Основная статистика
| LEI | 549300LVMHTTS14Q5L37 |
| CIK | 1839175 |
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 M3 Brigade Acquisition II Corp - Class A
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| February 14, 2024 |
MBAC / M3 Brigade Acquisition II Corp - Class A / NOMURA HOLDINGS INC Passive Investment SC 13G/A 1 sayw2402142813ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* M3-Brigade Acquisition II Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 553800103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stat |
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| February 14, 2024 |
SC 13G/A 1 tm245838d11sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) M3-Brigade Acquisition II Corp. (Name of Issuer) Class A common stock , par value $0.0001 per shar |
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| December 27, 2023 |
OMB APPROVAL OMB Number: 3235-0167 UNITED STATES Expires: July 31, 2024 SECURITIES AND EXCHANGE COMMISSION Estimated average burden Washington, D. |
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| December 13, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 26, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 4, 2023 |
M3-Brigade Acquisition II Corp. Announces Redemption of Class A Common Stock Exhibit 99.1 M3-Brigade Acquisition II Corp. Announces Redemption of Class A Common Stock New York, NY, November 30, 2023 (PR NEWSWIRE) – M3-Brigade Acquisition II Corp., a Delaware corporation (the “Company”) (NYSE: MBAC) which is a special purpose acquisition company, today announced that it has determined to redeem all of its outstanding Class A common stock, par value $0.0001 per share, previo |
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| December 4, 2023 |
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): November 30, 2023 M3-BRIGADE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) ( |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40162 M3-BRIGA |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40162 CUSIP Number: 553800 103 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40162 M3-BRIGADE AC |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40162 CUSIP Number: 553800 103 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40162 M3-BRIGADE A |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40162 CUSIP Number: 553800 103 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| April 17, 2023 |
Description of Securities of the Company. EXHIBIT 4.6 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 shares of Class B common stock $0.0001 par value and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of |
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| April 17, 2023 |
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 year ended December 31, 2022 OR ☐ 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 001-40162 M3-Brigade Acqu |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40162 CUSIP Number: 553800 103 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| March 9, 2023 |
SC 13G 1 tm239029d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) M3-Brigade Acquisition II Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title |
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| March 8, 2023 |
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): March 7, 2023 M3-BRIGADE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (Comm |
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| March 3, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 FORM OF VOTING AND NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of [●], 2023 by and between M3-Brigade Acquisition II Corp., a Delaware corporation (“SPAC”), and the undersigned shareholder of SPAC (“Shareholder”), and with respect to Sections 5, 7, 8, 9, 10 and 12, M3-Brigade Sponsor II LP, a Delaware limited partnership (the |
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| March 3, 2023 |
Entry into a Material Definitive Agreement, 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): March 2, 2023 M3-BRIGADE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (Comm |
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| March 3, 2023 |
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 (Amendment No. ) 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)) ☐ Defin |
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| March 2, 2023 |
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 (Amendment No. ) 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)) ☐ Defin |
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| March 2, 2023 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2023 M3-BRIGADE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) |
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| February 24, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 FORM OF VOTING AND NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of [●], 2023 by and between M3-Brigade Acquisition II Corp., a Delaware corporation (“SPAC”), and the undersigned shareholder of SPAC (“Shareholder”), and with respect to Sections 5, 7, 8, 9, 10 and 12, M3-Brigade Sponsor II LP, a Delaware limited partnership (the |
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| February 24, 2023 |
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 (Amendment No. ) Filed by the Registrant þ 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)) ☐ Defin |
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| February 24, 2023 |
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): February 24, 2023 M3-BRIGADE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) ( |
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| February 22, 2023 |
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 |
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| February 14, 2023 |
MBAC / M3-Brigade Acquisition II Corp. / Vellar Opportunities Fund Master, Ltd. Passive Investment SC 13G/A 1 cohenco-mbac123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. )* M3-Brigade Acquisition II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 553800103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this S |
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| February 14, 2023 |
MBAC / M3-Brigade Acquisition II Corp. / NOMURA HOLDINGS INC - SC 13G/A Passive Investment SC 13G/A 1 brhc10047784sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* M3-Brigade Acquisition II Corp. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 553800103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Sta |
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| February 10, 2023 |
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 St |
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| January 17, 2023 |
MBAC / M3-Brigade Acquisition II Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G/A 1 MBACSC13GA2023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) M3-BRIGADE ACQUISITION II CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 553800103 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this stateme |
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| January 3, 2023 |
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 30, 2022 M3-BRIGADE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) ( |
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| December 21, 2022 |
DEFA14A 1 ea170673-defa14am3brigade2.htm DEFINITIVE ADDITIONAL MATERIALS 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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, |
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| December 21, 2022 |
Other Events, 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): December 21, 2022 M3-BRIGADE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) ( |
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| December 21, 2022 |
M3-BRIGADE ACQUISITION II CORP. ANNOUNCES CANCELLATION OF SPECIAL MEETING OF STOCKHOLDERS Exhibit 99.1 M3-BRIGADE ACQUISITION II CORP. ANNOUNCES CANCELLATION OF SPECIAL MEETING OF STOCKHOLDERS NEW YORK, December 21, 2022 ? M3-Brigade Acquisition II Corp. (NYSE: MBAC) (?MBAC? or the ?Company?) announced today the cancellation of its special meeting of stockholders (the ?Special Meeting?) originally scheduled for December 19, 2022, and postponed to December 23, 2022, and to withdraw from |
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| December 16, 2022 |
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): December 16, 2022 M3-BRIGADE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) ( |
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| December 16, 2022 |
DEFA14A 1 ea170388-defa14am3brigade2.htm DEFINITIVE ADDITIONAL MATERIALS 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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, |
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| December 16, 2022 |
M3-BRIGADE ACQUISITION II CORP. ANNOUNCES POSTPONEMENT OF SPECIAL MEETING OF STOCKHOLDERS Exhibit 99.1 M3-BRIGADE ACQUISITION II CORP. ANNOUNCES POSTPONEMENT OF SPECIAL MEETING OF STOCKHOLDERS NEW YORK, December 16, 2022 - M3-Brigade Acquisition II Corp. (NYSE: MBAC) (?MBAC? or the ?Company?) announced today the postponement of its special meeting of stockholders (the ?Special Meeting?) originally scheduled for December 19, 2022. The Special Meeting has been postponed until December 23 |
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| December 7, 2022 |
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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| November 25, 2022 |
PRER14A 1 prer14a1122m3brigade2.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) 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 Commi |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40162 M3-BRIGA |
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| October 31, 2022 |
PRE 14A 1 pre14a1022m3brigade2.htm PRELIMINARY PROXY STATEMENT 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 O |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40162 M3-BRIGADE AC |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40162 M3-BRIGADE A |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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 March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to M3-Brigade Acquisition II |
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| May 23, 2022 |
M3-Brigade Acquisition II Corp. Exhibit 99.1 M3-Brigade Acquisition II Corp. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 8, 2021 (Restated) F-3 Notes to Financial Statement (Restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of M3-Brigade Acquisition II Corp. Opinion on the Financial Statements We have audited the acc |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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 June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to M3-Brigade Acquisition II |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to M3-Brigade Acquisitio |
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| May 23, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 M3-Brigade Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdicti |
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| May 17, 2022 |
NT 10-Q 1 ea160166-nt10qm3brigade2.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40162 CUSIP Number: 553800 103 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Tr |
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| April 15, 2022 |
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 year ended December 31, 2021 OR ? 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 001-40162 M3-Brigade Acqu |
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| April 15, 2022 |
Description of Securities of the Company. EXHIBIT 4.6 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 shares of Class B common stock $0.0001 par value and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of |
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| April 15, 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): March 12, 2021 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (Com |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40162 CUSIP Number: 553800 103 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? |
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| February 16, 2022 |
MBAC / M3-Brigade Acquisition II Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 M3-BRIGADE ACQUISITION II CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 553800103 (CUSIP Number) FEBRUARY 14, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the r |
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| February 14, 2022 |
MBAC / M3-Brigade Acquisition II Corp. / NOMURA HOLDINGS INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* M3-Brigade Acquisition II Corp. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 553800103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 11, 2022 |
MBAC / M3-Brigade Acquisition II Corp. / M3-Brigade Sponsor II LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 M3-Brigade Acquisition II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 553800103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 11, 2022 |
MBAC / M3-Brigade Acquisition II Corp. / Vellar Opportunities Fund Master, Ltd. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 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): February 9, 2022 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (C |
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| February 9, 2022 |
M3-Brigade Acquisition II Corp. Announces Termination of Merger Agreement with Syniverse Exhibit 99.1 M3-Brigade Acquisition II Corp. Announces Termination of Merger Agreement with Syniverse NEW YORK, February 9, 2022 ? M3-Brigade Acquisition II Corp. (NYSE: MBAC) (?MBAC?), a special purpose acquisition corporation, announced today that it has terminated its merger agreement with Syniverse by mutual agreement of all relevant parties. As a result, the special meeting of MBAC stockholde |
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| February 9, 2022 |
Exhibit 10.1 MUTUAL WRITTEN CONSENT OF TERMINATION This Mutual Written Consent of Termination (this ?Consent?) is entered into as of February 9, 2022, by and among M3-Brigade Acquisition II Corp., a Delaware corporation (?Acquiror?), and Syniverse Corporation, a Delaware corporation (the ?Company?). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribe |
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| February 9, 2022 |
DEFA14A 1 d310050ddefa14a.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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| February 3, 2022 |
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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| February 3, 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): February 3, 2022 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (C |
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| February 3, 2022 |
DEFA14A 1 d282564ddefa14a.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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| February 3, 2022 |
DEFA14A 1 d245198ddefa14a.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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| February 1, 2022 |
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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| February 1, 2022 |
DEFA14A 1 d275564ddefa14a.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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| January 31, 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): January 31, 2022 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (C |
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| January 31, 2022 |
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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| January 31, 2022 |
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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| January 27, 2022 |
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): January 26, 2022 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (C |
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| January 27, 2022 |
Exhibit 99.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF M3-BRIGADE ACQUISITION II CORP. [?], 202[?] M3-Brigade Acquisition II Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The present name of the Corporation is ?M3-Brigade Acquisition II Corp.? The original Certificate of Incorpor |
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| January 27, 2022 |
Exhibit 99.2 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF M3-BRIGADE ACQUISITION II CORP. [?], 202[?] M3-Brigade Acquisition II Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The present name of the Corporation is ?M3-Brigade Acquisition II Corp.? The original Certificate of Incorpor |
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| January 26, 2022 |
DEFA14A 1 d303848ddefa14a.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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| January 25, 2022 |
DEFA14A 1 d280320ddefa14a.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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| January 24, 2022 |
DEFA14A 1 d300772ddefa14a.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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| January 21, 2022 |
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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| January 21, 2022 |
DEFA14A 1 d280357ddefa14a.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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| January 18, 2022 |
Exhibit 99.3 Q4 21 Results and Investor Briefing January 18, 2022 08:00 EST 1 Slides 1 and 2- Greeting: Stanley Martinez Thanks, and hello to everyone. I?m Stanley Martinez, Syniverse?s VP of Investor Relations and I?m joined by our CEO Andrew Davies and our CFO Simeon Irvine. Welcome along to this webcast to share with you our preliminary, unaudited financial results for the fiscal fourth quarter |
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| January 18, 2022 |
MBAC / M3-Brigade Acquisition II Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) M3-BRIGADE ACQUISITION II CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 553800103 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box |
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| January 18, 2022 |
Exhibit 99.2 Fourth Quarter 2021 Earnings Presentation Andrew Davies, CEO Simeon Irvine, CFO Stanley Martinez, VP Investor Relations Legal Disclaimer Forward-Looking Statements This presentation contains ?forward-looking statements? within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the business |
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| January 18, 2022 |
Exhibit 99.1 Syniverse Provides Business Update and Raises 2022 Forecasts Mobile Messaging and 5G Trends Underpin Outlook for Sustained Growth ? Fiscal Q4 2021 revenue rose 16% to $193 million as Enterprise revenue soared 50% to $89 million. ? Fiscal year 2021 revenue rose 12% from 2020 to $733 million, biggest jump since 2013. ? Fiscal year 2022 revenue and adjusted EBITDA forecast raised by 10% |
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| January 18, 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): January 18, 2022 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (C |
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| January 13, 2022 |
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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| January 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): January 10, 2022 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (C |
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| January 10, 2022 |
Exhibit 99.1 M3-Brigade Acquisition II Corp. Announces Special Meeting Date to Approve Proposed Business Combination with Syniverse NEW YORK AND TAMPA, January 10, 2022 ? M3-Brigade Acquisition II Corp. (NYSE: MBAC) (?MBAC?), a special purpose acquisition corporation, announced today that it has set a meeting date of February 9, 2022 for its special meeting (the ?Special Meeting?) to approve the p |
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| January 7, 2022 |
DEFM14A 1 d234831ddefm14a.htm DEFM14A Table of Contents 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 |
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| January 3, 2022 |
PRER14A 1 d234831dprer14a.htm PRER14A Table of Contents 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 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the C |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 M3-Brigade Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdicti |
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| December 23, 2021 |
M3-Brigade Acquisition II Corp. Exhibit 99.1 M3-Brigade Acquisition II Corp. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 8, 2021 (Restated) F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of M3-Brigade Acquisition II Corp. Opinion on the Financial Statement We have audited the accompanying ba |
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| December 22, 2021 |
DEFA14A 1 d192431ddefa14a.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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| December 22, 2021 |
DEFA14A 1 d270368ddefa14a.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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| December 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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| December 14, 2021 |
PRER14A 1 d234831dprer14a.htm PRER14A Table of Contents 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 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the C |
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| December 13, 2021 |
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] December 13, 2021 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] December 13, 2021 VIA HAND DELIVERY AND EDGAR U. |
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| December 9, 2021 |
DEFA14A 1 d271227ddefa14a.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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| December 3, 2021 |
DEFA14A 1 d205769ddefa14a.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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| November 22, 2021 |
PRER14A 1 d234831dprer14a.htm PRER14A Table of Contents 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 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the C |
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| November 19, 2021 |
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] November 19, 2021 CORRESP 1 filename1.htm [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] November 19, 2021 VIA HAND DELIVERY AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Morgan Youngwood Stephen Krikorian Anna Abramson Kathleen Krebs Re: M-3 Brigade Acquisition II Corp. Preliminary Proxy Statement on Schedule 14A Filed September |
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| November 17, 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 15, 2021 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) ( |
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| November 15, 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 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to M3-Brigade Acquisitio |
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| October 12, 2021 |
DEFA14A 1 d208053ddefa14a.htm DEFA14A 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): October 8, 2021 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or ot |
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| October 8, 2021 |
Exhibit 99.4 Consolidated Financial Statements Syniverse Holdings, Inc. Three and Nine Months Ended August 31, 2021 and 2020 1 SYNIVERSE HOLDINGS, INC. TABLE OF CONTENTS Page Glossary of Terms 3 Consolidated Financial Statements Condensed Consolidated Balance Sheets 4 Unaudited Condensed Consolidated Statements of Operations 5 Unaudited Condensed Consolidated Statements of Comprehensive Operations |
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| October 8, 2021 |
Exhibit 99.2 Exhibit 99.2 Third Quarter 2021 Conference Call Andrew Davies, CEO Simeon Irvine, CFO Stanley Martinez, VP Investor Relations Forward-Looking Statements This presentation may contain ?forward-looking statements? within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MB |
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| October 8, 2021 |
Exhibit 99.3 Q3 21 Results and Investor Briefing 8th October, 2021 08:00 EDST Forward-Looking Statements This briefing may contain ?forward-looking statements? within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and conseque |
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| October 8, 2021 |
Exhibit 99.1 Syniverse Announces Third Quarter and Fiscal Year to Date 2021 Financial Results - Third Quarter Revenue of $207.9 Million, Up 30% Year-over-Year - Fiscal Year to Date Revenue of $540 Million, Up 11% Over Prior Year - Third Quarter Adjusted EBITDA of $60.5 Million, Up 20% Year-over-Year - Strong 2021 Revenue and Adjusted EBITDA targets - Conference call at 08:00 ET today October 8, 20 |
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| October 8, 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): October 8, 2021 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (Co |
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| September 27, 2021 |
PREM14A 1 d234831dprem14a.htm PREM14A Table of Contents 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 |
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| September 22, 2021 |
MBAC / M3-Brigade Acquisition II Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 M3-BRIGADE ACQUISITION II CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 553800103 (CUSIP Number) SEPTEMBER 13, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| August 23, 2021 |
Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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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 17, 2021 |
Form of Other Subscription Agreement (Private Placement). Exhibit 10.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT is entered into as of August 16, 2021 (this ?Subscription Agreement?), by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), and the undersigned (?Subscriber?). WHEREAS, the Company concurrently herewith is entering into that certain Agreement and Plan of Merger, dated as of the date hereof, s |
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| August 17, 2021 |
EX-99.2 8 d132814dex992.htm EX-99.2 Exhibit 99.2 Investor Presentation August 2021 5.0 4.35 3.08 4.00 5.00 Disclaimer This presentation (this “Presentation”) has been prepared by Syniverse Corporation (“Syniverse” or the “Company”) and M3-Brigade Acquisition II Corp. (“MBAC”) in connection with a potential business combination involving the Company as further described herein (the “Transaction”). |
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| August 17, 2021 |
DEFA14A 1 d186797ddefa14a.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 17, 2021 |
Subscription Agreement, dated as of August 16, 2021, by and between MBAC and Twilio Inc. Exhibit 10.3 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT is entered into as of August 16, 2021 (this ?Subscription Agreement?), by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), and the undersigned (?Subscriber?). WHEREAS, the Company concurrently herewith is entering into that certain Agreement and Plan of Merger, dated as of the date |
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| August 17, 2021 |
EX-2.1 2 d132814dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among M3-BRIGADE ACQUISITION II CORP., BLUE STEEL MERGER SUB INC., and SYNIVERSE CORPORATION dated as of August 16, 2021 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS Section 1.1 Definitions 3 Section 1.2 Construction 21 ARTICLE II THE MERGER; CLOSING Section 2.1 The Merger 21 Section 2.2 Effects o |
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| August 17, 2021 |
Sponsor Agreement, dated as of August 16, 2021, by and among the Sponsor Parties and Syniverse. Exhibit 10.4 EXECUTION VERSION SPONSOR AGREEMENT This SPONSOR AGREEMENT (this ?Agreement?) is dated as of August 16, 2021, by and among M3-Brigade Sponsor II LP, a Delaware limited partnership (?Sponsor Holdco?), the other Person identified on Schedule I hereto (?Individual Sponsor? and together with Sponsor Holdco, ?Sponsors,? and each, a ?Sponsor?), M3-Brigade Acquisition II Corp., a Delaware co |
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| August 17, 2021 |
EX-10.1 3 d132814dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT is entered into as of August 16, 2021 (this “Subscription Agreement”), by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”). WHEREAS, the Company concurrently herewith is entering into that certain Agreement and |
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| August 17, 2021 |
DEFA14A 1 d132814ddefa14a.htm DEFA14A 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 16, 2021 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or ot |
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| August 17, 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 16, 2021 M3-Brigade Acquisition II Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporation) (Co |
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| August 17, 2021 |
Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Syniverse, The Leading Provider of Mission-Critical Mobile Platforms for Carriers and Enterprises, Announces Plans to Become Publicly Traded via Merger with M3-Brigade Acquisition II Corp. ? Transaction values Syniverse at an enterprise value of $2.85 billion ? Expected to significantly enhance balance sheet through $1.165 billion in cash proceeds to |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40162 CUSIP Number: 553800 103 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tran |
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| May 27, 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 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to M3-Brigade Acquisition II |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 (May 24, 2021) M3-Brigade Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction o |
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| May 17, 2021 |
NT 10-Q 1 d530001dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40162 CUSIP Number: 553800 103 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ |
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| April 23, 2021 |
Exhibit 99.1 M3-Brigade Acquisition II Corp. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing April 26, 2021 New York, New York, April 23, 2021? M3-Brigade Acquisition II Corp. (NYSE: MBAC) (the ?Company?) announced today that, commencing April 26, 2021, holders of the units sold in the Company?s initial public offering of 40,000,000 units, completed on March 8, 2 |
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| April 23, 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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2021 M3-Brigade Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporati |
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| March 12, 2021 |
Exhibit 99.1 M3-Brigade Acquisition II Corp. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 8, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of M3-Brigade Acquisition II Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet |
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| March 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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 M3-Brigade Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporatio |
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| March 10, 2021 |
Private Placement Warrants Purchase Agreement between the Company and M3-Brigade Sponsor II LP1 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 3, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ? Agreement?), is entered into by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), and M3-Brigade Sponsor II LP, a Delaware limited part |
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| March 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 M3-Brigade Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-40162 86-1359752 (State or other jurisdiction of incorporatio |
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| March 10, 2021 |
Underwriting Agreement between the Company and Cantor Fitzgerald & Co. Exhibit 1.1 UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION II CORP. and CANTOR FITZGERALD & CO. Dated: March 3, 2021 1 M3-BRIGADE ACQUISITION II CORP. UNDERWRITING AGREEMENT New York, New York March 3, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, M3-Brigade Acquis |
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| March 10, 2021 |
Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 3, 2021, is made and entered into by and among M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), M3-Brigade Sponsor II LP, a Delaware limited partnership (the ?Sponsor?), and the undersigned parties listed under Holder on the sig |
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| March 10, 2021 |
Exhibit 10.4 March 3, 2021 M3-Brigade Acquisition II Corp. 1700 Broadway, 19th Floor New York, NY 10019 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?) entered into by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), and |
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| March 10, 2021 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 3, 2021, is by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ? Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is e |
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| March 10, 2021 |
Amended and Restated Memorandum and Articles of Association1 Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?M3-BRIGADE ACQUISITION II CORP.?, FILED IN THIS OFFICE ON THE FOURTH DAY OF MARCH, A.D. 2021, AT 2:21 O`CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 4460245 8100 Authenti |
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| March 10, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 3, 2021, by and between M3-Brigade Acquisition II Corp., 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. 333- |
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| March 5, 2021 |
$ 400,000,000 M3-Brigade Acquisition II Corp. 40,000,000 Units Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-253132 $ 400,000,000 M3-Brigade Acquisition II Corp. 40,000,000 Units M3-Brigade Acquisition II Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, whic |
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| March 3, 2021 |
8-A12B 1 d123860d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 M3-Brigade Acquisition II Corp. (Exact Name Of Registrant As Specified In Its Charter) Delaware 86-1359752 (State or other jurisdiction of incorporation or organiz |
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| March 2, 2021 |
M3-Brigade Acquisition II Corp. 1700 Broadway - 19th Floor New York, NY 10019 March 2, 2021 M3-Brigade Acquisition II Corp. 1700 Broadway - 19th Floor New York, NY 10019 March 2, 2021 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Loan Lauren Nguyen Re: M3-Brigade Acquisition II Corp. Registration Statement on Form S-1, as amended Filed February 16, 2021 File No. 333-253132 Dear Ms. Nguyen: Pursuant to Rule 461 under the Securities Act o |
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| March 2, 2021 |
$ 400,000,000 M3-Brigade Acquisition II Corp. 40,000,000 Units 424A 1 d112431d424a.htm 424A Table of Contents Filed Pursuant to Rule 424(a) Registration No. 333-253132 The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not |
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| March 2, 2021 |
March 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Loan Lauren Nguyen Re: M3-Brigade Acquisition II Corp. Registration Statement on Form S-1 Filed February 16, 2021, as amended File No. 333-253132 Dear Ms. Nguyen, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Act?), the undersigned |
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| February 25, 2021 |
Exhibit 99.5 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition II Corp. 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 directors of M3- |
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| February 25, 2021 |
Exhibit 99.4 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition II Corp. 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 directors of M3- |
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| February 25, 2021 |
Exhibit 10.6 M3 Acquisition II Corp. 1700 Broadway 19th Floor New York, NY 10019 December 31, 2020 M3 Sponsor II LP 1700 Broadway 19th Floor New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer M3 Sponsor II LP, a Delaware limited partnership (the ?Subscriber? or ?you?) has made to purchase 7,187,500 shares of Class B common stock (the ? |
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| February 25, 2021 |
Exhibit 10.5 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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| February 25, 2021 |
First Certificate of Amendment of the Certificate of Incorporation. Exhibit 3.2 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?M3 ACQUISITION II CORP.?, CHANGING ITS NAME FROM ?M3 ACQUISITION II CORP.? TO ?M3-BRIGADE ACQUISITION II CORP.?, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF FEBRUARY, A.D. 2021, AT 6:06 O?CLOCK |
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| February 25, 2021 |
Exhibit 3.5 BY LAWS OF M3-BRIGADE ACQUISITION II CORP. (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 registered agent in |
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| February 25, 2021 |
Exhibit 99.1 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition II Corp. 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 directors of M3- |
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| February 25, 2021 |
Exhibit 99.3 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition II Corp. 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 directors of M3- |
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| February 25, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021, by and between M3-Brigade Acquisition II Corp., 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. 333-253132 |
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| February 25, 2021 |
Form of Letter Agreement between the Registrant and the Sponsor. Exhibit 10.7 February , 2021 M3-Brigade Acquisition II Corp. 1700 Broadway, 19th Floor New York, NY 10019 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?) entered into by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), an |
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| February 25, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged i |
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| February 25, 2021 |
Second Certificate of Amendment of the Certificate of Incorporation. Exhibit 3.3 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?M3-BRIGADE ACQUISITION II CORP.?, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF FEBRUARY, A.D. 2021, AT 11:49 O?CLOCK A.M. 4460245 8100 SR# 20210531063 Authentication: 202550494 Date: 02-19-21 Y |
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| February 25, 2021 |
EX-4.3 10 d112431dex43.htm EX-4.3 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 M3-BRIGADE ACQUISITION II CORP. Incorporated Under the Laws of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered ho |
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| February 25, 2021 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?M3 ACQUISITION II CORP.?, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF DECEMBER, A.D. 2020, AT 10:07 O?CLOCK A.M. 4460245 8100 SR# 20208666607 Authentication: 204336854 Date: 12-16-20 You ma |
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| February 25, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS M3-Brigade Acquisition II Corp. CUSIP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD 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 p |
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| February 25, 2021 |
Exhibit 10.4 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between M3-Brigade Acquisition II Corp., 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 provided with ade |
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| February 25, 2021 |
Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of February , 2021, is made and entered into by and among M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), M3-Brigade Sponsor II LP, a Delaware limited partnership (the ?Sponsor?), and the undersigned parties listed under Holder on the s |
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| February 25, 2021 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF M3-BRIGADE ACQUISITION II CORP. March , 2021 M3-Brigade Acquisition II Corp., 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 ?M3-Brigade Acquisition II Corp.? The original Certificate of Incorporation of the Company wa |
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| February 25, 2021 |
Form of Private Placement Purchase Agreement between the Registrant and the Sponsor. Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between M3-Brigade Acquisition II Corp., a Delaware corporation (the ?Company?), and M3-Brigade Sponsor II LP, a Delaware limited partnership |
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| February 25, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION II CORP. and CANTOR FITZGERALD & CO. Dated: March , 2021 1 M3-BRIGADE ACQUISITION II CORP. UNDERWRITING AGREEMENT New York, New York March , 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, M3-Brigade Acquisit |
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| February 25, 2021 |
Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER SHARES M3-BRIGADE ACQUISITION II CORP. INCORPORATED UNDER THE LAWS OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF US$0.0001 EACH OF M3-BRIGADE ACQUISITION II CORP. (THE ?COMPANY?) subject to the |
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| February 25, 2021 |
Consent of Frank M. Garrison, Jr. Exhibit 99.2 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition II Corp. 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 directors of M3- |
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| February 25, 2021 |
Table of Contents As filed with the United States Securities and Exchange Commission on February 25, 2021 under the Securities Act of 1933, as amended. |
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| February 22, 2021 |
Table of Contents As filed with the United States Securities and Exchange Commission on February 19, 2021 under the Securities Act of 1933, as amended. |
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| February 16, 2021 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement). Table of Contents As filed with the United States Securities and Exchange Commission on February 16, 2021 under the Securities Act of 1933, as amended. |
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| February 16, 2021 |
Via EDGAR and Federal Express February 16, 2021 Attention: Maya Moosariparambil Craig Arakawa Timothy S. |
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| January 15, 2021 |
DRS 1 filename1.htm Table of Contents This is a confidential draft submission to the United States Securities and Exchange Commission on January 14, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 M3 Acquisition II Corp. (Exact name of registrant as s |
