Item 8.01. Other Events.
On March 8, 2021, the Company consummated an initial public offering (the "IPO")
of 40,000,000 units (the "Units") at an offering price of $10.00 per Unit and a
private placement with M3-Brigade Sponsor II LP (the "Sponsor") of 7,500,000
private placement warrants at a price of $1.50 per warrant (the "Private
Placement"). The net proceeds from the IPO together with certain of the proceeds
from the Private Placement, $400,000,000 in the aggregate (the "Offering
Proceeds"), were placed in a trust account established for the benefit of the
Company's public shareholders and the underwriters of the IPO with Continental
Stock Transfer & Trust Company acting as trustee. Except with respect to the
interest earned on the Offering Proceeds held in the trust account that may be
released to the Company to pay its income taxes, if any, the Company's amended
and restated certificate of incorporation will provide that the Offering
Proceeds will not be released from the trust account (1) to the Company, until
the completion of its initial business combination, or (2) to its public
shareholders, until the earliest of (a) the completion of the its initial
business combination, and then only in connection with those shares of Class A
common stock that such shareholders properly elect to redeem, (b) the redemption
of any public shares properly tendered in connection with a shareholder vote to
amend the Company's amended and restated certificate of incorporation (A) to
modify the substance or timing of the Company's obligation to provide holders of
shares of its Class A common stock the right to have their shares redeemed in
connection with the Company's initial business combination or to redeem 100% of
its public shares if the Company does not complete its initial business
combination within 24 months from the closing of the IPO or (B) with respect to
any other provision relating to the rights of holders of shares of its Class A
common stock, and (c) the redemption of the public shares if the Company has not
consummated its business combination within 24 months from the closing of the
IPO, subject to applicable law.
An audited balance sheet as of March 8, 2021 reflecting receipt of the Offering
Proceeds has been issued by the Company and is included as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Audited Balance Sheet (Restated)
104 Cover Page Interactive Data File (cover page XBRL tags are embedded
within the Inline XBRL document).
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