Metals Acquisition Corp II-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2026 Commission file number: 001-43188 METALS ACQUISITION CORP. II(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of August 12, 2026, there were 23,000,000 Class A ordinary shares, $0.0001 par value and 7,666,667 Class B ordinary shares,$0.0001 par value, issued and outstanding. METALS ACQUISITION CORP. II FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim Financial StatementsCondensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20251Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 (Unaudited)2Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three and Six Months Ended June 30,2026 (Unaudited)3Condensed Statement of Cash Flows for the Six Months Ended June 30, 2026 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3. Quantitative and Qualitative Disclosures About Market Risk22Item 4. Controls and Procedures22Part II. Other InformationItem 1. Legal Proceedings23Item 1A. Risk Factors23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds23Item 3. Defaults Upon Senior Securities23Item 4. Mine Safety Disclosures23Item 5. Other Information23Item 6. Exhibits24Part III. Signatures25 PART I - FINANCIAL INFORMATION METALS ACQUISITION CORP. IICONDENSED BALANCE SHEETS (1)As of December 31, 2025, included up to 1,000,000 ClassB ordinary shares subject to forfeiture if the over-allotmentoption wasnot exercised in full or in part by the underwriters (see Note5). On March 13, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longersubject to forfeiture. The accompanying notes are an integral part of these unaudited condensed financial statements. METALS ACQUISITION CORP. IICONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) (1)Up to March 13, 2026, excluded 1,000,000 ClassB ordinary shares subject to forfeiture if the over-allotmentoption was notexercised in full or in part by the underwriters (see Note5). On March 13, 2026, the underwriters exercised their over-allotmentoption in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject toforfeiture. The accompanying notes are an integral part of these unaudited condensed financial statements. METALS ACQUISITION CORP. IICONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITYFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026(UNAUDITED) (1)As of December 31, 2025, included up to 1,000,000 ClassB ordinary shares subject to forfeiture if the over-allotmentoption wasnot exercised in full or in part by the underwriters (see Note5). On March 13, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longersubject to forfeiture. The accompanying notes are an integral part of these unaudited condensed financial statements. METALS ACQUISITION CORP. IICONDENSED STATEMENT OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 30, 2026(UNAUDITED) Cash Flows from Operating Activities:Net income $1,928,457Adjustments to reconcile net income to net cash used in