Filed by Sizzle Acquisition Corp.
Pursuant to Rule 425 under the Securities Act
of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 001-41005
Subject Company:
Sizzle Acquisition Corp.
European
Lithium and Sizzle Acquisition Corp Announce
Filing of F-4 Registration Statement with the SEC
Filing is
in connection with the proposed business combination to form Critical Metals Corp.
PERTH, Australia and WASHINGTON, D.C. –
December 23, 2022 – European Lithium Ltd (ASX: EUR) (“European Lithium”), announced today that it has filed
a Form F-4 Registration Statement ("F-4") with the U.S. Securities and Exchange Commission ("SEC") regarding European
Lithium’s recently announced business combination (the “Business Combination”) with Sizzle Acquisition Corp., (Nasdaq:
SZZL) (“Sizzle”), a publicly traded special purpose acquisition company, to form Critical Metals Corp. (“Critical Metals”).
“We
are pleased to reach this important step in our plans to list Critical Metals on Nasdaq,” said Critical Metals Executive Chairman,
Tony Sage. “Through our business combination with Sizzle, we expect to access substantial opportunities available in the U.S. market
as we support the clean energy transition.”
Upon closing of the Business Combination, Critical
Metals is expected to be a leading lithium mining company and intends to list its shares on the Nasdaq under the symbol “CRML.”
The closing of the Business Combination is subject to approval by each of the European Lithium and Sizzle stockholders, the declaration
in the future of the F-4 as effective under the U.S. securities laws, and other customary requirements.
As agreed in the Business Combination, Critical
Metals will own European Lithium’s Wolfsberg Lithium Project (the “Project”), which is currently owned by European Lithium’s
wholly owned subsidiary, European Lithium AT (Investments) Limited, as well as a 20% interest in additional Austrian projects currently
held by European Lithium. European Lithium will be the largest shareholder of Critical Metals and is expected to continue to trade on
the Australian Securities Exchange (“ASX”).
About Critical Metals Corp.
At the closing of the proposed business combination announced on October
24, 2022 between European Lithium AT (Investments) Limited, a wholly owned subsidiary of European Lithium Ltd (ASX: EUR) and Sizzle Acquisition
Corp. (Nasdaq: SZZL), Critical Metals is expected to be a leading lithium mining company. Critical Metals is expected to own the Wolfsberg
Lithium Project, as well as a 20% interest in additional Austrian projects currently held by European Lithium Ltd. For more information,
please visit https://criticalmetalscorp.com/.
About European Lithium Ltd
European Lithium is a mineral exploration and
development company which owns the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria, via its wholly owned
Austrian subsidiary, ECM Lithium AT GmbH . European Lithium’s primary listing is on the Australian Securities Exchange (ASX: EUR)
and it is also listed in Frankfurt (FRA: PF8) and USA (OTC-QB: EULIF). The Wolfsberg Lithium Project is strategically located in Central
Europe with access to established road and rail infrastructure to distribute lithium products to the major lithium consuming countries
of Europe. For more information, please visit https://europeanlithium.com/.
About Sizzle Acquisition Corp.
Sizzle is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities. Sizzle is led by Chairman and CEO Steve
Salis and Vice Chairman Jamie Karson. In addition, Sizzle’s management team is comprised of: Nestor Nova and Daniel Lee; board directors,
comprised of: Steve Salis, Jamie Karson, Carolyn Trabuco, Karen Kelley, David Perlin and Warren Thompson; and board advisors, comprised
of: Rick Camac and Geovannie Concepcion. For more information, please visit https://sizzlespac.com/home/default.aspx.
Additional Information and Where to Find It
This press release is provided for informational
purposes only and contains information with respect to the Business Combination among Sizzle, European Lithium, EUR BVI, a company formed
in the British Virgin Islands which is wholly owned by European Lithium, and certain other parties formed in connection with the transactions
contemplated by the merger agreement (the “Merger Agreement”), including Critical Metals and Project Wolf Merger Sub Inc.,
a Delaware corporation and wholly owned subsidiary of Critical Metals. Subject to its terms and conditions, the Merger Agreement provides
that Sizzle and EUR BVI will become wholly owned subsidiaries of Critical Metals.
The Registration Statement includes a proxy statement
to be sent to Sizzle shareholders and a prospectus for the registration of Critical Metals securities in connection with the Business
Combination. 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 to be established for voting on the Business Combination
and will contain important information about the 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, Critical Metals, European Lithium and EUR BVI and the 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 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 press release
in each case is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
This press release is not a solicitation of a
proxy from any investor or securityholder. Sizzle, European Lithium, Critical Metals and EUR BVI and their respective directors and executive
officers may be deemed participants in the solicitation of proxies from Sizzle’s shareholders in connection with the 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 November 10, 2022. To the extent that holdings of
Sizzle’s securities have changed since the amounts included in Sizzle’s Form 10-K, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC. 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 Business Combination will be set forth
in the proxy statement/prospectus for the Business Combination, accompanying the Registration Statement. Additional information regarding
the interests of participants in the solicitation of proxies in connection with the 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 press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the 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 press release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sizzle’s,
Critical Metals’, and European Lithium’s and/or EUR BVI’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 press release. 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.
These forward-looking statements and factors that
may cause actual results to differ materially from current expectations include, but are not limited to: the future financial performance
of Critical Metals; the growing global market demand for lithium-ion batteries and their raw material; Critical Metals’ liquidity
requirements and capital resources; the ability of the parties to complete the transactions contemplated by the Business Combination in
a timely manner or at all; the ability to realize the expected benefits under the Offtake Agreement; the ability of Critical Metals to
develop the Project into a mine and develop mineral deposits from the mine on a commercial basis; the inability to commence production
at the Project; the risk that the 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, European Lithium or EUR BVI or others following the
announcement of the Business Combination and any definitive agreements with respect thereto; the inability to satisfy the conditions to
the consummation of the Business Combination, including the approval of the Business Combination by the shareholders of Sizzle; the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the Business Combination;
the ability to meet stock exchange listing standards following the consummation of the Business Combination; the effect of the announcement
or pendency of the Business Combination on European Lithium’s and EUR BVI’s business relationships, operating results, current
plans and operations of European Lithium and EUR BVI; the ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of Critical Metals to grow and manage growth profitably; the possibility
that Critical Metals, European Lithium and EUR BVI may be adversely affected by other economic, business, and/or competitive factors;
Critical Metals’, European Lithium’s and EUR BVI’s estimates of expenses and profitability; expectations with respect
to future operating and financial performance and growth, including the timing of the completion of the Business Combination; European
Lithium’s and Critical Metals’ ability to execute on their business plans and strategy; those factors discussed in Sizzle’s
Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors,” and other documents Sizzle
has filed, or will file, with the SEC; and other risks and uncertainties described from time to time in filings with the SEC.
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 Critical Metals 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 nor European Lithium and EUR BVI presently know, or that Sizzle and European Lithium
and/or EUR BVI 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 press release. Neither Sizzle, European Lithium, Critical Metals nor EUR BVI undertakes any obligation
to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date of this press release,
except as required by applicable law.
Critical Metals Contacts:
Investors: IR@CriticalMetalsCorp.com
Media: PR@CriticalMetalsCorp.com
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