Critical Metals completes acquisition of European Lithium

6-K

ea0310727-6k_critical.htm

REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2026

Commission File Number: 001-41973

Critical Metals Corp.

(Exact name of registrant as specified in its charter) c/o Maples Corporate Services (BVI) Limited

Kingston Chambers, PO Box 173, Road Town

Tortola, British Virgin Islands

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒

Form 40-F ☐

EXPLANATORY NOTE

Completion of Acquisition of European Lithium Ltd.; Issuance of Scheme Consideration

As previously disclosed, on May 18, 2026, Critical Metals Corp. (" Critical

Metals " or the " Company ") entered into a binding Scheme Implementation Deed with European Lithium Ltd. (ASX:

EUR) (" European Lithium "), as amended and restated from time to time (the " Scheme Implementation Deed "), under which Critical Metals agreed to acquire all of the issued shares and listed options of European Lithium by way of two interdependent schemes of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth), comprising a scheme between European Lithium and its shareholders (the " Share Scheme ") and a scheme between European Lithium and the holders of its listed options (the " Option Scheme " and, together with the Share Scheme, the " Schemes " and the transactions contemplated thereby, the " Transaction ").

Following the approval of the Schemes by European Lithium's shareholders and option holders on October 22, 2026, the Supreme Court of Western Australia (the " Court ") made orders approving the Schemes on October 26, 2026. The Schemes became effective on October 27, 2026 upon lodgment of an office copy of the Court orders with the Australian Securities and Investments Commission¹.

On November 5, 2026 (the " Implementation Date "),⁴

Critical Metals completed the Transaction and European Lithium became a wholly owned subsidiary of Critical Metals⁴. On the Implementation²

Date, Critical Metals issued an aggregate of 90,539,994 ordinary shares of Critical Metals² (" Ordinary Shares "), of which (i) 78,414,558 Ordinary Shares were issued as consideration under the Share Scheme, based on a transaction ratio of 0.045 Ordinary

Shares for each European Lithium share, (ii) 7,989,037 Ordinary Shares were issued as consideration under the Option Scheme, and (iii)

4,136,399 Ordinary Shares were issued to certain holders of unlisted options and Class 1 and Class 2 performance rights of European Lithium.

As a result of the Transaction, European Lithium became a wholly owned subsidiary of Critical Metals. Following the Transaction, European Lithium continues to hold the 45,536,338 Ordinary Shares that it acquired in February 2024, however all rights attaching to such Ordinary Shares, including voting and dividend rights, are suspended under the Company's amended and restated memorandum and articles of association⁵, as described below under " Amendments to Memorandum and Articles of Association ."

Immediately following the Transaction, including as a result of the suspension of rights held by European Lithium described above, there were 194,219,631 Ordinary Shares issued and outstanding. The Ordinary⁶

Shares held by European Lithium described above, which contain no voting and dividend rights, will be accounted for by Critical Metals as treasury shares⁶. In addition, immediately following the Transaction, Critical Metals Corp's cash balance was approximately $264.5 million³.

In addition, upon the occurrence of the Implementation Date, (i) Amendment

No. 4, dated September 28, 2026, to the Agreement and Plan of Merger, dated as of October 24, 2022, by and between Critical Metals and European Lithium, as previously amended, became effective, which terminates Critical Metals' obligation to issue up to 6,778,838

Ordinary Shares to European Lithium as earnout consideration thereunder, and (ii) the Termination Agreement, dated September 28, 2026, by and between Critical Metals and European Lithium became effective, which terminates the Investors Agreement, dated as of February 27, 2024, by and between Critical Metals and European Lithium.

Issuance of Replacement Warrants

In connection with the Transaction, on the Implementation Date, Critical⁷

Metals issued warrants representing approximately 8.1 million Ordinary Shares (the " Replacement Warrants ") to holders of Class 3, Class 4, Class 5 and Class 6 performance rights of European Lithium⁷, including certain directors of Critical Metals and its affiliates, in exchange for the cancellation of such performance rights. The Replacement Warrants vest automatically when the volume-weighted average price of the Ordinary Shares on Nasdaq over 20 consecutive Nasdaq trading days equals or exceeds US$10.92, US$12.48, US$14.04 or US$15.60 (for Classes 3, 4, 5 and 6, respectively), on or before December 31, 2027 (Class 3), December 31, 2028 (Classes 4 and 5) or December 31, 2029 (Class 6)⁸, subject to adjustment under their terms. No additional cash exercise price or action by the holder is required upon vesting, and any Replacement Warrants that have not vested by the applicable expiration date automatically lapse. The Replacement⁹

Warrants were issued in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended⁹ (the " Securities Act ").

The above description of the Replacement Warrants is not complete and are qualified in their entirety by the Form of Replacement Warrant, a copy of which is filed as Exhibit 99.1 to this report on Form 6-K.

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Amendments to Memorandum and Articles of Association

On October 30, 2026, the board of directors of Critical Metals (the " Board ") approved the amendment and restatement of the Company's memorandum