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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Mudrick Capital Acquisition Corporation II | NASDAQ:MUDS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.165 | 10.16 | 10.18 | 0 | 00:00:00 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
85-2320197 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
527 Madison Avenue, 6th Floor New York, |
10022 | |
(Address of principal executive offices) |
(Zip Code) |
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-half of one Redeemable Warrant |
MUDSU |
The Nasdaq Stock Market LLC | ||
Class A Common Stock, par value $0.0001 per share |
MUDS |
The Nasdaq Stock Market LLC | ||
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share |
MUDSW |
The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Item 15. |
Exhibits, Financial Statements and Financial Statement Schedules |
(a) |
The following documents are filed as part of this Amendment No. 1 to the Annual Report on Form 10-K: |
1. |
Financial Statements |
Report of Independent Registered Public Accounting Firm |
F-2 |
|||
Financial Statements: |
||||
Balance Sheet |
F-3 |
|||
Statement of Operations |
F-4 |
|||
Statement of Changes in Stockholders’ Equity |
F-5 |
|||
Statement of Cash Flows |
F-6 |
|||
Notes to Financial Statements |
F-7 |
2. |
Financial Statements Schedule |
3. |
Exhibits |
Item 16. |
Form 10-K Summary |
F-2 |
||||
Consolidated Financial Statements: |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
Year Ended December 31, 2021 |
For the Period from July 30, 2020 (Inception) through December 31, 2020 |
|||||||
General and administrative expenses |
$ | 7,041,226 | $ | 110,911 | ||||
|
|
|
|
|||||
Loss from operations |
(7,041,226 |
) |
(110,911 |
) | ||||
Other income (expense): |
||||||||
Interest earned on investments held in Trust Account |
72,866 | 8,416 | ||||||
Change in fair value of warrant liabilities |
2,462,763 | (938,033 | ) | |||||
Transaction costs |
— | (696,870 | ) | |||||
|
|
|
|
|||||
Total other income (expense), net |
2,535,629 | (1,626,487 | ) | |||||
|
|
|
|
|||||
Net loss |
$ |
(4,505,597 |
) |
$ |
(1,737,398 |
) | ||
|
|
|
|
|||||
Weighted average shares outstanding, Class A common stock |
31,625,000 | 4,317,500 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class A common stock |
$ |
(0.11 |
) |
$ |
(0.14 |
) | ||
|
|
|
|
|||||
Weighted average shares outstanding, Class B common stock |
7,906,250 | 7,835,208 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B common stock |
$ |
(0.11 |
) |
$ |
(0.14 |
) | ||
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance – July 30, 2020 (Inception) |
— |
$ |
— |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | 7,906,250 | 791 | 24,209 | — | 25,000 | |||||||||||||||||||||
Sale of Private Placement Warrants (Proceeds received in excess of fair value) |
— | — | — | — | 1,233,398 | — | 1,233,398 | |||||||||||||||||||||
Accretion for Class A common stock to redemption amount |
— | — | — | — | (1,257,607 | ) | (32,700,789 | ) | (33,958,396 | ) | ||||||||||||||||||
Net loss |
— | — | — | — | — | (1,737,398 | ) | (1,737,398 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020 |
— |
$ |
— |
7,906,250 |
$ |
791 |
$ |
— |
$ |
(34,438,187 |
) |
$ |
(34,437,396 |
) | ||||||||||||||
Net loss |
— | — | — | — | — | (4,505,597 | ) | (4,505,597 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2021 |
— |
$ |
— |
7,906,250 |
$ |
791 |
$ |
— |
$ |
(38,943,784 |
) |
$ |
(38,942,993 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
For the Period from July 30, 2020 (Inception) Through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | (4,505,597 | ) | $ | (1,737,398 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Payment of formation costs through promissory note – related party |
— | 1,250 | ||||||
Change in fair value of warrant liabilities |
(2,462,763 | ) | 938,033 | |||||
Transaction costs allocated to warrants |
— | 696,870 | ||||||
Interest earned on investments held in Trust Account |
(72,866 | ) | (8,416 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
85,000 | (167,708 | ) | |||||
Accrued expenses |
4,942,125 | 102,348 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(2,014,101 |
) |
(175,021 |
) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash in Trust Account |
— | (320,993,750 | ) | |||||
Cash withdrawn from Trust Account to pay franchise and income taxes |
35,108 | — | ||||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
35,108 |
(320,993,750 |
) | |||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from sale of Units, net of underwriting discounts paid |
— | 309,925,000 | ||||||
Proceeds from sale of Private Placement Warrants |
— | 12,818,750 | ||||||
Proceeds from promissory note – related party |
— | — | ||||||
Repayment of promissory note – related party |
— | (135,680 | ) | |||||
Payment of offering costs |
— | (321,620 | ) | |||||
Advances from related party |
33,816 | — | ||||||
Repayment of advances from related party |
(33,816 | ) | — | |||||
Proceeds from convertible note – related party |
1,000,000 | — | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
1,000,000 |
322,286,450 |
||||||
|
|
|
|
|||||
Net Change in Cash |
(978,993 |
) |
1,117,679 |
|||||
Cash – Beginning of period |
1,117,679 | — | ||||||
|
|
|
|
|||||
Cash – End of period |
$ |
138,686 |
$ |
1,117,679 |
||||
|
|
|
|
|||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||
Offering costs paid through promissory note – related party |
$ | — | $ | 134,430 | ||||
|
|
|
|
|||||
Offering costs paid directly by Sponsor in consideration for the issuance of Class B common stock |
$ | — | $ | 25,000 | ||||
|
|
|
|
|||||
Deferred underwriting fee payable |
$ | — | $ | 11,068,750 | ||||
|
|
|
|
Gross proceeds |
$ | 316,250,000 | ||
Less: |
||||
Proceeds allocated to Public Warrants |
$ | (12,036,716 | ) | |
Class A common stock issuance costs |
(17,177,930 | ) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
$ | 33,958,396 | ||
|
|
|||
Class A common stock subject to possible redemption |
$ | 320,993,750 | ||
|
|
Year Ended December 31, 2021 |
For the Period from July 30, 2020 (Inception) through December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net loss per common stock |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss, as adjusted |
$ | (3,604,478 | ) | $ | (901,119 | ) | $ | (617,246 | ) | $ | (1,120,152 | ) | ||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
31,625,000 | 7,906,250 | 4,317,500 | 7,835,208 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net loss per common stock |
$ | (0.11 | ) | $ | (0.11 | ) | $ | (0.14 | ) | $ | (0.14 | ) |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
• | if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
December 31, 2021 |
For the Period from July 30, 2020 (Inception) through December 31, 2020 |
|||||||
Deferred tax asset |
||||||||
Net operating loss carryforward |
$ | 42,728 | $ | 16,030 | ||||
Organizational costs/Startup expenses |
1,442,151 | 5,494 | ||||||
|
|
|
|
|||||
Total deferred tax assets |
1,484,879 | 21,524 | ||||||
Valuation allowance |
(1,484,879 | ) | (21,524 | ) | ||||
|
|
|
|
|||||
Deferred tax assets, net of allowance |
$ | — | $ | — | ||||
|
|
|
|
December 31, 2021 |
For the Period from July 30, 2020 (Inception) through December 31, 2020 |
|||||||
Federal |
||||||||
Current |
$ | — | $ | — | ||||
Deferred |
(1,463,355 | ) | (21,524 | ) | ||||
State |
||||||||
Current |
$ | — | $ | — | ||||
Deferred |
— | — | ||||||
Change in valuation allowance |
1,463,355 | 21,524 | ||||||
|
|
|
|
|||||
Income tax provision |
$ | — | $ | — | ||||
|
|
|
|
December 31, 2021 |
For the Period from July 30, 2020 (Inception) through December 31, 2020 |
|||||||
Statutory federal income tax rate |
21.0 | % | 21.0 | % | ||||
State taxes, net of federal tax benefit |
0.0 | % | 0.0 | % | ||||
Change in fair value of warrants |
11.5 | % | (11.3 | )% | ||||
Transaction costs |
0.0 | % | (8.4 | )% | ||||
Change in valuation allowance |
(32.5 | )% | (1.2 | )% | ||||
|
|
|
|
|||||
Income tax provision |
0.0 | % | 0.0 | % | ||||
|
|
|
|
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
December 31, 2021 |
December 31, 2020 |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund |
1 | $ | 321,039,924 | $ | — | |||||||
Liabilities: |
||||||||||||
Warrant Liability – Public Warrants |
1 | $ | 12,175,625 | $ | 12,573,343 | |||||||
Warrant Liability – Private Placement Warrants |
3 | $ | 9,921,713 | $ | 11,986,758 |
December 31, 2021 |
December 31, 2020 |
|||||||
Stock price |
$ | 9.94 | $ | 6.87 | ||||
Strike price |
$ | 11.50 | $ | 11.50 | ||||
Term (in years) |
4.30 | 5.0 | ||||||
Volatility |
14.1 | % | 40.0 | % | ||||
Risk-free rate |
1.16 | % | 0.57 | % | ||||
Dividend yield |
0.0 | % | 0.0 | % |
Private Placement |
||||
Fair value as of July 30, 2020 (inception) |
$ |
— |
||
Initial measurement on December 10, 2020 |
11,585,352 |
|||
Change in valuation inputs or other assumptions |
401,406 |
|||
Fair value as of December 31, 2020 |
11,986,758 |
|||
|
|
|
|
|
Change in fair value |
(2,065,045 |
) | ||
|
|
|||
Fair value as of December 31, 2021 |
$ |
9,921,713 |
||
|
|
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to the Company’s Form S-1, originally filed with the SEC on October 9, 2020 (File No. 333-249402) and as thereafter amended. |
(2) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on December 11, 2020. |
(3) | Incorporated by reference to the Company’s Form 10-K, filed with the SEC on April 2, 2021. |
(4) | Incorporated by reference to the Company’s Form 10-K/A, filed with the SEC on April 6, 2021. |
(5) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on November 24, 2021. |
March 31, 2022 | MUDRICK CAPITAL ACQUISITION CORPORATION II | |||||
By: | /s/ Jason Mudrick | |||||
Name: | Jason Mudrick | |||||
Title: | Chief Executive Officer (Principal Executive Officer) |
1 Year Mudrick Capital Acquisit... Chart |
1 Month Mudrick Capital Acquisit... Chart |
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