Metals Acquisition SC 13G/AMetals Acquisition / BALYASNY ASSET MANAGEMENT ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Metals Acquisition Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G60405100

(CINS Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1 (a) Name of Issuer:

Metals Acquisition Corp. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices:

425 Houston Street

Suite 400

Fort Worth, TX 76102

United States

Item 2 (a) – (c) This statement is filed on behalf of the following:

(1) Atlas Diversified Master Fund, Ltd. is a Cayman corporation (“ADMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(2) Atlas Diversified Fund, Ltd. is a Cayman corporation (“ADF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. ADF LTD owns 96.88% of the equity interests in ADMF.

(3) Atlas Diversified Fund, L.P. is a Delaware limited partnership (“ADF LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. ADF LP owns 3.12% of the equity interests in ADMF.

(4) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(5) Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. AG owns 3.87% of the equity interests in AMF.

(6) Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AGI owns 96.07% of the equity interests in AMF.

(7) Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

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(8) Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. AEF LP owns 31.61% of the equity interests in AEMF.

(9) Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AEF LTD owns 56.06% of the equity interests in AEMF.

(10) Atlas Portable Alpha, LP is a Delaware limited partnership (“APA LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. APA LP owns 4.26% of the equity interests in AEMF.

(11) Atlas Terra Fund, Ltd. is a Cayman corporation (“ATF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. ATF LTD owns 2.11% of the equity interests in AEMF.

(12) Atlas Institutional Equity Fund, L.P. is a Delaware limited partnership (“AIEF LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. AIEF LP owns 5.95% of the equity interests in AEMF.

(13) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. BAM is the investment manager to each of ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP.

(14) Dmitry Balyasny, a United States citizen whose business address is 444 West Lake Street, 50^th Floor, Chicago, IL 60606. Dmitry Balyasny indirectly controls 100% of the general partner of BAM.

(d) Title of Class of Securities:

Common Stock

(e) CINS Number: G60405100

Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

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Item 4 Ownership:

ADMF

(a) Amount Beneficially Owned:

1,498,817

(b) Percent of Class:

5.65%

(c) Number of Shares as to which person has:

1,498,817

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,498,817

(iv) Shared power to dispose or to direct disposition of:

None

ADF LTD

(a) Amount Beneficially Owned:

By virtue of its ownership of 96.88% of the equity interest in ADMF, ADF LTD may be deemed to beneficially own the 1,498,817 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b) Percent of Class:

5.65%

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(c) Number of Shares as to which person has:

1,498,817

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,498,817

(iv) Shared power to dispose or to direct disposition of:

None

ADF LP

(a) Amount Beneficially Owned:

By virtue of its ownership of 3.12% of the equity interest in ADMF, ADF LP may be deemed to beneficially own the 1,498,817 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b) Percent of Class:

5.65%

(c) Number of Shares as to which person has:

1,498,817

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,498,817

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(iv) Shared power to dispose or to direct disposition of:

None

AMF

(a) Amount Beneficially Owned:

By virtue of its ownership of 8.97% of the equity interest in ADMF, AMF may be deemed to beneficially own the 107,291 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b) Percent of Class:

0.40%

(c) Number of Shares as to which person has:

107,291

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

107,291

(iv) Shared power to dispose or to direct disposition of:

None

AG

(a) Amount Beneficially Owned:

By virtue of its ownership of 3.87% of the equity interest in AMF, AG may be deemed to beneficially own the 107,291 Shares of the Company’s Common Stock beneficially owned by ADMF.

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(b) Percent of Class:

0.40%

(c) Number of Shares as to which person has:

107,291

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

107,291

(iv) Shared power to dispose or to direct disposition of:

None

AGI

(a) Amount Beneficially Owned:

By virtue of its ownership of 96.07% of the equity interest in AMF, AGI may be deemed to beneficially own the 107,291 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b) Percent of Class:

0.40%

(c) Number of Shares as to which person has:

(i) Sole power to vote or to direct vote:

107,291

(ii) Shared power to vote or to direct vote:

None

107,291

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(iv) Shared power to dispose or to direct disposition of:

None

AEMF

(a) Amount Beneficially Owned:

By virtue of its ownership of 91.03% of the equity interest in ADMF, AEMF may be deemed to beneficially own the 1,391,526 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b) Percent of Class:

5.25%

(c) Number of Shares as to which person has:

(i) Sole power to vote or to direct vote:

1,391,526

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,391,526

(iv) Shared power to dispose or to direct disposition of:

None

AEF LP

(a)    Amount Beneficially Owned:

By virtue of its ownership of 31.61% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 1,391,526 Shares of the Company’s Common Stock beneficially owned by ADMF.

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(b) Percent of Class:

5.25%

(c) Number of Shares as to which person has:

(i) Sole power to vote or to direct vote:

1,391,526

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,391,526

(iv) Shared power to dispose or to direct disposition of:

None

AEF LTD

(a)    Amount Beneficially Owned:

By virtue of its ownership of 56.06% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 1,391,526 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b) Percent of Class:

5.25%

(c) Number of Shares as to which person has:

(i) Sole power to vote or to direct vote:

1,391,526

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,391,526

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(iv) Shared power to dispose or to direct disposition of:

None

APA LP

(a)    Amount Beneficially Owned:

By virtue of its ownership of 4.26% of the equity interest in AEMF, APA LP may be deemed to beneficially own the 1,391,526 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b) Percent of Class:

5.25%

(c) Number of Shares as to which person has:

(i) Sole power to vote or to direct vote:

1,391,526

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,391,526

(iv) Shared power to dispose or to direct disposition of:

None

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ATF LTD

(a)    Amount Beneficially Owned:

By virtue of its ownership of 2.11% of the equity interest in AEMF, ATF LTD may be deemed to beneficially own the 1,391,526 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b) Percent of Class:

5.25%

(c) Number of Shares as to which person has:

(i) Sole power to vote or to direct vote:

1,391,526

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,391,526

(iv) Shared power to dispose or to direct disposition of:

None

AIEF LP

(a)    Amount Beneficially Owned:

By virtue of its ownership of 5.95% of the equity interest in AEMF, AIEF LP may be deemed to beneficially own the 1,391,526 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b) Percent of Class:

5.25%

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(c) Number of Shares as to which person has:

(i) Sole power to vote or to direct vote:

1,391,526

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,391,526

(iv) Shared power to dispose or to direct disposition of:

None

BAM

By virtue of its position as investment manager to each of ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP, BAM may be deemed to beneficially own the 1,498,817 Shares of the Company’s Common Stock beneficially owned by ADMF, ADF LTD, ADF LP, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP, ATF LTD and AIEF LP.

(b) Percent of Class:

5.65%

(c) Number of Shares as to which person has:

(i) Sole power to vote or to direct vote:

1,498,817

(ii) Shared power to vote or to direct vote:

None

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(iii) Sole power to dispose or direct disposition of:

1,498,817

(iv) Shared power to dispose or to direct disposition of:

None

Dmitry Balyasny

By virtue of his position as the sole control person for BAM, Mr. Balyasny may be deemed to beneficially own the 1,498,817 Shares of the Company’s Common Stock beneficially owned by BAM.

(b) Percent of Class:

5.65%

(c) Number of Shares as to which person has:

(i) Sole power to vote or to direct vote:

1,498,817

(ii) Shared power to vote or to direct vote:

None

(iii) Sole power to dispose or direct disposition of:

1,498,817

(iv) Shared power to dispose or to direct disposition of:

None

Item 5 Ownership of Five Percent or Less of a Class:

Applicable

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

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Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable

Item 8 Identification and Classification of Members of the Group:

Not Applicable

Item 9 Notice of Dissolution of Group:

Not Applicable

Item 10 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 27 of 29 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022

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