3)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
85-2347188
527 Madison Avenue, 6 th FloorNew York, New York | 10022 | |
(Address of principal executive offices) | (Zip Code) |
Title of Each Class: | Trading Symbol(s) | Name of Each Exchange on Which Registered: | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | MUDSU | The Nasdaq Stock Market LLC | ||
Class A Common Stock, par value $0.0001 per share | MUDS | The Nasdaq Stock Market LLC | ||
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | MUDSW | The Nasdaq Stock Market LLC |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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This
ExceptFiling with modification as described above, no other changesnecessary to reflect the restatements. The following items have been madeamended to reflect the Original Filing. The Original Filing continues to speakrestatements:
Item 1. | Business |
Type of Transaction | Whether Stockholder Approval is Required | |||||||||||
Purchase of assets | No | |||||||||||
Purchase of stock of target not involving a merger with the company | No | |||||||||||
Merger of target into a subsidiary of the company | No | |||||||||||
Merger of the company with a target | Yes |
Item 1A. | Risk Factors (restated) |
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 4. | Mine Safety Disclosures |
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |
(a) | Market Information |
(b) | Holders |
(c) | Dividends |
(d) | Securities Authorized for Issuance Under Equity Compensation Plans. |
(e) | Recent Sales of Unregistered Securities |
(f) | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
(g) | Use of Proceeds from the Initial Public Offering |
Item 6. | Reserved |
Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (restated) |
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk |
Item 8. | Financial Statements and Supplementary Data |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. | Controls and Procedures. (restated) |
Item 9B. | Other Information |
Item 10. | Directors, Executive Officers and Corporate Governance |
NAME | AGE | POSITION | ||
Jason Mudrick | 45 | Chief Executive Officer and Chairman of the Board of Directors | ||
Victor Danh | 42 | Vice President | ||
David Kirsch | 40 | Vice President and Director | ||
Glenn Springer | 47 | Chief Financial Officer | ||
Dennis Stogsdill | 49 | Director | ||
Scott Kasen | 55 | Director | ||
Dr. Brian Kushner | 62 | Director |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Class A Common Stock | Class B Common Stock | Approximate | ||||||||||||||||||
Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Percentage of Outstanding Common Shares | |||||||||||||||
Mudrick Capital Acquisition Holdings II LLC (2)(3) | — | — | 7,906,250 | 100 | % | 20.00 | % | |||||||||||||
Jason Mudrick (2)(3) | — | — | 7,906,250 | 100 | % | 20.00 | % | |||||||||||||
Victor Danh | — | — | — | — | — | |||||||||||||||
David Kirsch | — | — | — | — | — | |||||||||||||||
Glenn Springer | — | |||||||||||||||||||
Dennis Stogsdill (3) | — | — | — | — | — | |||||||||||||||
Scott Kasen (3) | — | — | — | — | — | |||||||||||||||
Dr. Brian Kushner (3) | — | — | — | — | — | |||||||||||||||
All directors and executive officers as a group (8 individuals)(2) | — | — | 7,906,250 | 100 | % | 20.00 | % | |||||||||||||
Other 5% Stockholders | ||||||||||||||||||||
Citadel Advisors LLC (4) | 1,480,068 | 4.7 | % | 3.74 | % | |||||||||||||||
Basso SPAC Fund LLC (5) | 1,602,930 | 5.07 | % | — | — | 4.05 | % | |||||||||||||
Aristeia Capital, LLC (6) | 1,750,000 | 6.36 | % | 4.43 | % | |||||||||||||||
Adage Capital Partners, L.P. (7) | 2,475,000 | 7.83 | % | 6.26 | % |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Mudrick Capital Acquisition Holdings II LLC, 527 Madison Avenue, 6th Floor, New York, New York 10022. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, |
(3) | Our sponsor is the record holder of such shares. Mudrick Capital Management, L.P. is the managing member of the sponsor and has voting and dispositive power of the shares. Jason Mudrick is the sole member of Mudrick Capital Management, LLC, the general partner of Mudrick Capital Management, L.P., and as a result each has voting and investment discretion with respect to the shares held by the sponsor. Mudrick Capital Management, L.P., Mudrick Capital Management LLC and Jason Mudrick disclaim beneficial ownership over any securities directly held by our sponsor other than to the extent of any pecuniary interest it may have therein, directly or indirectly. Our sponsor is 100% owned by investment funds and separate accounts managed by Mudrick Capital Management, L.P. Each of our independent directors hold a direct or indirect interest in our sponsor. The address of each reporting person is 527 Madison Avenue, 6th Floor, New York, NY 10022. |
(4) | According to a Schedule 13G filed with the SEC on February 16, 2021, Citadel Advisors LLC, (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”) filed with respect to 1,480,068 shares of Class A common stock of the above-named issuer owned by Citadel Equity Fund Ltd., a Cayman Islands company (“CEFL”), Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. Citadel Advisors is the portfolio manager for CEFL and CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The address of each reporting person is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
(5) | According to a Schedule 13G filed with the SEC on February 24, 2021, Bass SPAC Fund LLC (“Basso SPAC”) is the owner of 1,602,930 shares of Class A Common Stock. Basso Management, LLC is the manager of Basso SPAC. Basso Capital Management serves as the investment manager of Basso SPAC. Basso GP, LLC is the general partner of Basso Capital Management, L.P. Howard I. Fischer is the principal portfolio manager for Basso SPAC, the Chief Executive Officer and a Founding Managing Partner of Basso Capital Management, L.P., and a member of each of Basso Management, LLC and Basso GP, LLC. Accordingly, each of Basso Management, LLC, Basso Capital Management, L.P., Basso GP, LLC and Howard I. Fischer may be deemed to indirectly beneficially own the shares owned by Basso SPAC. The address of all five reporting persons is 1266 East Main Street, Fourth Floor, Stamford, Connecticut 06902. |
(6) | According to a Schedule 13G filed with the SEC on February 16, 2021, 1,750,000 shares of Class A Common Stock are owned by Aristeia Capital, L.L.C., whose address is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. |
(7) | According to a Schedule 13G filed with the SEC on December 21, 2020, Adage Capital Partners, L.P. (“ACP”) is the record owner of the shares. Adage Capital Partners GP, L.L.C. (“ACPGP”) is general partner of ACP, and Adage Capital Advisors, L.L.C. (“ACA”) is managing member of ACPGP. Each of Robert Atchinson and Phillip Gross is a managing member of ACA. Based on such relationships, ACPGP, ACA and Messrs. Atchinson and Gross may be deemed to be beneficial owners of the shares held of record by ACP. The address for each reporting person is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Item 14 . | Principal Accountant Fees and Services. |
Item 15. | Exhibits, Financial Statements and Financial Statement Schedules |
(a) | The following documents are filed as part of this Report: |
(1) | Financial Statements |
F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 to F-21 |
(2) | Financial Statements Schedule |
(3) | Exhibits |
The exhibits listed in the exhibit index
EXHIBIT INDEX
Form 10-K/A Summary |
ASSETS | ||||
Current assets | ||||
Cash | $ | 1,117,679 | ||
Prepaid expenses | 167,708 | |||
Total Current Assets | 1,285,387 | |||
Cash and marketable securities held in trust account | 321,002,166 | |||
Total Assets | $ | 322,287,553 | ||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
Liabilities | ||||
Current liabilities | ||||
Accrued expenses | $ | 102,348 | ||
Total Current Liabilities | 102,348 | |||
Deferred underwriting fee payable | 11,068,750 | |||
Warrant liability | 24,560,101 | |||
Total Liabilities | 35,731,199 | |||
Commitments and contingencies | ||||
Class A common stock subject to possible redemption, 31,625,000 shares at approximately $10.15 per share | 320,993,750 | |||
Stockholders’ Deficit | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0ne issued or outstanding | 0— | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; excluding 31,625,000 shares subject to possible redemption at December 31, 2020 | 0 | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,906,250 shares issued and outstanding (1) | 791 | |||
Additional paid-in capital | 0 | |||
Accumulated deficit | (34,438,187 | ) | ||
Total Stockholders’ Deficit | (34,437,396 | ) | ||
Total Liabilities and Stockholders’ Deficit | $ | 322,287,553 | ||
(1) | In November 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 Founder Shares, which the Company cancelled. In December 2020, the Company effected a stock dividend of 0.1 shares for each Founder Share outstanding, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share transactions (see Note 6). |
Formation and operational costs | $ | 110,911 | ||
Loss from operations | (110,911 | ) | ||
Other income (costs): | ||||
Change in fair value of warrants | (938,033 | ) | ||
Transaction costs | (696,870 | ) | ||
Interest earned on marketable securities held in Trust Account | 8,416 | |||
(1,626,487 | ) | |||
Net loss | $ | (1,737,398 | ) | |
Weighted average shares outstanding of Class A common stock | 4,317,500 | |||
Basic and diluted loss per share, Class A common stock | $ | (0.14 | ) | |
Weighted average shares outstanding of Class B common stock (1) | 7,835,208 | |||
Basic and diluted net loss per share, Class B common stock | $ | (0.14 | ) | |
(1) | In November 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 Founder Shares, which the Company cancelled. In December 2020, the Company effected a stock dividend of 0.1 shares for each Founder Share outstanding, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share transactions (seeNote 6 ). |
Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance – July 30, 2020 (Inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B common stock to Sponsor (1) | — | — | 7,906,250 | 791 | 24,209 | — | 25,000 | |||||||||||||||||||||
Accretion for Class A common stock to redemption amount | — | — | — | — | (1,257,607 | ) | (32,700,789 | ) | (33,958,396 | ) | ||||||||||||||||||
Sale of Private Placement Warrants (Proceeds received in excess of fair value) | — | — | — | — | 1,233,398 | — | 1,233,398 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (1,737,398 | ) | (1,737,398 | ) | |||||||||||||||||||
Balance – December 31, 2020 | 0 | $ | 0 | 7,906,250 | $ | 791 | $ | 0 | $ | (34,438,187 | ) | $ | (34,437,396 | ) | ||||||||||||||
(1) | In November 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 Founder Shares, which the Company cancelled. In December 2020, the Company effected a stock dividend of 0.1 shares for each Founder Share outstanding, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share transactions (see Note 6). |
Cash Flows from Operating Activities: | ||||
Net loss | $ | (1,737,398 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrants | 938,033 | |||
Transaction costs allocated to warrants | 696,870 | |||
Operating costs paid through promissory note | 1,250 | |||
Interest earned on marketable securities held in Trust Account | (8,416 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (167,708 | ) | ||
Accrued expenses | 102,348 | |||
Net cash used in operating activities | (175,021 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (320,993,750 | ) | ||
Net cash used in investing activities | (320,993,750 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 309,925,000 | |||
Proceeds from sale of Private Placement Warrants | 12,818,751 | |||
Repayment of promissory note – related party | (135,680 | ) | ||
Payment of offering costs | (321,621 | ) | ||
Net cash provided by financing activities | 322,286,450 | |||
Net Change in Cash | 1,117,679 | |||
Cash – Beginning of period | 0 | |||
Cash – End of period | $ | 1,117,679 | ||
Non-Cash financing activities: | ||||
Deferred offering costs paid through promissory note – related party | 134,430 | |||
Deferred offering costs paid directly by Sponsor in consideration for the issuance of Class B common stock | $ | 25,000 | ||
Deferred underwriting fee payable | $ | 11,068,750 | ||
Balance Sheet as of December 10, 2020 (audited) | As Reported As Previously Restated in 10-K/A Amendment No. 2 | Adjustment | As Revised | |||||||||
Class A common stock subject to possible redemption | $ | 245,045,464 | $ | 34,079,536 | $ | 279,125,000 | ||||||
Class A common stock | $ | 336 | $ | (336 | ) | $ | — | |||||
Additional paid-in capital | $ | 5,610,651 | $ | (5,610,651 | ) | $ | — | |||||
Accumulated deficit | $ | (611,770 | ) | $ | (28,468,549 | ) | $ | (29,080,319 | ) | |||
Total stockholders’ equity (deficit) | $ | 5,000,008 | $ | (34,079,536 | ) | $ | (29,079,528 | ) | ||||
Number of Class A common shares subject to redemption | 24,142,410 | 3,357,590 | 27,500,000 | |||||||||
Balance Sheet as of December 31, 2020 (audited) | ||||||||||||
Class A common stock subject to possible redemption | $ | 281,556,345 | $ | 39,437,405 | $ | 320,993,750 | ||||||
Class A common stock | $ | 389 | $ | (389 | ) | $ | — | |||||
Additional paid-in capital | $ | 6,736,228 | $ | (6,736,228 | ) | $ | — | |||||
Accumulated deficit | $ | (1,737,398 | ) | $ | (32,700,789 | ) | $ | (34,438,187 | ) | |||
Total stockholders’ equity (deficit) | $ | 5,000,010 | $ | (39,437,405 | ) | $ | (34,437,395 | ) | ||||
Number of Class A common shares subject to redemption | 27,738,814 | 3,886,186 | 31,625,000 | |||||||||
Statement of Cash Flows for the Period from July 30, 2020 (inception) to December 31, 2020 (audited) | ||||||||||||
Initial classification of Class A common stock subject to possible redemption | $ | 282,595,627 | $ | (282,595,627 | ) | $ | — | |||||
Change in value of Class A common stock subject to possible redemption | $ | (1,039,283 | ) | $ | 1,039,283 | $ | — | |||||
Statement of Operations for the Period from July 30, 2020 (inception) to December 31, 2020 (audited) | ||||||||||||
Weighted average shares outstanding of Class A redeemable common stock | 30,875,000 | (26,557,500 | ) | 4,317,500 | ||||||||
Basic and diluted income per share, Class A redeemable common stock | $ | 0.00 | $ | (0.14 | ) | $ | (0.14 | ) | ||||
Weighted average shares outstanding of Class B non-redeemable common stock | 6,994,758 | 840,450 | 7,835,208 | |||||||||
Basic and diluted net loss per share, Class B non-redeemable common stock | $ | (0.25 | ) | $ | 0.11 | $ | (0.14 | ) |
Gross proceeds | $ | 316,250,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | $ | (12,036,716 | ) | |
Class A common stock issuance costs | (17,177,930 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | $ | 33,958,396 | ||
Class A common stock subject to possible redemption | $ | 320,993,750 | ||
For The Period from July 30, 2020 (inception) through December 31, 2020 | ||||||||
Class A | Class B | |||||||
Basic and diluted net income (loss) per common shares | ||||||||
Numerator: | ||||||||
Allocation of net income (loss), as adjusted | $ | (619,330 | ) | $ | (1,116,818 | ) | ||
Denominator: | ||||||||
Basic and diluted weighted average shares outstanding | 4,317,500 | 7,835,208 | ||||||
Basic and diluted net income (loss) per common share | $ | (0.14 | ) | $ | (0.14 | ) |
December 31, | ||||
2020 | ||||
Deferred tax asset | ||||
Net operating loss carryforward | $ | 16,030 | ||
Organizational costs/Startup expenses | 5,494 | |||
Total deferred tax asset | 21,524 | |||
Valuation allowance | (21,524 | ) | ||
Deferred tax asset, net of allowance | $ | 0 | ||
December 31, | ||||
2020 | ||||
Federal | ||||
Current | $ | — | ||
Deferred | (21,524 | ) | ||
State | ||||
Current | $ | — | ||
Deferred | — | |||
Change in valuation allowance | 21,524 | |||
Income tax provision | $ | — | ||
December 31, | ||||
2020 | ||||
Statutory federal income tax rate | 21.0 | % | ||
State taxes, net of federal tax benefit | 0.0 | % | ||
Change in fair value of warrants | (11.3 | )% | ||
Transaction costs | (8.4 | )% | ||
Change in valuation allowance | (1.3 | )% | ||
Income tax provision | 0.0 | % | ||
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description | Level | Amortized Cost | Gross Holding Loss | Fair Value | ||||||||||||||
December 31, 2020 | Assets | |||||||||||||||||
Held-to-Maturity | 1 | $ | 321,001,741 | $ | (18,297 | ) | $ | 320,983,444 | ||||||||||
Liabilities: | ||||||||||||||||||
Warrant Liability – Public Warrants | 1 | — | — | 12,573,343 | ||||||||||||||
Warrant Liability – Private Placement | 3 | — | — | 11,986,758 | ||||||||||||||
At December 10, 2020 (Initial Measurement) | As of December 31, 2020 | |||||||
Stock price | $ | 6.73 | $ | 6.87 | ||||
Strike price | $ | 11.50 | $ | 11.50 | ||||
Term (in years) | 5.0 | 5.0 | ||||||
Volatility | 40.0 | % | 40.0 | % | ||||
Risk-free rate | 0.58 | % | 0.57 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % | ||||
Fair value of warrants – Public Warrants | $ | 0.76 | $ | 0.80 | ||||
Fair value of warrants – Private Warrants | $ | 0.90 | $ | 0.94 |
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of July 30, 2020 (inception) | $ | 0 | $ | 0 | $ | 0 | ||||||
Initial measurement on December 10, 2020 | 11,585,352 | 12,036,716 | 23,622,068 | |||||||||
Change in valuation inputs or other assumptions | 401,406 | 536,627 | 938,033 | |||||||||
Fair value as of December 31, 2020 | $ | 11,986,758 | $ | 12,573,343 | $ | 24,560,101 | ||||||
Exhibit No. | Description | |
1.1 | ||
3.1 | ||
3.3 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | ||
4.5 | ||
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7 | ||
10.8 | ||
31.1 | ||
31.2 | ||
32.1 | ||
32.2 | ||
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* | Filed herewith. |
** | Furnished herewith. |
*** | Previously filed or furnished. |
(1) | Incorporated by reference to the Company’s Form S-1, originally filed with the SEC on October 9, 2020 (FileNo. 333-249402). |
(2) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on December 11, 2020. |
(3) | Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on December No. 333-249402). |
December 17, 2021 | Mudrick Capital Acquisition Corporation II | |||||
By: | /s/ Jason Mudrick | |||||
Name: | Jason Mudrick | |||||
Title: | Chief Executive Officer (Principal Executive Officer) |