Metals Acquisition Corp. II reports that Empyrean Capital Partners, LP and Amos Meron together beneficially own 1,980,000 Class A ordinary shares representing 8.61% of the class. The filing states this percentage is calculated using 23,000,000 Class A Ordinary Shares outstanding as reported in the issuer's prospectus on March 12, 2026 and in the issuer's Form 8-K on March 19, 2026.
The Schedule 13G discloses that the reported position is held with shared voting and dispositive power of 1,980,000 shares. The statement is a joint filing by Empyrean Capital Partners, LP (as investment manager) and Mr. Amos Meron (as managing member), signed on May 15, 2026.
Positive
None.
Negative
None.
Insights
Passive Schedule 13G reports a >5% ownership stake under shared control.
The filing shows Empyrean Capital Partners, LP and Amos Meron together beneficially own 1,980,000 shares (8.61%) with shared voting and dispositive power. The percentage basis is tied to an aggregate of 23,000,000 Class A Ordinary Shares reported in the issuer's prospectus and Form 8-K in March 2026.
Because this is a Schedule 13G-style passive disclosure, the filing signals ownership above the 5% threshold but does not indicate active control or a change in company governance; subsequent filings would show any directional changes.
Key Figures
Beneficially owned shares:1,980,000 sharesPercent of class:8.61%Shares outstanding (basis):23,000,000 shares+1 more
4 metrics
Beneficially owned shares1,980,000 sharesAmount beneficially owned by Empyrean/Amos Meron
Percent of class8.61%Percent of Class A ordinary shares outstanding
Shares outstanding (basis)23,000,000 sharesAggregate outstanding reported in prospectus on <date>March 12, 2026</date>
Filing signature dateMay 15, 2026Date signatures were provided on the Schedule 13G
"This Schedule 13G discloses beneficial ownership of Class A Ordinary Shares"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
shared dispositive powerfinancial
"Shared Dispositive Power 1,980,000.00 as reported in Item 4"
over-allotment optionmarket
"full exercise of the underwriters' over-allotment option as described therein"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Metals Acquisition Corp. II
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G60420125
(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):
G60420125
1
Names of Reporting Persons
Empyrean Capital Partners, 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
1,980,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,980,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,980,000.00
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)
8.61 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G60420125
1
Names of Reporting Persons
Amos Meron
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
1,980,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,980,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,980,000.00
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)
8.61 %
12
Type of Reporting Person (See Instructions)
HC, IN
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 Limited, PO Box 309 Ugland House, Grand Cayman, Cayman Islands, KY1-1104
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands exempted company, with respect to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Metals Acquisition Corp. II (the "Company") directly held by ECOMF;
(ii) Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Ordinary Shares directly held by ECOMF.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Class A Ordinary Shares owned by another Reporting Person.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, L.P., 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067
(c)
Citizenship:
ECP - a Delaware limited partnership
Amos Meron - United States
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G60420125
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:
1,980,000
(b)
Percent of class:
8.61 %
(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:
1,980,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,980,000
The ownership percentages reported in this Schedule 13G are based on an aggregate of 23,000,000 Class A Ordinary Shares outstanding, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission ("SEC") on March 12, 2026 and in the Issuer's Current Report on Form 8-K filed with the SEC on March 19, 2026, after giving effect to the completion of the offering and the full exercise of the underwriters' over-allotment option, all as described therein.
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 Item 2(a).
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.
Empyrean Capital Partners and Amos Meron report beneficial ownership of 1,980,000 shares, equal to 8.61% of MTAL's Class A ordinary shares based on a 23,000,000 share base reported in March 2026.
Does this filing show who controls the shares for MTAL?
The Schedule 13G states the shares are held with shared voting and dispositive power of 1,980,000 shares. It attributes investment-manager and managing-member roles rather than sole individual control.
What dates anchor the ownership calculation for MTAL?
The ownership percentage is calculated using the issuer's reported outstanding shares in the prospectus on March 12, 2026 and the Form 8-K on March 19, 2026, as cited in the filing.
When was the Schedule 13G signed for MTAL?
The joint Schedule 13G was signed by the reporting persons on May 15, 2026, with Jennifer Norman signing as Chief Compliance Officer and Amos Meron signing individually.
