Mudrick Capital Acquisition Corporation II will repurchase its public shares
NEW YORK, September 2, 2022 /PRNewswire/ — Mudrick Capital Acquisition Corporation II (“MUDS” or the “Company”; NASDAQ: SLUDGE, MUDSU, MUDSW), a special purpose acquisition company, today announced its intention to dissolve and liquidate in accordance with the provisions of its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”). update “). MUDS has not completed a business combination opportunity within the time period required by its Amended and Restated Certificate of Incorporation. The Company will redeem all of its outstanding Class A common shares issued pursuant to the units sold under the Company’s initial public offering (the “Public Shares”), effective at the close of business on September 12, 2022.
In accordance with the provisions of the amended and restated certificate of incorporation, in connection with its dissolution and liquidation, the company:
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Cease all operations except with a view to liquidation. |
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(ii) |
As promptly as reasonably practicable, but not more than 10 business days thereafter, redeem the public shares, at a price per share, payable in cash, equal to the total amount then on deposit in the trust account, including interest earned on funds held in the trust account and not previously released to the company to pay its tax obligations (less up to $100,000 interest to pay dissolution costs), divided by the number of public shares then outstanding, the redemption of which will completely extinguish the rights of the public shareholders of MUDS as shareholders (and, therefore, the public shares will not be entitled to receive further liquidation distributions, if any). |
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(iii) |
As promptly as reasonably practicable after such redemption, subject to the approval of the remaining shareholders of MUDS and the board of directors of the company, dissolve and liquidate, subject in each case to the obligations of the company under general law on corporations in the State of Delaware, to provide for claims of creditors and other requirements of applicable law. |
Excluding taxes and up to $100,000 dissolution fee, MUDS currently expects the redemption price per share of the public shares to be approximately $10.16 (as ultimately determined, the “Redemption Amount”).
The Redemption Amount will be paid no later than September 23, 2022, to usufructuaries of public shares held in the name of the street without any action required on their part. The Redemption Amount will be paid to registered holders of public shares upon delivery of their public shares to the company’s transfer agent, Continental Stock Transfer & Trust Company, on or after September 12, 2022.
MUDS expects the public shares to cease trading before markets open on September 13, 2022. As soon as the offices close on September 12, 2022, the public shares will be deemed canceled and will represent only the right to receive the Redemption Amount. After September 12, 2022the company will cease all activities except those necessary for the liquidation of the company’s activity.
There will be no redemption rights or liquidation distributions with respect to the MUDS Warrants, which will expire worthless. The corporate sponsor, directors and each member of the management team of MUDS have waived their redemption rights with respect to all Founder Shares held by them.
MUDS expects NASDAQ to file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist its securities. The company then plans 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 contains “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. amended (the “Exchange Act”), which are not historical facts, including with respect to the planned redemption, liquidation and dissolution of the company, and involve risks and uncertainties that could cause that actual results differ materially from those expected and projected. Words such as “expect”, “believe”, “anticipate”, “intend”, “estimate”, “seek”, “future”, “project”, “anticipate” and their variations and similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements relate to future events or future performance, but reflect the current beliefs of management, 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 referred to in the forward-looking statements. For more information about identifying important factors and risks that could cause actual results to differ materially from those anticipated in the forward-looking statements, please see the company’s Form S-1 relating to its public offering. initial, annual report on Form 10-K and other documents the company has filed with the SEC, as amended from time to time. Copies of these filings are available on the SEC’s website, www.sec.gov.
Forward-looking statements speak only as of the date on which they are made, and the company undertakes no obligation and does not intend to update or revise these forward-looking statements, whether as a result new information, future events or otherwise, except as required by law. Nothing in this press release should be taken as a representation by anyone that the forward-looking statements set forth herein will be realized or that any of the results contemplated by 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 incorporated 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
E-mail: [email protected]
SOURCE Mudrick Capital Acquisition Corporation II
