--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-019580" form_type: "8-K" ticker: null cik: "0001829322" company_name: "Sizzle Acquisition Corp." filed_at: "2024-03-04T23:59:59+00:00" generated_at: "2026-06-05T04:55:37.795741+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Sizzle Acquisition completes business combination with European Lithium, becomes Critical Metals Corp. ## Summary - Business combination closed on Feb 27, 2024; Sizzle merged into Critical Metals Corp. (Pubco). - 1,414,537 Sizzle public shares redeemed; Pubco has 81,639,881 ordinary shares and 7,750,000 warrants post-closing. - Pubco shares and warrants trade on Nasdaq as CRML and CRMLW starting Feb 28, 2024. - Cantor Fitzgerald receives 1,200,000 Pubco shares as deferred underwriting commission. - Lock-up agreement restricts transfer of Pubco shares for 12 months for certain holders. ## SEC filing metadata - accession: 0001213900-24-019580 - form_type: 8-K - cik: 0001829322 - company_name: Sizzle Acquisition Corp. - filed_at: 2024-03-04T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/ea0201137-8k_sizzle.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-019580 - JSON: https://secwatch.observer/filing/0001213900-24-019580.json - Plain text: https://secwatch.observer/filing/0001213900-24-019580.txt ## Key facts - Executive change David Perlin departed as director at Sizzle Acquisition Corp.. - Action: ceased to be source text: each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Karen Kelley departed as director at Sizzle Acquisition Corp.. - Action: ceased to be source text: each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Jamie Karson departed as director at Sizzle Acquisition Corp.. - Action: ceased to be source text: each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Malcolm Day was appointed as Director at Sizzle Acquisition Corp.. - Action: appointed - Role: Director source text: Tony Sage, Carolyn Trabuco, Malcolm Day, Michael Hanson and Mykhailo Zhernov were appointed to serve as directors of Pubco evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Mykhailo Zhernov was appointed as Director at Sizzle Acquisition Corp.. - Action: appointed - Role: Director source text: Tony Sage, Carolyn Trabuco, Malcolm Day, Michael Hanson and Mykhailo Zhernov were appointed to serve as directors of Pubco evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Daniel Lee departed as director at Sizzle Acquisition Corp.. - Action: ceased to be source text: each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Dietrich Wanke was appointed as Chief Executive Officer at Sizzle Acquisition Corp.. - Action: appointed - Role: Chief Executive Officer source text: the board of directors of Pubco appointed the following officers: Tony Sage as Executive Chairman and Dietrich Wanke as Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Michael Hanson was appointed as Director at Sizzle Acquisition Corp.. - Action: appointed - Role: Director source text: Tony Sage, Carolyn Trabuco, Malcolm Day, Michael Hanson and Mykhailo Zhernov were appointed to serve as directors of Pubco evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Warren Thompson departed as director at Sizzle Acquisition Corp.. - Action: ceased to be source text: each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Carolyn Trabuco departed as director at Sizzle Acquisition Corp.. - Action: ceased to be source text: each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Steve Salis departed as director at Sizzle Acquisition Corp.. - Action: ceased to be source text: each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Carolyn Trabuco was appointed as Director at Sizzle Acquisition Corp.. - Action: appointed - Role: Director source text: Tony Sage, Carolyn Trabuco, Malcolm Day, Michael Hanson and Mykhailo Zhernov were appointed to serve as directors of Pubco evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Executive change Tony Sage was appointed as Executive Chairman at Sizzle Acquisition Corp.. - Action: appointed - Role: Executive Chairman source text: the board of directors of Pubco appointed the following officers: Tony Sage as Executive Chairman and Dietrich Wanke as Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Governance Changes Sizzle Acquisition Corp.: Adoption of amended and restated certificate of incorporation in connection with the Business Combination, effective at the close of the merger (effective 2024-02-27). - Change: charter amendment - Effective: 2024-02-27 source text: Sizzle adopted an amended and restated certificate of incorporation which are substantially in the form as described in the Proxy Statement, in accordance with Sizzle becoming a wholly-owned subsidiary of Pubco in connection with the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - M&A Transactions Sizzle Acquisition Corp. underwent a change of control involving Critical Metals Corp. (Pubco) for each outstanding share of common stock of Sizzle was converted into the right to receive one Pubco Ordinary Share (closed 2024-02-27). - Action: change of control - Counterparty: Critical Metals Corp. (Pubco) - Consideration: each outstanding share of common stock of Sizzle was converted into the right to receive one Pubco Ordinary Share - Closing: 2024-02-27 source text: On February 27, 2024 (the “Closing Date”), Sizzle Acquisition Corp., a Delaware corporation (“Sizzle”) and European Lithium Limited, an Australian public company limited by shares (ASX: EUR) (“European Lithium”) consummated (the “Closing”) the previously announced business combination (the “Business Combination”), pursuant to that certain Agreement and Plan of Merger, dated as of October 25, 2022 (as amended on January 4, 2023, July 7, 2023 and November 17, 2023, and as amended and supplemented from time to time, the “Business Combination Agreement”) by and among Sizzle, European Lithium, European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly owned subsidiary of European Lithium (“EUR BVI”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“Pubco”) and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Pubco (“Merger Sub”). evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Material Agreements Sizzle Acquisition Corp. entered into Lock-Up Agreements with holders of Pubco Ordinary Shares (excluding PIPE Investors and public shareholders) (effective 2023-12-28). - Action: entry - Agreement: equity purchase - Counterparty: holders of Pubco Ordinary Shares (excluding PIPE Investors and public shareholders) - Effective: 2023-12-28 source text: Simultaneously with the Closing, and in connection with the PIPE Financing (as defined in the definitive proxy statement /prospectus filed by Sizzle with the Securities and Exchange Commission (“SEC”) on December 28, 2023, as supplemented (the “Proxy Statement”)), holders of Pubco Ordinary Shares as of the Closing, other than the PIPE Investors (as defined in the Proxy Statement) and Sizzle’s public shareholders, entered into a lock-up for a period of one year after the Closing and Pubco will be restricted from issuing additional shares or filing any registration statements with the SEC for a period of 60 days after the Closing, subject to certain specified exceptions. evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm - Material Agreements Sizzle Acquisition Corp. amended Cantor Fee Modification Agreement with Cantor Fitzgerald & Co. valued at 1,200,000 ordinary shares of Pubco. - Action: amendment - Agreement: underwriting - Counterparty: Cantor Fitzgerald & Co. - Value: 1,200,000 ordinary shares of Pubco source text: In connection with the Closing, and Cantor’s agreement to the Lock-up Agreement described above, Pubco and Sizzle agreed to pay to Cantor such commission as of the Closing, including the amounts set forth in the Proxy Statement, in the aggregate amount of 1,200,000 ordinary shares of Pubco (the “Cantor Fee Shares”), payable and delivered, at Closing (the “Cantor Fee Modification Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1829322/000121390024019580/0001213900-24-019580-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.