UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): September 8, 2023
MOUNTAIN
& CO. I ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-41021 |
|
N/A |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
4001 Kennett Pike, Suite 302
Wilmington, Delaware 19807 |
|
19807 |
| (Address of principal executive offices) |
|
(Zip Code) |
+1 302 273 0765
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange
on which registered |
| Class
A ordinary shares, par value $0.0001 per share |
|
MCAA |
|
The Nasdaq Stock Market LLC |
| Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
MCAAW |
|
The Nasdaq Stock Market LLC |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
MCAAU |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
As previously
disclosed, on August 11, 2023, Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company (“Mountain”),
and Futbol Club Barcelona, a sport association (asociación deportiva) (“FCB”), entered into a Business
Combination Agreement (the “Business Combination Agreement”), by and among Mountain, FCB, and Barça Produccions
S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”).
On September 8, 2023, Mountain, FCB and BP entered into an amendment
to the Business Combination Agreement (the “Amendment”). The Amendment:
| · | amends and restates Section 7.3(e) of the Business Combination Agreement to provide that FCB’s
obligations to consummate the transactions contemplated by the Business Combination Agreement shall be subject to the condition that
the RemainCo Entities (as defined in the Business Combination Agreement) have received approximately
the following amounts in cash in connection with the sale of shares of Bridgeburg
Invest, S.L., a subsidiary of FCB and BP, by Orpheus Media, S.L.
(“Orpheus”) and Blaugrana Invest, S.á.r.l. (“Blaugrana”) to third parties by
the following specified dates: (i) €20 million on or prior to August 11, 2023 (which amount was received by the
RemainCo Entities on August 11, 2023), and (ii) €40 million in one or more payments (on terms and conditions no less favorable
to FCB than those set forth in the Shares Sale and Purchase Agreements, each dated as of August 11, 2023, by and among LIBERO
Football Finance AG, BP, Mountain, Orpheus and Blaugrana, respectively) on or prior to October 10, 2023 (the “Proceeds
Condition Deadline”, and the condition described in clauses (i) and (ii) above, the “Proceeds
Condition”). Section 7.3(e) of the Business Combination Agreement previously provided for the receipt of the
€40 million tranche described in clause (ii) above by the RemainCo Entities in two tranches, approximately €20 million
on or prior to August 11, 2023 and approximately €20 million on or prior to August 21, 2023, subject to extension in certain
circumstances. |
| · | inserts a new Section 8.1(h) to the Business Combination Agreement to provide that FCB
may, in its sole and absolute discretion, terminate the Business Combination Agreement (x) at any time from and after September 8, 2023
until the Proceeds Condition Deadline; provided, however, that this termination right is null and void if the Proceeds Condition is met prior to
the Proceeds Condition Deadline and FCB has not issued a termination notice pursuant to and in accordance with Section 8.1(h) prior
to the time at which the Proceeds Condition is met, and (y) if the Proceeds Condition has not been satisfied by the Proceeds Condition
Deadline. |
In advance of entering into the Amendment, Mountain received a letter
notifying it, among other things, that neither the Proceeds Condition nor the Proceeds Condition Deadline had been satisfied, and that
FCB and BP were not obligated under the Business Combination Agreement to consummate the transactions contemplated thereby. The agreements
by and among BP, Mountain, Orpheus, Blaugrana and the purchasers party thereto, dated as of August 11, 2023, with respect to the
funding contemplated by the Proceeds Condition are described in Item 1.01, “Other Agreements—Bridgeburg and Related Agreements”,
in Mountain’s current report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”)
on August 11, 2023 (Acc. No. 0001104659-23-090538). Following good faith negotiations
regarding the satisfaction of the Proceeds Condition and the Proceeds Condition Deadline, Mountain, FCB and BP entered into the Amendment.
There can be no assurance that additional third-party funding necessary
to satisfy the Proceeds Condition will be obtained by the Proceeds Condition Deadline. Furthermore, until the Proceeds Condition is satisfied,
FCB may, in its sole and absolute discretion, terminate the Business Combination Agreement at any time.
A copy of the Amendment is filed
with this current report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the
Amendment is qualified in its entirety by reference thereto.
Additional Information and Where to Find It
In connection with the proposed transaction,
a newly-formed Netherlands private limited liability company to be renamed Barça Media (“TopCo”)
intends to file with the SEC a registration statement (the “Registration Statement”) that will include a prospectus with respect
to TopCo’s securities to be issued in connection with the business combination and a proxy statement with respect to the shareholder
meeting of Mountain to vote on the business combination. Shareholders of Mountain and other interested persons are encouraged
to read, when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the SEC because these
documents will contain important information about TopCo, Bridgeburg Invest, S.L. (the “Company”), Mountain and the
business combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus
to be included in the Registration Statement will be mailed to shareholders of Mountain as of a record date to be established for voting
on the proposed transaction. Once available, shareholders of Mountain will also be able to obtain a copy of the Registration Statement,
including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Mountain &
Co. I Acquisition Corp., 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807. The preliminary and definitive proxy statement/prospectus
to be included in the Registration Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Mountain,
the Company and TopCo and their respective directors and executive officers may be considered participants in the solicitation of proxies
with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors
and executive officers of Mountain and their ownership is set forth in Mountain’s filings with the SEC, including its annual report
on Form 10-K for the year ended December 31, 2022 and subsequent filings, including quarterly reports on Form 10-Q and
Forms 4. Information about the Company and TopCo’s respective directors and executive officers and their ownership will be set forth
in the preliminary and definitive proxy statement/prospectus to be included in the Registration Statement. Additional information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Mountain’s shareholders in connection
with the potential transaction will be set forth in the preliminary and definitive proxy statement/prospectus to be included in the Registration
Statement. These documents are available free of 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.
Forward Looking Statements
This communication
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on
beliefs and assumptions and on information currently available to Mountain, the Company and TopCo. In some cases, you can identify
forward-looking statements by the following words: “budget,” “may,” “will,”
“could,” “would,” “should,” “forecast,” “future,” “might,”
“outlook,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “ongoing,” “target,” “seek” or the negative or plural of these
words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking
statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events
or circumstances, including strategies or plans as they relate to the proposed transaction, are also forward-looking statements.
These forward-looking statements involve risks, uncertainties and other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the information expressed or implied by these forward-looking
statements. Most of these factors are outside Mountain’s, the Company’s and TopCo’s control and are difficult to
predict. Forward-looking statements in this communication include, but are not limited to, statements regarding the proposed
transaction, including the timing and structure of the transaction, and the satisfaction of the closing conditions to the proposed
transaction, including Section 7.3(e) of the Business Combination Agreement. These forward-looking statements are subject to a
number of risks and uncertainties, including, among others: changes in domestic and foreign business, market, financial, political
and legal conditions; the ability to complete the business combination due to the requirement to obtain approval from
Mountain’s shareholders and FCB’s general assembly, and to satisfy other closing conditions in the Business Combination
Agreement, including Section 7.3(e) of the Business Combination Agreement; FCB’s ability, until the Proceeds Condition is
satisfied, to terminate the Business Combination Agreement at any time pursuant to Section
8.1(h) of the Business Combination Agreement; the parties’ ability to successfully negotiate and enter into the
ancillary agreements to the Business Combination Agreement, including, but not limited to, the content production and license
agreement; the occurrence of any event that could give rise to the termination of the Business Combination Agreement; the outcome of
any legal proceedings that have been or may be instituted against Mountain, the Company, FCB or others; the ability to recognize the
anticipated benefits of the proposed transaction; the amount of redemption requests made by Mountain’s public shareholders;
whether TopCo’s shares will be approved for listing on the Nasdaq Stock Market LLC and the ability to meet stock exchange
listing standards following the consummation of the proposed transaction; the risk that the proposed transaction disrupts current
plans and operations as a result of the announcement and thereafter; costs related to the proposed transaction; the Company’s
ability to grow and achieve its business objectives; the effects of competition on the Company’s future business;
changes in consumer viewing habits and the emergence of new content distribution platforms; the Company’s ability to execute a
digital media strategy that generates the revenue anticipated; the Company’s ability to maintain, enhance and protect and the
Company’s dependence on the popularity of FCB’s brand and reputation; the Company’s ability to adequately protect
against media piracy; the ability of Mountain, TopCo or the Company to issue equity or obtain financing in connection with the
proposed transaction or in the future; and other risks and uncertainties, including those to be included under the heading
“Risk Factors” in the Registration Statement to be filed by TopCo with the SEC and those included under the heading
“Risk Factors” in the annual report on Form 10-K for year ended December 31, 2022 of Mountain and in its
subsequent quarterly reports on Form 10-Q and other filings with the SEC.
The forward-looking statements in this communication
speak only as of the date of this communication. However, while Mountain, the Company and TopCo may elect to update these forward-looking
statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as representing the views of Mountain, the Company and TopCo as of any date subsequent
to the date of this communication.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to
sell or a solicitation of an offer to buy any securities of Mountain or TopCo, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the
Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 8, 2023 |
MOUNTAIN & CO. I ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Alexander Hornung |
| |
Name: |
Alexander Hornung |
| |
Title: |
Chief Financial Officer |
Exhibit 2.1
EXECUTION VERSION
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT
THIS AMENDMENT NO.1, dated
as of September 8, 2023, (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT, dated as of August 11,
2023 (the “Agreement”), by and among Futbol Club Barcelona, a sport association (asociación deportiva)
(“FCB”), Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”),
and Mountain & Co. I Acquisition Corp, a Cayman Islands exempted company (“Mountain”). FCB, BP and Mountain
shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.
W I T N E S S E T H
WHEREAS, the Parties entered
into the Agreement on August 11, 2023;
WHEREAS, pursuant to and in
accordance with Section 10.2 of the Agreement, the Agreement may be amended or modified prior to the Closing only by a
written agreement executed and delivered by Mountain on the one hand, and FCB, on the other hand; and
WHEREAS, the Parties desire
to amend certain terms of the Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration
of the above premises and the promises and the mutual covenants set forth herein and in the Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound thereby, the Parties hereby agree as follows:
SECTION 1. Amendments
to the Agreement.
Section 7.3(e) of
the Agreement is hereby amended and restated in its entirety as follows:
“(e) the
RemainCo Entities have received the following amounts in cash in connection with the Bridgeburg Agreements or other agreements or transactions
involving the sale of Bridgeburg Ordinary Shares by Orpheus or Blaugrana to third parties in connection with the sale, transfer or other
disposition of Bridgeburg Ordinary Shares by any RemainCo Entity or Bridgeburg Minority Shareholder to any third party) by the following
specified dates: (i) €20,090,497.74 on or before August 11, 2023 (the “First Tranche”) and (ii) €39,909,502.28
in one or more payments (the “Second Tranche”) on terms and conditions no less favorable to FCB than those set forth
in the Shares Sale and Purchase Agreement, dated as of August 11, 2023, by and among LIBERO Football Finance AG, Blaugrana, BP and
Mountain and the Shares Sale and Purchase Agreement, dated as of August 11, 2023, by and among LIBERO Football Finance AG, Orpheus,
BP and Mountain prior to or on October 10, 2023 (the “Proceeds Condition Deadline”, and the condition described
in the foregoing clauses (i) and (ii), the “Proceeds Condition”); provided, that the Proceeds Condition
shall be deemed satisfied in the event the RemainCo Entities receive the entire amount of the First Tranche and the Second Tranche following
the Proceeds Condition Deadline so long as FCB has not issued a termination notice pursuant to and in accordance with Article VIII
at the time at which the RemainCo Entities shall have received the entire amount of the First Tranche and the Second Tranche;”
A new sub-section 8.1(h) is
hereby added to Section 8.1 of the Agreement as follows:
“(h) by
FCB, in its sole and absolute discretion (x) at any time from and after September 8, 2023, until the Proceeds Condition Deadline;
provided that FCB’s termination right pursuant to this clause (x) shall be null and void if the Proceeds Condition is
met prior to the Proceeds Condition Deadline and FCB has not issued a termination notice pursuant to and in accordance with this Section 8.1(h) prior
to the time at which the Proceeds Condition is met and (y) if the Proceeds Condition has not been satisfied by the Proceeds Condition
Deadline.”
SECTION 2. Full
Force and Effect.
Each reference to “this
Agreement,” “hereunder,” “hereof” and other similar references set forth in the Agreement and each reference
to the Agreement in any other agreement, document or other instrument (including, for the avoidance of doubt, the Ancillary Documents)
shall, in each case, refer to the Agreement as modified by this Amendment. Except as and to the extent expressly modified by this Amendment,
the Agreement is not otherwise being amended, modified or supplemented and shall remain in full force and effect and is hereby in all
respects ratified and confirmed, and the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any
right, power or remedy of any party under the Agreement. For the avoidance of doubt, each reference in the Agreement, as amended hereby,
to “the date hereof”, the “date of this Agreement” and derivations thereof and other similar phrases shall continue
to refer to August 11, 2023.
SECTION 3. General
Provisions.
The provisions of Article 10
of the Agreement shall apply mutatis mutandis to this Amendment, and to the Agreement as modified by this Amendment, taken together
as a single agreement, reflecting the terms therein as modified hereby.
[Signature Page Follows]
IN WITNESS WHEREOF, each of
the Parties has caused this Amendment to be duly executed and delivered on its behalf as of the date first above written.
| |
FUTBOL CLUB BARCELONA |
| |
|
| |
By: |
/s/ Joan Laporta Estruch |
| |
|
Name: |
Mr. Joan Laporta Estruch |
| |
|
Title: |
President |
| |
|
| |
By: |
/s/ Eduard Romeu Barceló |
| |
|
Name: |
Mr. Eduard Romeu Barceló |
| |
|
Title: |
Vice-President of the Economic Area |
| |
BARÇA PRODUCCIONS S.L. |
| |
|
| |
By: |
/s/ Joan Laporta Estruch |
| |
|
Name: |
Mr. Joan Laporta Estruch |
| |
|
Title: |
President |
| |
|
| |
MOUNTAIN & CO. I ACQUISITION
CORP. |
| |
|
| |
By: |
/s/ Alexander Hornung |
| |
|
Name: |
Mr. Alexander Hornung |
| |
|
Title: |
Chief Financial Officer |
| |
|
[Signature Page to Amendment
No. 1 to Business Combination Agreement]
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