Item 7.01 Regulation FD Disclosure.
Mountain & Co. I Acquisition Corp. (the "Company") encourages shareholders to
vote in favor of the proposal to amend the Company's Amended and Restated
Memorandum and Articles of Association (the "Articles Extension") to extend the
date by which the Company must complete a business combination from February 9,
2023 to November 9, 2023 (the "Extension"). As disclosed in the Company's
definitive proxy statement, filed with the SEC on January 19, 2023, a meeting of
the Company's shareholders ("Shareholder Meeting") to approve the Articles
Extension is scheduled to be held on February 6, 2023 at 10:00 a.m., Eastern
Time. The Extension will provide the Company with additional time to complete
its business combination.
Trust Account Payments in Connection with Proposed Extension of Completion
Period
On January 30, 2023, Mountain & Co. I Sponsor LLC, the Company's sponsor (or one
or more of its affiliates or designees) has agreed to advance to the Company, if
the Articles Extension is approved, (i) the lesser of $420,000 in the aggregate
or $0.06 for each public share that is not redeemed in connection with the
Shareholder Meeting, to be deposited in the Company's trust account (the "Trust
Account") on or before February 9, 2023, and (ii) commencing on March 9, 2023,
the lesser of $420,000 in the aggregate or $0.06 for each public share that is
not redeemed for each subsequent calendar month, or portion thereof, that the
Company requires to complete a business combination until the end of the
Extension, to be deposited in the Trust Account on or before the 9th day of each
calendar month. For example, if we complete a business combination on
November 9, 2023, which would represent nine calendar months, our Sponsor or its
designee would have made aggregate advances of the lesser of (i) $3,780,000 in
the aggregate or (ii) $0.54 per public share.
The advances are conditioned upon the implementation of the Extension and will
not occur if the Articles Extension is not approved or the Extension is not
implemented. The advances will not bear interest to our Sponsor or its designee
and will be repayable by the Company to our Sponsor or its designee upon the
earlier of: (i) the consummation of the business combination or (ii) our
liquidation. The Sponsor has waived any and all rights to the monies held in the
Trust Account with respect to those advances. At the option of the Sponsor, up
to $1,500,000 of the loan would be convertible into warrants identical to the
Company's private placement warrants, at $1.00 per warrant.
Without the Articles Extension, pursuant to the Company's existing Amended and
Restated Memorandum and Articles of Association, our Sponsor has the right, but
not the obligation, to deposit $2,300,000 in the Trust Account to extend the
date by which the Company must complete a business combination from February 9,
2023 to May 9, 2023. That extension would not require a shareholder vote and the
cost of that extension to the Sponsor would be approximately $0.033 per public
share for each calendar month, which would be advanced to the Company in the
form of a non-interest bearing loan. With the Articles Extension, the cost to
the Sponsor would be $0.06 per public share for each calendar month (assuming
not less than 16,000,000 public shares are redeemed), which is higher than
approximately $0.033 per public share, but the aggregate cost to the Sponsor for
each calendar month would be lower with the Articles Extension than with an
extension by the Sponsor without a shareholder vote.
The Company's shareholders of record at the close of business on the record
date, January 9, 2023, are entitled to vote at the Shareholder Meeting. Every
shareholder's vote is important, regardless of the number of shares held, and
the Company requests the prompt submission of votes.
In connection with the Shareholder Meeting, public shareholders may elect to
redeem their shares by demanding that the Company redeem such shares for a pro
rata portion of the funds held in the Trust Account, no later than 5:00 p.m.,
Eastern Time, two business days prior to the initially scheduled date of the
Shareholder Meeting (or February 2, 2023).
As disclosed in the Company's definitive proxy statement, filed with the SEC on
January 19, 2023, the Articles Extension is conditioned upon receipt of no more
than 17,250,000 public shares being put to the Company for redemption in
connection with the Shareholder Meeting; provided that the Company's Board of
Directors reserves the right to waive this condition and proceed with the
Articles Extension proposal, notwithstanding this condition, in its sole
discretion.
If shareholders have any questions, please call the Company's proxy solicitor,
Morrow Sodali LLC, at (800) 662-5200 (toll free); if you are a bank or broker,
please call (203) 658-9400 (collect).
Forward Looking Statements
This document includes forward-looking statements that involve risks and
uncertainties. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ from the forward-looking statements.
These forward-looking statements and factors that may cause such differences
include, without limitation, uncertainties relating to our ability to obtain
approval for the Articles Extension, our ability to complete our initial
business combination, and other risks and uncertainties indicated from time to
time in filings with the SEC, including "Risk Factors" in the Extension Proxy
Statement (as defined below) and in other reports we file with the SEC. The
Company expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
Additional Information and Where to Find It
THE COMPANY urges shareholders to read the definitive proxy statement filed with
the SEC on JANUARY 19, 2023 (the "Extension Proxy Statement"), as well as other
documents filed by THE COMPANY with the SEC, because these documents will
contain important information about THE COMPANY AND the Extension. Shareholders
may obtain copies of these documents (when available), without charge, at the
SEC's website at www.sec.gov or by directing a request to: Mountain & Co. I
Acquisition Corp., 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807,
Attn: Secretary.
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies of the Company shareholders.
Investors and security holders may obtain more detailed information regarding
the names, affiliations and interests of the Company's directors and officers in
the Extension Proxy Statement which may be obtained free of charge from the
sources indicated above.
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