SecProbe.io

United States securities and exchange commission logo
July 25, 2023
Michael McMullen
Chief Executive Officer
Metals Acquisition Limited
3rd Floor, 44 Esplanade
St. Helier, Jersey, JE4 9WG
Re:Metals Acquisition Limited
Registration Statement on Form F-1
Filed June 30, 2023
File No. 333-273088
Dear Michael McMullen:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1 filed June 30, 2023
Cover Page
1.For each of the shares and warrants being registered for resale, disclose here the price that
the selling securityholders paid for such shares or warrants, or the securities overlying
such shares or warrants.
2.We note the warrants are out the money.  Please disclose the likelihood that warrant
holders will not exercise their warrants.  Provide similar disclosure in the prospectus
summary, risk factors, and MD&A section and disclose that cash proceeds associated with
the exercises of the warrants are dependent on the stock price.  We note your related
disclosure in your Use of Proceeds section. As applicable, describe the impact on your
liquidity and update the discussion on the ability of your company to fund your operations
on a prospective basis with your current cash on hand.

 FirstName LastNameMichael McMullen
 Comapany NameMetals Acquisition Limited
 July 25, 2023 Page 2
 FirstName LastNameMichael McMullen
Metals Acquisition Limited
July 25, 2023
Page 2
3.We note the significant number of redemptions of your Ordinary Shares in connection
with your business combination and that the shares being registered for resale will
constitute a considerable percentage of your public float.  We also note that some of the
shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the Ordinary Shares.  Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of your Ordinary Shares.
Risk Factors, page 40
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
ordinary shares.  To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding.  Also disclose, if true, that even though the current trading
price is at or below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
70
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Ordinary
Shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales
could impact the market price of the company’s ordinary shares.
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale.  Highlight any differences in the current trading
price, the prices that the Sponsor and other selling securityholders acquired their shares
and warrants, and the price that the public securityholders acquired their shares and
warrants.  Disclose, if true, that while the Sponsor and other selling securityholders may
experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price.

 FirstName LastNameMichael McMullen
 Comapany NameMetals Acquisition Limited
 July 25, 2023 Page 3
 FirstName LastName
Michael McMullen
Metals Acquisition Limited
July 25, 2023
Page 3
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Burns