By Order of the Board of Directors of Mountain & Co. I Acquisition Corp. /s/ Dr. Cornelius Boersch Dr. Cornelius Boersch Chief Executive Officer and Director |
By Order of the Board of Directors of Mountain & Co. I Acquisition Corp. /s/ Dr. Cornelius Boersch Dr. Cornelius Boersch Chief Executive Officer and Director February 23, 2024 |
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| | | | Number of Additional Public Shares Required To Approve Proposal | | | | | Number of Additional Public Shares Required To Approve Proposal | | ||||||||||||||||
Proposal | | Approval Standard | | If Only Quorum is Present and All Present Shares Cast Votes | | If All Shares Are Present and All Present Shares Cast Votes | | | Approval Standard | | If Only Quorum is Present and All Present Shares Cast Votes | | If All Shares Are Present and All Present Shares Cast Votes | | ||||||||||||
Extension Amendment Proposal | | Special Resolution(1) | | 3,833,334 | | 13,416,667 | | | Special Resolution(1) | | | | 4,356 | | | | | 5,758,710 | | | ||||||
Trust Agreement Amendment Proposal | | Ordinary Resolution(2) | | 3,593,751 | | 12,937,501 | | | Ordinary Resolution(2) | | | | 0 | | | | | 5,470,993 | | | ||||||
Adjournment Proposal | | Ordinary Resolution(2) | | 1,437,501 | | 8,625,001 | | | Ordinary Resolution(2) | | | | 0 | | | | | 2,881,533 | | |
| | Class B Ordinary Shares(2) | | Class A Ordinary Shares | | | Class B Ordinary Shares(2) | | Class A Ordinary Shares | | ||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owners(1) | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | ||||||||||||||||||||||||||||||||
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Mountain & Co. I Sponsor LLC (our Sponsor) | | | | 5,075,000 | | | | | 17.6%(3) | | | | | — | | | | | — | | | | | | 5,075,000 | | | | | 17.6%(3) | | | | | — | | | | | — | | | ||||||||
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (5) | | | | — | | | | | — | | | | | 1,350,700 | | | | | 5.9% | | | |||||||||||||||||||||||||||||
Highbridge Capital Management, LLC(6) | | | | — | | | | | — | | | | | 1,406,888 | | | | | 6.1% | | | |||||||||||||||||||||||||||||
Saba Capital Management, L.P.(7) | | | | — | | | | | — | | | | | 1,650,000 | | | | | 7.2% | | | |||||||||||||||||||||||||||||
Fir Tree Capital Management LP(5) | | | | — | | | | | — | | | | | 934,813 | | | | | 8.1% | | | |||||||||||||||||||||||||||||
Meteora Capital LLC(6) | | | | — | | | | | — | | | | | 1,001,825 | | | | | 8.7% | | | |||||||||||||||||||||||||||||
First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC (7) | | | | — | | | | | — | | | | | 1,089,517 | | | | | 9.5% | | | |||||||||||||||||||||||||||||
Westchester Capital Management, LLC, Westchester Capital Partners, LLC, Virtus Investment Advisers, Inc. and The Merger Fund (8) | | | | — | | | | | — | | | | | 1,019,543 | | | | | 9.0% | | | |||||||||||||||||||||||||||||
Mizuho Financial Group, Inc.(9) | | | | — | | | | | — | | | | | 829,044 | | | | | 7.2% | | | |||||||||||||||||||||||||||||
Polar Asset Management Partners Inc. (10) | | | | — | | | | | — | | | | | 593,797 | | | | | 5.2% | | | |||||||||||||||||||||||||||||
Wolverine Asset Management, LLC(11) | | | | — | | | | | — | | | | | 795,103 | | | | | 6.9% | | | |||||||||||||||||||||||||||||
Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Dr. Cornelius Boersch | | | | 20,000 | | | | | —*(4) | | | | | — | | | | | — | | | | | | 20,000 | | | | | —*(4) | | | | | — | | | | | — | | | ||||||||
Daniel Wenzel | | | | 20,000 | | | | | —*(4) | | | | | — | | | | | — | | | | | | 20,000 | | | | | —*(4) | | | | | — | | | | | — | | | ||||||||
Alexander Hornung | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | ||||||||
Prof. Dr. Utz Claassen | | | | 550,000 | | | | | 1.9% | | | | | — | | | | | — | | | | | | 550,000 | | | | | 1.9% | | | | | — | | | | | — | | | ||||||||
Miles Gilburne | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | ||||||||
Dr. Phillip Rösler | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | ||||||||
Winston Ma | | | | 25,000 | | | | | —* | | | | | — | | | | | — | | | | | | 25,000 | | | | | —* | | | | | — | | | | | — | | | ||||||||
All officers and directors as a group (7 individuals) | | | | 675,000 | | | | | 2.3% | | | | | — | | | | | — | | |
| | | Class B Ordinary Shares(2) | | | Class A Ordinary Shares | | ||||||||||||||||||
Name of Beneficial Owners(1) | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class | | ||||||||||||
All officers and directors as a group (7 individuals) | | | | | 675,000 | | | | | | 2.3% | | | | | | — | | | | | | — | | |
Proposal No. 1 — The Extension Amendment Proposal — RESOLVED, asa special resolution that subject to the approval of Proposal No. 2 — theTrust Agreement Amendment Proposal:a) Article 49.8 of the Company’s Amended and Restated Memorandumand Articles of Association be deleted in its entirety and replaced with thefollowing new Article 49.8:“In the event that the Company does not consummate a BusinessCombination upon the date which is the later of (i) November 9, 2024 (orsuch earlier date as determined by the board of Directors), and (ii) suchlater date as may be approved by the Members in accordance with theArticles (in any case, such date being referred to as the “TerminationDate”), the Company shall (a) cease all operations except for the purposeof winding up; (b) as promptly as reasonably possible but not more thanten business days thereafter, redeem the Public Shares, at a per-Shareprice, payable in cash, equal to the aggregate amount then on deposit in theTrust Account, including interest earned on the funds held in the TrustAccount and not previously released to the Company (less taxes payableand up to US$100,000 of interest to pay dissolution expenses), divided bythe number of the then-outstanding Public Shares, which redemption willcompletely extinguish public Members’ rights as Members (includingthe right to receive further liquidation distributions, if any); and (c) aspromptly as reasonably possible following such redemption, subject to theapproval of the Company’s remaining Members and the Directors,liquidate and dissolve, subject in each case to its obligations underCayman Islands law to provide for claims of creditors and torequirements of other Applicable Law.”b) Article 49.9(a) of the Company’s Amended and Restated Memorandumand Articles of Association be deleted in its entirety and replaced with thefollowing new Article 49.9(a):“to modify the substance or timing of the Company’s obligation to allowredemption in connection with a Business Combination or redeem 100 percent of the Public Shares if the Company does not consummate a BusinessCombination by November 9, 2024 (or such earlier date as determined bythe board of Directors), or such later date as the Members may approve inaccordance with the Articles; or”c) Article 49.11(b) of the Company’s Amended and Restated Memorandumand Articles of Association be deleted in its entirety and replaced with thefollowing new Article 49.11(b):“vote as a class with Public Shares on a Business Combination or on anyother proposal presented to Members prior to or in connection with theconsummation of a Business Combination or to approve an amendment tothe Memorandum or Articles to (i) extend the time the Company has toconsummate a Business Combination beyond November 9, 2024 or(ii) amend the foregoing provisions of this Article.”FORAGAINST ABSTAINProposal | |||||||||||