Lifezone Metals Ltd reports a Schedule 13G/A showing Cinctive-affiliated holders may beneficially own 10,431,113 Ordinary Shares as of March 31, 2026. This position comprises 7,675,231 Ordinary Shares and 2,755,882 Ordinary Shares issuable upon exercise of warrants.
The filing states that 10,431,113 shares represent approximately 11.8% of the Ordinary Shares outstanding, based on 85,509,302 Ordinary Shares outstanding as of March 24, 2026. Shared voting and dispositive power over the 10,431,113 shares is reported for Cinctive Capital Management LP, Cinctive GP LLC, and the named individuals.
Positive
None.
Negative
None.
Insights
13G/A reports an >5% passive position with shared control across affiliated entities.
The filing documents a beneficial position of 10,431,113 shares, including 2,755,882 shares issuable on warrant exercise. The position is reported as shared voting and dispositive power among the Cinctive entities and named individuals.
Ownership is presented under Rule 13d conventions; subsequent filings could update status if the holder’s intent or voting arrangements change.
Disclosure aligns with Schedule 13G/A treatment of a large institutional holder and affiliated parties.
The statement cites 85,509,302 Ordinary Shares outstanding as of March 24, 2026 and applies Rule 13d-3(d)(1)(i) to include 2,755,882 shares issuable within 60 days. The filing notes Cinctive Global Master Fund, Ltd has rights to dividends/proceeds for >5% of covered shares.
Careful readers should watch for any future amendment converting passive status to active reporting.
Key Figures
Beneficial ownership reported:10,431,113 sharesShares outstanding used for percent:85,509,302 sharesWarrants exercisable within 60 days:2,755,882 shares+2 more
5 metrics
Beneficial ownership reported10,431,113 sharesAs of March 31, 2026
Shares outstanding used for percent85,509,302 sharesAs of March 24, 2026
Warrants exercisable within 60 days2,755,882 sharesIncluded per Rule 13d-3(d)(1)(i)
Shares beneficially owned excluding warrants7,675,231 sharesDirectly held Ordinary Shares
Percent of class11.8%Calculated using shares outstanding as of March 24, 2026
Key Terms
beneficially owned, warrants, Rule 13d-3(d)(1)(i)
3 terms
beneficially ownedregulatory
"As of March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of 10,431,113 Ordinary Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
warrantsfinancial
"2,755,882 Ordinary Shares that the Reporting Persons have the right to acquire upon exercise of Warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Rule 13d-3(d)(1)(i)regulatory
"which Ordinary Shares have been added to the total Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i)"
What stake does Cinctive report in Lifezone Metals (LZM)?
Cinctive-affiliated reporting persons may beneficially own 10,431,113 shares as of March 31, 2026. That total includes 7,675,231 shares plus 2,755,882 shares issuable upon exercise of warrants.
What percent of Lifezone Metals does the reported position represent?
The filing states the position equals approximately 11.8% of Ordinary Shares outstanding. This percent is calculated using 85,509,302 Ordinary Shares outstanding as of March 24, 2026 plus exercisable warrants per Rule 13d-3.
Which entities and individuals are listed as reporting persons?
The Schedule 13G/A is filed on behalf of Cinctive Capital Management LP, Cinctive GP LLC, and individuals Richard H. Schimel and Lawrence J. Sapanski, who are described as co-founders and co-CIOs.
Do the filers claim sole voting or dispositive power over the shares?
The filing reports 0 shares with sole voting or dispositive power and 10,431,113 shares with shared voting and shared dispositive power among the reporting persons as listed.
Are there other parties with rights over these shares?
The statement discloses that Cinctive Global Master Fund, Ltd has the right to receive dividends or proceeds from sale for more than 5% of the covered Ordinary Shares, per Item 6 disclosure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Lifezone Metals Ltd
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G5568L109
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G5568L109
1
Names of Reporting Persons
Cinctive Capital Management LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,431,113.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,431,113.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,431,113.00
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)
11.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: See disclosure in Item 4
SCHEDULE 13G
CUSIP Number(s):
G5568L109
1
Names of Reporting Persons
Cinctive GP LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,431,113.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,431,113.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,431,113.00
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)
11.8 %
12
Type of Reporting Person (See Instructions)
OO, HC
Comment for Type of Reporting Person: See disclosure in Item 4
SCHEDULE 13G
CUSIP Number(s):
G5568L109
1
Names of Reporting Persons
Richard H. Schimel
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 STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,431,113.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,431,113.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,431,113.00
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)
11.8 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person: See disclosure in Item 4
SCHEDULE 13G
CUSIP Number(s):
G5568L109
1
Names of Reporting Persons
Lawrence J. Sapanski
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 STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,431,113.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,431,113.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,431,113.00
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)
11.8 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person: See disclosure in Item 4
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Lifezone Metals Ltd
(b)
Address of issuer's principal executive offices:
2nd Floor, St George's Court, Upper Church Street, Douglas, Isle of Man, IM1 1EE
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of each of (i) Cinctive Capital Management LP, (ii) Cinctive GP LLC, the general partner of Cinctive Capital Management LP, and (iii) Richard H. Schimel and Lawrence J. Sapanski, the co-founders and co-Chief Investment Officers of Cinctive Capital Management LP and managing members of Cinctive GP LLC (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The address of each Reporting Person is 50 Hudson Yards, 67th Floor, New York, NY 10001.
(c)
Citizenship:
Cinctive Capital Management LP is a Delaware limited partnership. Cinctive GP LLC is a Delaware limited liability company. Richard H. Schimel and Lawrence J. Sapanski are citizens of the United States.
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G5568L109
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:
As of March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of 10,431,113 Ordinary Shares, which amount consists of 7,675,231 Ordinary Shares and 2,755,882 Ordinary Shares that the Reporting Persons have the right to acquire upon exercise of Warrants.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of approximately 11.8% of the Ordinary Shares outstanding. This percentage is based on (i) 85,509,302 Ordinary Shares outstanding as of March 24, 2026, as reported in Exhibit 99.1 to the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on March 26, 2026, and (ii) 2,755,882 Ordinary Shares issuable to the Reporting Persons within 60 days upon exercise of Warrants, which Ordinary Shares have been added to the total Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended.
(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:
10,431,113
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
10,431,113
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
See disclosure in Items 2 and 4 hereof. Cinctive Global Master Fund, Ltd has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the Ordinary Shares covered by this statement that may be deemed to be beneficially owned by the Reporting Persons.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
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.
Cinctive Capital Management LP
Signature:
/s/ Richard H. Schimel
Name/Title:
Richard H. Schimel, Managing Member of Cinctive GP LLC, its General Partner
