NEW
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"), effective as of the close of business on September 12, 2022.
Consistent with the provisions of the Amended and Restated
Certificate of Incorporation, in connection with its dissolution
and liquidation, the company will:
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(i)
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Cease all operations
except for the purpose of winding up.
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(ii)
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As promptly as
reasonably possible, but not more than 10 business days thereafter,
redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account
including interest earned on the funds held in the trust account
and not previously released to the company to pay its tax
obligations (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish MUDS' public
stockholders' rights as stockholders (and, therefore, the public
shares will have no right to receive further liquidating
distributions, if any).
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(iii)
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As promptly as
reasonably possible following such redemption, subject to the
approval of MUDS' remaining stockholders and the company's board of
directors, dissolve and liquidate, subject in each case to the
company's obligations under the General Corporation Law of the
State of Delaware, to provide for claims of creditors and other
requirements of applicable law.
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Net of taxes and up to $100,000 of
dissolution expenses, MUDS currently expects the per-share
redemption price for the public shares will be approximately
$10.16 (as finally determined, the
"Redemption Amount").
The Redemption Amount will be paid on or prior to September 23, 2022, to the beneficial owners of
public shares held in street name without any required action on
their part. The Redemption Amount will be paid to record holders of
public shares after delivery of their public shares to the
company's transfer agent, Continental Stock Transfer & Trust
Company, on or after September 12,
2022.
MUDS anticipates that the public shares will cease trading
before business open on September 13,
2022. As of the close of business on September 12, 2022, the public shares will be
deemed cancelled and will represent only the right to receive the
Redemption Amount. After September 12,
2022, the company will cease all operations except for those
required to wind up the company's business.
There will be no redemption rights or liquidating distributions
with respect to MUDS' warrants, which will expire worthless. The
company's sponsor, directors and each member of MUDS' management
team have waived their redemption rights with respect to all
founder shares held by them.
MUDS expects that NASDAQ will file a Form 25 with the United
States Securities and Exchange Commission (the "SEC") to delist its
securities. The company thereafter expects to file a Form 15 with
the SEC to terminate the registration of its securities under the
Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are not
historical facts, including with respect to the company's
anticipated redemption, liquidation and dissolution, and involve
risks and uncertainties that could cause actual results to differ
materially from those expected and projected. Words such as
"expect," "believe," "anticipate," "intend," "estimate," "seek,"
"future," "project," "anticipate" and variations and similar words
and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events
or future performance, but reflect management's current beliefs,
based on information currently available. A number of factors could
cause actual events, performance or results to differ materially
from the events, performance and results discussed in the
forward-looking statements. For information identifying important
factors and risks that could cause actual results to differ
materially from those anticipated in the forward-looking
statements, please refer to the company's Form S-1 relating to its
initial public offering, Annual Report on Form 10-K and other
documents the company has filed with the SEC, as amended from time
to time. Copies of such filings are available on the SEC's website,
www.sec.gov.
Forward-looking statements speak only as of the date they are
made, and the company assumes no obligation and does not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise, except as
required by law. Nothing in this press release should be regarded
as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. The inclusion of any statement in this press release does
not constitute an admission by the company or any other person that
the events or circumstances described in such statements are
material.
About Mudrick Capital Acquisition Corporation II
Mudrick Capital Acquisition Corporation II is a special purpose
acquisition company formed for the purpose of effecting a merger,
asset acquisition, stock exchange or purchase, reorganization, or
combination thereof with one or more businesses.
Media Contact
Todd Fogarty
Partner, Kekst CNC
Tel: (212) 521-4854
Email: todd.fogarty@kekstcnc.com
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SOURCE Mudrick Capital Acquisition Corporation II
