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    Mudrick Capital Acquisition Corporation II filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    9/2/22 5:16:05 PM ET
    $MUDS
    Consumer Electronics/Appliances
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    8-K
    Mudrick Capital Acquisition Corp. II false 0001820727 0001820727 2022-09-02 2022-09-02 0001820727 muds:UnitsEachConsistingOfOneShareOfClassCommonStockAndOneHalfOfOneWarrantMember 2022-09-02 2022-09-02 0001820727 us-gaap:CommonClassBMember 2022-09-02 2022-09-02 0001820727 muds:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceMember 2022-09-02 2022-09-02

     

     

    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
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