UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2021
M3-Brigade
Acquisition II Corp.(Exact name of registrant as specified in its charter)
Delaware | 001-40162 | 86-1359752 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1700 Broadway - 19th Floor
New York, NY 10019
(Address of principal executive offices, including zip code)
(212)
202-2200
(Registrant’s telephone number, including area code)
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☐ 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 CFR240.14a-12)
☐
Pre-commencement
communications pursuant to Rule14d-2(b)
under the Exchange Act (17 CFR240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule13e-4(c)
under the Exchange Act (17 CFR240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-fourth of one redeemable warrant | MBAC.U | The New York Stock Exchange | ||
Class A common stock included as part of the units | MBAC | The New York Stock Exchange | ||
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | MBAC.WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.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. ☐
Explanatory Note
On March 12, 2021, M3-Brigade Acquisition II Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the completion of its initial public offering of units and warrants and private placement of warrants on March 8, 2021. The Original 8-K included an audited balance sheet of the Company as of March 8, 2021 reflecting receipt of the offering proceeds as Exhibit 99.1 thereto. On November 17, 2021, the Company filed a Current Report on Form 8-K disclosing under Item 4.02 that the audit committee of the board of directors of the Company determined that, among other things, the Company’s audited balance sheet as of March 8, 2021 filed as Exhibit 99.1 to the Original 8-K should no longer be relied upon and should be restated. The Company is filing this Amendment No.1 on Form 8-K/A in order to amend the Original 8-K to include a restated audited balance sheet of the Company as of March 8, 2021.
Item 8.01. Entry into a Material Definitive Agreement.
On March 8, 2021, the Company consummated an initial public offering (the “IPO”) of 40,000,000 units (the “Units”) at an offering price of $10.00 per Unit and a private placement with
M3-Brigade
Sponsor II LP (the “Sponsor”) of 7,500,000 private placement warrants at a price of $1.50 per warrant (the “Private Placement”). The net proceeds from the IPO together with certain of the proceeds from the Private Placement, $400,000,000 in the aggregate (the “Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to the interest earned on the Offering Proceeds held in the trust account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated certificate of incorporation will provide that the Offering Proceeds will not be released from the trust account (1) to the Company, until the completion of its initial business combination, or (2) to its public shareholders, until the earliest of (a) the completion of the its initial business combination, and then only in connection with those shares of Class A common stock that such shareholders properly elect to redeem, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of shares of its Class A common stock the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of shares of its Class A common stock, and (c) the redemption of the public shares if the Company has not consummated its business combination within 24 months from the closing of the IPO, subject to applicable law.An audited balance sheet as of March 8, 2021 reflecting receipt of the Offering Proceeds has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Audited Balance Sheet (Restated) | |
104 | Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). |
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: December 2
2
, 2021M3-Brigade Acquisition II Corp. | ||
By: | /s/ Mohsin Meghji | |
Name: | Mohsin Meghji | |
Title: | Chairman and Chief Executive Officer |