{ "docId": "019de515-c12e-77ab-bd05-103c50dd6364", "docSlug": "2d47ae77d6edd2062ed949c18a38d7ee", "documentTitle": "Metals Acquisition Corp | Investor Presentation Deck | 33 slides", "authorId": "metals-acquisition-corp", "authorName": "Metals Acquisition Corp", "documentKindSlug": "pitchdeck", "documentKindLabel": "Pitch deck", "sourceTypeSlug": "investor_relations", "sourceTypeLabel": "Investor relations", "presentationDate": "2023-05-01 00:00:00", "orientation": "landscape", "aspectRatio": 1.3333334, "pageNumber": 31, "pageCount": 33, "prevPage": 30, "nextPage": 32, "slideType": "disclaimer", "function": "establish_context", "density": "balanced", "nDataPoints": 0, "notes": null, "elementsJson": null, "metadataConfidence": 1, "imagePath": null, "slideHref": "/slides/019de515-c12e-77ab-bd05-103c50dd6364/31", "deckHref": "/decks/019de515-c12e-77ab-bd05-103c50dd6364", "deckJsonHref": "/decks/019de515-c12e-77ab-bd05-103c50dd6364.json", "deckAnchorHref": "/decks/019de515-c12e-77ab-bd05-103c50dd6364#slide-31", "components": [ { "bbox": { "h": 0.759, "w": 0.912, "x": 0.043, "y": 0.148 }, "kind": "list", "text": "Risks Relating to the SPAC and the Business Combination\nThere can be no assurance that the SPAC will be able to raise sufficient capital to consummate the Business Combination.\nThe SPAC's Sponsor, certain members of the SPAC's board of directors and its officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and other proposals.\nThe SPAC's Sponsor and certain of its directors and its officers hold all of the SPAC's founder shares and private placement warrants. They will lose their entire investment with respect to such securities if we do not complete an initial business combination.\nThe Merger may be a taxable event for U.S. Holders of the SPAC's securities.\nNew MAC may be or become a passive foreign investment company (or \"PFIC\"), which could result in adverse U.S. federal income tax consequences to U.S. Holders.\nThe U.S. federal income tax treatment of the redemption of the SPAC's Class A Ordinary Shares depends on a shareholder's specific facts.\nSubsequent to the consummation of the Business Combination, New MAC may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.\nExisting shareholders will experience significant dilution as a result of the Business Combination, the PIPE financing and related transactions, and the market price of the SPAC's Class A Ordinary Shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect.\nBeginning in January 2022, there has been a precipitous drop in the market values of growth-oriented companies. Accordingly, securities of growth companies such as ours may be more volatile than other securities and may involve special risks.\nSecurities of companies formed through SPAC mergers such as ours may experience a material decline in price relative to the share price of the SPAC prior to the merger.\nIf the SPAC's shareholders fail to comply with the redemption requirements specified in the proxy statement/prospectus, they will not be entitled to redeem their Class A Ordinary Shares for a pro rata portion of the Trust Account.\nNew MAC may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.\nFollowing the consummation of the Business Combination, New MAC will have no direct operations and no significant assets other than the ownership of CMPL.\nNew MAC will incur a significant amount of debt in connection with the Business Combination that is secured by substantially all of New MAC's assets, and may in the future incur additional indebtedness, including in connection with the closing of the Business Combination. New MAC's payment obligations under such indebtedness may limit the funds available to New MAC, and the terms of New MAC's debt agreements may restrict its flexibility in operating its business.\nOur warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.\nWe may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants. In addition, we may amend the terms of our warrant agreement to allow for our warrants to be classified as equity in our financial statements with the approval by the holders of at least a majority of the public warrants and the private placement warrants, voting together as a single class. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A Ordinary Shares purchasable upon exercise of a warrant could be decreased, all without your approval.\nIf you exercise your public warrants on a \"cashless basis,\" you will receive fewer of New MAC Ordinary Shares from such exercise than if you were to exercise such warrants for cash.\nIf the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New MAC securities may decline.\nThe SPAC's Sponsor and the SPAC's directors, officers, advisors and their affiliates may elect to purchase public shares or public warrants from public shareholders, which may influence a vote on the proposed Business Combination and reduce the public \"float\" of its Class A Ordinary Shares.\nThe SPAC's initial shareholders have agreed to vote in favor of the Business Combination, regardless of how the public shareholders vote.", "attrs": {}, "subkind": "bullet", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "9b600104-4aa0-43c0-8bda-045dcaf3b785", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.013, "w": 0.019, "x": 0.953, "y": 0.953 }, "kind": "source-note", "text": "30", "attrs": {}, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "8e3edbdd-9eff-45f1-9dac-ee4e80b83136", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.029, "w": 0.269, "x": 0.085, "y": 0.055 }, "kind": "title", "text": "Risk Factors (cont.)", "attrs": {}, "subkind": "headline", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "8dac6f2c-7cf9-40e9-b518-4cbe701eb460", "frameworkName": null, "frameworkSlug": null } ], "metrics": [], "tools": [], "frameworks": [], "arcBeats": [], "loops": [ { "to": 32, "from": 29, "name": "Cost Of Inaction", "slug": "27-cost-of-inaction", "bestFor": "Urgent budget requests, compliance, risk mitigation", "matchId": "cfec82cb-100e-4ddc-bd3b-1031a8a0910e", "evidence": "The document presents risk factors", "position": 2, "objective": "What are the risk factors associated with investing in Metals Acquisition Corp?", "structure": "The Status Quo -> The Hidden Costs Accumulating -> The Future State of Inaction -> The Tipping Point", "confidence": 0.6, "description": "Quantify what happens if the audience does nothing" } ], "imagePathAlt": null, "thumbSrc": null, "thumbSrcAlt": null, "locked": true }