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 4.02 Non-Reliance on Previously Issued Financial Statement or Related Audit Report or Completed Interim Review.
(a) In connection with the preparation of the financial statements of Mudrick Capital Acquisition Corporation II (the “Company”) as of September 30, 2021, the Company’s management, in consultation with its advisors, identified an error made in the previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company valued its Class A common stock subject to possible redemption. The Company previously determined the value of such Class A common stock to be equal to the redemption value of such shares of Class A common stock, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has determined, after consultation with its advisors, that the shares of Class A common stock underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside of the Company’s control. Therefore, management concluded that the redemption value of its shares of Class A common stock subject to possible redemption should reflect the possible redemption of all shares of Class A common stock. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the shares of Class A common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and shares of Class A common stock. The Company filed its Form 10-Q for the period ended September 30, 2021 on November 10, 2021 which included a revision to previously issued financial statements for the period ended December 31, 2020. The Company determined to present this revision in a prospective manner in all future filings.
Subsequently, on December 14, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of December 10, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Amendment No. 2 on Form 10-K filed with the SEC on May 10, 2021 (“Amendment No. 2 to Form 10-K/A”), (ii) audited financial statements included in Amendment No. 2 to Form 10-K/A, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 2, 2021; and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 10, 2021, (collectively, the “Affected Periods”), should be restated to report all Class A common stock as temporary equity and should no longer be relied upon.
As such, the Company will restate its financial statements of the Affected Periods (i) for the Post IPO Balance Sheet and the Company’s audited financial statements included in the Amendment No. 2 to Form 10-K/A in an Amendment No. 3 to Form 10-K/A, and (ii) the unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 in an Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (“Amendment No. 1 to Q3 Form 10-Q/A”) to be filed with the SEC. In addition, in connection with the change in presentation for Class A common stock, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the initial public offering.
The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as of December 31, 2021 due to a material weakness in our internal control over financial reporting relating to accounting for complex financial instruments. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Amendment No. 3 to Form 10-K/A and Amendment No. 1 to Q3 Form 10-Q/A to be filed with the SEC.
Management and the Audit Committee have discussed the matters disclosed pursuant to this Item 4.02(a) with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s intent to restate certain historical financial statements and the timing and impact of the restatement. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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: December 14, 2021
| MUDRICK CAPITAL ACQUISITION CORPORATION II | ||
| By: | /s/ Jason Mudrick | |
| Name: Jason Mudrick | ||
| Title: Chief Executive Officer and Director | ||