0001193125-21-067267.txt : 20210303 0001193125-21-067267.hdr.sgml : 20210303 20210303140751 ACCESSION NUMBER: 0001193125-21-067267 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210303 DATE AS OF CHANGE: 20210303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M3-Brigade Acquisition II Corp. CENTRAL INDEX KEY: 0001839175 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-40162 FILM NUMBER: 21708256 BUSINESS ADDRESS: STREET 1: 130 WEST 42ND STREET, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 203-340-7850 MAIL ADDRESS: STREET 1: 130 WEST 42ND STREET, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: M3 Acquisition II Corp. DATE OF NAME CHANGE: 20210106 8-A12B 1 d123860d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

M3-Brigade Acquisition II Corp.

(Exact Name Of Registrant As Specified In Its Charter)

 

 

 

Delaware   86-1359752
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

1700 Broadway – 19th Floor

New York, NY 10019

   10019
(Address of principal executive offices)   (Zip Code)

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

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant   New York Stock Exchange
Class A common stock included as part of the units   New York Stock Exchange
Redeemable 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   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement file number to which this form relates:

333-253132

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

None

 

 

 

Item 1. Description of Registrant’s Securities to be Registered

The description of the units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant, the Class A ordinary shares and the redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment), of M3-Brigade Acquisition II Corp., a Delaware corporation, as set forth under the caption “Description of Securities” in the prospectus forming a part of the Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission (the “Commission”) on February 16, 2021 (Registration No. 333-253132), including exhibits, and as subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, all of the above-referenced descriptions included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

Item 2. Exhibits

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The New York Stock Exchange, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

    M3-Brigade Acquisition II Corp.
Date: March 3, 2021     By:  

/s/ Mohsin Y. Meghji

    Name:   Mohsin Y. Meghji
    Title:   Chief Executive Officer and Director