UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1113, 2026

METALS ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43188		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o Maples Corporate Services Limited

PO Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +1 345 814 5303

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	MTAL.U	New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	MTAL.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	MTAL	New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	MTAL WS	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On March 13, 2026, Metals Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 23,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-293143) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 2, 2026, as amended (the “Registration Statement”):

● An Underwriting Agreement, dated March 11, 2026, by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.

● A Warrant Agreement, dated March 11, 2026, by and between the Company and Continental Stock Transfer & Trust company (“Continental”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

● A Letter Agreement, dated March 11, 2026, by and among the Company, its executive officers, its directors, its advisors and MAC Partners LLC, the Company’s sponsor (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

● An Investment Management Trust Agreement, dated March 11, 2026, by and between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

● A Registration Rights Agreement, dated March 11, 2026, by and among the Company, the Sponsor and the holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.

● A Private Placement Warrants Purchase Agreement (the “Sponsor & Advisor Private Placement Warrants Purchase Agreement”), dated March 11, 2026, by and among the Company, the Sponsor and Sternship Advisers Pty Ltd (“Sternship”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.

● A Private Placement Warrants Purchase Agreement (the “Underwriters Private Placement Warrants Purchase Agreement”), dated March 11, 2026, by and among the Company, the Representative and Jett Capital Advisors, LLC (“Jett,” and, together with the Representative, the “Underwriters”), a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.

● An Administrative Services and Indemnification Agreement, dated March 11, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and is incorporated herein by reference.

The material terms of such agreements are fully described in the Company’s final prospectus, dated March 11, 2026, as filed with the Commission on March 12, 2026 (the “Prospectus”) and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On March 13, 2026, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 5,066,666 warrants (the “Private Placement Warrants”) to the Sponsor, Sternship and the Underwriters at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,600,000. Of the 5,066,666 Private Placement Warrants, the Sponsor purchased 3,533,333 Private Placement Warrants, the Representative purchased 1,226,666 Private Placement Warrants, Jett purchased 230,000 Private Placement Warrants and Sternship purchased 76,667 Private Placement Warrants. The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except as described in the Registration Statement. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 11, 2026, in connection with the IPO, Patrice Ellen Merrin, Anne Templeman-Jones and Jay Charles Kellerman were each appointed to the Company’s board of directors’ (the “Board”) Audit Committee, the Board’s Compensation Committee and the Board’s Nominating and Corporate Governance Committee, with Anne Templeman-Jones, Jay Charles Kellerman and Patrice Ellen Merrin serving as chairperson of the Audit Committee, chairperson of the Compensation Committee, and chairperson of the Nominating and Corporate Governance Committee, respectively.

On March 11, 2026, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6 to the Registration Statement, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On March 11, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Articles”), effective the same day. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

~~A total~~As ofpreviously ~~$230~~reported,~~000,000~~ ofon March ~~the~~13, ~~net~~2026, ~~proceeds~~Metals ~~from~~Acquisition ~~the~~Corp. ~~IPO~~II (~~which~~the ~~amount~~“Company”) ~~includes~~consummated upits toinitial ~~$9,200,000~~public ofoffering ~~the underwriters’ deferred commission~~(“IPO”) ~~and the sale~~ of ~~the~~23,000,000 ~~Private Placement Warrants~~units, ~~was~~which ~~placed~~includes ~~in a U.S.-based trust account maintained by Continental~~3,000,000 ~~acting~~units asissued ~~trustee. Except~~pursuant ~~with respect~~ to ~~interest earned on~~ the ~~funds~~exercise ~~held~~by in the ~~trust~~underwriters ~~account that may be released to the Company to pay its taxes and up to $100,000~~ of ~~interest~~their tooverallotment ~~pay liquidation expenses, the funds held~~ option in ~~the~~full ~~trust account will not be released from~~ (the ~~trust~~“Units”). ~~account until~~Each ~~the~~Unit ~~earliest~~consists of ~~(i)~~one ~~the~~Class ~~completion~~A ofordinary ~~the~~share ~~Company’s initial business combination or an earlier redemption in connection with the commencement~~ of the ~~consummation of the initial business combination if the~~ Company, ~~determines~~par itvalue is$0.0001 ~~desirable~~per ~~to facilitate the completion~~share ~~of the initial business combination,~~ (~~ii)~~ the ~~redemption of the~~ “Class A Ordinary Shares ~~included in the Units sold in the IPO (the “public shares~~”), ifand ~~the~~one-third ~~Company~~of isone ~~unable~~redeemable towarrant ~~complete~~of ~~its initial business combination within 24 months from~~ the ~~closing~~Company of(each ~~the~~whole ~~IPO~~warrant, ~~subject~~ toa ~~applicable law or (iii~~“Warrant”), with ~~the~~each ~~redemption~~Warrant ofentitling ~~any of~~ the ~~public~~holder ~~shares~~thereof ~~properly submitted in connection with a shareholder vote~~ to ~~amend~~purchase ~~the~~one ~~Company’s~~Class ~~Amended Articles (~~A) toOrdinary ~~modify~~Share ~~the~~for ~~substance~~$11.50 orper ~~timing~~share, ofsubject ~~the Company’s obligation~~ to ~~allow~~adjustment. ~~redemption~~The inUnits ~~connection~~were ~~with~~sold ~~its~~at ~~initial~~a ~~business~~price ~~combination or to redeem 100%~~ of ~~its~~$10.00 ~~public~~per ~~shares~~Unit, ifgenerating itgross ~~has~~proceeds ~~not~~to ~~consummated an initial business combination within 24 months from~~ the ~~closing~~Company of ~~the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity~~$230,000,000.

OnAlso as previously reported, on March 1113, 2026, simultaneously with the consummation of the IPO, the Company ~~issued~~ acompleted ~~press~~the ~~release~~private ~~announcing~~sale (the ~~pricing~~“Private Placement”) of an aggregate of 5,066,666 warrants (the ~~IPO~~“Private Placement Warrants”) to MAC Partners LLC, the Company’s sponsor (the “Sponsor”), Sternship Advisers Pty Ltd (“Sternship”), Cohen & Company Capital Markets, a ~~copy~~division of ~~which~~Cohen is& ~~attached~~Company asSecurities, ~~Exhibit~~LLC ~~99.~~(“Cohen”) and Jett Capital Advisors, LLC (“Jett” and, together with Cohen, the “Underwriters”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to ~~this~~the ~~Current~~Company ~~Report~~of on$7,600,000. ~~Form~~Of ~~8-K~~the 5,066,666 Private Placement Warrants, the Sponsor purchased 3,533,333 Private Placement Warrants, Cohen purchased 1,226,666 Private Placement Warrants, Jett purchased 230,000 Private Placement Warrants and Sternship purchased 76,667 Private Placement Warrants.

OnA ~~March~~total ~~13,~~of ~~2026~~$230,000,000 of the ~~Company issued~~proceeds afrom ~~press~~the ~~release~~IPO ~~announcing~~and ~~the~~Private ~~closing~~Placement, which amount includes up to $9,200,000 of the ~~IPO~~Underwriters’ deferred commission, was aplaced ~~copy~~in ofa ~~which~~U.S.-based istrust ~~attached~~account asmaintained ~~Exhibit~~by ~~99.2~~Continental toStock ~~this~~Transfer ~~Current~~& ~~Report~~Trust onCompany, ~~Form~~acting ~~8-K~~as trustee.

An audited balance sheet as of March 13, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated March 11, 2026, by and between the Company and the Representative.
99.1		Audited Balance Sheet as of March 13, 2026.
3.1		Amended and Restated Memorandum and Articles of Association.
4.1		Warrant Agreement, dated March 11, 2026, by and between the Company and Continental, as warrant agent.
10.1		Letter Agreement, dated March 11, 2026, by and among the Company, its executive officers, its directors and the Sponsor.
10.2		Investment Management Trust Agreement, dated March 11, 2026, by and between the Company and Continental, as trustee.
10.3		Registration Rights Agreement, dated March 11, 2026, by and among the Company, the Sponsor and the Holders signatory thereto.
10.4		Private Placement Warrants Purchase Agreement, dated March 11, 2026, by and among the Company, the Sponsor and Sternship.
10.5		Private Placement Warrants Purchase Agreement, dated March 11, 2026, by and among the Company and the Underwriters.
10.6		Administrative Services and Indemnification Agreement, dated March 11, 2026, by and between the Company and the Sponsor.
99.1		Press Release, dated March 11, 2026.
99.2		Press Release, dated March 13, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	METALS ACQUISITION CORP. II
	By:	/s/ Michael James McMullen
		Name:	Michael James McMullen
		Title:	Director and Executive Chair
Dated: March 16, 2026
Dated: March 19, 2026

Filing Compare · Metals Acquisition Corp. II