SEC Comment Letter 0000000000-23-008329 to Lifezone Metals Ltd (LZM)
Lifezone Metals Ltd
Date: Aug. 2, 2023 · CIK: 0001958217 · Accession: 0000000000-23-008329
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272865
Letter
United States securities and exchange commission logo August 2, 2023 Chris Showalter Chief Executive Officer Lifezone Metals Limited Commerce House 1 Bowring Road Ramsey, Isle of Man, IM8 2LQ Re:Lifezone Metals Limited Amendment No. 1 to Registration Statement on Form F-1 Filed July 11, 2023 File No. 333-272865 Dear Chris Showalter: 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. Amendment No. 1 to Registration Statement on Form F-1 Cover Page 1.Disclose the exercise price of the warrants compared to the market price of the underlying ordinary shares. If 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, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. 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 LastNameChris Showalter Comapany NameLifezone Metals Limited August 2, 2023 Page 2 FirstName LastNameChris Showalter Lifezone Metals Limited August 2, 2023 Page 2 Risk Factors Risks Related to Ownership of Lifezone Metals Securities The securities being offered in this prospectus represent a substantial percentage of our outstanding Lifezone Metals Ordinary Shares..., page 81 2.Please expand your risk factor to disclose the purchase price of all securities being registered for resale. Also disclose that while certain stockholders, including sponsor, may experience a positive rate of return based on the current trading price, the public stockholders 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. Lastly, disclose the potential profit the selling securityholders will earn based on the current trading price. Management's Discussion and Analysis of Financial Condition and Results of Operations Recent Developments Consummation of the Business Combination, page 174 3.Please revise your disclosure here to include the number of redemptions of GoGreen ordinary shares. Please also 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 common stock. LHL F. Liquidity and Capital Resources, page 191 4.We note your disclosure that "LHL will need additional capital in the future (beyond the next 12 months) to fund LHL’s operations and project developments" and that you "intend to finance [y]our future working capital requirements and capital expenditures from cash generated from operating activities, funds raised from financing activities, and funds raised in connection with the Business Combination, including proceeds raised from the PIPE Financing and the funds released from the Trust Account after giving effect to any redemptions." In light of the significant number of redemptions and the unlikelihood you 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. 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.
FirstName LastNameChris Showalter Comapany NameLifezone Metals Limited August 2, 2023 Page 3 FirstName LastName Chris Showalter Lifezone Metals Limited August 2, 2023 Page 3 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. Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Irene Barberena-Meissner, Attorney-Adviser, at (202) 551-6548 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Alyssa Caples
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United States securities and exchange commission logo
August 2, 2023
Chris Showalter
Chief Executive Officer
Lifezone Metals Limited
Commerce House
1 Bowring Road
Ramsey, Isle of Man, IM8 2LQ
Re:Lifezone Metals Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed July 11, 2023
File No. 333-272865
Dear Chris Showalter:
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.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.Disclose the exercise price of the warrants compared to the market price of the underlying
ordinary shares. If 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, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. 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 LastNameChris Showalter
Comapany NameLifezone Metals Limited
August 2, 2023 Page 2
FirstName LastNameChris Showalter
Lifezone Metals Limited
August 2, 2023
Page 2
Risk Factors
Risks Related to Ownership of Lifezone Metals Securities
The securities being offered in this prospectus represent a substantial percentage of our
outstanding Lifezone Metals Ordinary Shares..., page 81
2.Please expand your risk factor to disclose the purchase price of all securities being
registered for resale. Also disclose that while certain stockholders, including sponsor, may
experience a positive rate of return based on the current trading price, the public
stockholders 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. Lastly, disclose the
potential profit the selling securityholders will earn based on the current trading price.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments
Consummation of the Business Combination, page 174
3.Please revise your disclosure here to include the number of redemptions of GoGreen
ordinary shares. Please also 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 common stock.
LHL
F. Liquidity and Capital Resources, page 191
4.We note your disclosure that "LHL will need additional capital in the future (beyond the
next 12 months) to fund LHL’s operations and project developments" and that you "intend
to finance [y]our future working capital requirements and capital expenditures from cash
generated from operating activities, funds raised from financing activities, and funds
raised in connection with the Business Combination, including proceeds raised from the
PIPE Financing and the funds released from the Trust Account after giving effect to any
redemptions." In light of the significant number of redemptions and the unlikelihood you
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.
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.
FirstName LastNameChris Showalter
Comapany NameLifezone Metals Limited
August 2, 2023 Page 3
FirstName LastName
Chris Showalter
Lifezone Metals Limited
August 2, 2023
Page 3
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.
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Irene
Barberena-Meissner, Attorney-Adviser, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Alyssa Caples