Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - Metals Acquisition Corp | tm2127343d1_ex99-2.htm |
| 8-K - FORM 8-K - Metals Acquisition Corp | tm2127343d1_8k.htm |
Exhibit 99.1
METALS ACQUISITION CORP
PRO FORMA BALANCE SHEET
AUGUST 2, 2021
| August 2, 2021 | Pro Forma Adjustments | As Adjusted | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 2,226,770 | $ | - | $ | 2,226,770 | ||||||
| Prepaid expenses | 349,579 | - | 349,579 | |||||||||
| Due from related party | 12,575 | - | 12,575 | |||||||||
| Total current assets | 2,588,924 | - | 2,588,924 | |||||||||
| Long-term prepaid expenses | 323,219 | - | 323,219 | |||||||||
| Cash held in trust account | 250,000,000 | 15,147,800 | (a) | 265,147,800 | ||||||||
| (302,956 | ) | (c) | ||||||||||
| 302,956 | (h) | |||||||||||
| Total Assets | $ | 252,912,143 | $ | 15,147,800 | $ | 268,059,943 | ||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Accrued offering costs and expenses | $ | 650,000 | $ | - | $ | 650,000 | ||||||
| Total current liabilities | 650,000 | - | 650,000 | |||||||||
| Warrant liability | 22,316,665 | 802,834 | (e) | 23,462,850 | ||||||||
| 343,351 | ||||||||||||
| Deferred Underwriters' Discount | 8,750,000 | 530,173 | (d) | 9,280,173 | ||||||||
| Total Liabilities | 31,716,665 | 1,676,358 | 33,393,023 | |||||||||
| Commitments and Contingencies | ||||||||||||
| Class A ordinary shares subject to possible redemption, 21,619,547 and 22,966,691 shares at redemption value, respectively | 216,195,470 | 13,471,440 | (b) | 229,666,910 | ||||||||
| Shareholders’ Equity: | ||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | - | - | |||||||||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,380,453 and 3,548,089 shares issued and outstanding (excluding 21,619,547 and 22,966,691 shares subject to possible redemption, respectively) | 338 | 151 | (a) | 354 | ||||||||
| (135 | ) | (b) | ||||||||||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding | 719 | - | 719 | |||||||||
| Additional paid-in capital | 6,907,430 | 15,147,649 | (a) | 6,991,079 | ||||||||
| (13,471,305 | ) | (b) | ||||||||||
| (302,956 | ) | (c) | ||||||||||
| (530,173 | ) | (d) | ||||||||||
| (802,834 | ) | (e) | ||||||||||
| (302,956 | ) | (f) | ||||||||||
| 43,268 | (g) | |||||||||||
| 302,956 | (h) | |||||||||||
| Retained earnings | (1,908,479 | ) | (40,395 | ) | (f) | (1,992,142 | ) | |||||
| (43,268 | ) | (g) | ||||||||||
| Total Shareholders’ Equity | 5,000,008 | 2 | 5,000,010 | |||||||||
| Total Liabilities and Shareholders’ Equity | $ | 252,912,143 | $ | 15,147,800 | $ | 268,059,943 | ||||||
The accompany notes are an integral part of the financial statement.
NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Metals Acquisition Corp (the “Company”) as of August 2, 2021, adjusted for the closing of the underwriter’s over-allotment option and related transactions which occurred on September 3, 2021 as described below.
The Company consummated its initial public offering (the “IPO”) of 25,000,000 units (the “Units”) on August 2, 2021. Each Unit consists of one Class A ordinary share, $0.0001 par value per share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000. The Company granted the underwriter in the IPO (the “Underwriter”) a 45-day option to purchase up to an aggregate of 3,750,000 additional Units to cover over-allotments, if any. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”). generating an aggregate gross proceeds of $15,147,800 and incurred $302,956 in cash underwriting fees.
Simultaneously with the issuance and sale of the Option Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”). The Additional Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.
Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Units, a total of $265,147,800 was placed in a trust account, with Continental Stock Transfer & Trust Company acting as trustee.
In addition, the Sponsor agreed to forfeit up to 937,500 Class B ordinary shares, par value $0.0001, to the extent that the over-allotment option is not exercised in full by the underwriter. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase the Over-Allotment Units thus 558,805 Class B ordinary shares remain subject to forfeiture.
Pro forma adjustments to reflect the partial exercise of the Underwriter’s over-allotment option and the sale of the Private Warrants described above are as follows:
| Pro Forma Entries | Debit | Credit | ||||||||
| (a) | Cash held in trust account | $ | 15,147,800 | |||||||
| Class A ordinary shares | $ | 151 | ||||||||
| Additional paid-in capital | $ | 15,147,649 | ||||||||
| To record sale of 1,514,780 Overallotment Units at $10.00 per Unit | ||||||||||
| (b) | Class A ordinary shares | $ | 135 | |||||||
| Additional paid-in capital | $ | 13,471,305 | ||||||||
| Class A ordinary shares subject to possible redemption | $ | 13,471,440 | ||||||||
| To record Class A ordinary shares out of permanent equity into mezzanine redeemable shares | ||||||||||
| (c) | Additional paid-in capital | $ | 302,956 | |||||||
| Cash held in trust account | $ | 302,956 | ||||||||
| To record payment of cash underwriting fee | ||||||||||
| (d) | Additional paid-in capital | $ | 530,173 | |||||||
| Deferred underwriters’ discount | $ | 530,173 | ||||||||
| To record additional Deferred underwriters’ fee arising from the sale of Over-allotment Units | ||||||||||
| € | Additional paid-in capital | $ | 802,834 | |||||||
| Warrant liability | $ | 802,834 | ||||||||
| To record the fair value of the Public Warrant liability | ||||||||||
| (f) | Additional paid-in capital | $ | 302,956 | |||||||
| Retained earnings | 40,395 | |||||||||
| Warrant liability | $ | 343,351 | ||||||||
| To record the fair value of the Private Warrant liability and associate loss related to selling the Private Warrants below market value | ||||||||||
| (g) | Transaction costs | $ | 43,268 | |||||||
| Additional paid-in capital | $ | 43,268 | ||||||||
| To record additional in deferred offering costs arising from the sale of the Ovar-allotment Units | ||||||||||
| (h) | Cash held in Trust account | $ | 302,956 | |||||||
| Additional paid-in capital | $ | 302,956 | ||||||||
| To recode sale of 201,913 Private Placement Warrants | ||||||||||