SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Mudrick Capital Acquisition Holdings II LLC (Last) (First) (Middle) 527 MADION AVENUE 6TH FLOORQ (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/07/2020	3. Issuer Name and Ticker or Trading Symbol Mudrick Capital Acquisition Corp. II [ MUDSU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	7,906,250(2)(3)	(1)	D

1. Name and Address of Reporting Person* Mudrick Capital Acquisition Holdings II LLC (Last) (First) (Middle) 527 MADION AVENUE 6TH FLOORQ (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mudrick Capital Management, L.P. (Last) (First) (Middle) 527 MADISON AVENUE, 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mudrick Capital Management LLC (Last) (First) (Middle) 527 MADISON AVENUE, 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mudrick Jason (Last) (First) (Middle) C/O MUDRICK CAPITAL ACQUISITION CORP. 527 MADISON AVENUE, 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-249402) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.

2. These shares represent Class B common stock held by Mudrick Capital Acquisition Holdings II LLC, acquired pursuant to a subscription agreement by and between Mudrick Capital Acquisition Holdings II LLC and the issuer. The Class B common stock owned by reporting persons includes up to 1,031,250 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

3. Mudrick Capital Management, L.P. is the managing member of Mudrick Capital Acquisition Holdings II LLC and has voting and investment discretion with respect to the securities held by Mudrick Capital Acquisition Holdings II LLC. Jason Mudrick is the sole member of Mudrick Capital Management, LLC, the general partner of Mudrick Capital Management, L.P. As such, Mudrick Capital Management, L.P., Mudrick Capital Management, LLC and Jason Mudrick may be deemed to have beneficial ownership of the common stock held directly by Mudrick Capital Acquisition Holdings II LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

	/s/ Jason Mudrick	12/07/2020
	/s/ Jason Mudrick, as managing member of Mudrick Capital Management, LLC, the general partner of Mudrick Capital Management, L.P., the managing member of Mudrick Capital Acquisition Holdings II LLC	12/07/2020
	/s/ Jason Mudrick, as managing member of Mudrick Capital Management, LLC, the general partner of Mudrick Capital Management, L.P.	12/07/2020
	/s/ Jason Mudrick, as managing member of Mudrick Capital Management, LLC	12/07/2020
	** Signature of Reporting Person	Date
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