Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 7, 2023, M3-Brigade Acquisition II Corp. (the "Company") held a special
meeting of shareholders (the "Special Meeting") to approve the Extension
Proposal to extend the date by which the Company has to consummate a business
combination from March 8, 2023 to December 8, 2023, as more fully described in
its definitive proxy statement filed with the Securities and Exchange Commission
on February 22, 2023. As there were sufficient votes to approve the Extension
Proposal, the Adjournment Proposal was not presented to stockholders.
Holders of 30,670,885 shares of common stock of the Company held of record as of
February 21, 2023, the record date for the Special Meeting, were present in
person or by proxy, representing approximately 61% of the voting power of the
Company's shares of common stock as of the record date for the Special Meeting,
and constituting a quorum for the transaction of business.
The voting results for the Extension Proposal was as follows:
Proposal No. 1: The Extension Proposal
To extend the date by which the Company has to consummate a business combination
from March 8, 2023 to December 8, 2023.
For Against Abstain
26,690,389 3,980,496 0
Proposal No. 2: The Adjournment Proposal
The Company had solicited proxies in favor of an Adjournment Proposal which
would have given the Company authority to adjourn the Special Meeting to a later
date or dates, if the Company determined that additional time was necessary to
effectuate the Extension. As sufficient shares were voted in favor of the
Extension Proposal, this proposal was not voted upon at the Extension Meeting.
In connection with the vote to approve the Extension Proposal, the holders of
35,463,019 shares of Class A common stock, par value $0.0001, of the Company
("Class A Common Stock") properly exercised their right to redeem their shares
(and did not withdraw their redemption) for cash at a redemption price of
approximately $10.14 per share of Class A Common Stock, for an aggregate
redemption amount of approximately $359.6 million.
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