Item 1.01. Entry into a Material Definitive Agreement.
Paragraph 1 of Item 1.01 of the Form 8-K is hereby amended and restated as
follows:
On February 24, 2023, M3-Brigade Acquisition Corp. II (the "Company") and
M3-Brigade Sponsor II LP (the "Sponsor") entered into a non-redemption agreement
("Non-Redemption Agreement") with one or more unaffiliated third party or
parties in exchange for such third party or third parties agreeing not to redeem
an aggregate of 400,000 shares of the Company's Class A common stock sold in its
initial public offering ("Non-Redeemed Shares") in connection with the special
meeting of the stockholders called by the Company (the "Special Meeting") to
consider and approve an extension of time for the Company to consummate an
initial business combination (the "Extension Proposal") from March 8, 2023 to
December 8, 2023 (the "Extension"). In exchange for the foregoing commitments
not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to
such third party or third parties an aggregate of 100,000 shares of the
Company's Class B common stock held by the Sponsor promptly upon consummation of
the Extension if they continue to hold such Non-Redeemed Shares through the
Special Meeting. Pursuant to the Underwriting Agreement, dated as of March 3,
2021, by and between the Company and Cantor Fitzgerald & Co. ("Cantor
Fitzgerald"), which was filed as Exhibit 1.1 to the Company's Form 8-K filed
with the Securities and Exchange Commission on March 9, 2021, Cantor Fitzgerald
has consented in writing to the transfers of the Company's Class B common stock
contemplated by the Non-Redemption Agreements. The Sponsor intends to enter into
additional Non-Redemption Agreements prior to the Special Meeting.
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