As filed with the Securities and Exchange Commission on April 26, 2024
Registration No. 333-276216
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
METALS ACQUISITION LIMITED
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Jersey, Channel Islands (State or Other Jurisdiction of Incorporation or Organization) | 1000 (Primary Standard Industrial Classification Code Number) | Not Applicable (I.R.S. Employer Identification Number) |
Michael James McMullen
3rd Floor, 44 Esplanade,
St. Helier, Jersey, JE4 9WG
+44 1534 514 000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ryan J. Dzierniejko
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. x Registration No. 333-276216
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
This Post-Effective Amendment No. 2 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Form F-1 amends the Registration Statement on Form F-1 of Metals Acquisition Limited (Registration No. 333-276216), as amended prior to the date hereto (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on January 18, 2024. This Post-Effective Amendment No. 2 is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, for the sole purpose of filing revised Exhibits 23.5, 23.6, 23.7 and 96.1 to the Registration Statement. The Registration Statement is hereby amended to reflect the replacement of such exhibit.
Item 8. Exhibits
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* | Filed herewith | |
† | Indicates a management contract or any compensatory plan, contract or arrangement. |
# Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Company customarily and actually treats that information as private or confidential and the omitted information is not material.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Perth, Australia, on April 26, 2024.
METALS ACQUISITION LIMITED | ||
By: | /s/ Michael James McMullen | |
Name: Michael James McMullen | ||
Title: Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated
NAME | POSITION | DATE | ||
/s/ Michael James McMullen | Chief Executive Officer and Director | |||
Michael James McMullen | (Principal Executive Officer) | April 26, 2024 | ||
/s/ Morné Engelbrecht | Chief Financial Officer | |||
Morné Engelbrecht | (Principal Financial and Accounting Officer) | April 26, 2024 | ||
* | ||||
Patrice E. Merrin | Chair of the Board of Directors | April 26, 2024 | ||
* | ||||
John Burton | Director | April 26, 2024 | ||
* | ||||
Rasmus Kristoffer Gerdeman | Director | April 26, 2024 | ||
* | ||||
Charles D. McConnell | Director | April 26, 2024 | ||
* | ||||
Matthew Rowlinson | Director | April 26, 2024 | ||
* | ||||
Graham van’t Hoff | Director | April 26, 2024 |
* By: | /s/ Michael James McMullen | |
Michael James McMullen | ||
Attorney-in-Fact |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Metals Acquisition Limited, has signed this registration statement in the City of Newark, State of Delaware, on April 26, 2024.
By: | /s/ Donald J. Puglisi | ||
Name: | Donald J. Puglisi | ||
Title: | Authorized Representative |
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