As filed with the Securities and Exchange
Commission on October 15, 2025
Registration No. 333-269007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAC COPPER LIMITED
(Exact name
of registrant as specified in its charter)
| Jersey, Channel Islands |
1000 |
Not applicable |
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
Michael James McMullen
3rd Floor, 44 Esplanade,
St. Helier, Jersey, JE4 9WG
+44 1534 514 000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Ryan J. Dzierniejko
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000
Approximate date of commencement
of proposed sale of the securities to the public: Not applicable. Removal from registration of securities that were not sold pursuant
to the above referenced registration statement.
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If applicable, place an X
in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer) ¨
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.
Emerging growth company ¨
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
† The term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 7 (“Post-Effective Amendment”) to the Registration Statement on Form F-4 (File No. 333-269007) (the “Registration
Statement”), which was declared effective by the Securities and Exchange Commission on May 11, 2023, is being filed to deregister
all unsold securities registered by the Registrant pursuant to the Registration Statement.
On May 27, 2025, the Registrant
entered into a binding scheme implementation deed (the “Implementation Deed”) with Harmony Gold Mining Company Limited (“Harmony”),
and Harmony Gold (Australia) Pty Ltd (“Harmony Australia”), a wholly owned subsidiary of Harmony.
On October 10, 2025, Harmony
Australia’s acquisition of 100% of the issued share capital in the Company by way of a Jersey law scheme of arrangement pursuant
to Article 125 of the Companies (Jersey) Law 1991 (the “Scheme”) became legally effective, pursuant to the Implementation
Deed. On October 24, 2025, the Company will become a wholly owned subsidiary of Harmony Australia.
As a result of the Scheme,
the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statement. The Registrant hereby removes
from registration, by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement
that remained unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration
of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statement.
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-4 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Albufeira, Portugal, on October 15, 2025.
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MAC COPPER LIMITED |
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By: |
/s/ Michael James McMullen |
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Name: Michael James McMullen |
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Title: Chief Executive Officer |
No other person is required to sign this Post-Effective
Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
