|
|
|
|
|
OMB APPROVAL
|
|
Number:
|
|
3235-0058
|
|
Expires:
|
|
February 28, 2022
|
|
Estimated average burden
|
|
hours per response
|
|
2.50
|
|
SEC FILE NUMBER
|
|
001-39408
|
|
CUSIP NUMBER
|
|
171439201
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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
|
|
|
|
|
|
|
☐ Transition Report on Form 11-K
|
|
|
|
|
|
|
☐ Transition Report on Form 10-Q
|
|
|
|
|
|
|
For the Transition Period Ended:
|
|
|
|
|
|
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
|
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
Mudrick Capital Acquisition Corporation II
Full Name of Registrant
N/A
Former Name if Applicable
527 Madison Avenue, 6th Floor
Address of Principal Executive Office (Street and Number)
New York, NY 10022
City,
State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|
|
|
|
|
|
|
☐
|
|
(a)
|
|
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|
|
|
(b)
|
|
The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
|
|
|
(c)
|
|
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
Mudrick Capital Acquisition Corporation
II (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form
10-Q”) by the prescribed due date for the reasons described below.
On April 12, 2021, the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
(“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the
SPAC’s balance sheet as opposed to equity. Since issuance, the Company’s outstanding warrants to purchase Class A common stock (the “Warrants”) were accounted for as equity within our balance sheet. After discussion and
evaluation, including with the Company’s independent registered public accounting firm and the Audit Committee of the Board of Directors, and taking into consideration the SEC Staff Statement, the Company concluded that the Warrants should be
presented as liabilities with subsequent fair value remeasurement.
As a result of the foregoing, on May 10, 2021, the Audit Committee of the
Company’s Board of Directors concluded, in consultation with the Company’s management, that its previously issued financial statements for the periods beginning with the period from July 30, 2020 (date of inception) through
December 31, 2020 (the “Affected Periods”) should be restated because of a misapplication of the guidance around accounting for the Warrants and should no longer be relied upon.
On May 10, 2021, the Company filed a Form 8-K announcing that its financial statements for the Affected Periods
should no longer be relied upon. On May 10, 2021, the Company also filed a Form 10-K/A to amend the Company’s Annual Report on Form 10-K for the year ended
December 31, 2020 to restate the financial statements for the Affected Period. The Company is reviewing the impacts of the corrections on the Company’s unaudited financial statements for the quarterly period ended March 31, 2021. As a
result of the foregoing, as well as the time and dedication of resources needed to prepare the Form 10-Q, the Company was unable to provide complete financial results for the quarterly period ended
March 31, 2021 and file the Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company is working diligently to complete the Form 10-Q and currently expects to file its Form 10-Q as soon as reasonably practicable.
PART IV — OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
|
Name and telephone number of person to contact in regard to this notification
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Mudrick
|
|
|
|
646
|
|
|
|
747-9500
|
|
|
|
|
|
(Name)
|
|
|
|
(Area Code)
|
|
|
|
(Telephone Number)
|
|
|
|
|
|
(2)
|
|
|
|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
|
|
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? Yes ☐ No ☒
|
|
|
|
|
|
|
|
|
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
|
The Company is a blank check company formed for the purposes of effecting a business combination with one or more businesses.
The Company was incorporated under the laws of Delaware on July 30, 2020.