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~~April 1429, ~~2021~~2022

MUDRICK CAPITAL ACQUISITION CORPORATION II

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39771	85-2320197
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

527 Madison Avenue, 6th Floor

New York, New York

10022

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 747-9500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	~~Trading Symbol~~TradingSymbol(s)	Name of Each Exchange ononWhich ~~Which~~ Registered:
Class A Common Stock, par value $0.0001 per share	MUDS	The NASDAQ Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	MUDSW	The NASDAQ Stock Market LLC
Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant	MUDSU	The NASDAQ Stock Market LLC

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 45.02. ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statement~~Officers; orElection ~~Related~~of ~~Audit~~Directors; ~~Report~~Appointment orof ~~Completed~~Certain ~~Interim~~Officers; ~~Review~~Compensatory Arrangements of Certain Officers.

~~(a) In~~On ~~connection with the preparation of~~April ~~the financial statements of Mudrick Capital Acquisition Corporation II (the “Company”) as of September 30~~29, ~~2021~~2022, ~~the~~David ~~Company’s~~Kirsch ~~management,~~resigned ~~in consultation with its advisors, identified an error made in the previously issued financial statements, arising from the manner in which,~~ as ofa ~~the~~member ~~closing~~ of ~~the Company’s~~ ~~initial public offering,~~ the ~~Company valued its Class~~board ~~A common stock subject to possible redemption. The Company previously determined the value~~ of ~~such~~directors ~~Class A common stock to be equal to~~ (the ~~redemption~~“Board”) ~~value~~and ofvice ~~such~~president ~~shares~~ of ~~Class A~~Mudrick ~~common~~Capital ~~stock, after~~Acquisition ~~taking~~Corporation ~~into~~II ~~consideration~~ (the ~~terms of the~~ “Company’s”). ~~Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001~~Mr. Management has determined, after consultation with its advisors, that the shares of Class A common stock underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside of the CompanyKirsch’s ~~control.~~resignation ~~Therefore,~~was ~~management concluded~~not ~~that~~due ~~the redemption value of its shares of Class A common stock subject~~ to ~~possible~~any ~~redemption~~disagreement should reflect the possible redemption of all shares of Class A common stock. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the shares of Class A common stock subject to possible redemption, with the ~~offset~~Company ~~recorded~~or toany ~~additional~~matter ~~paid-in~~relating ~~capital (~~to the ~~extent available), accumulated deficit and shares of Class A common stock. The~~ Company’s ~~filed its Form 10-Q for the period ended September 30~~operations, ~~2021~~policies onor ~~November 10, 2021 which included a revision to previously issued financial statements for the period ended December 31, 2020~~practices. ~~The Company determined to present this revision in a prospective manner in all future filings.~~

~~Subsequently,~~On onMay ~~December 14~~4, ~~2021~~2022, the ~~Company’s~~Board ~~management~~appointed ~~and~~Matthew ~~the~~Pietroforte ~~audit~~as ~~committee~~a member of the ~~Company’s~~Board ~~board~~to offill ~~directors (~~the ~~“Audit~~vacancy ~~Committee”)~~created ~~concluded~~by ~~that the Company~~Mr. Kirsch’s ~~previously~~resignation. ~~issued~~In ~~(i)~~connection with his appointment, Mr. ~~audited~~Pietroforte ~~balance~~entered ~~sheet~~into asan ofindemnity ~~December 10,~~agreement ~~2020~~on (substantially the ~~“Post~~same ~~IPO~~terms ~~Balance~~as ~~Sheet”),~~the asform thereof previously ~~revised~~entered ininto by and between the Company’s ~~Amendment~~and ~~No.~~each 2of onits ~~Form~~other ~~10-K~~directors ~~filed~~in connection with the ~~SEC~~Company’s oninitial ~~May 10,~~public ~~2021~~offering. ~~(“Amendment No~~Mr. 2Pietroforte tohas ~~Form~~also ~~10-K/A”),~~agreed ~~(ii)~~to ~~audited~~become ~~financial~~a ~~statements~~party ~~included~~to inthat ~~Amendment~~certain ~~No. 2~~letter toagreement, ~~Form~~dated ~~10-K/A~~December 7, ~~(iii) unaudited~~2020, ~~interim~~by ~~financial~~and ~~statements~~between ~~included~~the inCompany, the Company’s ~~Quarterly~~directors ~~Report~~and onofficers ~~Form~~and ~~10-Q~~the ~~for~~sponsor (the ~~quarterly~~“Letter ~~period~~Agreement”), ~~ended~~and ~~March 31,~~entered ~~2021,~~into ~~filed~~a ~~with~~joinder to the ~~SEC~~Letter Agreement on ~~June 2~~May 4, ~~2021;~~2022. ~~and~~The ~~(iv) unaudited~~Board ~~interim~~has ~~financial~~also ~~statements~~appointed ~~included~~Mr. Pietroforte inas ~~the~~vice ~~Company’s~~president ~~Quarterly~~of ~~Report~~the onCompany. ~~Form~~Each ~~10-Q~~of ~~for~~ the ~~quarterly~~form ~~period~~of ~~ended~~director ~~June 30,~~indemnification ~~2021,~~agreement ~~filed~~and ~~with~~ the ~~SEC~~Letter onAgreement ~~August 10,~~was ~~2021,~~described ~~(collectively~~in, ~~the~~and ~~“Affected~~were ~~Periods”),~~filed ~~should~~as beexhibits ~~restated~~ to, ~~report~~the ~~all~~Company’s ~~Class A~~registration ~~common~~statement ~~stock~~on asForm ~~temporary~~S-1 ~~equity~~(File ~~and~~No. 333-249402) ~~should~~related noto ~~longer~~the beCompany’s ~~relied~~initial ~~upon~~public offering.

AsOther ~~such,~~than the ~~Company~~foregoing, ~~will restate its financial statements of the Affected Periods (i) for the Post IPO Balance Sheet and the Company’s audited financial statements included in the Amendment No~~Mr. 2Pietroforte tois ~~Form~~not ~~10-K/A~~party ~~in an Amendment No. 3~~ to ~~Form 10-K/A,~~any ~~and~~arrangement ~~(ii) the~~or ~~unaudited~~understanding ~~condensed~~with ~~financial~~any ~~statements~~person ~~for~~pursuant ~~the periods ended March 31, 2021 and June 30, 2021 in an Amendment No. 1~~ to ~~the~~which ~~Company’s~~he ~~Quarterly~~was ~~Report~~appointed onas ~~Form~~a ~~10-Q~~director, ~~for~~nor ~~the~~is ~~quarterly~~he ~~period~~a ~~ended~~party ~~September 30, 2021 (“Amendment No. 1~~ to Q3any ~~Form~~transaction ~~10-Q/A”)~~required to be ~~filed~~disclosed ~~with~~under ~~the~~Item SEC. In addition, in connection with the change in presentation for Class A common stock, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates 404(a) ~~business combination as the most likely outcome, in which case, both classes~~ of ~~shares~~Regulation ~~share~~S-K ~~pro~~involving ~~rata in~~ the ~~income and losses of the~~ Company. ~~The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the initial public offering.~~

The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as of December 31, 2021 due to a material weakness in our internal control over financial reporting relating to accounting for complex financial instruments. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Amendment No. 3 to Form 10-K/A and Amendment No. 1 to Q3 Form 10-Q/A to be filed with the SEC.

Management and the Audit Committee have discussed the matters disclosed pursuant to this Item 4.02(a) with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s intent to restate certain historical financial statements and the timing and impact of the restatement. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~December~~May 145, ~~2021~~2022

MUDRICK CAPITAL ACQUISITION CORPORATION II By: /s/ Jason Mudrick Name: Jason Mudrick Title: Chief Executive Officer and Director

By: /s/ Jason Mudrick

Name: Jason Mudrick Title: Chief Executive Officer and Director

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