UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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): April 23, 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 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(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-third 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. ☐
| Item 8.01. | Other Events. |
On April 23, 2021, M3-Brigade Acquisition II Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A common stock par value $0.0001 per share (the “Class A common stock”), and warrants included in the Units commencing on April 26, 2021. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock. Any Units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “MBAC.U”. Any underlying Class A common stock and warrants that are separated will trade on the NYSE under the symbols “MBAC” and “MBAC.WS,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A common stock and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated April 23, 2021. | |
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: April 23, 2021
| M3-BRIGADE ACQUISITION II CORP. | ||
| By: | /s/ Mohsin Meghji | |
| Name: | Mohsin Meghji | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 99.1
M3-Brigade Acquisition II Corp. Announces the Separate Trading of its Class A Common Stock and
Warrants Commencing April 26, 2021
New York, New York, April 23, 2021— M3-Brigade Acquisition II Corp. (NYSE: MBAC) (the “Company”) announced today that, commencing April 26, 2021, holders of the units sold in the Company’s initial public offering of 40,000,000 units, completed on March 8, 2021, may elect to separately trade the Class A common stock and warrants included in the units. Those units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “MBAC.U,” and the Class A common stock and warrants that are separated will trade on the NYSE under the symbols “MBAC” and “MBAC.WS,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A common stock and warrants.
The units were initially offered by the Company in an underwritten offering. Continental Stock Transfer & Trust Company served as the sole book-running manager for the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on March 3, 2021.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About M3-Brigade Acquisition II Corp.
M3-Brigade Acquisition II Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. The Company intends to focus its efforts on seeking and consummating an initial business combination with a company that has an enterprise value of at least $1 billion, although a target entity with a smaller or larger enterprise value may be considered. While the Company may pursue an acquisition opportunity in any business industry or sector and in any geographic region, the Company expects to focus on businesses or companies which are based in North America and have been impacted by the COVID-19 pandemic or businesses in the renewable energy sector (or related products or services).
The Company is led by key executives of M3 Partners, LP, a leading financial advisory services firm which specializes in assisting companies at inflection points in their growth cycle, and Brigade Capital Management, LP, a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has $30 billion in assets under management. The Company believes that the experience, capabilities, relationships and track record of its leadership team will make it an attractive partner for potential target businesses, enhance its ability to complete a successful business combination and, thereafter, improve the performance of the business in order to create value for its investors.