Metals Acquisition Corp II-A美股招股说明书(2026-03-12版)

Metals Acquisition Corp.II 20,000,000Units Metals Acquisition Corp.II is a blank check company incorporated as a Cayman Islands exemptedcompany and incorporated for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition, share purchase, reorganization or similar business combination with one or more businesses orentities, which we refer to throughout this prospectus as our initial business combination. We have not selectedany specific business combination target and we have not, nor has anyone on our behalf, engaged in anysubstantive discussions, directly or indirectly, with any business combination target with respect to an initialbusiness combination with us. While we may pursue an initial business combination in any business or industry,we expect to target opportunities across the natural resources value chain, with a particular focus on metals andmining businesses in high quality, stable jurisdictions. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holderthereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as describedherein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the unitsand only whole warrants will trade. The warrants will become exercisable 30days after the completion of ourinitial business combination, and will expire fiveyears after the completion of our initial business combinationor earlier upon redemption or our liquidation, as described in more detail herein. Subject to the terms andconditions described in this prospectus, we may redeem the warrants for cash once the warrants becomeexercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to anadditional 3,000,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or against, our initial business combination, all or a portion of their ClassA ordinary sharesthat were sold as part of the units in this offering, which we refer to collectively as our public shares, inconnection with the completion of our initial business combination at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account described below as of twobusiness days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trustaccount (which interest shall be net of taxes paid or payable), divided by the number of then outstanding publicshares, subject to the limitations and on the conditions described herein. As further described in this prospectus,our amended and restated memorandum and articles of association, a form of which is filed as an exhibit to theregistration statement of which this prospectus forms a part, provides that a public shareholder, together withany affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a“group” (as defined under Section13 of the Securities ExchangeActof1934, as amended (the“ExchangeAct”)), will be restricted from redeeming its public shares with respect to more than an aggregate of15% of the then issued and outstanding public shares, without our prior consent. See “Summary—TheOffering—Limitation on redemption rights of shareholders holding 15% or more of the shares sold in thisoffering if we hold shareholder vote” for further discussion on certain limitations on redemption rights. If we donot consummate an initial business combination within 24months from the closing of this offering, or if ourboard of directors approves an earlier liquidation, we will redeem 100% of the public shares at a per share price,payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned onthe funds held in the trust account (which interest shall be net of taxes paid or payable and up to $100,000 ofinterest to pay liquidation expenses), divided by the number of then issued and outstanding public shares,subject to applicable law and certain conditions as further described herein. We may seek shareholder approvalto amend our amended and restated memorandum and articles of association to extend the date by which wemust consummate our initial business combination. If we seek shareholder approval for an extension, holders ofour public shares will be offered an opportunity to redeem their public shares if such extension is implemented. Prior to this offering, there was no public market for our units, ClassA ordinary shares or warrants. Wehave been approved to have our units listed on The NewYork Stock Exchange, or NYSE, under the symbol“MTAL.U” on or promptly after the date of this prospectus. The ClassA ordinary shares and warrantscomprising