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
Date of Report (Date of earliest event reported):
March
11, 2024 (
(Exact Name of Registrant as Specified in its Charter)
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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Item 1.01 Entry into a Material Definitive Agreement
On March 8, 2024, 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. 3”) to the Investment Management Trust Agreement, dated November 4, 2021 (as amended by Amendment No. 1 dated February 6, 2023 and Amendment No. 2 dated September 14, 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 March 9, 2024 to November 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. 3, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 8, 2024, 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 March 9, 2024 to November 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 March 8, 2024, 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 11,513,065 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 March 9, 2024 to November 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 February 23, 2024. 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 | 14,867,814 | 147,333 | 0 | |||||||||
| Trust Agreement Amendment Proposal | 14,867,814 | 147,333 | 0 | |||||||||
Shareholders holding 3,133,293 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 $35.8 million (approximately $11.42 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. 3 to Investment Management Trust Agreement, dated November 4, 2021, as amended by Amendment No. 1 dated February 6, 2023 and Amendment No. 2 dated September 14, 2023. | |
| 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: March 11, 2024 | 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 49.8 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) November 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.”
| 1.2 | 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 November 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”
| 1.3 | 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 November 9, 2024 or (ii) amend the foregoing provisions of this Article.”
Exhibit 10.1
AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST
AGREEMENT
This Amendment No. 3 (this “Amendment”), dated as of March 8, 2024, 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 and Amendment No. 2 dated September 14, 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 March 8, 2024 (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 March 9, 2024 (the “Second Extended Termination Date”) to November 9, 2024 (or such earlier date as determined by the Company’s board of directors, or “Board”) (the “Third 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) November 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]