MTAL · Metals Acquisition Corp. II

Summary

Metals Acquisition Corp. II is a blank check company incorporated in the Cayman Islands on November 28, 2025, seeking to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company has no substantial operations and exists solely to pursue such a transaction, targeting businesses with an aggregate fair market value of at least 80% of the Trust Account balance at signing. It is offering 20,000,000 units at $10.00 each, with an over-allotment option for 3,000,000 additional units, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant exercisable at $11.50 per share. Gross proceeds of $200 million ($230 million if over-allotment exercised) will be deposited into a Trust Account, with $2 million for working capital. Founder shares total 7,666,667 Class B ordinary shares (up to 1,000,000 subject to forfeiture), representing 25% ownership post-IPO on an as-converted basis. Private placement warrants total 4,666,666 (or 5,066,666 if over-allotment exercised) sold for $7 million at $1.50 each. The company must complete a Business Combination within 24 months or liquidate, distributing Trust Account funds pro rata to public shareholders. Key governance includes staggered board, sponsor lock-ups, and redemption rights. Investment thesis centers on experienced sponsor team executing a metals/mining-focused SPAC merger.

Key takeaways

• Company incorporated November 28, 2025 as Cayman Islands exempted company with no operations beyond pursuing Business Combination.
• Offering 20,000,000 Firm Units at $10.00 each ($200M gross), plus 3M over-allotment option ($230M total possible).
• Sponsor MAC Partners LLC holds 7,666,667 Class B Founder Shares issued December 13, 2025 for $25,000, convertible to 25% of post-IPO shares.
• Trust Account receives $200M ($230M if full over-allotment), invested in U.S. government securities or money market funds; liquidation after 24 months if no Business Combination.
• Private Placement: 4,666,666 warrants sold for $7M at $1.50 each (Sponsor 3,333,333; Underwriters 1,333,333), non-transferable until 30 days post-Business Combination.
• Key officers/directors: Michael James McMullen (Executive Chair), Morne Engelbrecht (CFO), Patrice Ellen Merrin, Anne Templeman-Jones, Jay Charles Kellerman.
• NYSE listing planned; must complete Business Combination with target ≥80% of Trust Account value.