Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
|
CUSIP No. 62477L017
|
13G
|
Page 2 of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Investors LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
3,047,904
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
3,047,904
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,047,904
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
*See Item 4
|
CUSIP No. 62477L017
|
13G
|
Page 3 of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Performance LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
2,228,000
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,228,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,228,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
*See Item 4
|
CUSIP No. 62477L017
|
13G
|
Page 4 of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Equities II LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
44,560
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
44,560
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,560
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
|
12
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
|
|
|
*See Item 4
|
CUSIP No. 62477L017
|
13G
|
Page 5 of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Equities Master Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
2,183,440
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,183,440
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,440
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
*See Item 4
|
CUSIP No. 62477L017
|
13G
|
Page 6 of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Long Fund GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
819,904
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
819,904
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,904
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
*See Item 4
|
CUSIP No. 62477L017
|
13G
|
Page 7 of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Long Fund Master Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
819,904
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
819,904
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,904
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%
|
|
12
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
|
|
|
*See Item 4
|
CUSIP No. 62477L017
|
13G
|
Page 11 of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
O. Andreas Halvorsen
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
3,047,904
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
3,047,904
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,047,904
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
|
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
|
*See Item 4
|
CUSIP No. 62477L017
|
13G
|
Page 12 of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David C. Ott
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
3,047,904
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
3,047,904
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,047,904
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
|
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
|
*See Item 4
|
CUSIP No. 62477L017
|
13G
|
Page 13 of 22 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Rose S. Shabet
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
3,047,904
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
3,047,904
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,047,904
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
|
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
|
*See Item 4
|
CUSIP No. 62477L017
|
13G
|
Page 14 of 22 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
Mudrick Capital Acquisition Corporation II
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
527 Madison Avenue, 6TH Floor
New York, New York, 10022
|
Item 2(a).
|
Name of Person Filing:
|
Viking Global Investors LP (“VGI”),
Viking Global Performance LLC (“VGP”),
Viking Global Equities II LP ("VGEII"),
Viking Global Equities Master Ltd. (“VGEM”),
Viking Long Fund GP LLC (“VLFGP”),
Viking Long Fund Master Ltd. ("VLFM"),
O. Andreas Halvorsen, David C. Ott and
Rose S. Shabet (collectively, the "Reporting Persons")
|
|
Items 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The business address of each of the Reporting
Persons is: 55 Railroad Avenue, Greenwich, Connecticut 06830.
VGI and VGEII are Delaware limited partnerships;
VGP and VLFGP are Delaware limited liability companies; VGEM and VLFM are Cayman Islands exempted companies; O. Andreas Halvorsen
is a citizen of Norway; and David C. Ott and Rose S. Shabet are citizens of the United States.
|
|
Item 2(d).
|
Titles of Classes of Securities:
|
Common stock, par value $0.0001 per share (“Common Stock”)
|
|
Item 2(e).
|
CUSIP NUMBER: 62477L017
|
|
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(a)
|
☐ Broker or dealer registered under Section 15 of the Exchange Act
|
|
|
(b)
|
☐ Bank as defined in Section 3(a)(6) of the Exchange Act
|
|
|
(c)
|
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act
|
|
|
(d)
|
☐ Investment company registered under Section 8 of the Investment Company Act of 1940
|
|
|
(e)
|
☐ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
☐ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
|
|
|
(g)
|
☐ Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
☐ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
(i)
|
☐ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
|
|
|
(j)
|
☐ Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
|
|
(k)
|
☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
A. VGI
|
|
(a)
|
Amount beneficially owned: 3,047,904
|
|
|
(b)
|
Percent of Class: 9.6%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 3,047,904
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 3,047,904
|
VGI provides managerial services to VGEII, VGEM and VLFM.
VGI has the authority to dispose of and vote the shares of Common Stock directly owned by VGEII, VGEM and VLFM. VGI does not directly
own any shares of Common Stock.
Based on Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), VGI may be deemed to beneficially
own the shares of Common Stock directly held by VGEII, VGEM and VLFM.
VGI beneficially owns 3,047,904 shares of Common Stock
consisting of (i) 44,560 shares of Common Stock directly and beneficially owned by VGEII, (ii) 2,183,440 shares of Common Stock
directly and beneficially owned by VGEM, and (iii) 819,904 shares of Common Stock directly and beneficially owned by VLFM.
B. VGP
|
|
(a)
|
Amount beneficially owned: 2,228,000
|
|
|
(b)
|
Percent of Class: 7.0%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 2,228,000
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 2,228,000
|
VGP, as the general partner of VGEII, has the authority
to dispose of and vote the shares of Common Stock directly owned by VGEII. VGP serves as investment manager to VGEM and has the
authority to dispose of and vote the shares of Common Stock directly owned by VGEM. VGP does not directly own any shares of Common
Stock.
Based on Rule 13d-3 of the Act, VGP may be deemed to beneficially
own the shares of Common Stock directly held by VGEII and VGEM.
VGP beneficially owns 2,228,000 of Common Stock consisting
of (i) 44,560 shares of Common Stock directly and beneficially owned by VGEII and (ii) 2,183,440 shares of Common Stock directly
and beneficially owned by VGEM.
C. VGEII
|
|
(a)
|
Amount beneficially owned: 44,560
|
|
|
(b)
|
Percent of Class: 0.1%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 44,560
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 44,560
|
VGEII has the authority to dispose of and vote the shares
of Common Stock directly owned by it, which power may be exercised by its general partner, VGP, and by VGI, an affiliate of VGP,
which provides managerial services to VGEII.
D. VGEM
|
|
(a)
|
Amount beneficially owned: 2,183,440
|
|
|
(b)
|
Percent of Class: 6.9%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 2,183,440
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 2,183,440
|
VGEM has the authority to dispose of and vote the shares
of Common Stock directly owned by it, which power may be exercised by its investment manager, VGP, and by VGI, an affiliate of
VGP, which provides managerial services to VGEM. Viking Global Equities LP (a Delaware limited partnership) and Viking Global
Equities III Ltd. (a Cayman Islands exempted company), through its investment in VGE III Portfolio Ltd. (a Cayman Islands exempted
company), invest substantially all of their assets through VGEM.
E. VLFGP
|
|
(a)
|
Amount beneficially owned: 819,904
|
|
|
(b)
|
Percent of Class: 2.6%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 819,904
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 819,904
|
VLFGP serves as the investment manager of VLFM and has
the authority to dispose of and vote the shares of Common Stock directly owned by VLFM. VLFGP does not directly own any shares
of Common Stock.
Based on Rule 13d-3 of the Act, VLFGP may be deemed to
beneficially own the shares of Common Stock directly held by VLFM.
F. VLFM
|
|
(a)
|
Amount beneficially owned: 819,904
|
|
|
(b)
|
Percent of Class: 2.6%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 819,904
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 819,904
|
VLFM has the authority to dispose of and vote the shares
of Common Stock directly owned by it, which power may be exercised by its investment manager, VLFGP, and by VGI, an affiliate of
VLFGP, which provides managerial services to VLFM. Viking Long Fund LP (a Delaware limited partnership) and Viking Long Fund III
Ltd. (a Cayman Islands exempted company), through its investment in Viking Long Fund Intermediate L.P. (a Cayman Islands limited
partnership), invest substantially all of their assets through VLFM.
G. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet
|
|
(a)
|
Amount beneficially owned: 3,047,904
|
|
|
(b)
|
Percent of Class: 9.6%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 3,047,904
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 3,047,904
|
Mr. Halvorsen, Mr. Ott and Ms. Shabet, as Executive Committee
Members of Viking Global Partners LLC, general partner of VGI, VGP and VLFGP have shared authority to dispose of and vote the shares
of Common Stock beneficially owned by VGI, VGP and VLFGP. None of Mr. Halvorsen, Mr. Ott and Ms. Shabet directly owns any shares
of Common Stock.
Based on Rule 13d-3 of the Act, each may be deemed to
beneficially own the shares of Common Stock directly held by VGEII, VGEM and VLFM.
Mr. Halvorsen, Mr. Ott and Ms. Shabet each beneficially
own 3,047,904 shares of Common Stock consisting of (i) 44,560 shares of Common Stock directly and beneficially owned by VGEII,
(ii) 2,183,440 shares of Common Stock directly and beneficially owned by VGEM, and (iii) 819,904 shares of Common Stock directly
and beneficially owned by VLFM.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the
fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Yes, see Item 4.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security
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Being Reported on by the Parent Holding Company.
Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification. (if filing pursuant to Rule 13d-1(c))
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By signing below each Reporting Person certifies
that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and not held
in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 62477L017
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13G
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Page 22 of 22 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: April 16, 2021
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By:
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/s/ Scott M. Hendler
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Name: Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
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By:
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/s/ Scott M. Hendler
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Name: Scott M. Hendler on behalf of David C. Ott (2)
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By:
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/s/ Scott M. Hendler
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Name: Scott M. Hendler on behalf of Rose S. Shabet (3)
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(1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen,
individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as
an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING
GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG
FUND MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the
Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).
(2) Scott M. Hendler is signing on behalf of David C. Ott, individually
and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive
Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES
MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD.,
pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an
exhibit to a Form 13G filed by Mr. Ott on February 12, 2021 (SEC File No. 005-49737).
(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually
and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive
Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES
MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD.,
pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an
exhibit to a Form 13G filed by Ms. Shabet on February 12, 2021 (SEC File No. 005-49737).
EXHIBIT A - JOINT FILING AGREEMENT
This joint filing agreement is made and entered
into as of this 16th day of April, 2021, by and among
VIKING GLOBAL PARTNERS LLC, VIKING GLOBAL INVESTORS LP, VIKING GLOBAL
PERFORMANCE LLC, VIKING GLOBAL EQUITIES II LP VIKING GLOBAL EQUITIES MASTER LTD. VIKING LONG FUND GP LLC, VIKING LONG FUND MASTER
LTD., O. Andreas Halvorsen, David C. Ott and Rose S. Shabet.
The parties to this Agreement hereby agree
to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Forms 3, 4, or 5 or Schedules 13D
or 13G, and any and all amendments thereto and any other documents relating thereto (collectively, the “Filings”) as
required to be filed pursuant to the Securities Exchange Act of 1934, as amended. The parties to this Agreement further agree and
covenant that each will fully cooperate with such other parties in the preparation, timely filing, and delivery of all such Filings.
IN WITNESS WHEREOF, the parties hereto have
executed this agreement as of the date first set forth above.
Dated: April 16, 2021
By: /s/ Scott M. Hendler
Name: Scott M. Hendler on behalf of
O. Andreas Halvorsen (1)
By: /s/ Scott M. Hendler
Name: Scott M. Hendler on behalf of
David C. Ott (2)
By: /s/ Scott M. Hendler
Name: Scott M. Hendler on behalf of
Rose S. Shabet (3)
(1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen,
individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as
an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING
GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG
FUND MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the
Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).
(2) Scott M. Hendler is signing on behalf of David C. Ott individually
and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive
Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES
MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD.,
pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an
exhibit to a Form 13G filed by Mr. Ott on February 12, 2021 (SEC File No. 005-49737).
(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually
and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive
Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES
MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD.,
pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an
exhibit to a Form 13G filed by Ms. Shabet on February 12, 2021 (SEC File No. 005-49737).