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Home > Insider Trading > Latest 13D and 13G Filings > 13G Filing (0000895345-21-001052)

Filing Details

Accession Number:
0000895345-21-001052
Form Type:
13G Filing
Publication Date:
2021-12-13 19:00:00
Filed By:
Atalaya Capital Management Lp
Company:
Metals Acquisition Corp
Filing Date:
2021-12-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Atalaya Special Purpose Investment Fund II 0 294,296 0 294,296 294,296 1.1%
ACM ASOF VII (Cayman) Holdco 0 415,313 0 415,313 415,313 1.6%
ACM Alameda Special Purpose Investment Fund II 0 519,106 0 519,106 519,106 2.0%
ACM Alamosa (Cayman) Holdco 0 830,343 0 830,343 830,343 3.1%
Atalaya Capital Management 0 2,059,688 0 2,059,688 2,059,688 7.8%
Corbin ERISA Opportunity Fund, Ltd 0 415,312 0 415,312 415,312 1.6%
Corbin Capital Partners GP 0 415,312 0 415,312 415,312 1.6 %
Corbin Capital Partners Group 0 0 0 0 0 0%
Corbin Capital Partners 0 415,312 0 415,312 415,312 1.6%
Filing



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Metals Acquisition Corp
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G60405118**
(CUSIP Number)

October 1, 2021***
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)

☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

** Reflects the CUSIP number for the Issuer’s Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (the “Units”).
*** The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s Class A ordinary shares, par value $0.0001 per share on August 6, 2021 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Capital Partners Group, LLC as the general partner of Corbin ERISA Opportunity Fund, Ltd. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.


CUSIP No. G60405118
13G
  

1
NAMES OF REPORTING PERSONS
 
 
 Atalaya Special Purpose Investment Fund II LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 294,296
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 294,296
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 294,296
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 1.1%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 


CUSIP No. G60405118
13G
  

1
NAMES OF REPORTING PERSONS
 
 
 ACM ASOF VII (Cayman) Holdco LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 415,313
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 415,313
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 415,313
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 1.6%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 


CUSIP No. G60405118
13G

1
NAMES OF REPORTING PERSONS
 
 
 ACM Alameda Special Purpose Investment Fund II LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 519,106
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 519,106
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 519,106
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 2.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 


CUSIP No. G60405118
13G
  

1
NAMES OF REPORTING PERSONS
 
 
 ACM Alamosa (Cayman) Holdco LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 830,343
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 830,343
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 830,343
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 3.1%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 

 
 

CUSIP No. G60405118
13G
  

1
NAMES OF REPORTING PERSONS
 
 
 Atalaya Capital Management LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 2,059,688
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,059,688
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 2,059,688
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 7.8%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IA, PN
 
 
 
 

 

CUSIP No. G60405118
13G
  

1
NAMES OF REPORTING PERSONS
 
 
 Corbin ERISA Opportunity Fund, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 415,312
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 415,312
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 415,312
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 1.6%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

 

CUSIP No. G60405118
13G
  

1
NAMES OF REPORTING PERSONS
 
 
 Corbin Capital Partners GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 415,312
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 415,312
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 415,312
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.6 %
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 


CUSIP No. G60405118
13G
  

1
NAMES OF REPORTING PERSONS
 
 
 Corbin Capital Partners Group, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

 

CUSIP No. G60405118
13G
  

1
NAMES OF REPORTING PERSONS
 
 
 Corbin Capital Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 415,312
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 415,312
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 415,312
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 1.6%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IA, PN
 
 
 
 

 
 
Explanatory Note

The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s Class A ordinary shares, par value $0.0001 per share on August 6, 2021 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Capital Partners Group, LLC as the general partner of Corbin ERISA Opportunity Fund, Ltd. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.

Item 1.(a) Name of Issuer

Metals Acquisition Corp

Item 1.(b) Address of Issuer’s Principal Executive Offices

425 Houston Street, Suite 400, Fort Worth, TX 76102

Item 2.(a) Name of Person Filing

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

(i)
Atalaya Special Purpose Investment Fund II LP (“ASPIF II”);
(ii)
ACM ASOF VII (Cayman) Holdco LP (“ASOF”)
(iii)
ACM Alameda Special Purpose Investment Fund II LP (“Alameda”);
(iv)
ACM Alamosa (Cayman) Holdco LP (“Alamosa”);
(v)
Atalaya Capital Management LP (“ACM”);
(vi)
Corbin ERISA Opportunity Fund, Ltd. (“CEOF”);
(vii)
Corbin Capital Partners GP, LLC (“Corbin GP”);
(viii)
Corbin Capital Partners Group, LLC (“CCPG”) and
(ix)
Corbin Capital Partners, L.P. (“CCP”).

Item 2.(b) Address of Principal Business Office or, if None, Residence

The address of the principal business office of each of ASPIF II, ASOF, Alameda, Alamosa and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. The address of the principal business office of each of CEOF, CCPG, Corbin GP and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022.

Item 2.(c) Citizenship

Each of ASPIF II, ACM and CCP is a Delaware limited partnership. Each of ASOF, Alameda and Alamosa is a Cayman Islands exempted limited partnership. CEOF is a Cayman Islands exempted company. Each of CCPG and Corbin GP is a Delaware limited liability company.
Item 2.(d) Title of Class of Securities

Class A common stock, par value $0.0001 per share (the “Shares”).

Item 2.(e) CUSIP Number

G60405118

Item 3.    If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4(a). Amount Beneficially Owned:

As of the date hereof, ACM may be deemed the beneficial owner of 2,059,688 Shares underlying Units, which amount includes (i) the 294,926 Shares underlying Units beneficially owned by ASPIF II, (ii) the 415,313 Shares underlying Units beneficially owned by ASOF, (iii) the 519,106 Shares underlying Units beneficially owned by Alameda and (iv) the 830,343 Shares underlying Units beneficially owned by Alamosa. Each of CCPG and CCP may be deemed the beneficial owner of 415,312 Shares underlying Units, which amount includes the 415,312 Shares underlying Units beneficially owned by CEOF. As of October 1, 2021, CCPG ceased to beneficially own any Shares.

Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of approximately 7.8% of Shares outstanding, which amount includes (i) 1.1% of Shares outstanding beneficially owned by ASPIF II, (ii) 1.6% of Shares outstanding beneficially owned by ASOF, (iii) 2.0% of Shares outstanding beneficially owned by Alameda and (iv) the 3.1% of Shares outstanding beneficially owned by Alamosa. Each of CCPG and CCP may be deemed the beneficial owner of approximately 1.6% of Shares outstanding, which amount includes 1.6% of Shares outstanding beneficially owned by CEOF. As of October 1, 2021, CCPG ceased to beneficially own any Shares. (These percentages are based on 26,514,780 Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.)

Item 4(c). Number of shares as to which such person has:

ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 294,926
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 294,926

ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 415,313
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 415,313

Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 519,106
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 519,106

Alamosa:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 830,343
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 830,343

ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,059,688
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,059,688

CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 415,312
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 415,312

Corbin GP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 415,312
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 415,312

CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0

CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 415,312
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 415,312

The Shares are directly held by ASPIF II, ASOF, Alameda, Alamosa and CEOF (the “Direct Holders”). As ASPIF II, ASOF, Alameda and Alamosa’s investment manager, ACM has the power to vote and direct the disposition of all Shares held by ASPIF II, ASOF, Alameda and Alamosa. As CEOFs investment manager, CCP has the power to vote and direct the disposition of all Shares held by CEOF. This report shall not be deemed an admission that ACM, CCP, the Direct Holders or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Act, or for any other purpose.

Item 5.  Ownership of Five Percent or Less of a Class

As of October 1, 2021, CCPG ceased to beneficially own any Shares and this Amendment No. 1 serves as an exit filing for CCPG.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

This Item 6 is not applicable.
 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

This Item 7 is not applicable.

Item 8.  Identification and Classification of Members of the Group

ASPIF II, ASOF, Alameda, Alamosa, ACM, CEOF, Corbin GP and CCP may be deemed members of a group, as defined in Rule 13d-5 under the Act, with respect to the Shares. Such group may be deemed to beneficially own 2,475,000 Shares. CEOF, Corbin GP and CCP disclaim beneficial ownership over the Shares held directly by ASPIF II, ASOF, Alameda and Alamosa. ASPIF II, ASOF, Alameda, Alamosa and ACM disclaim beneficial ownership over the Shares held directly by CEOF.

Item 9.  Notice of Dissolution of Group

As of October 1, 2021, CCPG ceased to beneficially own any Shares and, as of that date, ceased to be a member of a group with the other Reporting Persons with respect to the Issuer’s Shares.

Item 10.   Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 14, 2021


 
Atalaya Special Purpose Investment Fund II LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory
 

 
 
ACM ASOF VII (Cayman) Holdco LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory

 
 
 
ACM Alameda Special Purpose Investment Fund II LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory

 
 
 
ACM Alamosa (Cayman) Holdco LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory
 

 
 
Atalaya Capital Management LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory


 
Corbin ERISA Opportunity Fund, Ltd.
 
 
By:
Its:
Corbin Capital Partners, L.P.
Investment Manager
 
 
By:
 /s/ Daniel Friedman
 
Name:
 Daniel Friedman
 
Title:
General Counsel


 
Corbin Capital Partners GP, LLC
 
 
By:
 /s/ Daniel Friedman
 
Name:
 Daniel Friedman
 
Title:
Authorized Signatory


 
Corbin Capital Partners Group, LLC
 
 
By:
 /s/ Daniel Friedman
 
Name:
 Daniel Friedman
 
Title:
Authorized Signatory


 
Corbin Capital Partners, L.P.
 
 
By:
 /s/ Daniel Friedman
 
Name:
 Daniel Friedman
 
Title:
General Counsel

 
 

JOINT FILING AGREEMENT


The undersigned hereby agree that this Amendment No. 1 to the statement on Schedule 13G with respect to the Class A ordinary shares of Metals Acquisition Corp is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
Dated:  December 14, 2021

 
Atalaya Special Purpose Investment Fund II LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory
 

 
 
ACM ASOF VII (Cayman) Holdco LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory

 
 
 
ACM Alameda Special Purpose Investment Fund II LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory

 
 
 
ACM Alamosa (Cayman) Holdco LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory
 

 
 
Atalaya Capital Management LP
 
 
By:
 /s/ Drew Phillips
 
Name:
 Drew Phillips
 
Title:
Authorized Signatory


 
Corbin ERISA Opportunity Fund, Ltd.
 
 
By:
Its:
Corbin Capital Partners, L.P.
Investment Manager
 
 
By:
 /s/ Daniel Friedman
 
Name:
 Daniel Friedman
 
Title:
General Counsel


 
Corbin Capital Partners GP, LLC
 
 
By:
 /s/ Daniel Friedman
 
Name:
 Daniel Friedman
 
Title:
Authorized Signatory


 
Corbin Capital Partners Group, LLC
 
 
By:
 /s/ Daniel Friedman
 
Name:
 Daniel Friedman
 
Title:
Authorized Signatory


 
Corbin Capital Partners, L.P.
 
 
By:
 /s/ Daniel Friedman
 
Name:
 Daniel Friedman
 
Title:
General Counsel