Insider filing report for Changes in Beneficial Ownership
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- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Metals Acquisition Corp
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G60405118**
(CUSIP Number)
July 29, 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)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
persons 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.
** Reflects the CUSIP number for the Issuers Units, each consisting of
one Class A ordinary share and one-third of one redeemable warrant
(the Units).
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).
CUSIP No. G60405118
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.2%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G60405118
1
Names of Reporting Persons
ACM ASOF VII Cayman Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.7%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G60405118
1
Names of Reporting Persons
ACM Alameda Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
2.1%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G60405118
1
Names of Reporting Persons
ACM Alamosa (Cayman) Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
3.3%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G60405118
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
8.2%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. G60405118
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.7%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. G60405118
1
Names of Reporting Persons
Corbin Capital Partners Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.7%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. G60405118
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(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 box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.7%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Metals Acquisition Corp
Item 1(b). Address of Issuers 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 Group, LLC (CCPG); and
viii. 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 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. CCPG is a Delaware limited liability
company.
Item 2(d). Title and Class of Securities:
Class A ordinary shares, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
G60405118
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or
240.13d-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.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 8.2% of Shares outstanding, which amount includes (i) 1.2% of
Shares outstanding beneficially owned by ASPIF II, (ii) 1.7% of Shares
outstanding beneficially owned by ASOF, (iii) 2.1% of Shares outstanding
beneficially owned by Alameda and (iv) the 3.3% of Shares outstanding
beneficially owned by Alamosa. Each of CCPG and CCP may be deemed the
beneficial owner of approximately 1.7% of Shares outstanding, which
amount includes 1.7% of Shares outstanding beneficially owned by CEOF.
(These percentages are based on 25,000,000 Shares outstanding as reported
in the Issuers Prospectus filed with the Securities and Exchange Commission
on July 30, 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
CCPG:
(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
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 Alamosas 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.
This Item 5 is not applicable.
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 or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
ASPIF II, ASOF, Alameda, Alamosa, ACM, CEOF, CCPG 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,
CCPG 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.
This Item 9 is not applicable.
Item 10. Certifications.
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.
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
Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
August 6, 2021
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence
of the representatives authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT
INDEX
Ex.
A. Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the Class A ordinary shares of Metals Acquisition Corp,
filed August 6, 2021 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.
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
Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
August 6, 2021