| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
Mudrick Capital Acquisition Corporation II | |
| (Name of Issuer) | |
|
Class A Common Stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
62477L206** | |
| (CUSIP Number) | |
|
December 10, 2020 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 11 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
** The Class A Common Stock has no CUSIP number. The CUSIP number for the units which include the Class A Common Stock is 62477L206.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 62477L206 | 13G | Page 2 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Adage Capital Partners, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,475,000 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,475,000 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.83% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 62477L206 | 13G | Page 3 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Adage Capital Partners GP, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,475,000 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,475,000 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.83% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 62477L206 | 13G | Page 4 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Adage Capital Advisors, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,475,000 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,475,000 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.83% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 62477L206 | 13G | Page 5 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Robert Atchinson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,475,000 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,475,000 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.83% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 62477L206 | 13G | Page 6 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Phillip Gross | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,475,000 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,475,000 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,000 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.83% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 62477L206 | 13G | Page 7 of 11 Pages |
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Mudrick Capital Acquisition Corporation II (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| The Company's principal executive offices are located at 527 Madison Avenue, 6th Floor, New York, New York 10022. |
| Item 2(a). | NAME OF PERSON FILING |
| This statement is filed by: |
| (i) | Adage Capital Partners, L.P., a Delaware limited partnership ("ACP") with respect to the shares of Class A Common Stock directly owned by it; | |
| (ii) | Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), as general partner of ACP with respect to the shares of Class A Common Stock directly owned by ACP; | |
| (iii) | Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), as managing member of ACPGP, general partner of ACP, with respect to the shares of Class A Common Stock directly owned by ACP; | |
| (iv) | Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Class A Common Stock directly owned by ACP; and | |
| (v) | Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Class A Common Stock directly owned by ACP. | |
The foregoing persons are hereinaftGet the next $MUDSU alert in real time by emailCrush Q1 2026 with the Best AI SuperconnectorStay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform. SEC Form 8-K filed8-K - Mudrick Capital Acquisition Corp. II (0001820727) (Filer) Business Services Finance SEC Form 10-Q filed10-Q - Mudrick Capital Acquisition Corp. II (0001820727) (Filer) Business Services Finance SEC Form S filedSC 13G - Mudrick Capital Acquisition Corp. II (0001820727) (Subject) Business Services Finance Mudrick Capital Acquisition Corporation II Will Redeem Its Public SharesNEW YORK, Sept. 2, 2022 /PRNewswire/ -- Mudrick Capital Acquisition Corporation II ((", MUDS", or the ", company", , NASDAQ:MUDS, MUDSU, MUDSW)), a special purpose acquisition company, today announced it intends to dissolve and liquidate pursuant to the provisions of its Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"). MUDS did not complete a business combination opportunity within the period required by its Amended and Restated Certificate of Incorporation. The company will redeem all of its outstanding shares of Class A common stock issued as part of the units sold in the company's initial public offering (the "public shares"), ef Consumer Electronics/Appliances Industrials Business Services Finance Mudrick Capital Acquisition Corporation II Receives Expected Notification From Nasdaq Related To Delayed Quarterly Report; Filed Required ReportNEW YORK, June 2, 2021 /PRNewswire/ -- Mudrick Capital Acquisition Corporation II (NASDAQ:MUDSU) (the "Company") today announced it received a notice (the "Notice") on May 28, 2021 from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the "Q1 2021 Form 10-Q") with the Securities and Exchange Commission (the "SEC") on or before May 24, 2021, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended. The Notice indicated that th Business Services Finance Mudrick Capital Acquisition Corporation II Announces Separate Trading of its Class A Common Stock and Warrants, Commencing January 29, 2021New York, NY, Jan. 28, 2021 (GLOBE NEWSWIRE) -- Mudrick Capital Acquisition Corporation II (Nasdaq: MUDSU) (the “Company”) announced today that, commencing January 29, 2021, holders of the 31,625,000 units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock and warrants included in the units. The shares of Class A common stock and warrants that are separated will trade on The Nasdaq Capital Market (“Nasdaq”) under the symbols “MUDS” and “MUDSW”, respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on Nasdaq und Business Services Finance SEC Form SC 13G filedSC 13G - Mudrick Capital Acquisition Corp. II (0001820727) (Subject) Business Services Finance SEC Form SC 13G/A filedSC 13G/A - Mudrick Capital Acquisition Corp. II (0001820727) (Subject) Business Services Finance SEC Form SC 13G filedSC 13G - Mudrick Capital Acquisition Corp. II (0001820727) (Subject) Business Services Finance |