Metals Acquisition Corp. II Releases Audited Balance Sheet as of March 13, 2026

Key Highlights

• Initial Public Offering (IPO) Successfully Completed:
  Metals Acquisition Corp. II (the “Company”), a blank check company, completed its IPO on March 13, 2026, raising gross proceeds of \$230 million through the sale of 23,000,000 units at \$10.00 per unit, including full exercise of the underwriters’ over-allotment option.
• Strong Cash Position Secured:
  As of March 13, 2026, the Company holds \$2,346,149 in cash and \$230,000,000 in its Trust Account, providing a robust capital base for future business combinations.
• Private Placement Warrants:
  Simultaneously with the IPO, 5,066,666 Private Placement Warrants were sold at \$1.50 per warrant, generating an additional \$7.6 million. These were purchased by the Sponsor, Cohen & Company Capital Markets, Jett Capital Advisors, and Sternship Advisers.
• Transaction Costs:
  Total offering costs amounted to \$14,481,900, including \$4,600,000 as an upfront underwriting fee, \$9,200,000 as deferred underwriting fees, and \$681,900 in other costs.
• Redemption Rights and Shareholder Protections:
  Public shareholders are entitled to redeem their shares in connection with a business combination for a pro rata share of the Trust Account (initially \$10.00 per share plus accrued interest, net of taxes and up to \$100,000 for liquidation expenses).
• Timeline for Business Combination:
  The Company has a 24-month window from the IPO closing to complete a business combination, with possible extension subject to shareholder vote and redemption rights.
• Founders and Sponsor Commitment:
  The Sponsor (MAC Partners LLC) holds 7,666,667 Class B ordinary shares (Founder Shares), which convert to Class A shares upon business combination, subject to certain restrictions and lock-up agreements. The Sponsor has also agreed to certain indemnification obligations to protect the Trust Account.
• Warrant Structure and Potential Dilution:
  12,733,333 Warrants (7,666,667 Public and 5,066,666 Private Placement Warrants) are outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at \$11.50, subject to adjustments. The Company may redeem the warrants if the share price exceeds \$18.00 for a specified period.
• Segment Reporting:
  The Company currently operates in a single reportable segment, with the Executive Chair serving as the Chief Operating Decision Maker.
• Regulatory Compliance and Emerging Growth Company Status:
  The Company qualifies as an emerging growth company and has elected to use extended transition periods for new or revised accounting standards.

Details for Shareholders and Potential Price-Sensitive Information

• Shareholder Redemption Rights:
  The structure allows public shareholders to redeem their shares for cash if they do not approve the business combination, providing downside protection but also potentially leading to significant share redemptions and changes in capital structure.
• Deferred Underwriting Fees:
  The \$9.2 million deferred underwriting fee will only be paid upon completion of a business combination, aligning underwriter incentives with shareholder interests.
• Potential Dilution:
  Conversion of Founder Shares and exercise of Warrants could significantly dilute public shareholders, especially if additional Class A shares or equity-linked securities are issued in connection with the business combination.
• Trust Account Protection:
  The Sponsor is liable (with exceptions) for claims that reduce the Trust Account below the redemption value, offering an additional layer of security for public shareholders.
• Risks of Business Combination Failure:
  If the Company does not complete a business combination within the specified period, it will liquidate and return funds to public shareholders, but Warrants (including Private Placement Warrants) would expire worthless.
• Lock-up and Transfer Restrictions:
  Founder Shares and Private Placement Warrants are subject to transfer restrictions for up to 180 days after the business combination, which may affect liquidity and supply dynamics post-combination.
• Valuation of Warrants:
  The fair value of the Public Warrants at issuance was \$3,020,667 (\$0.39 per warrant), determined using a Monte Carlo Simulation, reflecting market assumptions including a 5% volatility and a 3.99% risk-free rate.
• No Current Business Operations:
  As of the balance sheet date, the Company has not commenced operations and is solely focused on identifying and consummating a business combination.
• Recent Accounting Standards Adoption:
  The Company has adopted new segment reporting disclosures (ASU 2023-07) but does not anticipate any other recent standards to have a material impact.

What Investors Should Watch For

• Business Combination Announcements:
  Any news regarding potential targets or the completion of a business combination will be highly price-sensitive, as it will determine the future direction and value proposition of the Company.
• Redemption Levels in Connection with Business Combination:
  High redemptions may change the post-combination capital structure and reduce available capital for growth.
• Potential Dilution from Warrants and Founder Shares:
  Investors should model the impact of warrant exercise and founder share conversion on their ownership and the Company’s valuation.
• Changes in Regulatory or Accounting Standards:
  As an emerging growth company, future changes in reporting requirements could affect financial statement comparability.

Conclusion

Metals Acquisition Corp. II is well-capitalized and positioned to seek a sizable business combination within its 24-month window. The capital structure provides strong protections for public shareholders, but also includes significant potential dilution from warrants and founder shares. Investors should closely monitor business combination developments, redemption activity, and any filings that may indicate a pending transaction or material change to the Company’s structure or operations.

Disclaimer: This article is provided for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. The Company is a Special Purpose Acquisition Company (“SPAC”); investments in SPACs carry risks, including the potential for dilution, liquidation, and uncertainty regarding future business combinations.

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