Mudrick Capital Acquisition Holdings II LLC

Row 1 · Balance Not disclosed

F1: As described in the issuer's registration statement on Form S-1 (File No. 333-249402) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.

F2: These shares represent Class B common stock held by Mudrick Capital Acquisition Holdings II LLC, acquired pursuant to a subscription agreement by and between Mudrick Capital Acquisition Holdings II LLC and the issuer. The Class B common stock owned by reporting persons includes up to 1,031,250 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

F3: Mudrick Capital Management, L.P. is the managing member of Mudrick Capital Acquisition Holdings II LLC and has voting and investment discretion with respect to the securities held by Mudrick Capital Acquisition Holdings II LLC. Jason Mudrick is the sole member of Mudrick Capital Management, LLC, the general partner of Mudrick Capital Management, L.P. As such, Mudrick Capital Management, L.P., Mudrick Capital Management, LLC and Jason Mudrick may be deemed to have beneficial ownership of the common stock held directly by Mudrick Capital Acquisition Holdings II LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.