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Brigade-M3 European Acquisition Corp. Redemption notice

Brigade-M3 European Acquisition Corp. (the "Company"), a special purpose acquisition company that was incorporated on 21 April 2021 under the laws of the Cayman Islands as an exempted company with limited liability and is listed on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam"), today announces that it will not conclude a business combination before its business combination deadline on 14 June 2023 (the "Business Combination Deadline"). Therefore, the board of directors of the Company (the "Board") resolved to initiate the redemption of all listed unit shares and ordinary shares in the share capital of Company (the "Units" and "Ordinary Shares", respectively) following the Business Combination Deadline in accordance with the terms and conditions for the redemption of the Units and Ordinary Shares in the Company's articles of association and as disclosed in the Company's IPO prospectus dated 8 December 2021 (the "Prospectus").

Since the Company became listed on Euronext Amsterdam on 14 December 2021, the Company has been searching for a target to consummate a business combination. During this period, the Company has investigated various potential targets and held explorative talks with a selection of them, but despite extensive efforts to date, the Company has not been able to find a suitable target for a business combination. As the Business Combination Deadline is forthcoming, the Board deems it highly unlikely that the Company will be able to complete a business combination before the Business Combination Deadline and, therefore, the Board has decided to initiate the redemption of the Units and Ordinary Shares following the Business Combination Deadline. In accordance with the disclosure in the Prospectus, the Company will procure that the amount held in the Escrow Account will be returned to the holders of Units and Ordinary Shares as promptly as reasonably possible but not more than ten trading days after the Business Combination Deadline.

Holders of Units and Ordinary Shares will receive redemption proceeds from the Escrow Account through payment by the Company's Listing Agent, at an expected price per Unit or Ordinary Share of $10.20 plus accrued interest (this amount comprises of (i) $10.00 initial subscription price; (ii) $0.20 escrow overfunding by the Company's sponsor; and (iii) the pro rata part of the accrued interest on the Escrow Account). Holders of Units and Ordinary Shares will receive this payment in exchange for the delivery of the Units or Ordinary Shares via the shareholder’s intermediary to the Listing Agent. As a result of the Company not completing a business combination before the Business Combination Deadline, the public warrants and the sponsor warrants will automatically expire without value on the Business Combination Deadline in line with the terms and conditions of the warrants and the disclosure in the Prospectus. There will be no distribution of proceeds or otherwise from the Escrow Account with respect to the public warrants or the sponsor warrants.

Indicative timetable

The timetable below sets forth certain expected key dates for the redemption of the Units and Ordinary Shares.

Event

   

Date

Business Combination Deadline

   

14 June 2023

Last trading day

14 June 2023

Expiration of sponsor warrants and public warrants

   

15 June 2023

Record date for the redemption of Units and Ordinary Shares

   

16 June 2023

Payment of redemption proceeds

   

20 June 2023

Redemption of Units and Ordinary Shares

   

21 June 2023

Post-Redemption

Following the Business Combination Deadline and the redemption of the Units and Ordinary Shares (and the expiration of the public warrants and the sponsor warrants), the only outstanding securities of the Company will be the sponsor shares. The Board intends to seek sponsor shareholder approval to adopt amended and restated memorandum and articles of association in order to facilitate the re-purposing and continuation of the Company, subject to additional capital being committed by the sponsor for such purpose. The redeemed Units and Ordinary Shares will be held in treasury by the Company for the purpose of re-allocating such Units and Ordinary Shares in the future.

IMPORTANT INFORMATION

This press release contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

DISCLAIMER

This announcement is not for distribution or release, directly or indirectly, and should not be distributed in or sent into, the United States, Australia, Canada, Japan, the Cayman Islands or South Africa or any other jurisdiction in which such distribution or release would be unlawful or would require registration or other measures. This announcement does not contain or constitute an offer of securities for sale or an invitation or offer to the public for securities in any jurisdiction.

In the EEA, this announcement is only directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (EU 2017/1129) as amended. In the United Kingdom, this announcement is directed only at “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (EU) No 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

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