UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 22, 2021
MUDRICK CAPITAL ACQUISITION CORPORATION II
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-39771 | 85-2320197 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
527 Madison Avenue, 6th Floor | ||
New York, New York | 10022 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 747-9500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Trading | Name of Each Exchange | ||
Class A Common Stock, par value $0.0001 per share | MUDS | The NASDAQ Stock Market LLC | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | MUDSW | The NASDAQ Stock Market LLC | ||
Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant | MUDSU | The NASDAQ Stock Market LLC |
Emerging growth company ☒
If an emerging growth company, 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 13(a) of the Exchange Act. ☐
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On November 22, 2021, Mudrick Capital Acquisition Corporation II (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $2,000,000 to Mudrick Capital Acquisition Holdings II LLC (the “Sponsor”). The Note bears no interest and is repayable in full upon the earlier to occur of (i) the consummation of the Company’s initial business combination and (ii) the winding up of the Company. The note also provides that up to $1,500,000 of the outstanding principal amount of the Note may be converted into a number of warrants, at a price of $1.00 per warrant, at the option of the Sponsor and at any time prior to payment in full of the outstanding principal amount of the Note. Such warrants would be identical to the private placement warrants issued to the Sponsor at the Company’s initial public offering.
The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits. |
Exhibit Number | Exhibit | |
10.1 | Promissory Note, November 22, 2021, issued by Mudrick Capital Acquisition Corporation II to Mudrick Capital Acquisition Holdings II LLC | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 24, 2021
MUDRICK CAPITAL ACQUISITION CORPORATION II | ||
By: | /s/ Jason Mudrick | |
Name: | Jason Mudrick | |
Title: | Chief Executive Officer and Director |