Mountain I Acquisition : Material Agreement - Form 8-K

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.