| ITEM 1(a). | NAME OF ISSUER: Metals Acquisition Ltd |
| ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 3rd Floor, 44 Esplanade, St.
St. Helier, Jersey, JE4 9WG |
| ITEM 2(a). | NAME OF PERSON FILING: Fourth Sail Capital LP (Fourth Sail Capital)
Ariel Merenstein (Mr. Merenstein)
Fourth Sail Long Short LLC (Fourth Sail Long Short)
Fourth Sail Discovery LLC (Fourth Sail Discovery) |
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Fourth Sail Capital LP
Ogier Global (Cayman) Limited
89 Nexus Way
Grand Cayman Camana Bay KY1-9009
Cayman Islands |
| ITEM 2(c). | CITIZENSHIP: Fourth Sail Capital is a Cayman Islands limited partnership
Mr. Merenstein is a United States citizen
Fourth Sail Long Short and Fourth Sail Discovery are Delaware limited liability companies
|
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: Ordinary shares, par value $0.0001 per share (Ordinary Shares) |
| ITEM 2(e). | CUSIP NUMBER: G60409110 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: |
(a) [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); |
(b) [ ] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) [ ] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
(e) [ ] | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
(f) [ ] | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
(g) [ ] | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
(h) [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) [ ] | A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
(k) [ ] | Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: |
|
| ITEM 4. | OWNERSHIP |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 48,409,448 Ordinary Shares outstanding as of December 31, 2023, as reported in the Issuers Registration Statement on Form F-1 filed on June 30, 2023.
As of the date of this Schedule 13G, Fourth Sail Long Short directly holds 5,314,574 Ordinary Shares and 1,292,003 warrants exercisable for 1,292,003 Ordinary Shares and Fourth Sale Discovery directly holds 716,148 Ordinary Shares and 320,096 warrants exercisable for 320,096 Ordinary Shares. Fourth Sail Capital is the General Partner of each of Fourth Sail Long Short and Fourth Sail Discovery. Mr. Merenstein is the managing partner of Fourth Sail Capital. |
| (a) Amount beneficially owned: |
| 7.642.821 |
| (b) Percent of class: |
| 15.79% |
| (c) Number of shares as to which the person has: |
| (i) sole power to vote or to direct the vote: |
Fourth Sail Capital LP :
Ariel Merenstein :
Fourth Sail Long Short LLC :
Fourth Sail Discovery LLC : |
| (ii) shared power to vote or to direct the vote: |
Fourth Sail Capital LP : 7.642.821
Ariel Merenstein : 7.642.821
Fourth Sail Long Short LLC : 6.606.577
Fourth Sail Discovery LLC : 1.036.244 |
| (iii) sole power to dispose or direct the disposition of: |
Fourth Sail Capital LP :
Ariel Merenstein :
Fourth Sail Long Short LLC :
Fourth Sail Discovery LLC : |
| (iv) shared power to dispose or to direct the disposition of: |
Fourth Sail Capital LP : 7.642.821
Ariel Merenstein : 7.642.821
Fourth Sail Long Short LLC : 6.606.577
Fourth Sail Discovery LLC : 1.036.244 |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: |
| ITEM 10. | CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
