|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Metals Acquisition Corp. II (Name of Issuer) |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share (Title of Class of Securities) |
(CUSIP Number) |
04/23/2026 (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) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Mudita Advisors LLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
833,332.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Metals Acquisition Corp. II | |
| (b) | Address of issuer's principal executive offices:
C/O MAPLES CORPORATE SERVICES LTD., P.O. BOX 309 UGLAND HOUSE, GRAND CAYMAN, CAYMAN ISLANDS, KY1-1104. | |
| Item 2. | ||
| (a) | Name of person filing:
Mudita Advisors LLP on behalf of:
Mudita Original Partnership LP
Mudita Eudoxus LP
Cassini Partners LP - Aristillus
238 Plan Associates | |
| (b) | Address or principal business office or, if none, residence:
8 St James's Square
London
SW1Y 4JU
UK | |
| (c) | Citizenship:
United Kingdom | |
| (d) | Title of class of securities:
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Mudita Advisors LLP on behalf of managed accounts 833,332
Mudita Original Partnership LP (536,758)
Mudita Eudoxus LP (83,283)
Cassini Partners LP - Aristillus (168,816)
238 Plan Associates (44,475) | |
| (b) | Percent of class:
Mudita Advisors LLP on behalf of managed accounts 10.87%
Mudita Original Partnership LP (7.00%)
Mudita Eudoxus LP (1.09%)
Cassini Partners LP - Aristillus (2.20%)
238 Plan Associates (0.58%) %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
Mudita Advisors LLP on behalf of managed accounts 833,332
Mudita Original Partnership LP (536,758)
Mudita Eudoxus LP (83,283)
Cassini Partners LP - Aristillus (168,816)
238 Plan Associates (44,475) | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mudita Advisors LLP on behalf of managed accounts 833,332
Mudita Original Partnership LP (536,758)
Mudita Eudoxus LP (83,283)
Cassini Partners LP - Aristillus (168,816)
238 Plan Associates (44,475) | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities reported herein are held by four investment funds for which Mudita Advisors LLP serves as investment adviser. Each fund has the right to receive or direct the receipt of dividends and proceeds from the sale of the securities held for its account | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
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. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
|
|
|