The text on page 148 under the heading “Vote Required” is amended and restated as follows (new text in bold and underline):
The approval of the charter proposal requires (i) the affirmative vote or written consent of holders of a majority of the shares of Class B common stock then outstanding and (ii) the affirmative vote of holders of a majority of the outstanding shares of common stock. In accordance with the Merger Agreement, the parties to the Merger Agreement are also requiring the affirmative vote of holders of a majority of the shares of Class A common stock then outstanding for the approval of the charter proposal. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or in person at the special meeting, as well as an abstention from voting and a broker non-vote with regard to the charter proposal, each will have the same effect as a vote “AGAINST” such charter proposal.
The text on page 233 under the heading “Business Combination” is amended and restated as follows (new text in bold and underline):
Business Combination
On April 6, 2021, the Company entered into the Merger Agreement with MUDS, as amended on May 10, 2021 and August 15, 2021, which, among other things, provides for the First Merger followed by the Second Merger. Upon consummation of the Transactions the post-combination company will be renamed Topps Companies, Inc.
The Proxy Statement is hereby amended to include a new Annex A-2 after Annex A-1 as follows:
Annex A-2
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”), dated as of August 15, 2021 is by and among (i) Mudrick Capital Acquisition Corporation II, a Delaware corporation, (ii) Titan Merger Sub I, Inc., a Delaware corporation, (iii) Titan Merger Sub II, LLC, a Delaware limited liability company, (iv) Topps Intermediate Holdco, Inc., a Delaware corporation, and (v) Tornante-MDP Joe Holding LLC, a Delaware limited liability company (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have respective meanings ascribed to such terms in the Merger Agreement (as defined below).
RECITALS
WHEREAS, the Parties previously entered into the Agreement and Plan of Merger, dated as of April 6, 2021 (as amended by that certain Amendment to Agreement and Plan of Merger, dated as of May 10, 2021, and as further amended, supplemented, waived or otherwise modified from time to time, the “Merger Agreement”); and
WHEREAS, the Parties desire to amend certain provisions of the Merger Agreement (pursuant to and in accordance with Section 13.10 of the Merger Agreement), on the terms and subject to the conditions set forth in this Amendment No. 2.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings herein contained, the receipt and sufficiency of which are acknowledged, on the terms and subject to the conditions set forth in this Amendment No. 2, the Parties, intending to be legally bound, agree as follows:
1)
|
Amendments to the Merger Agreement.
|
The penultimate sentence of Section 10.02(b) is hereby amended and restated in its entirety as set forth immediately below: