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 February 6, 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”) to the Investment Management Trust Agreement, dated November 4, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to allow the extension of the date by which the Company must consummate its initial business combination from February 9, 2023 to November 9, 2023 (the “Extension”).
The foregoing description is qualified in its entirety by reference to the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
On February 6, 2023, the Company issued a promissory note (the “Note”) in the principal amount of up to $3,780,000 to Mountain & Co. I Sponsor LLC (the “Sponsor”), in connection with the Extension. The Sponsor will initially pay $420,000 of such funds to the Company’s trust account (the “Trust Account”) on or before February 9, 2023, and thereafter the same amount for each subsequent calendar month, or portion thereof, commencing on March 9, 2023 until November 9, 2023, that is needed to complete an initial business combination.
The 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.
Any amendments to the Note and the loan may be made with the written consent of the Sponsor and the Company.
The foregoing description is qualified in its entirety by reference to the 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 February 7, 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 extends the date by which the Company must consummate its initial business combination from February 9, 2023 to November 9, 2023.
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 February 6, 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, each Class A ordinary share and Class B ordinary share outstanding (collectively, the “Ordinary Shares”) 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 extend the date by which the Company has to consummate a business combination from February 9, 2023 to November 9, 2023 (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 January 19, 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 | 17,393,794 | 1,042,231 | 0 | ||||
| Trust Agreement Amendment Proposal | 17,393,794 | 1,042,231 | 0 |
Shareholders holding 10,784,962 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 $113.0 million (approximately $10.48 per share) will be removed from the Trust Account to pay such redeeming holders, and approximately $128.0 million will remain in the Trust Account.
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 to Investment Management Trust Agreement, dated November 4, 2021. | |
| 10.2 | 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: February 7, 2023 | By: | /s/ Dr. Cornelius Boersch | |
| Name: | Dr. Cornelius Boersch | ||
| Title: | Chief Executive Officer | ||