UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: +1
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, 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 13(a) of the Exchange Act.
Item 8.01. Other Events.
On April 8, 2026, Metals Acquisition Corp. II (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and warrants (the “Warrants”) included in the Units commencing on or about April 14, 2026. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “MTAL U”, and the Class A Ordinary Shares and Warrants will separately trade on the New York Stock Exchange under the symbols “MTAL” and “MTAL WS,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: April 8, 2026 | |||
2
Exhibit 99.1
Metals
Acquisition Corp. II Announces the Separate Trading of its Class A
Ordinary Shares and Warrants, Commencing on or about April 14, 2026
GEORGE TOWN, CAYMAN ISLANDS, April 8, 2026 (GLOBE NEWSWIRE) – Metals Acquisition Corp. II (NYSE: MTAL U) (the “Company”) today announced that holders of the units sold in the Company’s initial public offering of 23,000,000 units, completed on March 13, 2026 (the “Offering”), may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on or about April 14, 2026. Any units not separated will continue to trade on the New York Stock Exchange under the symbol “MTAL U,” and each of the Class A ordinary shares and warrants will separately trade on the New York Stock Exchange under the symbols “MTAL” and “MTAL WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 11, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Metals Acquisition Corp. II
Metals Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination in any industry, sector or geographic region, it intends to target opportunities across the natural resources value chain, with a particular focus on metals and mining businesses in high quality, stable jurisdictions. focused on identifying and acquiring high-potential natural resources assets in stable global jurisdictions. The Company’s management team intends to leverage its deep operational expertise and technical mining knowledge, alongside a global network of industry relationships, to identify under-managed or under-funded assets to unlock significant value uplift.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the Offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
CONTACT
Mick McMullen
Executive Chair and Director
Metals Acquisition Corp. II
info@metasacqii.com