Mountain & Co. I Acquisition Corp.

07/02/2024 | Press release | Distributed by Public on 07/02/2024 14:16

Termination of Material Agreement Form 8 K

Item 1.02
Termination of a Material Definitive Agreement.

On August 11, 2023, Mountain & Co. I Acquisition Corp., a Cayman Islands exempted company ("MCAA"), and Futbol Club Barcelona, a sport association (asociación deportiva) ("FCB"), entered into a Business Combination Agreement, by and among MCAA, FCB, and Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB, as amended on September 8, 2023, as amended and restated on October 26, 2023, and as amended on April 15, 2024 (the "Amended and Restated Business Combination Agreement").

As previously disclosed, on June 28, 2024, MCAA and FCB announced the termination of the Amended and Restated Business Combination Agreement. MCAA is filing this Current Report on Form 8-K to provide disclosures required by this Item 1.02 with respect to the related termination agreement (the "Termination Agreement"), dated June 28, 2024, between the parties. Pursuant to the Termination Agreement, among other items, (i) the Amended and Restated Business Combination Agreement is terminated in its entirety, (ii) MCAA, for itself, and on behalf of its affiliates, fully releases and discharges FCB and its representatives from all Mountain Released Claims (as defined in the Termination Agreement), and (iii) FCB, for itself, and on behalf of its affiliates, fully releases and discharges MCAA and its representatives from all FCB Released Claims (as defined in the Termination Agreement), in each case with respect to the Amended and Restated Business Combination Agreement, the Ancillary Documents (as defined in the Amended and Restated Business Combination Agreement) and the transactions contemplated by the Amended and Restated Business Combination Agreement, in each case except for any claims, if any, based upon a breach of the Termination Agreement or in the case of fraud or any willful and material breach of the Amended and Restated Business Combination Agreement and for customary obligations that survive the termination thereof (such as confidentiality obligations).

Upon the termination of the Amended and Restated Business Combination Agreement, the Sponsor Support Agreement, dated as of August 11, 2023, by and among Mountain & Co. I Sponsor LLC, certain other holders set forth on Schedule I thereto, MCAA and BP was automatically terminated in accordance with its terms.

The parties reached the decision to mutually agree to terminate the Amended and Restated Business Combination Agreement to focus on other near-term business opportunities. MCAA intends to pursue alternative business combination opportunities.

A copy of the Termination Agreement is filed with this current report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Termination Agreement is qualified in its entirety by reference thereto.