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): March 27, 2023

M3-BRIGADE ACQUISITION II CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40162		86-1359752
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1700 Broadway, 19th Floor

New York, New York 10019

(Address of principal executive offices, including zip code)

(212) 202-2200

(Registrant’s telephone number, including area code)

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:

☐

Written communication 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))

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

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-third of one redeemable warrant	MBAC.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	MBAC	New York Stock Exchange
Public warrants, each whole public warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	MBAC.WS	New York Stock Exchange

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).

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 1 5.~~01.~~07 ~~Entry~~Submission ~~into~~of ~~Material~~Matters ~~Definitive~~to ~~Agreement~~a Vote of Security Holders.

On March 27, 2023, M3-Brigade Acquisition II Corp. II (the “Company”) ~~and~~held ~~M3-Brigade~~a ~~Sponsor~~special IImeeting LPof shareholders (the “~~Sponsor”)~~Special ~~entered into non-redemption agreements (“Non-Redemption Agreements~~Meeting”) ~~with unaffiliated third parties in exchange for such third parties agreeing not~~ to ~~redeem an aggregate of 4,052,653~~approve ~~shares of~~ the ~~Company’s~~Extension ~~Class~~Proposal Ato ~~common~~extend ~~stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with~~ the ~~special~~date ~~meeting of stockholders called~~ by which the Company ~~(the~~has ~~“Special Meeting”)~~ to ~~consider and approve an extension of time for the Company to~~ consummate ana ~~initial~~ business combination ~~(the “Extension Proposal”)~~ from March 8, 2023 to December 8, 2023 ~~(the “Extension”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares~~, the Sponsor has agreed to transfer to such third parties an aggregate of 1,013,161 shares of the Company’s Class B common stock held by the Sponsor promptly upon consummation of the Extension if they continue to hold such Non-Redeemed Shares through the Special Meeting. Pursuant to the Underwriting Agreement, dated as ofmore ~~March~~fully 3,described ~~2021,~~in byits ~~and~~definitive ~~between~~proxy ~~the~~statement ~~Company and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), which was~~ filed ~~as Exhibit 1.1 to the Company’s Form 8-K filed~~ with the Securities and Exchange Commission on ~~March~~February 922, ~~2021, Cantor~~2023. ~~Fitzgerald~~As ~~has~~there ~~consented~~were insufficient ~~writing~~votes to approve the ~~transfers~~Extension ofProposal, the ~~Company’s~~Adjournment ~~Class~~Proposal Bwas ~~common~~not ~~stock~~presented ~~contemplated~~to ~~by the Non-Redemption Agreements~~stockholders.

InHolders ~~the event~~of ~~that~~30,670,885 ~~the~~shares ~~Extension~~of ~~Proposal~~common isstock ~~approved~~of ~~and implemented as described in~~ the ~~definitive~~ ~~proxy statement (the “Proxy Statement”) for the Special Meeting filed by the~~ Company ~~with~~held ~~the~~of ~~Securities~~record ~~and~~as ~~Exchange~~of ~~Commission (the “SEC”) on~~ February 2221, 2023, ~~funds in~~ the ~~Company’s~~record ~~trust~~date ~~account, including any interest earned thereon, will not be used to pay~~ for ~~any~~the ~~excise~~Special ~~tax liabilities with~~Meeting, ~~respect~~were topresent ~~any redemptions that occur prior to or~~ in ~~connection~~person ~~with a business combination~~ or ~~liquidation~~by ~~of the Company. As further described in the Proxy Statement~~proxy, ifrepresenting ~~the~~approximately ~~Company~~61% ~~completes~~of ~~a business combination, because~~ the ~~excise~~voting ~~tax~~power ~~would~~of ~~be payable by~~ the Company ~~(following~~’s ~~the~~shares ~~business combination) and not by the redeeming holder or out~~ of common ~~the~~stock ~~trust~~as ~~account, the payment~~ of the ~~excise~~record ~~tax~~date ~~would reduce cash available to the Company~~ for ~~ongoing operations following~~ the ~~completion~~Special ofMeeting, ~~the business combination (~~and ifconstituting ~~the Company does not complete~~ a ~~business~~quorum ~~combination,~~for the ~~Company~~transaction ~~would~~of ~~seek to obtain alternative funds if necessary to pay any excise tax incurred by the Company with respect to any redemptions)~~business.

The ~~Non-Redemption~~voting ~~Agreements~~results ~~are not expected~~for ~~to increase~~ the ~~likelihood that the~~ Extension Proposal iswas ~~approved~~as by Company’s stockholders but are expected to increase the amount of funds that remain in the Company’s trust account following the Special Meeting, relative to the amount of funds remaining in the trust account had the Non-Redemption Agreements not been entered into.follows:

~~The~~Proposal ~~foregoing~~No. ~~summary~~1: ~~of the Non-Redemption Agreement~~The ~~does~~Extension ~~not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.~~Proposal

~~-1-~~To extend the date by which the Company has to consummate a business combination from March 8, 2023 to December 8, 2023.

Participants in the Solicitation

For		Against		Abstain
26,690,389		3,980,496		0

~~The~~Proposal ~~Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the Extension~~No. ~~Information~~2: ~~regarding the Company’s directors and executive officers is available in its annual report on Form 10-K~~The ~~filed~~Adjournment ~~with~~Proposal ~~the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Proxy Statement.~~

NoThe ~~Offer~~Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Special Meeting to a later date or ~~Solicitation~~dates, if the Company determined that additional time was necessary to effectuate the Extension. As sufficient shares were voted in favor of the Extension Proposal, this proposal was not voted upon at the Extension Meeting.

~~This~~In ~~communication~~connection ~~shall~~with the vote ~~not~~to ~~constitute~~approve anthe ~~offer to~~Extension ~~sell~~Proposal, or the ~~solicitation~~holders of an35,463,019 ~~offer~~shares toof ~~buy~~Class ~~any~~A common ~~securities~~stock, ~~nor~~par ~~shall~~value ~~there~~$0.0001, beof ~~any~~the ~~sale~~Company of(“Class ~~securities~~A inCommon ~~any~~Stock”) ~~jurisdiction~~properly inexercised ~~which the~~their ~~offer,~~right ~~solicitation~~to orredeem their ~~sale~~shares ~~would~~(and bedid ~~unlawful~~not ~~prior~~withdraw totheir ~~the~~redemption) ~~registration~~for orcash ~~qualification~~at ~~under~~a ~~the~~redemption ~~securities~~price ~~laws~~ of ~~any~~approximately ~~such jurisdiction~~$10. No14 ~~offering~~per ofshare ~~securities shall be made except by means~~ of aClass ~~prospectus~~A Common ~~meeting~~Stock, ~~the~~for ~~requirements~~an ofaggregate ~~Section~~redemption 10amount of ~~the~~approximately ~~Securities~~$359.6 ~~Act of 1933, as amended~~million.

~~Additional Information~~1

The Company has filed with the SEC the Proxy Statement to consider and vote upon the Extension and other matters, and, beginning on or about February 22, 2023, first mailed the Proxy Statement and other relevant documents to its stockholders as of the February 21, 2023 record date for the Special Meeting. The Company’s stockholders and other interested persons are advised to read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Special Meeting because these documents will contain important information about the Company, the Extension and related matters. Stockholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Innisfree M&A Incorporated at (877) 800-5182 (toll free) or (212) 750-5833 (bank and brokers can call collect).SIGNATURE

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.

	M3-BRIGADE ACQUISITION II CORP.

Date: March 8, 2023	By:	/s/ Mohsin Y. Meghji
		Name:	Mohsin Y. Meghji
		Title:	Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Non-Redemption Agreement
104		Cover Page Interactive Data file (embedded within the inline XBRL document).

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SIGNATURE

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

	M3-BRIGADE ACQUISITION II CORP.
Date: March 3, 2023	By:	/s/ Mohsin Y. Meghji
		Name:	Mohsin Y. Meghji
		Title:	Chairman and Chief Executive Officer

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