UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On September 14, 2023, upon the shareholders’ approval of the Trust Amendment Proposal (as defined below), Mountain & Co. I Acquisition Corp. (the “Company”), entered into an amendment (the “Trust Agreement Amendment No. 2”) to the Investment Management Trust Agreement, dated November 4, 2021 (as amended by Amendment No. 1 dated February 6, 2023, the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to allow the change of the date by which the Company must consummate its initial business combination from November 9, 2023 to March 9, 2024 (or such earlier date as determined by the Company’s board of directors) (the “Extension”).
The foregoing description is qualified in its entirety by reference to the Trust Agreement Amendment No. 2, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
On September 14, 2023, in connection with the Extension, the Company amended and restated that certain promissory note, dated February 6, 2023 (the “Promissory Note” and, as amended and restated, the “Amended and Restated Note”) previously issued by the Company to Mountain & Co. I Sponsor LLC (the “Sponsor”) to increase the maximum principal amount thereof from up to $3,780,000 to up to $4,740,000. Since the First Extension Meeting (as defined below), the Sponsor had advanced seven monthly payments of $420,000 each ($2,940,000 in the aggregate) under the Promissory Note (the “First Extension Advance”) to the Company’s trust account (the “Trust Account”). Promptly following September 9, 2023, the Sponsor paid $300,000 to the Trust Account, and thereafter has agreed to advance $300,000 for each subsequent calendar month, or portion thereof, commencing on October 9, 2023 until but not including March 9, 2024, that is needed to complete the Company’s initial business combination (the “Second Extension Advance”), unless the Sponsor determines, in its discretion, to terminate such further payments. In light of the pending business combination transaction with Futbol Club Barcelona, a sport association, the Sponsor and the Company agreed that, as of September 9, 2023, the Second Extension Advance shall supersede the First Extension Advance.
The Amended and Restated Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the liquidation of the Company.
At the option of the Sponsor, up to $1,500,000 of the advances (including advances previously made by the Sponsor) may be converted into warrants to purchase Class A ordinary shares of the Company identical to the private placement warrants, at $1.00 per warrant.
The foregoing description is qualified in its entirety by reference to the Amended and Restated Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 14, 2023, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Articles”) with the Registrar of Companies in the Cayman Islands. The Extension Amendment changes the date by which the Company must consummate its initial business combination from November 9, 2023 to March 9, 2024 (or such earlier date as determined by the Company’s board of directors).
The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On September 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Shareholder Meeting”). At the close of business on the record date of the Shareholder Meeting, there were 12,215,038 Class A ordinary shares and 5,750,000 Class B ordinary shares outstanding (collectively, the “Ordinary Shares”), each of which was entitled to one vote with respect to the proposal (i) to amend the Company’s Amended and Restated Memorandum and Articles of Association to change the date by which the Company has to consummate a business combination from November 9, 2023 to March 9, 2024 (or such earlier date as determined by the Company’s board of directors) (the “Extension Amendment Proposal”) and (ii) to amend the Trust Agreement to allow the Extension (the “Trust Agreement Amendment Proposal”). Both proposals are described in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on August 30, 2023. A summary of the voting results at the Shareholder Meeting is set forth below.
Each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal was approved by the Company’s shareholder as follows:
| For | Against | Abstain | |
| Extension Amendment Proposal | 15,279,646 | 744,045 | 0 |
| Trust Agreement Amendment Proposal | 15,279,646 | 744,045 | 0 |
Shareholders holding 701,973 Class A ordinary shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $7.8 million (approximately $11.05 per share) will be removed from the Trust Account to pay such redeeming holders.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description of Exhibits | |
| 3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association of the Company. | |
| 10.1 | Amendment No. 2 to Investment Management Trust Agreement, dated November 4, 2021, as amended by Amendment No. 1 dated February 6, 2023. | |
| 10.2 | Amended and Restated Promissory Note issued to the Sponsor. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOUNTAIN & CO. I ACQUISITION CORP. | |||
| Date: September 15, 2023 | By: | /s/ Alexander Hornung | |
| Name: | Alexander Hornung | ||
| Title: | Chief Financial Officer | ||