M3-Brigade Acquisition II Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement (Amendment)
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Explanatory Note
| Item 1.01. | Entry into a Material Definitive Agreement. |
Paragraph 1 of Item 1.01 of the Form 8-K is hereby amended and restated as follows:
On February 24, 2023, M3-Brigade Acquisition Corp. II (the “Company”) and M3-Brigade Sponsor II LP (the “Sponsor”) entered into a non-redemption agreement (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 400,000 shares of the Company’s Class A common stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the special meeting of the stockholders called by the Company (the “Special Meeting”) to consider and approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from March 8, 2023 to December 8, 2023 (the “Extension”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 100,000 shares of the Company’s Class B common stock held by the Sponsor promptly upon consummation of the Extension if they continue to hold such Non-Redeemed Shares through the Special Meeting. Pursuant to the Underwriting Agreement, dated as of March 3, 2021, by and between the Company and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), which was filed as Exhibit 1.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2021, Cantor Fitzgerald has consented in writing to the transfers of the Company’s Class B common stock contemplated by the Non-Redemption Agreements. The Sponsor intends to enter into additional Non-Redemption Agreements prior to the Special Meeting.
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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.
| M3-BRIGADE ACQUISITION II CORP. | ||
| Date: March 2, 2023 | By: | /s/ Mohsin Y. Meghji |
| Name: Mohsin Y. Meghji | ||
| Title: Chairman and Chief Executive Officer | ||
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