Critical Metals Corp 2025年年度报告和过渡报告

FORM20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACTOF 1934 OR Critical Metals Corp.(Exact name of Registrant as specified in its charter) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: On June 30, 2025, the issuer had104,912,853ordinary shares, par value $0.001 per share, outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerginggrowth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule12b-2of theExchange Act. (Check one): Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standardsasissued by the International AccountingStandards Board☒ U.S. GAAP☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registranthas elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the ExchangeAct). Yes☐No☒ TABLE OF CONTENTS ABOUT THIS ANNUAL REPORTiiiINDUSTRY AND MARKET DATAiiiTRADEMARKS, TRADE NAMES AND SERVICE MARKSiiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSivPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1A.[RESERVED]1B.CAPITALIZATION AND INDEBTEDNESS1C.REASONS FOR THE OFFER AND USE OF PROCEEDS1D.RISK FACTORS1ITEM 4.INFORMATION ON THE COMPANY31A.HISTORY AND DEVELOPMENT OF THE COMPANY31B.BUSINESS OVERVIEW32C.ORGANIZATIONAL STRUCTURE62D.PROPERTY, PLANT AND EQUIPMENT62ITEM 4A.UNRESOLVED STAFF COMMENTS62ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS62A.COMPONENTS OF OUR RESULTS OF OPERATIONS67B.RESULTS OF OPERATIONS69C.LIQUIDITY AND CAPITAL RESOURCES72D.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.75E.TREND INFORMATION75F.OFF-BALANCE SHEET ARRANGEMENTS75G.CRITICAL ACCOUNTING ESTIMATES76ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES84A.DIRECTORS AND SENIOR MANAGEMENT84B.COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS86C.BOARD PRACTICES86D.EMPLOYEES89E.SHARE OWNERSHIP89ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS90A.MAJOR SHAREHOLDERS90B.RELATED PARTY TRANSACTIONS91C.INTERE