[SCHEDULE 13G] Lifezone Metals Limited SEC Filing

Rhea-AI Filing Summary

Cinctive Capital Management LP, Cinctive GP LLC and co-founders Richard H. Schimel and Lawrence J. Sapanski filed a Schedule 13G reporting beneficial ownership of 4,302,920 Ordinary Shares of Lifezone Metals Ltd, representing approximately 5.4% of the company’s outstanding Ordinary Shares.

The total comprises 3,752,920 currently outstanding Ordinary Shares and 550,000 Ordinary Shares issuable upon exercise of warrants, measured against 79,119,572 Ordinary Shares outstanding as of February 28, 2025. The Reporting Persons report shared voting and dispositive power over these shares and certify the holdings were acquired and are held in the ordinary course of business. The filing also discloses that Cinctive Global Master Fund, Ltd has rights to receive dividends or sale proceeds for over 5% of the covered shares.

Positive

• Beneficial ownership disclosed: 4,302,920 Ordinary Shares (approx. 5.4%)
• Warrants included: 550,000 Ordinary Shares issuable upon exercise are reported and added to the ownership total

Negative

• None.

Insights

Financial Analyst

TL;DR: A passive but notable 5.4% stake is disclosed—sizeable for a single investor group but filed as a Schedule 13G, indicating non-activist intent.

The Reporting Persons disclose beneficial ownership of 4,302,920 shares (5.4%), including 550,000 shares from warrants, based on 79,119,572 shares outstanding. Shared voting and dispositive power is reported; no sole control is asserted. For financial modeling, treat this as an ownership disclosure that increases investor visibility in LZM but does not, by itself, signal a change in control or strategy.

Corporate Governance Expert

TL;DR: The Schedule 13G filing and Item 10 certification indicate holdings are reported as passive and not intended to influence control.

The filing names institutional and individual reporting persons and documents that the securities were acquired and are held in the ordinary course of business, not for control. The Reporting Persons report 0 sole voting power and 4,302,920 shared voting and dispositive power. Note the disclosure that Cinctive Global Master Fund, Ltd holds rights to dividends or proceeds for more than 5% of the covered shares, which is relevant to understanding economic versus voting interests.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Lifezone Metals Ltd

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G5568L109

(CUSIP Number)

03/31/2025

(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 4,302,920.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,302,920.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,302,920.00

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)

5.4 %

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 4,302,920.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,302,920.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,302,920.00

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)

5.4 %

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 4,302,920.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,302,920.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,302,920.00

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)

5.4 %

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 4,302,920.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,302,920.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,302,920.00

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)

5.4 %

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, 2025, each of the Reporting Persons may be deemed the beneficial owner of 4,302,920 Ordinary Shares, which amount consists of 3,752,920 Ordinary Shares and 550,000 Ordinary Shares that the Reporting Persons have the right to acquire upon exercise of Warrants.
(b)	Percent of class: As of March 31, 2025, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.4% of the Ordinary Shares outstanding. This percentage is based on (i) 79,119,572 Ordinary Shares outstanding as of February 28, 2025, as reported in the Issuer's annual report on Form 20-F filed with the Commission on April 9, 2025, and (ii) 550,000 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: 4,302,920
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4,302,920
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. 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
Date:	08/08/2025

Cinctive GP LLC

Signature:	/s/ Richard H. Schimel
Name/Title:	Richard H. Schimel, Managing Member
Date:	08/08/2025

Richard H. Schimel

Signature:	/s/ Richard H. Schimel
Name/Title:	Richard H. Schimel
Date:	08/08/2025

Lawrence J. Sapanski

Signature:	/s/ Lawrence J. Sapanski
Name/Title:	Lawrence J. Sapanski
Date:	08/08/2025

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

How many Lifezone Metals (LZM) shares do the Reporting Persons own?

The Reporting Persons beneficially own 4,302,920 Ordinary Shares of Lifezone Metals Ltd.

What percentage of LZM does Cinctive own according to this filing?

They report owning approximately 5.4% of the Ordinary Shares, based on 79,119,572 shares outstanding as of February 28, 2025.

Does the filing include warrants or other instruments?

Yes. The total includes 550,000 Ordinary Shares issuable upon exercise of warrants.

Do the Reporting Persons have sole voting or dispositive power over the shares?

No. The filing reports 0 sole voting power and 4,302,920 shared voting and dispositive power.

Was this stake acquired to influence control of Lifezone Metals (LZM)?

Item 10 certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Who are the Reporting Persons named in the Schedule 13G?

The Reporting Persons are Cinctive Capital Management LP, Cinctive GP LLC, and individuals Richard H. Schimel and Lawrence J. Sapanski.