NT 10-Q 1 tm2211985d2_nt10q.htm NT 10-Q



SEC File Number: 001-40685

CUSIP Number: G60405118



Washington, D.C. 20549


FORM 12b-25



(Check one): ¨  Form 10-K ¨  Form 20-F ¨ Form 11-K x Form 10-Q ¨  Form 10-D ¨ Form N-CEN
  ¨  Form NCSR          


For Period Ended: March 31, 2022                   


¨Transition Report on Form 10-K
¨Transition Report on Form 20-F
¨Transition Report on Form 11-K
¨Transition Report on Form 10-Q


For the Transition Period Ended:___________________________


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




Metals Acquisition Corp


Full Name of Registrant



Former Name if Applicable


425 Houston Street, Suite 400


Address of Principal Executive Office (Street and Number)


Fort Worth, TX 76102


City, State and Zip Code





PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b25(b), the following should be completed. (Check box if appropriate)


  (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 x (b) The subject annual report, semiannual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form NCSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, NCEN, NCSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


Metals Acquisition Corp (the “Company”), is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”).


The Form 10-Q could not be filed within the prescribed time period because the Company and its auditor require additional time to complete the final review of the Company’s financial statements and other disclosures in the Form 10-Q. The Company is diligently working to file the Form 10-Q as soon as reasonably practicable, which the Company anticipates will not be later than the fifth calendar day following the prescribed due date for the Form 10-Q.




(1)Name and telephone number of person to contact in regard to this notification


Marthinus (Jaco) J. Crouse   (817)   698-9901
(Name)   (Area Code)   (Telephone Number)


(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

x Yes ¨ No



(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

¨ Yes x No 


If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.







(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:     May 17, 2022   By:  /s/ Marthinus (Jaco) J. Crouse
        Marthinus (Jaco) J. Crouse, Chief Financial Officer





Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).