8-K

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): September 2, 2022

Mudrick Capital Acquisition Corporation II

(Exact name of registrant as specified in its charter)

Delaware	001-39771	85-2320197
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

527 Madison Avenue, 6th Floor

New York, NY 10022

(Address of principal executive offices, including 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, and one-half of one Redeemable Warrant	MUDSU	The Nasdaq Stock Market LLC
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

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).

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 7.01. Regulation FD Disclosure.

On September 2, 2022, Mudrick Capital Acquisition Corporation II (the “Company”) issued a press release announcing it will redeem all of its outstanding shares of Class A common stock, par value $0.0001, effective as of the close of business on September 12, 2022, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, and Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1*	Press release, dated September 2, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mudrick Capital Acquisition Corporation II
Date: September 2, 2022	By:	/s/ Jason Mudrick
	Name:	Jason Mudrick
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Mudrick Capital Acquisition Corporation II Will Redeem Its Public Shares

NEW YORK, NY (September 2, 2022) – Mudrick Capital Acquisition Corporation II (“MUDS” or the “company”; NASDAQ: MUDS, MUDSU, MUDSW), a special purpose acquisition company, today announced it intends to dissolve and liquidate pursuant to the provisions of its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”). MUDS did not complete a business combination opportunity within the period required by its Amended and Restated Certificate of Incorporation. The company will redeem all of its outstanding shares of Class A common stock issued as part of the units sold in the company’s initial public offering (the “public shares”), effective as of the close of business on September 12, 2022.

Consistent with the provisions of the Amended and Restated Certificate of Incorporation, in connection with its dissolution and liquidation, the company will:

(i) Cease all operations except for the purpose of winding up.

(ii) As promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish MUDS’ public stockholders’ rights as stockholders (and, therefore, the public shares will have no right to receive further liquidating distributions, if any).

(iii) As promptly as reasonably possible following such redemption, subject to the approval of MUDS’ remaining stockholders and the company’s board of directors, dissolve and liquidate, subject in each case to the company’s obligations under the General Corporation Law of the State of Delaware, to provide for claims of creditors and other requirements of applicable law.

Net of taxes and up to $100,000 of dissolution expenses, MUDS currently expects the per-share redemption price for the public shares will be approximately $10.16 (as finally determined, the “Redemption Amount”).

The Redemption Amount will be paid on or prior to September 23, 2022, to the beneficial owners of public shares held in street name without any required action on their part. The Redemption Amount will be paid to record holders of public shares after delivery of their public shares to the company’s transfer agent, Continental Stock Transfer & Trust Company, on or after September 12, 2022.

MUDS anticipates that the public shares will cease trading before business open on September 13, 2022. As of the close of business on September 12, 2022, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. After September 12, 2022, the company will cease all operations except for those required to wind up the company’s business.

There will be no redemption rights or liquidating distributions with respect to MUDS’ warrants, which will expire worthless. The company’s sponsor, directors and each member of MUDS’ management team have waived their redemption rights with respect to all founder shares held by them.

MUDS expects that NASDAQ will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist its securities. The company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, including with respect to the company’s anticipated redemption, liquidation and dissolution, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “future,” “project,” “anticipate” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors and risks that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the company’s Form S-1 relating to its initial public offering, Annual Report on Form 10-K and other documents the company has filed with the SEC, as amended from time to time. Copies of such filings are available on the SEC’s website, www.sec.gov.

Forward-looking statements speak only as of the date they are made, and the company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The inclusion of any statement in this press release does not constitute an admission by the company or any other person that the events or circumstances described in such statements are material.

About Mudrick Capital Acquisition Corporation II

Mudrick Capital Acquisition Corporation II is a special purpose acquisition company formed for the purpose of effecting a merger, asset acquisition, stock exchange or purchase, reorganization, or combination thereof with one or more businesses.

Media Contact

Todd Fogarty

Partner, Kekst CNC

Tel: (212) 521-4854

Email: todd.fogarty@kekstcnc.com

XML

Document and Entity Information	Sep. 02, 2022
Document And Entity Information [Line Items]
Entity Registrant Name	Mudrick Capital Acquisition Corp. II
Amendment Flag	false
Entity Central Index Key	0001820727
Document Type	8-K
Document Period End Date	Sep. 02, 2022
Entity Incorporation State Country Code	DE
Entity File Number	001-39771
Entity Tax Identification Number	85-2320197
Entity Address, Address Line One	527 Madison Avenue
Entity Address, Address Line Two	6th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(646)
Local Phone Number	747-9500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Units Each Consisting Of One Share Of Class Common Stock And One Half Of One Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A common stock, and one-half of one Redeemable Warrant
Trading Symbol	MUDSU
Security Exchange Name	NASDAQ
Common Class B [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock, par value $0.0001 per share
Trading Symbol	MUDS
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Class Common Stock At Exercise Price [Member]
Document And Entity Information [Line Items]
Security 12b Title	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	MUDSW
Security Exchange Name	NASDAQ