European Lithium AT (Investments) Limited entered into a definitive agreement to acquire Sizzle Acquisition Corp. (NasdaqGM:SZZL) from VO Sponsor, LLC, Saba Capital Management, L.P. and others for $750 million in a reverse merger transaction on October 24, 2022. Under the terms of the transaction, European Lithium will roll 100% of its existing equity in European Lithium AT (Investments) Limited into the combined entity, retaining approximately 80% of the combined company. The transaction values the combined entity at an implied pro forma enterprise value of approximately $838 million, and at an implied pro forma market capitalization of approximately $972 million, with implied pre-money equity value is $750 million. The transaction will result in the formation of Critical Metals Corp. Upon closing, Critical Metals intends to be listed on Nasdaq under the symbol ?CRML?, and European Lithium will be the largest shareholder of Critical Metals. European Lithium shall pay a termination fee of $5 million to Sizzle while Sizzle shall pay a termination fee of $5 million to European Lithium. On January 4, 2023, Sizzle and European Lithium Limited entered into that certain first amendment to the agreement, pursuant to which the merger agreement was amended to clarify that if the transactions contemplated by the merger agreement are completed, Critical Metals shall be responsible for all of Sizzle?s, European Lithium and the Company?s transaction expenses and shall reimburse EUR for all of EUR?s and the Company?s transaction expenses incurred or paid prior to the closing of the proposed business combination. The Board of Critical Metals is expected to comprise of a total of 5 members, 4 of whom will be nominees of European Lithium and 1 of whom will be a nominee of Sizzle. Critical Metals will be led by Executive Chairman, Tony Sage, and Chief Executive Officer, Dietrich Wanke.

The transaction is subject to the approval of European Lithium shareholders, required approvals of governmental authorities and completion of any antitrust expiration periods, approval of PubCo?s Nasdaq listing application, registration statement having become effective, the satisfaction of the $5,000,001 minimum net tangible asset and approval by Sizzle stockholders and other customary closing conditions. The Boards of Directors of each of European Lithium and Sizzle have unanimously approved the transaction. As of December 16, 2022, Sizzle's special meeting in lieu of annual meeting of stockholders originally scheduled for December 19, 2022, is being postponed to a future to-be-determined date at the beginning of February 2023. As of January 18, 2024, the special meeting of Sizzle stockholders has been postponed to January 31, 2024. As of January 31, 2024, Sizzle filed with the SEC an extension relating to the special meeting of Sizzle stockholders rescheduled to be held on February 6, 2024. Stockholders will be asked to vote on a proposal to approve an extension of the date by which Sizzle must consummate an initial business combination from February 8, 2023, to August 8, 2023. As of January 20, 2023, European Lithium has received approval for the proposed transaction to form ?Critical Metals Corp.?, which will be listed on NASDAQ. The special meeting of stockholders of Sizzle is to be held on February 1, 2023. As of February 1, 2023, Sizzle stockholders have approved an extension of the date by which the Company must consummate an initial business combination from February 8, 2023, to August 8, 2023 or such earlier date as determined by the Company?s Board of Directors (?the ?Extension?). As of July 7, 2023, the parties entered into that certain Second Amendment to the Agreement and Plan of Merger, pursuant to which the Merger Agreement was amended to (i) extend the date (the ?Outside Date?) by which either Sizzle or the Company may terminate the Merger Agreement if the proposed business combination (the ?Proposed Business Combination?) has not been consummated, (ii) remove as a condition to the closing of the Proposed Business Combination that Sizzle or Pubco have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the United States Securities Exchange Act of 1934 ) of at least $5,000,001 (the ?Net Tangible Asset Test?), unless, at the meeting of Sizzle?s stockholders held to approve the Proposed Business Combination, Sizzle stockholders reject a proposal to remove the Net Tangible Asset Test from Sizzle?s organizational documents, and (iii) provide that Sizzle shall, by no later than July 14, 2023, prepare and file with the SEC a proxy statement pursuant to which it shall seek the approval of its stockholders for proposals to amend its organizational documents to extend the time period for it to consummate its initial business combination. As on December 28, 2023, the Registration Statement on Form F-4 was declared effective by the SEC. The transaction is expected to close in the first half of 2023. As of May 10, 2023, the transaction is anticipated to close in the second quarter of 2023. As of July 7, 2023, The Second Amendment extended the Outside Date to the earlier of (A) the last date for Sizzle to consummate its initial business combination pursuant to an extension granted pursuant to the Sizzle?s organizational documents and (B) September 8, 2023. The Transaction is expected to be completed as soon as practicable following the conclusion of the special meeting of Sizzle stockholders, which is scheduled to be held on February 6, 2024. On February 1, 2024, Sizzle Acquisition Corp. announced that its special meeting of stockholders to approve its proposed initial business combination, which was scheduled for February 6, 2024, has been postponed to February 9, 2024. As of February 22, 2024, transaction has been approved by the shareholders of Sizzle Acquisition Corp. In light of receipt of the requisite approvals by Sizzle?s stockholders, Sizzle expects the Business Combination to close as early as February 27, 2024.

Jett Capital Advisors, LLC acted as financial advisor and James Hu, Oliver Wright, Maia Gez, Melinda Anderson, Henrik Patel, F. Paul Pittman, David Dreier, Steven M. Lutt, Rebecca Farrington, Tilman Kuhn, Thilo-Maximilian Wienke, Maria Beguiristain, Cristina Brayton-Lewis and Jason Rocha of White & Case LLP acted as the legal advisors to European Lithium. Cohen & Company Capital Markets, LLC acted as financial advisor and Stuart Neuhauser and Matthew A. Gray of Ellenoff Grossman & Schole LLP acted as legal advisor to Sizzle. Marshall & Stevens Incorporated acted as fairness opinion provider to Sizzle. Karen Smith of Advantage Proxy, Inc. acted as the information agent to Sizzle and will receive a fee of approximately $7,500 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent to Sizzle.

European Lithium AT (Investments) Limited completed the acquisition of Sizzle Acquisition Corp. (NasdaqGM:SZZL) from VO Sponsor, LLC, Saba Capital Management, L.P. and others in a reverse merger transaction on February 27, 2024.