Attached files
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EX-32.1 - EXHIBIT 32.1 - Mudrick Capital Acquisition Corp. II | tm2112093d2_ex32-1.htm |
EX-31.2 - EXHIBIT 31.2 - Mudrick Capital Acquisition Corp. II | tm2112093d2_ex31-2.htm |
EX-31.1 - EXHIBIT 31.1 - Mudrick Capital Acquisition Corp. II | tm2112093d2_ex31-1.htm |
EX-10.5 - EXHIBIT 10.5 - Mudrick Capital Acquisition Corp. II | tm2112093d2_ex10-5.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal period ended December 31, 2020
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-39771
MUDRICK CAPITAL ACQUISITION CORPORATION II
(Exact name of registrant as specified in its charter)
Delaware | 85-2347188 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
527 Madison Avenue, 6TH Floor New York, New York |
10022 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 747-9500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Trading Symbol(s) | Name of Each Exchange on Which Registered: | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | MUDSU | The Nasdaq Stock Market LLC | ||
Class A Common Stock, par value $0.0001 per share | MUDS | The Nasdaq Stock Market LLC | ||
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | MUDSW | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | x | Smaller reporting company | x |
Emerging growth company | x |
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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
The registrant’s shares of common stock were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2020. The registrant’s units begin trading on The Nasdaq Stock Market LLC on December 8, 2020, and the registrant’s shares of Class A common stock and warrants began trading on The Nasdaq Stock Market on January 29, 2021. The aggregate market value of the units outstanding, other than units held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the units on December 31, 2020, as reported on The Nasdaq Capital Market was approximately $326,054,000.
As of March 30, 2021, there were 31,625,000 Units, consisting of 31,625,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common stock”) and 15,812,500 Warrants, and 7,906,250 shares of Class B common stock, par value $0.0001 per share (“Class B Common stock”), of the registrant issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”) originally filed on April 2, 2021 (the “Original Filing”) by Mudrick Capital Acquisition Corporation II, a Delaware corporation (“we,” “us,” “our”, or the “Company”). We are filing this Amendment to correct hyperlinks that were mistakenly added to certain exhibits listed in the Exhibit Index under Item 15 of the Original Filing.
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the Securities and Exchange Commission (the “SEC”) subsequent to the filing of the Original Filing.
Item 15. | Exhibits, Financial Statements and Financial Statement Schedules |
(3) | Exhibits |
The exhibits listed in the exhibit index of the Original Filing and the exhibits listed in the exhibit index of this Amendment are filed with, or incorporated by reference into, the Form 10-K. Exhibits which are incorporated herein by reference are available on the SEC website at www.sec.gov.
EXHIBIT INDEX
101.INS XBRL Instance Document***
101.SCH XBRL Taxonomy Extension Schema***
101.CAL XBRL Taxonomy Calculation Linkbase***
101.LAB XBRL Taxonomy Label Linkbase***
101.PRE XBRL Definition Linkbase Document***
101.DEF XBRL Definition Linkbase Document***
* | Filed herewith. |
** | Furnished herewith. |
*** | Previously filed or furnished. |
(1) | Incorporated by reference to the Company’s Form S-1, filed with the SEC on October 9, 2020 (File No. 333-249402). |
(2) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on December 11, 2020. |
(3) | Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on December 2, 2020 (File No. 333-249402). |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
April 5, 2021 | Mudrick Capital Acquisition Corporation II | |
By: | /s/ Jason Mudrick | |
Name: | Jason Mudrick | |
Title: | Chief Executive Officer (Principal Executive Officer) |