NEW
YORK, Nov. 30, 2023 /PRNewswire/ -- M3-Brigade
Acquisition II Corp., a Delaware
corporation (the "Company") (NYSE: MBAC) which is a special
purpose acquisition company, today announced that it has determined
to redeem all of its outstanding Class A common stock, par value
$0.0001 per share, previously issued
to the public (the "Public Shares"), with such redemption
anticipated to be effective on or about December 13, 2023, because the Company will not
consummate an initial business combination within the time period
required by its amended and restated certificate of incorporation
(the "Charter"), filed with the U.S. Securities and Exchange
Commission (the "Commission") on March 10,
2021. The Company expects the last day of trading of its
Public Shares, units and warrants to be on or about December 8, 2023.
On March 7, 2023, the Company held
an extraordinary general meeting of shareholders of the Company
(the "Extension Meeting") to amend the Articles to extend the date
by which the Company has to consummate a business combination from
March 8, 2023 to December 8, 2023. The shareholders of the Company
approved such extension at the Extension Meeting.
Pursuant to the Company's Charter, if the Company has not
completed an initial business combination by December 8, 2023, the Company will (i) cease all
operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem
100% of the issued and outstanding Public Shares at a per-share
price, payable in cash, equal to the quotient obtained by dividing
(A) the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the Trust Account
(which interest shall be net of taxes payable and up to
$100,000 of interest to pay
dissolution expenses), by (B) the total number of then outstanding
Public Shares, which redemption will completely extinguish rights
of the holders of Public Shares (including the right to receive
further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders
and the Company's board of directors, in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company's
obligations under Delaware law to
provide for claims of creditors and other requirements of
applicable law.
The per-share redemption price for the Public Shares is expected
to be approximately $10.60 (the
"Redemption Amount"). In accordance with the terms of the related
trust agreement, the Company expects to retain a portion of the
interest earned on the funds deposited in the trust account to pay
the Company's tax obligations and $100,000 of dissolution expenses.
As of the close of business on the redemption date, the Public
Shares will be deemed to no longer be outstanding and will
represent only the right to receive the Redemption Amount for each
such Public Share.
The Redemption Amount will be payable to the holders of the
Public Shares upon presentation of their respective stock or unit
certificates or other delivery of their shares or units to the
Company's transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of Public Shares held in "street name,"
however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company's warrants, which will expire
worthless.
Following the last day of trading of the Company's Public
Shares, units and warrants, the Company expects that the New York
Stock Exchange will file a Form 25 with the Commission to delist
its securities. The Company thereafter expects to file a Form 15
with the Commission to terminate the registration of its securities
under the Securities Exchange Act of 1934, as amended.
About M3-Brigade Acquisition II Corp.
MBAC is a special purpose acquisition corporation formed for the
purpose of effecting a merger, stock purchase or similar business
combination with one or more businesses. MBAC is led by key
executives of M3 Partners, LP, a leading financial advisory
services firm that 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
approximately $30 billion in assets
under management.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements relating to the estimated per-share
redemption price and timing for redemptions and delisting of the
Company's securities. When used in this press release, the words
"could," "should," "will," "may," "believe," "anticipate,"
"intend," "estimate," "expect," "project," the negative of such
terms and other similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. These forward-looking
statements involve many risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements, including. These forward-looking statements
speak only as of the date of the foregoing communication, and the
Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in its
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Please refer to the publicly filed documents of the Company,
including its most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, for risks and uncertainties related to the
Company's business which may affect the statements made in this
communication.
Contact:
M3-Brigade Acquisition II Corp.
c/o M3 Partners, LP
1700 Broadway
19th Floor
New York, NY 10019
www.m3-brigade.com
Investor Relations
Kristin Celauro (212)
202-2223
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SOURCE M3-Brigade Acquisition II Corp.