Metals Acquisition Corp. II S-1/A

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT.

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.

SPECIMEN UNIT CERTIFICATE

SPECIMEN ORDINARY SHARE CERTIFICATE

OPINION OF PERKINS COIE LLP

OPINION OF MAPLES AND CALDER (HONG KONG) LLP, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT.

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, MAC PARTNERS LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, MAC PARTNERS LLC AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND MAC PARTNERS LLC

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND THE UNDERWRITERS

FORM OF INDEMNITY AGREEMENT

FORM OF ADMINISTRATIVE SERVICES AND INDEMNIFICATION AGREEMENT

FORM OF CODE OF ETHICS

CONSENT OF WITHUMSMITH+BROWN, PC

GRAPHIC