Filing Details
- Accession Number:
- 0000908834-22-000095
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-13 19:00:00
- Filed By:
- Farallon Capital
- Company:
- Metals Acquisition Corp
- Filing Date:
- 2022-02-14
- 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 |
|---|---|---|---|---|---|---|
| Titanium Funding | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Farallon Capital Management | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Philip D. Dreyfuss | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Michael B. Fisch | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Richard B. Fried | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Varun N. Gehani | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Nicolas Giauque | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| David T. Kim | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Michael G. Linn | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Rajiv A. Patel | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Thomas G. Roberts, Jr | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| William Seybold | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Andrew J. M. Spokes | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| John R. Warren | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
| Mark C. Wehrly | 0 | 2,475,000 | 0 | 2,475,000 | 2,475,000 | 9.3% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) |
| G6040510 |
| (Cusip Number) |
| December 31, 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) | |
| S | 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 the 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).
(Continued on following pages)
Page 1 of 22 Pages
Exhibit Index Found on Page 21
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Titanium Funding, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The
reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 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 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Farallon Capital Management, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The
reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 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 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Philip D. Dreyfuss | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The
reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Michael B. Fisch | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The
reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Richard B. Fried | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The
reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Varun N. Gehani | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The
reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Nicolas Giauque | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as
defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION France | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS David T. Kim | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as
defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Michael G. Linn | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as
defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Rajiv A. Patel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as
defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Thomas G. Roberts, Jr. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as
defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS William Seybold | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as
defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Andrew J. M. Spokes | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as
defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS John R. Warren | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as
defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G60405100 |
| 1 | NAMES OF REPORTING PERSONS Mark C. Wehrly | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as
defined in Item 2), which is 9.3% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities
reported by it on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,475,000 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,475,000 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on August
12, 2021 (together with all prior and current amendments thereto, this “Schedule 13G”).
| Item 1. | Issuer |
| (a) | Name of Issuer: |
Metals Acquisition Corp (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices: |
425 Houston Street, Suite 400
Fort Worth, TX 76102
Fort Worth, TX 76102
| Item 2. | Identity and Background |
Title of Class of Securities and CUSIP Number (Items 2(d) and (e))
This statement relates to Class A
ordinary shares, par value $0.0001 per share (the “Shares”), of the Company. The CUSIP number for the Shares is G60405100.
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities
and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.
TF LLC
| (i) | Titanium Funding, LLC, a Delaware limited liability company (“TF LLC”), with respect to the shares held by it. |
The Management Company
| (ii) | Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management
Company”), which is the manager of TF LLC, with respect to the Shares held
by TF LLC. |
The Farallon Individual Reporting Persons
| (iii) | The following persons, each of whom is a managing member or senior managing member, as the
case may be, of the Management Company, with respect to the shares held by TF LLC: Philip D. Dreyfuss (“Dreyfuss”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T.
Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); William Seybold (“Seybold”); Andrew J. M.
Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”). |
Dreyfuss, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together
referred to herein as the “Farallon Individual Reporting Persons.”
The citizenship of each of TF LLC and the
Management Company is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States. Giauque is a citizen of France. Spokes is a citizen of the United Kingdom. The address of
the principal business office of each of the Reporting Persons is c/o Farallon
Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k): |
Not applicable.
| Item 4. | Ownership |
The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting
Person is incorporated herein by reference for each such Reporting Person.
The Shares reported hereby for TF LLC are held directly by TF LLC. The Management Company, as the manager of TF LLC,
may be deemed to be a beneficial owner of such shares held by TF LLC. Each of the Farallon Individual Reporting Persons, as a manager or senior manager, as the case may be, of the Management Company, in each case with the power to exercise investment
discretion, may be deemed to be a beneficial owner of such Shares held by TF LLC. Each of the Management Company and the Farallon Individual Reporting
Persons hereby disclaims any beneficial ownership of any such Shares.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has
ceased to be a beneficial owner of more than five percent of the class of securities, check the following:
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the
cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| 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.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 14, 2022
| /s/ Michael B. Fisch | |
| FARALLON CAPITAL MANAGEMENT, L.L.C., | |
| On its own behalf and | |
| As the Manager of | |
| TITANIUM FUNDING, LLC | |
| By Michael B. Fisch, Managing Member | |
| /s/ Michael B. Fisch | |
| Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T.
Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly |
The Powers of Attorney executed by each of Dreyfuss, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch
to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2020 by such Reporting Persons with respect to the Common Stock of Broadmark Realty
Capital Inc., are hereby incorporated by reference. The Power of Attorney executed by Gehani authorizing Fisch to sign and file this Schedule 13G on his behalf, which was filed as an exhibit to the Schedule 13G filed with the Securities and Exchange
Commission on January 27, 2022 by such Reporting Person with respect to the Class A Common Stock of Berenson Acquisition Corp. I, is hereby incorporated by reference. The Power of Attorney executed by Giauque authorizing Fisch to sign and file this
Schedule 13G on his behalf, which was filed as an exhibit to the Schedule 13G filed with the Securities and Exchange Commission on August 12, 2021 by such Reporting Person with respect to the Class A Ordinary Shares of Metals Acquisition Corp, is
hereby incorporated by reference.
EXHIBIT INDEX
| EXHIBIT 1 | Joint Acquisition Statement Pursuant to Section 240.13d-1(k) |
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other
entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2022
| /s/ Michael B. Fisch | |
| FARALLON CAPITAL MANAGEMENT, L.L.C., | |
| On its own behalf and | |
| As the Manager of | |
| TITANIUM FUNDING, LLC | |
| By Michael B. Fisch, Managing Member | |
| /s/ Michael B. Fisch | |
| Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T.
Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly |
Page 22 of 22 Pages