M3-Brigade Acquisition II Corp. (MBAC)

M3-Brigade Acquisition II Corp. was a special purpose acquisition company sponsored by affiliates of restructuring firm M3 Partners and investment manager Brigade Capital Management. It raised about $400 million in a 2021 initial public offering on the New York Stock Exchange, with its Class A shares trading as MBAC and units and warrants under related symbols. Like other SPACs, it held the IPO proceeds in a trust account invested in government securities while its management looked for a private company to take public.

In August 2021 the SPAC agreed to merge with Syniverse Technologies, a Tampa-based provider of mobile messaging and roaming services, in a deal that valued Syniverse at about $2.85 billion and included an investment from Twilio. Shareholders were scheduled to vote on February 9, 2022, but the parties terminated the agreement that morning because heavy expected redemptions would have left the deal short of its $375 million minimum cash condition.

The sponsors kept searching for a target, and shareholders voted to extend the deadline from March 8, 2023 to December 8, 2023. No new combination was announced in time. The company said it would redeem all public shares for about $10.60 each from the trust account, with the shares, units and warrants expected to last trade on or about December 8, 2023 and the warrants expiring worthless.

The redemption took effect around December 13, 2023, after which the NYSE filed to delist the securities and the company deregistered. The sponsor group later launched a separate blank-check vehicle under a similar name. Public shareholders recovered their trust value plus interest, while the sponsors lost the capital they had invested to run the vehicle. The outcome was common for SPACs of the 2021 class, many of which were unable to close deals as market conditions for new listings worsened.