UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On November 22, 2021, Mudrick Capital Acquisition Corporation II (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $2,000,000 to Mudrick Capital Acquisition Holdings II LLC (the “Sponsor”). The Note bears no interest and is repayable in full upon the earlier to occur of (i) the consummation of the Company’s initial business combination and (ii) the winding up of the Company. The note also provides that up to $1,500,000 of the outstanding principal amount of the Note may be converted into a number of warrants, at a price of $1.00 per warrant, at the option of the Sponsor and at any time prior to payment in full of the outstanding principal amount of the Note. Such warrants would be identical to the private placement warrants issued to the Sponsor at the Company’s initial public offering.
The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit Number |
Exhibit | |
| 10.1 | Promissory Note, November 22, 2021, issued by Mudrick Capital Acquisition Corporation II to Mudrick Capital Acquisition Holdings II LLC | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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: November 24, 2021
| MUDRICK CAPITAL ACQUISITION CORPORATION II | ||
| By: | /s/ Jason Mudrick | |
| Name: | Jason Mudrick | |
| Title: | Chief Executive Officer and Director | |