M3-Brigade Acquisition Corp. II (MBAC) Inks Non-Redemption Agreement

M3-Brigade Acquisition Corp. II (NYSE:MBAC) announced this afternoon that it has entered into a non-redemption agreement with one or more unaffiliated third parties pursuant to which the third parties have agreed not to redeem an aggregate of 400,000 shares of the company’s Class A common stock at its upcoming extension meeting.

In exchange for the foregoing commitments not to redeem the shares, the sponsor has agreed to transfer an aggregate of 100,000 shares of the Company’s Class B common stock to the third parties immediately following the completion of an initial business combination.

M3-Brigade II intends to hold its extension meeting on March 7 and hopes to gain shareholder approval to extend its deadline from March 8 to December 8. Additionally, the sponsor intends to enter into additional non-redemption agreements prior to the meeting.

In the event that the extension is approved, funds in the SPAC’s trust, including any interest earned, will not be used to pay for any excise tax liabilities with respect to any redemptions.

M3-Brigade II noted in the filed 8-K that today’s non-redemption agreements are not expected to increase the likelihood that the extension is approved, but it is expected to increase the amount of funds that remain in MBAC’s trust account following the meeting.

M3-Brigade II announced the pricing of its $400 million IPO in March 2021. It initially agreed to combine with Syniverse in a $2.8 billion deal in August 2021, but later terminated the deal in February 2022 citing market conditions and noting that redemptions would have made it unable to meet the deal’s minimum cash condition.