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| CIK | 1820727 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mudrick Capital Acquisition Corp II - Units (1 Ord Share Class A & 1/2 War)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2023 |
SC 13G/A 1 d453147dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Mudrick Capital Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 6 |
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| September 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-249402 MUDRICK CAPITAL ACQUISITION CORP. II (Exact name of registrant a |
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| September 2, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2022 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incor |
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| September 2, 2022 |
Mudrick Capital Acquisition Corporation II Will Redeem Its Public Shares Exhibit 99.1 For Immediate Release Mudrick Capital Acquisition Corporation II Will Redeem Its Public Shares NEW YORK, NY (September 2, 2022) ? Mudrick Capital Acquisition Corporation II (?MUDS? or the ?company?; NASDAQ: MUDS, MUDSU, MUDSW), a special purpose acquisition company, today announced it intends to dissolve and liquidate pursuant to the provisions of its Amended and Restated Certificate |
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| August 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39771 |
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| August 9, 2022 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpor |
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| July 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit |
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| June 13, 2022 |
Exhibit 10.1 EXECUTION VERSION Confidential SUBSCRIPTION AND BACKSTOP AGREEMENT This SUBSCRIPTION AND BACKSTOP AGREEMENT (this ?Subscription Agreement?) is entered into as of June 10, 2022, by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the ?Company?), BC Cyan Investment Holdings, Inc., a Delaware corporation (together with its affiliates and subsidiaries, ?BC C |
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| June 13, 2022 |
Exhibit 10.3 June 10, 2022 Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, NY 10022 RE: Sponsor Agreement Reference is made to that certain Agreement and Plan of Merger (the ?Merger Agreement?), to be dated as of the date hereof, by and among BC Cyan Investment Holdings Inc., a Delaware corporation (the ?Company?), Mudrick Capital Acquisition Corporation II, a De |
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| June 13, 2022 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into as of June 10, 2022, by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the ?Company?), and BC Cyan Holdings LP, a Delaware limited partnership (the ?Subscriber?). Defined terms used but not otherwise defined herein shall have the respective meanings ascri |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpora |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpora |
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| June 13, 2022 |
Exhibit 2.1 EXECUTION VERSION CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and among MUDRICK CAPITAL ACQUISITION CORPORATION II, TITAN MERGER SUB I, INC., TITAN MERGER SUB II, LLC and BC CYAN INVESTMENT HOLDINGS INC. dated as of June 10, 2022 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.01. Definitions 3 Section 1.02. Construction 19 Section 1.03. Knowledge 20 Section 1.04. Equ |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpora |
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| June 10, 2022 |
Blue Nile, Leading Fine Jewelry Online Retailer, to Become a Public Company Exhibit 99.1 Blue Nile, Leading Fine Jewelry Online Retailer, to Become a Public Company ? Blue Nile, Inc. to combine with Mudrick Capital Acquisition Corporation II (NASDAQ: MUDS) ? Transaction expected to provide up to ~$450 million of capital, including $50 million of new preferred equity provided by Mudrick Capital. Also includes $80 million of committed PIPE capital (~$50M of which has been p |
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| June 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpora |
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| June 10, 2022 |
Exhibit 99.2 Mudrick Capital Acquisition Corporation II June 8, 2022 Disclaimer This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between Mudrick Capital Acquisition Corporation II (?Mudrick?) and Blue Nile Inc. (the ?Company?) |
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| May 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3977 |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2022 MUDRICK CAPITAL ACQUISITION CORPORATION II (Exact Name of Registrant as Specified in Charter) Delaware 001-39771 85-2320197 (State or Other Jurisdiction of Incorporatio |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Index to Financial Statements Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39771 MUDRICK CA |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment 1*) MUDRICK CAPITAL ACQUISITION CORPORATION II (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securitie |
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| February 14, 2022 |
MUDS / MUDRICK CAPITAL ACQUISITION CORP II A / Sculptor Capital LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MUDRICK CAPITAL ACQUISITION CORPORATION II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 62477L107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mudrick Capital Acquisition Corporation II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 62477L107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| February 14, 2022 |
MUDS / MUDRICK CAPITAL ACQUISITION CORP II A / ARISTEIA CAPITAL LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Mudrick Capital Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 62477L107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 11, 2022 |
MUDS / MUDRICK CAPITAL ACQUISITION CORP II A / Anson Funds Management LP - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. |
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| February 11, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value, of Mudrick Capital Acquisition Corp. II, a Delaware corporation, and further agre |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mudrick Capital Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 62477L107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appr |
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| February 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mudrick Capital Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 62477L107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box |
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| December 17, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? T RANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
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| December 17, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2021 MUDRICK CAPITAL ACQUISITION CORPORATION II (Exact Name of Registrant as Specified in Charter) Delaware 001-39771 85-2320197 (State or Other Jurisdiction of Incorpora |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 MUDRICK CAPITAL ACQUISITION CORPORATION II (Exact Name of Registrant as Specified in Charter) Delaware 001-39771 85-2320197 (State or Other Jurisdiction of Incorpora |
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| November 24, 2021 |
Promissory Note issued to Mudrick Capital Acquisition Holdings II LLC (5) Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| August 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mudrick Capital Acquisition Corporation II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 62477L107 (CUSIP Number) August 20, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| August 27, 2021 |
MUDS / MUDRICK CAPITAL ACQUISITION CORP II A / Sculptor Capital LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MUDRICK CAPITAL ACQUISITION CORPORATION II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 62477L107 (CUSIP Number) August 20, 2021 (Date of Event Which Requires Filing of this Statement) Check the |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpo |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 20, 2021 |
Exhibit 99.1 Mudrick Capital Acquisition Corporation II Announces Termination of Merger Agreement for Business Combination with The Topps Company New York, August 20, 2021 ? Mudrick Capital Acquisition Corporation II (Nasdaq: MUDS) announced today that the Agreement and Plan of Merger with Topps Intermediate Holdco, Inc. and Tornante-MDP Joe Holding LLC has been terminated by mutual agreement, aft |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpo |
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| August 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 18, 2021 |
Exhibit 99.1 The Topps Company Raises 2021 Outlook and Announces Second Quarter 2021 Results Raises Full Year 2021 Outlook Net Sales Increased 77.7% to $212.2 Million Net Income Increased 176.4% to $36.3 Million Adjusted EBITDA* Increased 144.0% to $55.1 Million New York, NY ? August 18, 2021 ? The Topps Company, Inc. (?Topps? or ?the Company?), a global leader in sports and entertainment collecti |
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| August 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 18, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpo |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 17, 2021 |
DEFA14A 1 d203499ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 16, 2021 |
Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment No. 2?), dated as of August 15, 2021 is by and among (i) Mudrick Capital Acquisition Corporation II, a Delaware corporation, (ii) Titan Merger Sub I, Inc., a Delaware corporation, (iii) Titan Merger Sub II, LLC, a Delaware limited liability company, (iv) Topps Intermedi |
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| August 16, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpo |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39771 |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| July 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| July 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| July 27, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| July 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| July 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| July 6, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| June 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| June 23, 2021 |
Lender Presentation June 2021 Exhibit 99.1 Disclaimer This Presentation (?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between Mudrick Capital Acquisition Corporation II (?MUDS?) and Topps Intermediate Holdco, Inc. (?Topps?) and for no other purpose. Neith |
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| June 23, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorpora |
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| June 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| June 22, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| June 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 MUDRICK CAPITAL ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorporat |
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| June 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3977 |
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| June 2, 2021 |
Exhibit 99.1 Mudrick Capital Acquisition Corporation II Receives Expected Notification From Nasdaq Related To Delayed Quarterly Report; Filed Required Report New York, New York, June 2, 2021 ? Mudrick Capital Acquisition Corporation II (Nasdaq: MUDSU) (the ?Company?) today announced it received a notice (the ?Notice?) on May 28, 2021 from the Listing Qualifications Department of The Nasdaq Stock M |
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| June 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 17, 2021 |
NT 10-Q OMB APPROVAL Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2. |
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| May 13, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorporat |
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| May 12, 2021 |
Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?), dated as of May 10, 2021 is by and among (i) Mudrick Capital Acquisition Corporation II, a Delaware corporation, (ii) Titan Merger Sub I, Inc., a Delaware corporation, (iii) Titan Merger Sub II, LLC, a Delaware limited liability company, (iv) Topps Intermediate |
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| May 12, 2021 |
Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?), dated as of May 10, 2021 is by and among (i) Mudrick Capital Acquisition Corporation II, a Delaware corporation, (ii) Titan Merger Sub I, Inc., a Delaware corporation, (iii) Titan Merger Sub II, LLC, a Delaware limited liability company, (iv) Topps Intermediate |
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| May 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2320197 (State or other jurisdiction of incorporat |
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| May 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| May 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 10, 2021 (Date of earliest event reported) MUDRICK CAPITAL ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2347188 (State or other jurisdiction of incorporat |
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| April 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* MUDRICK CAPITAL ACQUISITION CORPORATION II (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 62477L017 (C |
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| April 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement |
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| April 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement |
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| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2347188 (State or other jurisdiction of incorpora |
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| April 6, 2021 |
Exhibit 10.3 EXECUTION VERSION April 6, 2021 Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, NY 10022 RE: Sponsor Agreement Reference is made to that certain Agreement and Plan of Merger (the ?Merger Agreement?), to be dated as of the date hereof, by and among Topps Intermediate Holdco, Inc., a Delaware corporation (the ?Company?), Mudrick Capital Acquisition Cor |
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| April 6, 2021 |
Exhibit 10.2 FINAL FORM BACKSTOP Subscription Agreement This BACKSTOP SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into as of April 6, 2021, by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the ?Company?), and the undersigned parties listed as Subscribers on the signature pages hereto (each such party, a ?Subscriber? and, collectively, the ?Subs |
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| April 6, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 7, 2020 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the ?Company?), and Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company |
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| April 6, 2021 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MUDRICK CAPITAL ACQUISITION CORPORATION II, TITAN MERGER SUB I, INC., TITAN MERGER SUB II, LLC, TOPPS INTERMEDIATE HOLDCO, INC. and TORNANTE-MDP JOE HOLDING LLC dated as of April 6, 2021 EXECUTION VERSION TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 7 Section 1.01. Definitions 7 Section 1.02. Construction 22 Section 1. |
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| April 6, 2021 |
Investor Presentation of Mudrick Capital Acquisition Corporation II dated April 2021. Exhibit 99.2 Investor Presentation Mudrick Capital Acquisition Corporation II April 2021 Disclaimer This Presentation (?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between Mudrick Capital Acquisition Corporation II (?MUDS?) and Topps Intermediate Holdco, |
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| April 6, 2021 |
Exhibit 10.3 EXECUTION VERSION April 6, 2021 Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, NY 10022 RE: Sponsor Agreement Reference is made to that certain Agreement and Plan of Merger (the ?Merger Agreement?), to be dated as of the date hereof, by and among Topps Intermediate Holdco, Inc., a Delaware corporation (the ?Company?), Mudrick Capital Acquisition Cor |
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| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3 |
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| April 6, 2021 |
Investor Presentation of Mudrick Capital Acquisition Corporation II dated April 2021. Exhibit 99.2 Investor Presentation Mudrick Capital Acquisition Corporation II April 2021 Disclaimer This Presentation (?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between Mudrick Capital Acquisition Corporation II (?MUDS?) and Topps Intermediate Holdco, |
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| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2347188 (State or other jurisdiction of incorpora |
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| April 6, 2021 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MUDRICK CAPITAL ACQUISITION CORPORATION II, TITAN MERGER SUB I, INC., TITAN MERGER SUB II, LLC, TOPPS INTERMEDIATE HOLDCO, INC. and TORNANTE-MDP JOE HOLDING LLC dated as of April 6, 2021 EXECUTION VERSION TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 7 Section 1.01. Definitions 7 Section 1.02. Construction 22 Section 1. |
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| April 6, 2021 |
Exhibit 99.1 The Topps Company, Iconic Leader in Sports & Entertainment Products and Novelty Confections, to Become a Public Company · Michael D. Eisner, former CEO of Disney, to remain Chairman of Topps, and his firm The Tornante Company, which purchased Topps in 2007, will roll 100% of its equity into new public company created through business combination with Mudrick Capital Acquisition Corpor |
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| April 6, 2021 |
Transcript of Pre-Recorded Video Presentation. Exhibit 99.3 Topps/MUDS Investor Presentation Transcript DISCLAIMER: Forward-Looking Statements Please note that this presentation, as well as the Form 8-K that includes definitive documentation with respect to the proposed business combination described below, can be found at the website of the U.S. Securities and Exchange Commission at www.sec.gov. The discussion today may contain forward-lookin |
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| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement |
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| April 6, 2021 |
Exhibit 99.1 The Topps Company, Iconic Leader in Sports & Entertainment Products and Novelty Confections, to Become a Public Company ? Michael D. Eisner, former CEO of Disney, to remain Chairman of Topps, and his firm The Tornante Company, which purchased Topps in 2007, will roll 100% of its equity into new public company created through business combination with Mudrick Capital Acquisition Corpor |
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| April 6, 2021 |
Form of Subscription Agreement. Exhibit 10.1 FINAL FORM Subscription Agreement This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into as of April 6, 2021, by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the ?Company?) and the undersigned (the ?Subscriber? or ?you?). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the |
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| April 6, 2021 |
Exhibit 99.3 Topps/MUDS Investor Presentation Transcript DISCLAIMER: Forward-Looking Statements Please note that this presentation, as well as the Form 8-K that includes definitive documentation with respect to the proposed business combination described below, can be found at the website of the U.S. Securities and Exchange Commission at www.sec.gov. The discussion today may contain forward-lookin |
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| April 6, 2021 |
Form of Subscription Agreement. Exhibit 10.1 FINAL FORM Subscription Agreement This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into as of April 6, 2021, by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the ?Company?) and the undersigned (the ?Subscriber? or ?you?). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the |
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| April 6, 2021 |
Exhibit 10.2 FINAL FORM BACKSTOP Subscription Agreement This BACKSTOP SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into as of April 6, 2021, by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the ?Company?), and the undersigned parties listed as Subscribers on the signature pages hereto (each such party, a ?Subscriber? and, collectively, the ?Subs |
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| April 2, 2021 |
Description of Registered Securities. *** Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2020, Mudrick Capital Acquisition Corp. II (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, |
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| April 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39771 MUDRICK CAPITAL |
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| April 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K ? Transition Report o |
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| February 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Mudrick Capital Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 62477L107 (CUSIP Number) February 23, 2021 (Date of Event which Requires Filing of this Statement) Check the approp |
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| February 16, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G/A filed herewith (and any amendments thereto), relating to the Class A common stock of Mudrick Capital Acquisition Corporation II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amende |
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| February 16, 2021 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mudrick Capital Acquisition Corporation II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 62477L107 (CUSIP Number) December 31, 2020 Date of Event Which Requires Filing of the Statement |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* MUDRICK CAPITAL ACQUISITION CORPORATION II (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 62477L 107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 16, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Mudrick Capital Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 62477L107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the |
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| January 28, 2021 |
Exhibit 99.1 Mudrick Capital Acquisition Corporation II Announces Separate Trading of its Class A Common Stock and Warrants, Commencing January 29, 2021 New York, NY, January 28, 2021 – Mudrick Capital Acquisition Corporation II (Nasdaq: MUDSU) (the “Company”) announced today that, commencing January 29, 2021, holders of the 31,625,000 units sold in the Company’s initial public offering may elect |
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| January 28, 2021 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2021 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2347188 (State or other jurisdiction of incorp |
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| January 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39771 MUDRICK CAPI |
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| December 21, 2020 |
Mudrick Capital Acquisition Corporation II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mudrick Capital Acquisition Corporation II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 62477L206** (CUSIP Number) December 10, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box t |
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| December 21, 2020 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Mudrick Capital Acquisition Corporation II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, |
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| December 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Mudrick Capital Acquisition Corporation II (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 62477L206** (CUSIP Number) December 10, 2020 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to |
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| December 16, 2020 |
Exhibit 99.1 Mudrick Capital Acquisition Corporation II Announces Closing of Underwriter’s Option to Purchase Additional Units in Connection with its Initial Public Offering New York, New York, December 14, 2020 (GLOBE NEWSWIRE) – Mudrick Capital Acquisition Corporation II (Nasdaq: MUDSU) (the “Company”) announced today that it closed the issuance of an additional 4,125,000 units pursuant to the e |
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| December 16, 2020 |
MUDRICK CAPITAL ACQUISITION CORPORATION II INDEX TO FINANCIAL STATEMENT Exhibit 99.2 MUDRICK CAPITAL ACQUISITION CORPORATION II INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Mudrick Capital Acquisition Corporation II: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 10, 2020 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directo |
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| December 16, 2020 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2020 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2347188 (State or other jurisdiction of incor |
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| December 11, 2020 |
Amended and Restated Certificate of Incorporation (2) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MUDRICK CAPITAL ACQUISITION CORPORATION II December 7, 2020 Mudrick Capital Acquisition Corporation II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Mudrick Capital Acquisition Corporation II.” The certificate of in |
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| December 11, 2020 |
Underwriting Agreement dated January 7, 2021 between the Company and Jefferies LLC (2) Exhibit 1.1 Execution Version MUDRICK CAPITAL ACQUISITION CORPORATION II UNDERWRITING AGREEMENT December 7, 2020 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set f |
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| December 11, 2020 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2020, is made and entered into by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor”), and Jefferies LLC (“Jefferies”, and, together with |
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| December 11, 2020 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 7, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Jefferies LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, t |
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| December 11, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 7, 2020 by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Forms S-1 |
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| December 11, 2020 |
Exhibit 10.1 December 7, 2020 Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mudrick Capital Acquisition Corporation II, a D |
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| December 11, 2020 |
Exhibit 10.6 Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, NY 10022 December 7, 2020 Mudrick Capital Acquisition Holdings II LLC 527 Madison Avenue, 6th Floor New York, NY 10022 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Mudrick Capital Acquisition Corporation II (the “Company”) and Mudrick Capital Acquisitio |
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| December 11, 2020 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 7, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Jefferies LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, t |
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| December 11, 2020 |
Exhibit 99.2 Mudrick Capital Acquisition Corporation II Announces Closing of Upsized $275,000,000 Initial Public Offering New York, NY, December. 10, 2020 (GLOBE NEWSWIRE) – Mudrick Capital Acquisition Corporation II (the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business comb |
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| December 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2020 (December 7, 2020) Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 001-39771 85-2347188 (State or other ju |
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| December 11, 2020 |
Exhibit 4.1 WARRANT AGREEMENT between MUDRICK CAPITAL ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 7, 2020, is by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Wa |
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| December 11, 2020 |
Exhibit 99.1 Mudrick Capital Acquisition Corporation II Announces Pricing of Upsized $275,000,000 Initial Public Offering New York, NY, December 7, 2020 (GLOBE NEWSWIRE) – Mudrick Capital Acquisition Corporation II (the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combin |
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| December 9, 2020 |
$275,000,000 Mudrick Capital Acquisition Corporation II 27,500,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-249402 PROSPECTUS $275,000,000 Mudrick Capital Acquisition Corporation II 27,500,000 Units Mudrick Capital Acquisition Corporation II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or mor |
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| December 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MUDRICK CAPITAL ACQUISITION CORPORATION II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2347188 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) |
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| December 7, 2020 |
As filed on December 7, 2020 with the U.S. Securities and Exchange Commission. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 6770 85-2347188 (State or other jurisdiction of incorpo |
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| December 3, 2020 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2020, is made and entered into by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor”), and Jefferies LLC (“Jefferies”, and, together with the Sponso |
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| December 3, 2020 |
Form of Administrative Support Agreement by and between the Registrant and the sponsor** Exhibit 10.9 Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, NY 10022 [], 2020 Mudrick Capital Acquisition Holdings II LLC 527 Madison Avenue, 6th Floor New York, NY 10022 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Mudrick Capital Acquisition Corporation II (the “Company”) and Mudrick Capital Acquisition Holdin |
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| December 3, 2020 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Jefferies LLC** Exhibit 10.8 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Jefferies LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company |
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| December 3, 2020 |
Form of Letter Agreement among the Registrant and our officers directors and sponsor.** Exhibit 10.1 [], 2020 Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware |
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| December 3, 2020 |
Form of Amended and Restated Certificate of Incorporation** Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MUDRICK CAPITAL ACQUISITION CORPORATION II [ ], 2020 Mudrick Capital Acquisition Corporation II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Mudrick Capital Acquisition Corporation II.” The certificate of incorpora |
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| December 3, 2020 |
Specimen Class A Common Stock Certificate. (3) Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 62477L 107 MUDRICK CAPITAL ACQUISITION CORPORATION II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF MUDRICK CAPITAL ACQUISITION CORPORATION II (THE “CORPORAT |
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| December 3, 2020 |
Exhibit 4.4 WARRANT AGREEMENT between MUDRICK CAPITAL ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant A |
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| December 3, 2020 |
Form of Underwriting Agreement** Exhibit 1.1 MUDRICK CAPITAL ACQUISITION CORPORATION II UNDERWRITING AGREEMENT December [], 2020 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agre |
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| December 3, 2020 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020 by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 3 |
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| December 3, 2020 |
Form of Audit Committee Charter** Exhibit 99.1 MUDRICK CAPITAL ACQUISITION CORPORATION II AUDIT COMMITTEE CHARTER I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Mudrick Capital Acquisition Corporation II (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulat |
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| December 3, 2020 |
Form of Compensation Committee Charter** Exhibit 99.2 MUDRICK CAPITAL ACQUISITION CORPORATION II COMPENSATION COMMITTEE CHARTER I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Mudrick Capital Acquisition Corporation II (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving th |
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| December 3, 2020 |
Exhibit 10.7 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company (the “Pur |
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| December 3, 2020 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 62477L 206 MUDRICK CAPITAL ACQUISITION CORPORATION II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per sh |
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| December 3, 2020 |
Form of Indemnity Agreement. (3) Exhibit 10.10 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provi |
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| December 3, 2020 |
Exhibit 14 MUDRICK CAPITAL ACQUISITION CORPORATION II CODE OF ETHICS I. INTRODUCTION The Board of Directors (the “Board”) of Mudrick Capital Acquisition Corporation II, has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) (each |
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| December 3, 2020 |
As filed with the Securities and Exchange Commission on December 2, 2020. Registration No. 333-249402 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 6770 85-2347188 (State or other jur |
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| December 3, 2020 |
Specimen Warrant Certificate. (3) Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW MUDRICK CAPITAL ACQUISITION CORPORATION II Incorporated Under the Laws of the State of Delaware CUSIP 62477L 115 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered hold |
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| October 9, 2020 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MUDRICK CAPITAL ACQUISITION CORPORATION II July 30, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Mudrick Capital Acquisition Corpor |
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| October 9, 2020 |
As filed with the Securities and Exchange Commission on October 9, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mudrick Capital Acquisition Corporation II (Exact name of registrant as specified in its charter) Delaware 6770 85-2347188 (State or other jurisdiction of incorporation |
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| October 9, 2020 |
Promissory Note issued to Mudrick Capital Acquisition Holdings II LLC. (1) Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| October 9, 2020 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Mudrick Capital Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of director |
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| October 9, 2020 |
Exhibit 3.3 BY LAWS OF Mudrick Capital Acquisition Corporation II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s register |
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| October 9, 2020 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Mudrick Capital Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of director |
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| October 9, 2020 |
Securities Subscription Agreement, dated July 30, 2020, between the Registrant and the sponsor* Exhibit 10.6 Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, New York. 10022 July 30, 2020 Mudrick Capital Acquisition Holdings II LLC 527 Madison Avenue, 6th Floor New York, New York. 10022 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on July 30, 2020 by and between Mudrick Capital Acquisition Holdi |
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| October 9, 2020 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Mudrick Capital Acquisition Corporation II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of director |
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| August 18, 2020 |
As confidentially submitted to the Securities and Exchange Commission on August 18, 2020. |
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| August 18, 2020 |
BY LAWS Mudrick Capital Acquisition Corporation II (THE “CORPORATION”) ARTICLE I Exhibit 3.3 BY LAWS OF Mudrick Capital Acquisition Corporation II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s register |
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| August 18, 2020 |
Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, New York. 10022 Exhibit 10.6 Mudrick Capital Acquisition Corporation II 527 Madison Avenue, 6th Floor New York, New York. 10022 July 30, 2020 Mudrick Capital Acquisition Holdings II LLC 527 Madison Avenue, 6th Floor New York, New York. 10022 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on July 30, 2020 by and between Mudrick Capital Acquisition Holdi |
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| August 18, 2020 |
CERTIFICATE OF INCORPORATION OF MUDRICK CAPITAL ACQUISITION CORPORATION II July 30, 2020 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MUDRICK CAPITAL ACQUISITION CORPORATION II July 30, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Mudrick Capital Acquisition Corpor |
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| August 18, 2020 |
Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
