UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 | ||
Exhibit 3.1
EXTENSION AMENDMENT
AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
MOUNTAIN & CO. I ACQUISITION CORP.
RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended as follows:
| 1.1 | Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following: |
“[reserved].”
| 1.2 | Article 49.8 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8: |
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) March 9, 2024 (or such earlier date as determined by the board of Directors), and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and to requirements of other Applicable Law.”
| 1.3 | Article 49.9(a) of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.9(a): |
“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by March 9, 2024 (or such earlier date as determined by the board of Directors), or such later date as the Members may approve in accordance with the Articles; or”
| 1.4 | Article 49.11(b) of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11(b): |
“vote as a class with Public Shares on a Business Combination or on any other proposal presented to Members prior to or in connection with the consummation of a Business Combination or to approve an amendment to the Memorandum or Articles to (i) extend the time the Company has to consummate a Business Combination beyond March 9, 2024 or (ii) amend the foregoing provisions of this Article.”
Exhibit 10.1
AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST
AGREEMENT
This Amendment No. 2 (this “Amendment”), dated as of September 14, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Mountain & Co. I Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of November 4, 2021 (as amended by Amendment No. 1 dated February 6, 2023, the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;
WHEREAS, at an Extraordinary General Meeting of the Company held on September 14, 2023 (the “Extraordinary General Meeting”), the Company’s shareholders approved (i) a proposal to amend, by way of special resolution, the Company’s Amended and Restated Memorandum and Articles of Association to change the date (the “Termination Date”) by which the Company has to consummate a business combination (the “Articles Extension”) from November 9, 2023 (the “First Extended Termination Date”) to March 9, 2024 (or such earlier date as determined by the Company’s board of directors, or “Board”) (the “Second Extended Termination Date”); and (ii) a proposal to amend the Trust Agreement to allow the Articles Extension; and
NOW THEREFORE, IT IS AGREED:
1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and, in the case of Exhibit B, less up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the later of (i) March 9, 2024 (or such earlier date as determined by the Board), and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of the Last Date; provided, however, that in the event the Trustee receives a Termination Letter in the form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the Last Date, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders.”
2. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
4. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[signature page follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | ||
| /s/ Francis Wolf | ||
| Name: | Francis Wolf | |
| Title: | Vice President | |
| MOUNTAIN & CO. I ACQUISITION CORP. | ||
| /s/ Alexander Hornung | ||
| Name: | Alexander Hornung | |
| Title: | Chief Financial Officer | |
[Signature Page to Trust Agreement Amendment]
Exhibit 10.2
THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR, AT MAKER’S REQUEST, AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED PROMISSORY NOTE
| Principal Amount: Up to $4,740,000 | Dated as of September 14, 2023 |
WHEREAS, on February 6, 2023, Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (the “Maker”), issued that certain Promissory Note (the “Original Note”) to Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”); and
WHEREAS, Maker and Payee desire to amend and restate in its entirety the Original Note on the terms and conditions provided in this Note.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by each of the parties hereto, the parties agree as follows:
Maker, promises to pay to the order of Payee, or order, the principal sum of up to $4,740,000 or such lesser amount as shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The entire unpaid principal balance of this Note shall be payable by the Maker on the earlier of (such date, the “Maturity Date”), subject to Section 14 below, (a) the date on which Maker consummates its initial business combination and (b) the date of the liquidation of Maker. The principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Balance. The principal of this Note may be increased from time to time prior to the Maturity Date upon payments from time to time by Payee, in the form of non-interest bearing, unsecured loans to Maker, for deposit into Maker’s trust account (the “Trust Account”) established in connection with Maker’s initial public offering (the “IPO”); provided, however, that the maximum principal balance collectively under this Note may not exceed $4,740,000.
3. Interest. No interest shall accrue on the unpaid principal balance of this Note.
4. Application of Payments. Notwithstanding Section 2 above, all payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, and then to the reduction of the unpaid principal balance of this Note.
5. Use of Proceeds. The Maker hereby represents, warrants and covenants to the Payee, that the entire principal amount will be used by the Maker solely for deposit into the Trust Account.
6. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay any principal amount due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Breach of Use of Proceeds. Failure by Maker to comply with the provisions of Section 5 of this Note.
(c) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(d) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
7. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 6(a) or Section 6(b) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 6(c) or Section 6(d), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Enforcement Costs. In case any principal of this Note is not paid when due, Maker shall be liable for all costs of enforcement and collection of this Note incurred by the Payee and any other Holders (as defined below), including but not limited to reasonable attorneys’ fees and expenses.
9. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
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10. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. Any failure of the Payee to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter. The Payee may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar import or other conditions, without waiving any of its rights.
11. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
12. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
13. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
14. Trust Waiver. Notwithstanding anything herein to the contrary, but subject to the following sentence of this Section 14, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account conducted by the Maker (including the deferred underwriters’ discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement that occurred immediately prior to the closing of the IPO were deposited, as described in greater detail in Maker’s Registration Statement on Form S- 1 (333-259034) filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, the Payee does not waive any Claims and does not waive its rights to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for distributions of remaining funds released to the Maker from the Trust Account following redemptions or other distributions to the Maker’s public shareholders.
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15. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
16. Assignment. This Note binds and is for the benefit of the successors and permitted assigns of the Maker and the Payee. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, that upon the announcement of an initial business combination of Maker, or occurrence and during the continuation of an Event of Default, Payee shall have the right to assign this Note in its discretion without the consent of Maker.
17. Conversion.
(a) Notwithstanding anything contained in this Note to the contrary, at Payee’s option, but not the obligation, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert the unpaid principal balance of this Note or a portion thereof, in each case not exceeding an aggregate amount of $1,500,000, into that number of warrants, each whole warrant exercisable for one share of Class A ordinary shares, $0.0001 par value per share, of the Maker (the “Conversion Warrants”), equal to the principal amount of the Note so converted divided by $1.00 (rounded down to the nearest whole share). The Conversion Warrants shall be identical to the warrants issued by Maker to Payee in a private placement that took place immediately prior to the closing of the IPO. The Conversion Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, shall be entitled to the registration rights set forth in Section 18 hereof.
(b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates or their designees) (Payee or such other persons, the “Holders”) the Conversion Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws.
(c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto.
(d) The Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.
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18. Registration Rights.
(a) Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of November 4, 2021 (the “Registration Rights Agreement”). All capitalized terms used in this Section 18 but not defined herein shall have the same meanings ascribed to them in the Registration Rights Agreement.
(b) The Holders shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement.
(c) The Holders shall also be entitled to include the Conversion Warrants and their underlying securities in Piggyback Registrations, which shall be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration.
(d) Except as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights Agreement.
[Signature page follows]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| Mountain & Co. I Acquisition Corp. | |||
| By: | /s/ Alexander Hornung | ||
| Name: | Alexander Hornung | ||
| Title: | Chief Financial Officer | ||
[Signature Page to Promissory Note]