Correspondence 0001104659-24-098614 from Metals Acquisition Ltd (MTAL) (CIK 0001950246)
Metals Acquisition Ltd (MTAL) (CIK 0001950246)
Date: Sept. 10, 2024 · CIK: 0001950246 · Accession: 0001104659-24-098614
AI Filing Summary & Sentiment
File numbers found in text: 333-276216
Referenced dates: August 16, 2024, August 21, 2024
Letter
Skadden, Arps, Slate, Meagher & Flom llp
One Manhattan West
New York, NY 10001
FIRM/AFFILIATE OFFICES
TEL: (212) 735-3000
FAX: (212) 735-2000
BOSTON
www.skadden.com CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
September 10, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
Attn: Timothy Levenberg
Daniel Morris
Re: Metals Acquisition Ltd
Post-Effective Amendment No.4 to Form F-1 on Form F-3
Filed August 9, 2024
File No. 333-276216
On behalf of our client, Metals Acquisition Ltd, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), we hereby provide responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 21, 2024 (the “Comment Letter”) with respect to the above-referenced Post-Effective Amendment No.4 to Form F-1 on Form F-3 filed with the Commission on August 9, 2024 (the “POS AM”).
Concurrently with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, a further amendment to the POS AM (“POS-AM No. 5”) in response to the Staff’s comments.
The headings and paragraph numbers in this letter correspond to those contained in POS AM No.5 and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below.
Securities and Exchange Commission
September 10, 2024
Page 2
Post-Effective Amendment No.4 to Form F-1 on Form F-3 General
1. We refer you to prior comment 2. Please further update this filing to reflect any changes you make in response to the staff's comments in the letter dated August 16, 2024 relating to your Form 20-F.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page ix to incorporate by reference Amendment No. 1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on September 9, 2024 in response to the Staff’s comments in the letter dated August 16, 2024 relating to the Company’s Form 20-F (the “20-F Comment Letter”).
* * * * *
Please contact me at (212) 735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Ryan J. Dzierniejko
Show Raw Text
CORRESP
1
filename1.htm
Skadden, Arps, Slate, Meagher & Flom
llp
One Manhattan West
New York,
NY 10001
FIRM/AFFILIATE
OFFICES
TEL: (212) 735-3000
FAX:
(212) 735-2000
BOSTON
www.skadden.com
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
September 10, 2024
VIA EDGAR
Securities
and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
Attn: Timothy Levenberg
Daniel Morris
Re: Metals Acquisition Ltd
Post-Effective Amendment No.4 to
Form F-1 on Form F-3
Filed August 9, 2024
File No. 333-276216
On behalf of our client, Metals Acquisition Ltd,
a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), we hereby provide
responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated August 21, 2024 (the “Comment Letter”) with respect to the above-referenced Post-Effective Amendment
No.4 to Form F-1 on Form F-3 filed with the Commission on August 9, 2024 (the “POS AM”).
Concurrently with the submission of this letter,
the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system,
a further amendment to the POS AM (“POS-AM No. 5”) in response to the Staff’s comments.
The headings and paragraph numbers in this letter
correspond to those contained in POS AM No.5 and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s
comments in bold and italics below.
Securities and Exchange Commission
September 10, 2024
Page 2
Post-Effective Amendment No.4 to Form F-1 on
Form F-3 General
1. We refer you to prior comment 2. Please further update this filing to reflect any changes you make in response to the staff's
comments in the letter dated August 16, 2024 relating to your Form 20-F.
The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on page ix to incorporate by reference Amendment No. 1 to the Company’s Annual
Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on September 9, 2024 in response to
the Staff’s comments in the letter dated August 16, 2024 relating to the Company’s Form 20-F (the “20-F
Comment Letter”).
* * * * *
Please
contact me at (212) 735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Ryan J. Dzierniejko
cc: Michael James McMullen, Chief Executive Officer, Metals Acquisition Ltd
Morné Engelbrecht, Chief Financial Officer, Metals Acquisition Ltd
Chris Rosario, General Counsel and Joint Company Secretary,
Metals Acquisition Ltd
2