UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 2021 (May 24, 2021)
M3-Brigade Acquisition II Corp.
(Exact name of registrant as specified in its charter)
Delaware | 001-40162 | 86-1359752 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1700 Broadway19th Floor
New York, NY 10019
(Address of principal executive offices, including zip code)
(212) 202-2200
Registrants telephone number, including area code
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:
☐ | 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(s) |
Name of each exchange | ||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | MBAC.U | The New York Stock Exchange | ||
Class A Ordinary Shares included as part of the units | MBAC | The New York Stock Exchange | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | MBAC.WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 25, 2021, M3-Brigade Acquisition II Corp. (the Company) received a notice from the New York Stock Exchange (the NYSE) indicating that it is not in compliance with NYSE continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file the Form 10-Q for the fiscal quarter ended March 31, 2021 (the Form 10-Q).
On April 12, 2021, the staff of the Securities and Exchange Commission (SEC) issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the Statement), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. This, in turn, has resulted in the Companys delay in preparing and finalizing its financial statements as of and for the quarter ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed deadline.
Under the NYSEs rules, the Company has six months following receipt of the notification of non-compliance to file the Form 10-Q with the SEC and can regain compliance with the NYSE listing standards before that deadline. On May 27, 2021, the Company filed the Form 10-Q and, as a result, has remedied its non-compliance.
Item 8.01 Other Events.
On April 12, 2021, the staff of the Securities and Exchange Commission (the SEC) issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (SPACs) (the Statement). In the Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPACs balance sheet as opposed to equity.
M3-Brigade Acquisition II Corp. (the Company) has previously classified its public and private placement warrants (Warrants) issued in connection with its initial public offering and private placement as equity within the Companys financial statements, and after discussion and evaluation, including with the Companys independent auditors, the Company has concluded that its warrants should be presented as liabilities as of the initial public offering date reported at fair value with subsequent fair value remeasurement at each reporting period.
On May 24, 2021, the audit committee of the board of directors of the Company concluded, after discussion with the Companys management, legal counsel and auditors, that the Companys audited balance sheet as of March 8, 2021 filed as Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the SEC on March 12, 2021 (the Form 8-K) should no longer be relied upon due to changes required to reclassify the Warrants as liabilities to align with the requirements set forth in the Statement. The Company plans to reflect this reclassification of the Warrants in its upcoming Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, to be filed with SEC.
The Company does not expect any of the above changes will have any impact on its cash position or cash held in the trust account.
In addition, the audit report of Marcum LLP included in the Companys Form 8-K filed on March 12, 2021 should no longer be relied upon.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 27, 2021
M3-BRIGADE ACQUISITION II CORP. | ||
By: | /s/ Mohsin Y. Meghji | |
Name: | Mohsin Y. Meghji | |
Title: | Chairman and Chief Executive Officer |