关键金属公司美股招股说明书(2025-11-10版)

SECONDARY OFFERING OF18,030,303 Ordinary Shares This prospectus relates to the offer and sale from time to time, by the selling securityholder named in this prospectus (the “SellingSecurityholder”), of up to 18,030,303 ordinary shares (each, an “Ordinary Share”), par value $0.001 per share, of Critical MetalsCorp., a BVI business company incorporated in the British Virgin Islands (“us,” “we,” “Critical Metals” or the “Company”), consistingof (x) 6,470,000 Ordinary Shares and (y) 11,560,303 Ordinary Shares issuable upon exercise of warrants (each, a “PIPE Warrant”) topurchase Ordinary Shares (collectively, the “PIPE Shares”), that were issued to the Selling Securityholder pursuant to securitiespurchase agreements with the Company on October 5, 2025 and October 15, 2025 (the “Purchase Agreements”). We are registering the offer and sale of the PIPE Shares to satisfy certain registration rights we have granted. The SellingSecurityholder may offer all or part of the PIPE Shares for resale from time to time through public or private transactions, at eitherprevailing market prices or at privately negotiated prices. The PIPE Shares are being registered to permit the Selling Securityholder tosell such shares from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholdermay sell the PIPE Shares through ordinary brokerage transactions, in underwritten offerings, directly to market makers of our shares orthrough any other means described in the section entitled“Plan of Distribution”herein. In connection with any sales of the PIPEShares offered hereunder, the Selling Securityholder, any underwriters, agents, brokers or dealers participating in such sales may bedeemed to be“underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We are registeringthe PIPE Shares for resale by the Selling Securityholder, or its donees, pledgees, transferees, distributees or other successors-in-interestselling the PIPE Shares or interests in the PIPE Shares received after the date of this prospectus from the Selling Securityholder as agift, pledge, partnership distribution or other transfer. We will pay certain expenses associated with the registration of the PIPE Shares covered by this prospectus, as described in thesection entitled “Plan of Distribution.” We will not receive any proceeds from the sale of Ordinary Shares by the Selling Securityholder pursuant to this prospectus. Wewill, however, receive the proceeds from the exercise of PIPE Warrants to the extent such PIPE Warrants are exercised for cash. Aportion of the PIPE Warrants entitle the holder to purchase one Ordinary Share at an initial exercise price of $7.00 per Ordinary Share,while other PIPE Warrants entitle the holder to purchase one Ordinary Share at an exercise price of $0.0001 per Ordinary Share.Webelieve that the likelihood that the Selling Securityholder will determine to exercise its PIPE Warrants, and therefore the amount ofcash proceeds that we would receive, is dependent upon the market price of our Ordinary Shares. On October 17, 2025, the closingprice of our Ordinary Shares was $20.86 per share, which is above the exercise price of the PIPE Warrants. There is no assurance thatall the PIPE Warrants will remain “in the money” prior to their expiration or that the Selling Securityholder will exercise its PIPEWarrants. To the extent that any PIPE Warrants are exercised on a cashless basis, the amount of cash we would receive from theexercise of the PIPE Warrants will decrease. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread this entire prospectus and any amendments or supplements carefully before you make your investment decision. Our Ordinary Shares and public warrants (the “Public Warrants”) are listed on the Nasdaq Stock Market LLC (“Nasdaq”) underthe trading symbols “CRML” and “CRMLW,” respectively. On October 17, 2025, the closing prices for our Ordinary Shares andPublic Warrants on the Nasdaq were $20.86 per share and $11.08 per warrant, respectively. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and is therefore eligible totake advantage of certain reduced reporting requirements applicable to other public companies. We are also a “foreign private issuer” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”),and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and proceduralrequirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principalshareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the ExchangeAct. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptlyas U.S. companies