SEC Comment Letter 0000000000-23-004545 to Metals Acquisition Ltd (MTAL) (CIK 0001950246)
Metals Acquisition Ltd (MTAL) (CIK 0001950246)
Date: May 3, 2023 · CIK: 0001950246 · Accession: 0000000000-23-004545
AI Filing Summary & Sentiment
File numbers found in text: 333-269007
Letter
United States securities and exchange commission logo May 3, 2023 Michael James McMullen Chief Executive Officer Metals Acquisition Limited 3rd Floor, 44 Esplanade, St. St. Helier, Jersey, JE4 9WG Re:Metals Acquisition Limited Amendment No. 2 to Registration Statement on Form F-4 Filed April 18, 2023 File No. 333-269007 Dear Michael James McMullen: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 2 to Registration Statement on Form F-4 filed April 18, 2023 Certain Agreements Related to the Business Combination Subscription Agreements, page 164 1.Revise your disclosure to include the terms of the registration rights associated with the PIPE Financing. In this regard, we note your disclosure elsewhere indicating that New MAC has agreed to grant to the purchasers certain customary registration rights. Unaudited Pro Forma Condensed Combined Financial Information, page 173 2.We note your supplemental responses submitted on April 27, 2023. Please revise adjustment 5(q) and 5(r) as stated in your supplemental response. Accordingly, revise profit(loss) for the year and loss per share numbers under the "50% redemption" scenario and "no redemption" scenario in Note 6 consistent with the revised unaudited pro
FirstName LastNameMichael James McMullen Comapany NameMetals Acquisition Limited May 3, 2023 Page 2 FirstName LastName Michael James McMullen Metals Acquisition Limited May 3, 2023 Page 2 forma condensed combined statement of comprehensive income for the year ended December 31, 2022 presentation on page 178. Please revise or advise. You may contact Joanna Lam, Staff Accountant, at (202) 551-3476 or Raj Rajan, Staff Accountant, at (202) 551-3388 if you have questions regarding comments on the financial statements and related matters. Please contact John Coleman at (202) 551-3610 for engineering related questions. Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Irene Barberena-Meissner, Attorney-Adviser, at (202) 551-6548 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Will Burns, Esq.
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United States securities and exchange commission logo
May 3, 2023
Michael James McMullen
Chief Executive Officer
Metals Acquisition Limited
3rd Floor, 44 Esplanade, St.
St. Helier, Jersey, JE4 9WG
Re:Metals Acquisition Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed April 18, 2023
File No. 333-269007
Dear Michael James McMullen:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-4 filed April 18, 2023
Certain Agreements Related to the Business Combination
Subscription Agreements, page 164
1.Revise your disclosure to include the terms of the registration rights associated with the
PIPE Financing. In this regard, we note your disclosure elsewhere indicating that New
MAC has agreed to grant to the purchasers certain customary registration rights.
Unaudited Pro Forma Condensed Combined Financial Information, page 173
2.We note your supplemental responses submitted on April 27, 2023. Please revise
adjustment 5(q) and 5(r) as stated in your supplemental response. Accordingly,
revise profit(loss) for the year and loss per share numbers under the "50% redemption"
scenario and "no redemption" scenario in Note 6 consistent with the revised unaudited pro
FirstName LastNameMichael James McMullen
Comapany NameMetals Acquisition Limited
May 3, 2023 Page 2
FirstName LastName
Michael James McMullen
Metals Acquisition Limited
May 3, 2023
Page 2
forma condensed combined statement of comprehensive income for the year ended
December 31, 2022 presentation on page 178. Please revise or advise.
You may contact Joanna Lam, Staff Accountant, at (202) 551-3476 or Raj Rajan, Staff
Accountant, at (202) 551-3388 if you have questions regarding comments on the financial
statements and related matters. Please contact John Coleman at (202) 551-3610 for engineering
related questions. Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Irene Barberena-Meissner, Attorney-Adviser, at (202) 551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Will Burns, Esq.