M3-Brigade Acquisition II Corp. (NYSE:MBAC-WT) operates as a blank check company, or special purpose acquisition company (SPAC), whose sole purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; it focuses primarily on North American companies impacted by the COVID-19 pandemic or those in the renewable energy sector (or related products or services) with an enterprise value of at least $1 billion. The company holds no significant operating assets or liabilities other than investment of proceeds from its initial public offering into U.S. Treasury securities held in a trust account. Incorporated in Delaware on December 16, 2020, and headquartered in New York, NY, it completed its IPO of 40,000 units at $10 each on March 8, 2021, generating $400 million in gross proceeds.
In August 2021, M3-Brigade Acquisition II entered into a merger agreement valued at approximately $2.85 billion with Syniverse Technologies LLC, a global communications technology provider; the deal included up to $1.165 billion in cash proceeds, comprising trust funds, a $265 million PIPE financing, and a potential $750 million investment from Twilio Inc., with Syniverse shareholders rolling 100% of their equity to own about 40% of the combined entity. The merger terminated mutually in February 2022 due to unfavorable market conditions and excessive stockholder redemptions exceeding minimum trust thresholds, prompting cancellation of a planned special stockholder meeting. Unable to identify and complete an alternative business combination by its extended deadline, the company redeemed all outstanding Class A common stock on November 30, 2023, at approximately $10.44 per share from trust proceeds, with the last trading day for its shares, units, and warrants (MBAC-WT) on or about December 8, 2023.