Cinctive Capital Management LP and related parties disclosed a significant ownership stake in Lifezone Metals Ltd. As of November 30, 2025, Cinctive Capital Management LP, Cinctive GP LLC, and co-founders Richard H. Schimel and Lawrence J. Sapanski may be deemed to beneficially own 9,517,701 Lifezone Metals ordinary shares. This total includes 6,761,819 ordinary shares plus 2,755,882 ordinary shares that they have the right to acquire upon exercise of warrants.
The filing states this represents approximately 11% of Lifezone Metals’ ordinary shares, based on 83,784,302 ordinary shares expected to be outstanding on or about November 12, 2025, as reported in a prospectus supplement, and adding the warrant shares in line with regulatory rules. The reporting persons share voting and dispositive power over all 9,517,701 shares and certify that the securities were acquired and are held in the ordinary course of business, not to change or influence control of Lifezone Metals. Cinctive Global Master Fund, Ltd has the right to receive dividends or sale proceeds from more than 5% of these shares.
Positive
None.
Negative
None.
Insights
Cinctive reports an 11% economic stake in Lifezone Metals via shares and warrants.
Cinctive Capital Management LP, its general partner, and its co-founders report beneficial ownership of 9,517,701 Lifezone Metals ordinary shares as of November 30, 2025. This consists of 6,761,819 ordinary shares plus 2,755,882 shares issuable upon warrant exercise, with shared voting and dispositive power across the reporting persons.
The stake is described as approximately 11% of the class, calculated using 83,784,302 ordinary shares expected outstanding after an underwritten offering, and adding the warrant shares as allowed under Rule 13d-3(d)(1)(i). The certification explicitly states the position is held in the ordinary course of business and not for the purpose of changing or influencing control, which frames this as a passive, institutional-style holding rather than an activist position.
Cinctive Global Master Fund, Ltd is identified as having the right to receive dividends or sale proceeds from more than 5% of the ordinary shares covered, clarifying where the economic benefits ultimately accrue. From an investment perspective, the key takeaway is the presence of a sizable institutional holder with a mix of common shares and warrants; any future change in this percentage or in warrant exercise behavior would be observable through subsequent ownership reports.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Lifezone Metals Ltd
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G5568L109
(CUSIP Number)
11/30/2025
(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.
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
9,517,701.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,517,701.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,517,701.00
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 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: See disclosure in Item 4
SCHEDULE 13G
CUSIP No.
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
9,517,701.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,517,701.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,517,701.00
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 %
12
Type of Reporting Person (See Instructions)
OO, HC
Comment for Type of Reporting Person: See disclosure in Item 4
SCHEDULE 13G
CUSIP No.
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
9,517,701.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,517,701.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,517,701.00
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 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person: See disclosure in Item 4
SCHEDULE 13G
CUSIP No.
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
9,517,701.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,517,701.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,517,701.00
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 %
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 November 30, 2025, each of the Reporting Persons may be deemed the beneficial owner of 9,517,701 Ordinary Shares, which amount consists of 6,761,819 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 November 30, 2025, each of the Reporting Persons may be deemed the beneficial owner of approximately 11% of the Ordinary Shares outstanding. This percentage is based on (i) 83,784,302 Ordinary Shares that were expected to be outstanding on or about November 12, 2025, following the Issuer's underwritten public offering of Ordinary Shares, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the Securities and Exchange Commission on November 10, 2025, and (ii) 2,755,882 Ordinary Shares issuable to the Reporting Persons 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:
9,517,701
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
9,517,701
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
How many Lifezone Metals (LZM) shares does Cinctive Capital report owning?
The reporting persons may be deemed to beneficially own 9,517,701 Lifezone Metals ordinary shares as of November 30, 2025.
What percentage of Lifezone Metals (LZM) does Cinctive Capital’s position represent?
Cinctive and the related reporting persons state that they beneficially own approximately 11% of Lifezone Metals’ ordinary shares as of November 30, 2025.
How is Cinctive Capital’s Lifezone Metals (LZM) stake structured between shares and warrants?
Their beneficial ownership includes 6,761,819 ordinary shares and 2,755,882 ordinary shares that are issuable upon exercise of warrants.
What share count did Cinctive use to calculate its 11% stake in Lifezone Metals (LZM)?
The percentage is based on 83,784,302 ordinary shares expected to be outstanding on or about November 12, 2025, plus 2,755,882 warrant shares attributable to the reporting persons.
Does Cinctive Capital intend to influence control of Lifezone Metals (LZM)?
The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Lifezone Metals.
Who has the right to receive dividends or sale proceeds from the Lifezone Metals (LZM) shares?
Cinctive Global Master Fund, Ltd has the right to receive or direct the receipt of dividends or sale proceeds from more than 5% of the ordinary shares covered by this statement.
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
