Metals Acquisition Limited
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
September 26, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549-3561
| Attn: | Daniel Morris Timothy Levenberg |
| Re: | Metals Acquisition Limited – Withdrawal of Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 5 to Registration Statement on Form F-1 on Form F-3 (File No. 333-276216) |
Ladies and Gentlemen:
On September 25, 2024, Metals Acquisition Limited (the “Company”) filed Pre-Effective Amendment No. 1 (the “Pre-Effective Amendment No. 1”) to the Post-Effective Amendment No. 5 to Registration Statement on Form F-1 on Form F-3 (together with the exhibits and amendments thereto, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Commission consent to the withdrawal of the Pre-Effective Amendment No. 1 effective as of the date hereof. The Company has determined to withdraw the Pre-Effective Amendment No. 1 to update the coding of the filing through the Commission’s Electronic Data Gathering, Analysis and Retrieval system. The Pre-Effective Amendment No. 1 has not been declared effective by the Commission and no securities have been issued or sold under the Pre-Effective Amendment No. 1. Based on the foregoing, the Company submits that the withdrawal of the Pre-Effective Amendment No. 1 is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act.
No fees were paid to the Commission in connection with the filing of the Pre-Effective Amendment No. 1.
If you have any questions, please contact the Company’s legal counsel, Ryan J. Dzierniejko of Skadden, Arps, Slate, Meagher & Flom LLP, at (212) 735-3712 or ryan.dzierniejko@skadden.com.
| Very truly yours, | ||
| METALS ACQUISITION LIMITED | ||
| By: | /s/ Michael James McMullen | |
| Name: Michael James McMullen | ||
| Title: Chief Executive Officer | ||
| cc: | Morné Engelbrecht, Chief Financial Officer, Metals Acquisition Limited Chris Rosario, General Counsel and Joint Company Secretary, Metals Acquisition Limited Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher & Flom LLP |
