M3 Brigade Acquisition II : Delisting/Transfer of Listing (Form 8-K)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 25, 2021, M3-Brigade Acquisition II Corp. (the 'Company') received a notice from the New York Stock Exchange (the 'NYSE') indicating that it is not in compliance with NYSE continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file the Form 10-Q for the fiscal quarter ended March 31, 2021 (the 'Form 10-Q').

On April 12, 2021, the staff of the Securities and Exchange Commission ('SEC') issued a public statement entitled 'Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ('SPACs')' (the 'Statement'), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. This, in turn, has resulted in the Company's delay in preparing and finalizing its financial statements as of and for the quarter ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed deadline.

Under the NYSE's rules, the Company has six months following receipt of the notification of non-compliance to file the Form 10-Q with the SEC and can regain compliance with the NYSE listing standards before that deadline. On May 27, 2021, the Company filed the Form 10-Q and, as a result, has remedied its non-compliance.

Other Events.

On April 12, 2021, the staff of the Securities and Exchange Commission (the 'SEC') issued a public statement entitled 'Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies' ('SPACs') (the 'Statement'). In the Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC's balance sheet as opposed to equity.

M3-Brigade Acquisition II Corp. (the 'Company') has previously classified its public and private placement warrants ('Warrants') issued in connection with its initial public offering and private placement as equity within the Company's financial statements, and after discussion and evaluation, including with the Company's independent auditors, the Company has concluded that its warrants should be presented as liabilities as of the initial public offering date reported at fair value with subsequent fair value remeasurement at each reporting period.

On May 24, 2021, the audit committee of the board of directors of the Company concluded, after discussion with the Company's management, legal counsel and auditors, that the Company's audited balance sheet as of March 8, 2021 filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on March 12, 2021 (the 'Form 8-K') should no longer be relied upon due to changes required to reclassify the Warrants as liabilities to align with the requirements set forth in the Statement. The Company plans to reflect this reclassification of the Warrants in its upcoming Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, to be filed with SEC.

The Company does not expect any of the above changes will have any impact on its cash position or cash held in the trust account.

In addition, the audit report of Marcum LLP included in the Company's Form 8-K filed on March 12, 2021 should no longer be relied upon.