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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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 | ||