SEC Form POS EX filed by Metals Acquisition Limited

As filed with the Securities and Exchange Commission on August 9, 2024

Registration No. 333-276216

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM F-1

ON

FORM F-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

METALS ACQUISITION LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Michael James McMullen

3rd Floor, 44 Esplanade,

St. Helier, Jersey, JE4 9WG

+44 1534 514 000

(Address and telephone number of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Ave., Suite 204

Newark, Delaware 19711

(302) 738-6680

(Name, address and telephone number of agent for service)

Copies to:

Ryan J. Dzierniejko

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effectiveness of this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. x

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Post-Effective Amendment No. 4 (“Post-Effective Amendment No. 4”) to Form F-1 on Form F-3 amends the Registration Statement on Form F-1 of Metals Acquisition Limited (Registration No. 333-276216), as amended prior to the date hereto (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on April 16, 2024. This Post-Effective Amendment No. 4 is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, for the purpose of (i) filing revised Exhibits 5.1, 23.1, 23.2 and 23.3 to the Registration Statement, and (ii) removing the previously filed Exhibits 5.2 and 23.4.

Exhibit 5.1 is being refiled to reflect the current composition of the securities offered for resale under the Registration Statement, such amount consisting of 55,640,065 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), issued or issuable to certain Selling Securityholders. In connection with the redemption by the Company on June 6, 2024, of the Public Warrants and Private Warrants in accordance with their terms (the “Redemption”), the Company (1) terminated the primary offering of 8,838,260 Ordinary Shares issuable upon exercise of the 8,838,260 Public Warrants that was reflected in the amended Form F-1 filed January 9, 2024 (the “Prior Form F-1”) and (2) terminated the secondary offering of the 6,535,304 Private Warrants that was reflected in the Prior Form F-1 (the secondary offering of up to 6,535,304 Ordinary Shares issued upon the exercise of the Private Warrants was retained pursuant to existing contractual obligations for the benefit of holders of Private Warrants who exercised their warrants ahead of the Redemption). The 3,187,500 Financing Warrants remain outstanding and the Registration Statement continues to cover the secondary offering of the 3,187,500 Ordinary Shares issuable upon the exercise of the Financing Warrants. Since the Registration Statement no longer covers the resale of any Private Warrants, Exhibits 5.2 and 23.4 have been removed. The Registration Statement is hereby amended to reflect the replacement and removal of such exhibits.

Item 8. Exhibits

#            Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Company customarily and actually treats that information as private or confidential and the omitted information is not material.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Perth, Australia, on August 9, 2024.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated

AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Metals Acquisition Limited, has signed this registration statement in the City of Newark, State of Delaware, on August 9, 2024.