Item 8.01 Other Events.
On January 20, 2023,
European Lithium Limited, an Australian Public Company limited by shares (“EUR”) announced that it held its shareholder meeting
to vote upon the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated October 24, 2022, by and
among Sizzle Acquisition Corp., a Delaware corporation (“Sizzle”), EUR, European Lithium AT (Investments) Limited, a BVI business
company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “Company”), Critical
Metals Corp., a BVI business company incorporated in the British Virgin Islands (“Pubco” or “Critical Metals”),
and the other parties thereto, pursuant to which each of Sizzle and the Company would become subsidiaries of Critical Metals (the “Business
Combination”).
In such announcement,
filed with the Australian Stock Exchange, EUR announced that at its Annual General Meeting of Shareholders, held on January 20, 2023,
EUR had received its shareholders’ approval for the Business Combination
(the “EUR Shareholder
Approval”).
A copy of the announcement
relating to the EUR Shareholder Approval is filed herewith as Exhibit 99.1 and incorporated into this Item 8.01 by reference.
Additional Information
and Where to Find It
This Current Report on
Form 8-K (“Form 8-K”) is provided for informational purposes only and contains information with respect to a proposed business
combination (the “Proposed Business Combination”) among Sizzle, EUR, the Company, Pubco and Merger Sub.
In connection with the
Proposed Business Combination, Critical Metals has filed a registration statement on Form F-4 with the SEC, which includes a preliminary
proxy statement to Sizzle shareholders and a prospectus for the registration of Pubco securities in connection with the Proposed Business
Combination (as amended from time to time, the “Registration Statement”). The Registration Statement has not yet been declared
effective. If and when the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other
relevant documents will be mailed to the shareholders of Sizzle as of the record date in the future to be established for voting on the
Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders
of Sizzle and other interested persons are advised to read these materials (including any amendments or supplements thereto) and any other
relevant documents, because they will contain important information about Sizzle, Pubco, EUR and the Company and the Proposed Business
Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus,
the definitive proxy statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without
charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Sizzle Acquisition Corp., 4201 Georgia
Avenue, NW, Washington, D.C. 20011, Attn: Steve Salis, Chief Executive Officer. The information contained on, or that may be accessed
through, the websites referenced in this Form 8-K in each case is not incorporated by reference into, and is not a part of, this Form
8-K.
BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS OF SIZZLE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Participants in the
Solicitation
Sizzle, EUR, Pubco and
the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Sizzle’s
shareholders in connection with the Proposed Business Combination. Sizzle’s shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors and officers of Sizzle in Sizzle’s Form 10-K, as amended, filed
with the SEC on June 13, 2022, its Form 10-Q, filed with the SEC on November 10, 2022 or its definitive proxy statement filed with the
SEC on January 17, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies
to Sizzle’s shareholders in connection with the Proposed Business Combination is also set forth in the proxy statement/prospectus
for the Proposed Business Combination, accompanying the Registration Statement that Critical Metals has filed with the SEC. Additional
information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination
will likewise be included in that Registration Statement. You may obtain free copies of these documents as described above.
No Offer or Solicitation
This Form 8-K is not
a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business
Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking
Statements
This Form 8-K contains
forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform
Act of 1995. Sizzle’s, Pubco’s and the Company’s and/or EUR’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking
statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions
and other statements that are other than statements of historical facts. No representations or warranties, express or implied are given
in, or in respect of, this Form 8-K. When we use words such as “may,” “will,” “intend,” “should,”
“believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions
that do not relate solely to historical matters, it is making forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking.
These forward-looking
statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the
ability of the parties to complete the transactions contemplated by the Proposed Business Combination in a timely manner or at all; the
risk that the Proposed Business Combination or other business combination may not be completed by Sizzle’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline; the outcome of any legal proceedings or
government or regulatory action on inquiry that may be instituted against Sizzle, Pubco, EUR or the Company or others following the announcement
of the Proposed Business Combination and any definitive agreements with respect thereto; the inability to satisfy the conditions to the
consummation of the Proposed Business Combination, including the approval of the Proposed Business Combination by the shareholders of
Sizzle or EUR; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement
relating to the Proposed Business Combination; the ability to meet stock exchange listing standards following the consummation of the
Proposed Business Combination; the effect of the announcement or pendency of the Proposed Business Combination on EUR and the Company’s
business relationships, operating results, current plans and operations of EUR, Pubco and the Company; the ability to recognize the anticipated
benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of Pubco to grow
and manage growth profitably; the possibility that Sizzle, Pubco, EUR and/or the Company may be adversely affected by other economic,
business, and/or competitive factors; estimates by Sizzle, Pubco, EUR or the Company of expenses and profitability; expectations with
respect to future operating and financial performance and growth, including the timing of the completion of the Proposed Business Combination;
plans, intentions or future operations of Pubco or the Company, including relating to the finalization, completion of any studies, feasibility
studies or other assessments or relating to attainment, retention or renewal of any assessments, permits, licenses or other governmental
notices or approvals, or the commencement or continuation of any construction or operations of plants or facilities; EUR and Pubco’s
ability to execute on their business plans and strategy; and other risks and uncertainties described from time to time in filings with
the SEC. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the
“Risk Factors” section of the Registration Statement referenced above and other documents filed by Sizzle and Pubco from time
to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they
are made. There may be additional risks that neither Sizzle, Pubco nor EUR and the Company presently know, or that Sizzle, Pubco, EUR
and/or the Company currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking
statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any
forward-looking statements in this Form 8-K. Neither Sizzle, EUR, Pubco nor the Company undertakes any obligation to publicly revise these
forward–looking statements to reflect events or circumstances that arise after the date of this Form 8-K, except as required by
applicable law.