Item 1.01. Entry into a Material Definitive Agreement.
On March 3, 2021, the Registration Statement on Form S-1 (File No. 333-253132) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of M3-Brigade Acquisition II Corp. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On March 8, 2021 the Company consummated the IPO of 40,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and one-third of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $400,000,000. Further, in connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
| | • | | an Underwriting Agreement, dated March 3, 2021, between the Company and Cantor Fitzgerald & Co., as representatives of the underwriters named therein, which contains customary representations and warranties and indemnification of the underwriters by the Company; |
| | • | | a Private Placement Warrants Purchase Agreement, dated March 3, 2021, between the Company and M3-Brigade Sponsor II LP (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,500,000 warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a price of $1.50 per warrant (the “Private Placement Warrants”); |
| | • | | a Warrant Agreement, dated March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement; |
| | • | | an Investment Management Trust Agreement, dated March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement; |
| | • | | a Registration and Stockholder Rights Agreement, dated March 3, 2021, by and among the Company and the Sponsor, which provides for customary demand and piggy-back registration rights for the Sponsor, as well as certain transfer restrictions applicable to the Sponsor with respect to the Company’s securities, and, upon consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company’s board of directors; and |
| | • | | a Letter Agreement, dated March 3, 2021, by and between the Company, the Sponsor and each of the officers and directors of the Company, pursuant to which the Sponsor and each officer and director of the Company has agreed to vote any shares of Class A Common Stock held by him or her in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months; to certain transfer restrictions with respect to the Company’s securities; and to certain indemnification obligations of the Sponsor; and pursuant to which the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor. |
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.3, 4.4, 10.1, 10.2, and 10.7 respectively.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneous with the consummation of the IPO and the issuance and sale of the Units, pursuant to the Private Placement Warrants Purchase Agreement and several securities subscription agreements among the Company and the Sponsor, the Company completed the private sale of an aggregate of 7,500,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $11,250,000 (the “Private Placement”). The Private Placement Warrants, which were purchased by the Sponsor, are substantially similar to the Public
