Blue Nile, Inc. entered into a definitive agreement to acquire Mudrick Capital Acquisition Corporation II (NasdaqCM:MUDS) from Mudrick Capital Acquisition Holdings II LLC, Sculptor Capital LP, Saba Capital Management, L.P., Anson Funds Management LP and others for approximately $340 million in a reverse merger transaction on June 8, 2022. The transaction is anticipated to generate approximately $450 million of capital before expenses, assuming no redemptions by the public stockholders of Mudrick Capital Acquisition Corporation II. This includes $50 million of new preferred equity provided by Mudrick Capital. It also includes $80 million of committed PIPE capital. Post completion, the existing public SPAC holders will own 37% in the combined company. Upon closing of the transaction, the combined company will be named Blue Nile and is expected to be listed on NASDAQ. The post-combination company will be led by Sean Kell, Blue Nile's Chief Executive Officer, and the current management team. In the event that this Agreement is terminated, Blue Nile, Inc. shall be obligated to pay to MUDS a termination fee in an amount equal to the amount of MUDS Transaction Expenses, calculated as of the date of termination, which shall not exceed $10 million.

The consummation of the Transactions is subject to customary closing conditions for special purpose acquisition companies, including, among others: (i) approval by MUDS' stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) MUDS having at least $5,000,001 of net tangible assets as of the closing of the Transactions and (v) customary bring-down conditions. Additionally, the obligations of the Company to consummate the Transactions are conditioned upon, among others, the amount of Available Closing Buyer Cash (as defined in the Merger Agreement) being no less than $195,500,000, and the proceeds of the initial PIPE financing amount having been delivered in full as of the closing. Transaction is also subject to other customary closing conditions, including the receipt of certain regulatory approvals. The Boards of Directors of Blue Nile and Mudrick Capital Acquisition Corporation II have unanimously approved the transaction. It is expected to close early in Q4 2022.

Jefferies LLC is acting as exclusive financial and capital markets advisor and placement agent, and Jackie Cohen, Amanda Fenster, Annemargaret Connolly, Damian P. Ridealgh, Dennis F. Adams III, Graham Magill, Jackie Cohen, Jannelle Marie Seales, Matt Stewart, Nitin Shenoy Konchady, Paul J. Wessel and Vadim M. Brusser of Weil, Gotshal & Manges LLP acting as legal advisors to Mudrick Capital Acquisition Corporation II. Peter Seligson, Jeffrey W. Richards, Matthew H. O'Brien and Benjamin J. Dionne of Kirkland & Ellis LLP acting as legal advisors to Blue Nile. Amanda Fenster, Annemargaret Connolly, Damian P. Ridealgh, Dennis F. Adams III, Graham Magill, Jackie Cohen, Jannelle Marie Seales, Matt Stewart, Nitin Shenoy Konchady, Paul J. Wessel and Vadim M. Brusser of Weil, Gotshal & Manges LLP acting as legal advisors to Mudrick Capital Acquisition Holdings II LLC. Jonathan Ko of Paul Hastings LLP acted as legal advisor to Jefferies LLC. Continental Stock Transfer & Trust Company acted as transfer agent to Mudrick Capital.

Blue Nile, Inc. cancelled the acquisition of Mudrick Capital Acquisition Corporation II (NasdaqCM:MUDS) from Mudrick Capital Acquisition Holdings II LLC, Sculptor Capital LP, Saba Capital Management, L.P., Anson Funds Management LP and others in a reverse merger transaction on August 5, 2022.