SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 2023
METALS ACQUISITION CORP
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
Century House, Ground Floor
Cricket Square, P.O. Box 2238
Grand Cayman KY1-1107, Cayman Islands
|(Address of principal executive offices, including zip code)|
Registrant’s telephone number, including area code: (817) 698-9901
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
|x||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||
Name of each exchange
on which registered
|Units, each consisting of one Class A ordinary shares, $0.0001 par value, and one-third of one redeemable warrant||MTAL.U||New York Stock Exchange LLC|
|Class A ordinary shares included as part of the units||MTAL||New York Stock Exchange LLC|
|Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary shares at an exercise price of $11.50||MTAL WS||New York Stock Exchange LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, 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 13(a) of the Exchange Act. ¨
|Item 1.01||Entry into a Material Definitive Agreement.|
On January 9, 2023, Metals Acquisition Corp (the “Company”) issued an unsecured promissory note (the “Sponsor Convertible Note”) to Green Mountain Metals LLC (the “Sponsor”) pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination (as defined below). All unpaid principal under the Sponsor Convertible Note will be due and payable in full on the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s business combination (the “Business Combination”) (such earlier date, the “Maturity Date”). As previously disclosed, Michael James McMullen, the Company’s Chief Executive Officer, is the Manager of the Sponsor.
Pursuant to the terms of the Sponsor Convertible Note, the Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, up to $300,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.
Concurrently upon the issuance of the Sponsor Convertible Note, on January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor.
|Item 2.03||Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.|
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
|Item 3.02||Unregistered Sales of Equity Securities.|
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The issuance of each of the Sponsor Convertible Note and private placement warrants was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
|Item 9.01||Financial Statements and Exhibits.|
|10.1||Convertible Promissory Note, dated as of January 9, 2023.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Metals Acquisition Corp|
|Date: January 11, 2023||By:||/s/ Michael James McMullen|
|Name: Michael James McMullen|
|Title: Chief Executive Officer|