SPECIMEN UNIT CERTIFICATE
NUMBER UNITS U-
| || |
SEE REVERSE FOR
| ||M3-Brigade Acquisition II Corp.|
UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK
THIS CERTIFIES THAT is the owner of Units.
Each Unit (Unit) consists of one (1) share of Class A common stock, par value $0.0001 per share (Common Stock), of M3-Brigade Acquisition II Corp., a Delaware corporation (the Company), and one-third (1/3) of one redeemable warrant (each whole warrant, a Warrant). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $11.50 per stock (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Companys completion of a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each, a Business Combination), and (ii) twelve (12) months from the closing of the Companys initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the Expiration Date). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to , 2021, unless Cantor Fitzgerald & Co. elects to allow earlier separate trading, subject to the Companys filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate trading will begin. No fractional warrants will be issued upon separation of the Units and only warrant are exerciseable. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.
Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class A Common Stock and Warrants comprising such Units.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signatures of its duly authorized officers.
| || || || || || || || |
| || || || |
| || || || || || || || |
| || || |
Chief Executive Officer
| || || || || || |
Chief Financial Officer