M3-Brigade Acquisition II Corp. announced that it will issue 800,000 units at a price of $10 per unit for gross proceeds of $8,000,000 in a pre-IPO round of funding on February 16, 2021. The transaction will include participation from returning investor M3-Brigade Sponsor II LP. Each unit consists of one class A common share and one-third of one share purchase warrant of the company. Each whole warrant entitles the holder to purchase one class A common share at an exercise price of $11.50 per share. The warrants will become exercisable on the later of 30 days after the completion of its initial business combination and 12 months from the closing of the initial public offering, and will expire five years after the completion of its initial business combination or earlier upon redemption or liquidation. The warrants will be exercisable on a cashless basis and be non-redeemable, so long as they are held by the initial purchasers or their permitted transferees. All securities, including the class A common shares issuable upon exercise of the warrants, will not be transferable, assignable or salable until 30 days after the completion of our initial business combination. The company will issue securities pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.