MUDS Mudrick Capital Acquisition Corporation II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Mudrick Capital Acquisition Corporation II

Full Name of Registrant

N/A

Former Name if Applicable

527 Madison Avenue, 6th Floor

Address of Principal Executive Office (Street and Number)

New York, NY 10022

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

Mudrick Capital Acquisition Corporation II (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons described below.

On April 12, 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff 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. Since issuance, the Company’s outstanding warrants to purchase Class A common stock (the “Warrants”) were accounted for as equity within our balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Audit Committee of the Board of Directors, and taking into consideration the SEC Staff Statement, the Company concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement.

As a result of the foregoing, on May 10, 2021, the Audit Committee of the Company’s Board of Directors concluded, in consultation with the Company’s management, that its previously issued financial statements for the periods beginning with the period from July 30, 2020 (date of inception) through December 31, 2020 (the “Affected Periods”) should be restated because of a misapplication of the guidance around accounting for the Warrants and should no longer be relied upon.

On May 10, 2021, the Company filed a Form 8-K announcing that its financial statements for the Affected Periods should no longer be relied upon. On May 10, 2021, the Company also filed a Form 10-K/A to amend the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 to restate the financial statements for the Affected Period. The Company is reviewing the impacts of the corrections on the Company’s unaudited financial statements for the quarterly period ended March 31, 2021. As a result of the foregoing, as well as the time and dedication of resources needed to prepare the Form 10-Q, the Company was unable to provide complete financial results for the quarterly period ended March 31, 2021 and file the Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company is working diligently to complete the Form 10-Q and currently expects to file its Form 10-Q as soon as reasonably practicable.

PART IV — OTHER INFORMATION

The Company is a blank check company formed for the purposes of effecting a business combination with one or more businesses. The Company was incorporated under the laws of Delaware on July 30, 2020.

Forward-Looking Statements

This Form 12b-25 includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the completion of the Company’s quarterly review procedures, many of which are outside the Company’s control, the Company’s expectations with respect to the timing of the filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including those under “Risk Factors” in our Preliminary Proxy Statement on Schedule 14A filed with the SEC on May 12, 2021, Annual Report on Form 10-K/A filed with the SEC on May 10, 2021 and in subsequent reports filed with the SEC. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Mudrick Capital Acquisition Corporation II

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.