UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously disclosed in the Current Report on Form 8-K filed on April 18, 2022, Metals Acquisition Corporation (the “Company”) issued an unsecured promissory note (the “Sponsor Convertible Note”) to Green Mountain Metals LLC (the “Sponsor”) pursuant to which the Company borrowed $1,200,000 from the Sponsor for transaction costs reasonably related to the consummation of the Company’s business combination.
On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.
The issuance of the private placement warrants in connection with the conversion of the Sponsor Convertible Note was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
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. | ||
| Date: May 24, 2022 | By: | /s/ Michael James McMullen |
| Name: Michael James McMullen | ||
| Title: Chief Executive Officer | ||