MAC Copper Limited filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On March 13, 2026, Metals Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 23,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-293143) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 2, 2026, as amended (the “Registration Statement”):
| ● | An Underwriting Agreement, dated March 11, 2026, by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. |
| ● | A Warrant Agreement, dated March 11, 2026, by and between the Company and Continental Stock Transfer & Trust company (“Continental”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. |
| ● | A Letter Agreement, dated March 11, 2026, by and among the Company, its executive officers, its directors, its advisors and MAC Partners LLC, the Company’s sponsor (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated March 11, 2026, by and between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated March 11, 2026, by and among the Company, the Sponsor and the holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement (the “Sponsor & Advisor Private Placement Warrants Purchase Agreement”), dated March 11, 2026, by and among the Company, the Sponsor and Sternship Advisers Pty Ltd (“Sternship”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement (the “Underwriters Private Placement Warrants Purchase Agreement”), dated March 11, 2026, by and among the Company, the Representative and Jett Capital Advisors, LLC (“Jett,” and, together with the Representative, the “Underwriters”), a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference. |
| ● | An Administrative Services and Indemnification Agreement, dated March 11, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and is incorporated herein by reference. |
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The material terms of such agreements are fully described in the Company’s final prospectus, dated March 11, 2026, as filed with the Commission on March 12, 2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On March 13, 2026, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 5,066,666 warrants (the “Private Placement Warrants”) to the Sponsor, Sternship and the Underwriters at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,600,000. Of the 5,066,666 Private Placement Warrants, the Sponsor purchased 3,533,333 Private Placement Warrants, the Representative purchased 1,226,666 Private Placement Warrants, Jett purchased 230,000 Private Placement Warrants and Sternship purchased 76,667 Private Placement Warrants. The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except as described in the Registration Statement. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2026, in connection with the IPO, Patrice Ellen Merrin, Anne Templeman-Jones and Jay Charles Kellerman were each appointed to the Company’s board of directors’ (the “Board”) Audit Committee, the Board’s Compensation Committee and the Board’s Nominating and Corporate Governance Committee, with Anne Templeman-Jones, Jay Charles Kellerman and Patrice Ellen Merrin serving as chairperson of the Audit Committee, chairperson of the Compensation Committee, and chairperson of the Nominating and Corporate Governance Committee, respectively.
On March 11, 2026, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6 to the Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On March 11, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Articles”), effective the same day. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.
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Item 8.01. Other Events.
A total of $230,000,000 of the net proceeds from the IPO (which amount includes up to $9,200,000 of the underwriters’ deferred commission) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay liquidation expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination or an earlier redemption in connection with the commencement of the consummation of the initial business combination if the Company determines it is desirable to facilitate the completion of the initial business combination, (ii) the redemption of the Class A Ordinary Shares included in the Units sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On March 11, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On March 13, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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SIGNATURE
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. II | |||
| By: | /s/ Michael James McMullen | ||
| Name: | Michael James McMullen | ||
| Title: | Director and Executive Chair | ||
| Dated: March 16, 2026 | |||
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