As filed with the Securities and Exchange Commission on December 7, 2023.
Registration No. 333-272865
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lifezone Metals Limited
(Exact name of registrant as specified in its charter)
Isle of Man | 1000 | Not applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Commerce House, 1 Bowring Road, Ramsey, Isle of Man, IM8 2LQ
Telephone: +44 (0)1624 811 603
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
LJ Fiduciary
Commerce House, 1 Bowring Road, Ramsey, Isle of Man, IM8 2LQ
Telephone: +44 (0)1624 811 611
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all correspondence to:
Mark Mandel
Carol Stubblefield
Baker & McKenzie LLP
452 5th Ave
New York, NY 10018
(212) 626-4100
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box. ☒
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(c) 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 number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-272865
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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. |
This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form F-1 amends the Registration Statement on Form F-1 of Lifezone Metals Limited (Registration No. 333-272865), as amended prior to the date hereto (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on September 29, 2023. This Post-Effective Amendment No. 1 is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, for the sole purpose of filing a revised Exhibit 96.1 to the Registration Statement. The Registration Statement is hereby amended to reflect the replacement of such exhibit.
Item 8. Exhibits
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II-2
* | Filed herewith. | |
** | Previously filed. | |
## | Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant customarily and actually treats as private or confidential. | |
† | Schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request. | |
†† | Indicates a management contract or compensatory plan. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Erie, State of Pennsylvania on December 7, 2023.
LIFEZONE METALS LIMITED | ||
By: | /s/ Chris Showalter | |
Name: | Chris Showalter | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
NAME | POSITION | DATE | ||
/s/ Chris Showalter | Chief Executive Officer, Director | December 7, 2023 | ||
Chris Showalter | ||||
/s/ Ingo Hofmaier | Chief Financial Officer | December 7, 2023 | ||
Ingo Hofmaier | ||||
/s/ Keith Liddell | Director | December 7, 2023 | ||
Keith Liddell | ||||
/s/ Govind Friedland | Director | December 7, 2023 | ||
Govind Friedland | ||||
/s/ John Dowd | Director | December 7, 2023 | ||
John Dowd | ||||
* | Director | December 7, 2023 | ||
Robert Edwards | ||||
/s/ Jennifer Houghton | Director | December 7, 2023 | ||
Jennifer Houghton | ||||
/s/ Mwanaidi Maajar | Director | December 7, 2023 | ||
Mwanaidi Maajar | ||||
/s/ Beatriz Orrantia | Director | December 7, 2023 | ||
Beatriz Orrantia |
* | Pursuant to power of attorney |
By: | /s/ Chris Showalter | |
Chris Showalter | ||
Attorney-in-fact |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Lifezone Metals Limited, has signed this registration statement in the United States on December7 , 2023.
/s/ Chris Showalter | ||
Name: | Chris Showalter |
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