Item 1.01. Entry into Material Definitive Agreement.
On March 2, 2023, M3-Brigade Acquisition Corp. II (the "Company") and M3-Brigade
Sponsor II LP (the "Sponsor") entered into non-redemption agreements
("Non-Redemption Agreements") with unaffiliated third parties in exchange for
such third parties agreeing not to redeem an aggregate of 4,052,653 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 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 parties an
aggregate of 1,013,161 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.
In the event that the Extension Proposal is approved and implemented as
described in the definitive proxy statement (the "Proxy Statement") for the
Special Meeting filed by the Company with the Securities and Exchange Commission
(the "SEC") on February 22, 2023, funds in the Company's trust account,
including any interest earned thereon, will not be used to pay for any excise
tax liabilities with respect to any redemptions that occur prior to or in
connection with a business combination or liquidation of the Company. As further
described in the Proxy Statement, if the Company completes a business
combination, because the excise tax would be payable by the Company (following
the business combination) and not by the redeeming holder or out of the trust
account, the payment of the excise tax would reduce cash available to the
Company for ongoing operations following the completion of the business
combination (and if the Company does not complete a business combination, the
Company would seek to obtain alternative funds if necessary to pay any excise
tax incurred by the Company with respect to any redemptions).
The Non-Redemption Agreements are not expected to increase the likelihood that
the Extension Proposal is approved by Company's stockholders but are expected to
increase the amount of funds that remain in the Company's trust account
following the Special Meeting, relative to the amount of funds remaining in the
trust account had the Non-Redemption Agreements not been entered into.
The foregoing summary of the Non-Redemption Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement filed as Exhibit 10.1 hereto and incorporated herein by
reference.
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Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Extension. Information regarding the Company's
directors and executive officers is available in its annual report on Form 10-K
filed with the SEC. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests are
contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed with the SEC the Proxy Statement to consider and vote upon
the Extension and other matters, and, beginning on or about February 22, 2023,
first mailed the Proxy Statement and other relevant documents to its
stockholders as of the February 21, 2023 record date for the Special Meeting.
The Company's stockholders and other interested persons are advised to read the
Proxy Statement and any other relevant documents that have been or will be filed
with the SEC in connection with the Company's solicitation of proxies for the
Special Meeting because these documents will contain important information about
the Company, the Extension and related matters. Stockholders may also obtain a
free copy of the Proxy Statement, as well as other relevant documents that have
been or will be filed with the SEC, without charge, at the SEC's website located
at www.sec.gov or by directing a request to Innisfree M&A Incorporated at (877)
800-5182 (toll free) or (212) 750-5833 (bank and brokers can call collect).
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