pandemic on any of the foregoing risks; and (11) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed business combination, including
those under Risk Factors therein, and other documents filed or to be filed with the Securities and Exchange Commission (the SEC) by MUDS. Investors are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. MUDS and the Company undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements in
this Current Report speak as of the date of its filing. Although MUDS may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so whether as a result of new information, future events, changes
in assumptions or otherwise except as required by applicable securities laws.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed
business combination. This Current Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act,
or an exemption therefrom.
Additional Information About the Proposed Business Combination and Where to Find It
This Current Report is being made in respect of the proposed Business Combination involving MUDS and the Company, MUDS filed preliminary proxy statements
relating to the proposed Business Combination with the SEC on May 12, 2021 as amended on May 13, 2021 and June 22, 2021. This Current Report does not contain all the information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. MUDS stockholders and other interested persons are advised to read the preliminary proxy statements, any
amendments thereto and, when available, the definitive proxy statement and any other documents filed, in connection with MUDS solicitation of proxies for its special meeting of stockholders to be held to approve the proposed Business
Combination and other matters, as these materials will contain important information about MUDS, the Company and the proposed Business Combination.
When
available, the definitive proxy statement and other relevant materials for the proposed Business Combination will be mailed to stockholders of MUDS as of the record date to be established for voting on the proposed Business Combination. Stockholders
of MUDS will also be able to obtain copies of the proxy statement and other documents filed with the SEC, without charge, once available, at the SECs website at www.sec.gov. In addition, the documents filed by MUDS may be obtained free of
charge from MUDS by directing a request to: Mudrick Capital Acquisition Corporation II, 527 Madison Avenue, Sixth Floor, New York, New York 10022.
Participants in the Solicitation
MUDS, the Company and
certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from MUDS stockholders in connection with the proposed
Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of MUDS stockholders in connection with the proposed Business Combination will be set forth in MUDS proxy
statement when it is filed with the SEC. You can find more information about MUDS directors and executive officers in MUDS Annual Report on Form 10-K/A for the fiscal year ended December 31,
2020, which was filed with the SEC on May 10, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in
MUDS preliminary and definitive proxy statement when it becomes available. Stockholders, potential investors and other interested persons should read the proxy statement carefully when it becomes available before making any voting or
investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The Exhibit Index is incorporated by
reference herein.
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