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)
© Edgar Online, source Glimpses