UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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)

Registrant’s telephone number, including area code: +1 302 273 0765

Not Applicable

(Former name or former address, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~November~~September 1425, ~~2023~~2024, there were 1113,~~513~~854,~~065~~772 shares of the Class A ordinary shares, $0.0001 par value, and 5275,~~750,~~000 shares of Class B ordinary shares $0.0001 par value, issued and outstanding.

Table of Contents

MOUNTAIN & CO .I ACQUISITION CORP.

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of ~~September~~March 3031, ~~2023~~2024 (Unaudited) and December 31, ~~2022~~2023	1
	~~Unaudited~~ Condensed Unaudited Statements ofOf Operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023	2
	~~Unaudited~~ Condensed Unaudited Statements ofOf Changes inIn Shareholders’ Deficit for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023	3
	~~Unaudited~~ Condensed Unaudited Statements ofOf Cash Flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023	4
	Notes toTo ~~Unaudited~~ Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2123
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2831
Part II. Other Information		29
Item 4.	Controls and Procedures.	31
Item 1.	Legal Proceedings	29
Part II. Other Information		32
Item 1A.	Risk Factors	29
Item 1.	Legal Proceedings.	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 1A.	Risk Factors.	32
Item 3.	Defaults Upon Senior Securities	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32
Item 4.	Mine Safety Disclosures	29
Item 3.	Defaults Upon Senior Securities.	32
Item 5.	Other Information	29
Item 4.	Mine Safety Disclosures.	32
Item 6.	Exhibits	30
Item 5.	Other Information.	32
Part III. Signatures		32
Item 6.	Exhibits	33
Signatures		35

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MOUNTAIN & CO .I ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	~~September~~March 3031, ~~2023~~2024		December 31, ~~2022~~2023
	(Unaudited)
Assets
Current Assets
Cash	$	9119,~~629~~197	$	3468,~~186~~536
Receivable from Sponsor		—		~~257~~600,~~478~~000
Prepaid expenses		587,~~273~~973		~~347~~1,~~876~~307
Total Current Assets		~~149~~27,~~902~~170		~~639~~669,~~540~~843
Investments held in Trust Account		~~127~~96,~~562~~015,~~236~~382		~~239~~129,~~430~~271,~~719~~658
Total Assets	$	~~127~~96,~~712~~042,~~138~~552	$	~~240~~129,~~070~~941,~~259~~501

Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit
Current liabilities
Accrued offering costs and expenses	$	12,~~756~~185,~~829~~709	$	~~579~~1,~~550~~872,078
Due to related party		373,841		132,000
Payable into Trust Account		—		600,000
Promissory note – related party		3,477,666		118,833
Due to related party		583,841		553,841
Total Current Liabilities		5,608,336		830,383
Promissory note – related party		4,327,666		3,777,666
Convertible promissory notes		718,945		—
Derivative liability – promissory notes conversion feature		548,305		—
Total Current Liabilities		8,364,466		6,803,585
Deferred underwriting fee		8,050,000		8,050,000
Total Liabilities		1316,~~658~~414,~~336~~466		814,~~880~~853,~~383~~585

Commitments and Contingencies (See Note 6)
Commitments and Contingencies (See Note 7)
Class A ordinary shares subject to possible redemption, 11,513,065 and 23,000,000 shares at redemption value of $11.08 and $10.41 per share at September 30, 2023 and December 31, 2022, respectively		127,562,236		239,430,719
Class A ordinary shares subject to possible redemption, 8,379,772 and 11,513,065 shares at redemption value of $11.48 and $11.28 per share at March 31, 2024 and December 31, 2023, respectively		96,015,382		129,871,658

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 11,513,065 and 23,000,000 shares subject to possible redemption)		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 5,475,000 and none issued and outstanding (excluding 8,379,772 and 11,513,065 shares subject to possible redemption) at March 31, 2024 and December 31, 2023, respectively		547		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding		575		575
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 275,000 and 5,750,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		28		575
Additional paid-in capital		—		—
Accumulated deficit		(1316,~~509~~387,~~009~~871)		(814,~~241~~784,~~418~~317)
Total Shareholders’ Deficit		(1316,~~508~~387,~~434~~296)		(814,~~240~~783,~~843~~742)
Total Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit	$	~~127~~96,~~712~~042,~~138~~552	$	~~240~~129,~~070~~941,~~259~~501

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MOUNTAIN & CO .I ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the				~~For the~~
	Three Months Ended				~~Nine Months Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2023~~2024		~~2022~~2023		~~2023~~		~~2022~~
Formation and operating costs	$	~~861~~455,~~466~~249	$	~~299~~520,~~707~~423	$	~~2,027,590~~	$	~~1,170,196~~
Loss from operations	$	(~~861~~455,~~466~~249)	$	(~~299~~520,~~707~~423)	$	~~(2,027,590)~~	$	~~(1,170,196)~~
Other income:
Interest income on trust account		2,106,298		742,534		5,701,602		855,719
Interest income on Trust Account		1,334,503		2,138,060
Total other income		2,106,298		742,534		5,701,602		855,719
Change in fair value of derivative liability - conversion feature of promissory notes		(5,709)		—
Net income (loss)	$	1,244,832	$	442,827	$	3,674,012	$	(314,477)
Total other income		1,328,794		2,138,060
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption		12,092,956		20,000,000		13,675,100		20,000,000
Net income	$	873,545	$	1,617,637
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.07	$	0.02	$	0.19	$	(0.01)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption		10,721,134		21,926,149
Weighted average shares outstanding of Class B ordinary shares		5,750,000		5,750,000		5,750,000		5,750,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.05	$	0.06
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.07	$	0.02	$	0.19	$	(0.01)
Weighted average shares outstanding of Non-redeemable Class A and Class B ordinary shares		5,750,000		5,750,000
Basic and diluted net income per share, Non-redeemable Class A and Class B ordinary shares	$	0.05	$	0.06

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MOUNTAIN & CO .I ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~ 2024


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2022	—	$	—	5,750,000	$	575	$	—	$	(8,241,418)	$	(8,240,843)
Balance as of December 31, 2023	—	$	—	5,750,000	$	575	$	—	$	(14,784,317)	$	(14,783,742)
Accretion for Class A Common Stock to redemption	—		—	—		—		—		(2,978,061)		(2,978,061)
Conversion of Class B Common Stock into Class A Common Stock	5,475,000		547	(5,475,000)		(547)		—		—		—
Net income	—		—	—		—		—		1,617,637		1,617,637
Initial recognition of derivative liability - conversion feature of promissory notes	—		—	—		—		—		(542,596)		(542,596)
Balance as of March 31, 2023	—		—	5,750,000		575		—		(9,601,842)		(9,601,267)
Accretion for Class A Common Stock to redemption	—		—	—		—		—		(1,934,503)		(1,934,503)
Accretion for Class A Common Stock to redemption	—		—	—		—		—		(2,717,244)		(2,717,244)
Net income	—		—	—		—		—		873,545		873,545
Net income	—		—	—		—		—		811,543		811,543
Balance as of March 31, 2024	5,475,000	$	547	275,000	$	28	$	—	$	(16,387,871)	$	(16,387,296)
Balance as of June 30, 2023	—	$	—	5,750,000	$	575	$	—	$	(11,507,543)	$	(11,506,968)
Accretion for Class A Common Stock to redemption	—		—	—		—		—		(3,246,298)		(3,246,298)
Net income	—		—	—		—		—		1,244,832		1,244,832
Balance as of September 30, 2023	—	$	—	5,750,000	$	575	$	—	$	(13,509,009)	$	(13,508,434)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2021	—	$	—	5,750,000	$	575	$	—	$	(6,936,980)	$	(6,936,405)
Balance as of December 31, 2022	—	$	—	5,750,000	$	575	$	—	$	(8,241,418)	$	(8,240,843)
Accretion for Class A Common Stock to redemption	—		—	—		—		—		(~~114~~2,~~215~~978,061)		(~~114~~2,~~215~~978,061)
Net loss	—		—	—		—		—		(757,304)		(757,304)
Net income	—		—	—		—		—		1,617,637		1,617,637
Balance as of June 30, 2022	—	$	—	5,750,000	$	575	$	—	$	(7,808,499)	$	(7,807,924)
Balance as of March 31, 2023	—		—	5,750,000		575		—		(9,601,842)		(9,601,267)
Accretion for Class A Common Stock to redemption	—		—	—		—		—		(742,534)		(742,534)
Net income	—		—	—		—		—		442,827		442,827
Balance as of September 30, 2022	—	$	—	5,750,000	$	575	$	—	$	(8,108,206)	$	(8,107,631)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MOUNTAIN & CO .I ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For the ~~Nine~~Three months Ended
	~~September~~March 3031,
	~~2023~~2024		~~2022~~2023
Cash flows from Operating Activities:
Net income (loss)	$	3,674,012	$	(314,477)
Net income	$	873,545	$	1,617,637
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(5,701,602)		(855,719)
Interest income on Trust Account		(1,334,503)		(2,138,060)
Change in fair value of derivative liability - conversion feature of promissory notes		5,709		—
Changes in current assets and liabilities:
Prepaid expenses		~~289~~(6,~~603~~666)		~~315~~43,~~397~~062
Accrued expenses		1,177,278		510,232
Accrued offering costs and expenses		313,631		112,873
Receivable from Sponsor		~~257~~600,~~478~~000		18257,~~522~~478
Due to related party		241,841		90,000
Payable into Trust Account		(600,000)		—
Net cash used in operating activities		(61,390)		(236,045)
Due to related party		30,000		30,000
Net cash used in operating activities		(118,284)		(77,010)

Cash flows from Investing Activities:
Extension contributions in Trust Account		(31,~~240~~200,000)		—(840,000)
Cash withdrawn from Trust Account in connection with redemption		~~120~~35,~~810~~790,~~086~~779		—113,049,318
Net cash provided by investing activities		~~117~~34,~~570~~590,~~086~~779		—112,209,318

Cash flows from Financing Activities:
Payment of redemptions		(~~120~~35,~~810~~790,~~086~~779)		—(113,049,318)
Proceeds from the promissory note to related party		3550,~~358,833~~000		—958,833
Net cash used in financing activities		(117,451,253)		—
Proceeds from convertible promissory notes		718,945		—
Net cash used in financing activities		(34,521,834)		(112,090,485)

Net change in cash		57(49,~~443~~339)		~~(236~~41,~~045)~~823
Cash, beginning of the period		3468,~~186~~536		~~303~~34,~~858~~186
Cash, end of the period	$	9119,~~629~~197	$	6776,~~813~~009

Supplemental Disclosure of Non-cash Financing Activities:
Accretion for Class A Common Stock to redemption	$	82,~~941~~094,~~603~~503	$	~~856~~2,~~749~~978,061

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MOUNTAIN & CO .I ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

Mountain & Co. I Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 16, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”).

As of ~~September~~March 3031, ~~2023~~2024, the Company had not commenced any operations. All activity through ~~September~~March 3031, ~~2023~~2024 relates to the Company’s formation and the initial public offering (“IPO”) described below. The Company will not generate any operating revenues at the earliest until after the completion of its initial Business Combination. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below).

The Company’s sponsor is Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”).

The registration statement for the Company’s IPO was declared effective on November 4, 2021 (the “Effective Date”). On November 9, 2021, the Company consummated its IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which is discussed in Note 3 (the “Public Offering”) and the sale of 12,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering. On November 12, 2021, the underwriters exercised their full over-allotment option, resulting in an addition 3,000,000 units purchased and $30,000,000 in additional gross proceeds for aggregate units purchased of 23,000,000 and aggregate gross proceeds of $230,000,000 from both the IPO and over-allotment option exercise.

Transaction costs related to the IPO and the exercise of the over-allotment option amounted to $13,406,427 consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting fees and $756,427 of other cash offering costs.

The Company must consummate an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (as defined below) (excluding the amount of any deferred underwriting discount held in trust) at the time of its signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

The Company does not believe that its anticipated principal activities will subject them to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the Company intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The IPO offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of public shares if the Company does not complete its initial Business Combination by ~~March~~November 9, 2024 or (B) with respect to any other provision relating to the rights of holders of Class A ordinary shares; or (iii) absent its completing an initial Business Combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a Business Combination), the return of the funds held in the trust account to the public shareholders as part of the redemption of the public shares. If the Company does not invest the proceeds as discussed above, the Company may be deemed to be subject to the Investment Company Act. Although the Company expects to enter into an agreement with a target company for a business combination no later than 18

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part of the redemption of the public shares. If the Company does not invest the proceeds as discussed above, the Company may be deemed to be subject to the Investment Company Act. Although the Company expects to enter into an agreement with a target company for a business combination no later than 18 months after, and to consummate a business combination prior to the 24 month anniversary of, its IPO, should the Company be unable to do so, the Company intends to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government securities or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of the Company’s business combination or liquidation, to mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act. If the Company were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the ability to complete a Business Combination. If the Company has not consummated the initial Business Combination within the required time period, the public shareholders may receive only approximately $10.30 per public share, or less in certain circumstances, on the liquidation of the trust account and the warrants will expire worthless.

Following the closing of the IPO on November 9, 2021, and subsequent close of the over-allotment option exercise on November 12, 2021, a total of $236,900,000, comprised of $225,400,000 of the net proceeds from the IPO, including $8,050,000 of the underwriters’ deferred discount, and $11,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement or whether the Company were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.30 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

If the Company has not consummated an initial Business Combination by ~~March~~November 9, 2024, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of its public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of the amended and restated memorandum and articles of association prior to any voluntary winding up. If the Company were required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to its public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond ~~March~~November 9, 2024 before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. The Company has no obligation to return funds to investors prior to the date of the redemption or liquidation unless, prior thereto, the Company consummated its initial Business Combination or amend certain provisions of the amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon the redemption or any liquidation will public redemptions be entitled to distributions if the Company does not complete its initial Business Combination and do not amend certain provisions of the amended and restated memorandum and articles of association. The amended and restated memorandum and articles of association will provide that, if the Company winds up for any other reason prior to the consummation of its initial Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

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articles of association will provide that, if the Company winds up for any other reason prior to the consummation of its initial Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

On February 6, 2023, the Company held an extraordinary general meeting of shareholders, where our shareholders approved a special resolution (the “Extension Amendment Proposal”) to amend the Company’s amended and restated memorandum and articles of association to (i) extend from February 9, 2023 to November 9, 2023 (the “Extension”), the date by which the Company must consummate an initial business combination.

In connection with the vote to approve the Extension Amendment Proposal, shareholders holding 10,784,962 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, approximately $113.0 million (approximately $10.48 per share) was removed from the trust account to pay such redeeming holders~~, representing 46~~.9% ofAfter ~~the~~that ~~public~~12,215,038 ~~shares. 53.1%~~ of the public shares issued in our IPO remain outstanding.

OnIn ~~September~~connection ~~14,~~with ~~2023~~the Extension, wethe ~~held~~Sponsor anagreed ~~extraordinary~~to ~~general~~advance ~~meeting~~to ofthe ~~shareholders,~~Company ~~where~~(i) ~~our~~$420,000 ~~shareholders~~plus ~~approved~~(ii) a$420,000 ~~special~~for ~~resolution~~each ~~(the~~subsequent ~~“Second~~calendar ~~Extension~~month ~~Amendment~~commencing ~~Proposal”)~~on toMarch ~~amend~~9, ~~the~~2023, ~~Company’s amended~~ and ~~restated~~on ~~memorandum~~the ~~and~~9th ~~articles~~day of ~~association~~each tosubsequent ~~(i)~~month, ~~extend~~or ~~from~~portion ~~November 9~~thereof, ~~2023~~that tothe ~~March~~Company 9,requires ~~2024~~to ~~(the~~complete ~~“Second~~a ~~Extended~~Business ~~Date”)~~Combination, to be deposited in the ~~date~~trust byaccount ~~which~~on or before the ~~Company~~9th ~~must~~day ~~consummate~~of aneach ~~initial~~calendar ~~business~~month, ~~combination~~until ~~(the~~November ~~“Second~~9, ~~Extension”)~~2023.

InOn ~~connection~~February ~~with the Second Extension~~6, ~~the Sponsor agreed to advance to the Company (i) $300,000 plus(ii) $300,000 for each subsequent calendar month commencing on October 9,~~ 2023, ~~and on~~ the ~~9th day of each subsequent month, or portion thereof, that the~~ Company ~~requires~~issued ~~to complete~~ a Business Combination, to be deposited in the trust account on or before the 9th day of each calendar month, until the Second Extended Date. On September 14, 2023, the Company amended and restated that certain promissory note, ~~dated February 6, 2023~~ (the “~~Amended and Restated~~ Note”) ~~previously~~in ~~issued by~~ the ~~Company~~principal toamount ~~the Sponsor in respect~~ of ~~such~~up ~~advances~~to ~~and~~$3,780,000 ~~the Sponsor has waived any and all rights~~ to the ~~monies~~Sponsor, ~~held~~ in ~~the~~connection ~~trust account~~ with ~~respect~~the ~~to those advances~~Extension. 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 loan would be convertible into warrants identical to the Company’s private placement warrants, at $1.00 per warrant. Any amendments to the ~~Amended and Restated~~ Note and the loan may be made with the written consent of the Sponsor and the Company. For example, if we determine that we no longer expect to complete a business combination within the prescribed time frame, the Sponsor and the Company may agree to discontinue such loans.

InAs ~~connection~~of ~~with~~March ~~the vote to approve the Second Extension Amendment Proposal~~31, ~~shareholders holding 701~~2024,~~973~~ ~~public~~the ~~shares~~Sponsor ~~exercised~~has ~~their~~deposited ~~right~~seven tomonthly ~~redeem~~payments ~~such shares for a pro rata portion~~ of ~~the funds in the trust account. As a result~~$420,000 ~~approximately~~or $~~7.8 million (approximately $11.05 per share)~~2, ~~was removed from the trust account to pay such redeeming holders~~940,000 ~~representing~~in ~~49.9%~~total ofin ~~the~~connection ~~public~~with ~~shares in~~ the ~~aggregate.~~Extension ~~50.1%~~and ofunder the ~~public shares issued in our IPO remain outstanding~~Note.

~~The~~On ~~Sponsor~~September ~~has~~14, ~~agreed~~2023, ~~that it will be liable to~~ the Company ifheld ~~and~~an toextraordinary ~~the~~general ~~extent~~meeting ~~any~~of ~~claims~~shareholders, bywhere aour ~~third~~shareholders ~~party~~approved ~~for~~a ~~services~~special ~~rendered~~resolution ~~or products sold to~~ (the ~~Company,~~“Second orExtension aAmendment ~~prospective~~Proposal”) ~~target~~to ~~business~~amend ~~with which~~ the Company’s ~~has~~amended ~~entered~~and ~~into~~restated amemorandum ~~written~~and ~~letter~~articles of ~~intent,~~association ~~confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the trust account~~ to ~~below the lesser of~~ (i) ~~$10.30~~extend ~~per~~from ~~public~~November ~~share~~9, ~~and~~2023 ~~(ii)~~to ~~the~~March ~~actual~~9, ~~amount~~2024 ~~per public share held in~~ (the ~~trust~~“Second ~~account~~Extended asDate”), of the date ofby ~~the~~which ~~liquidation of~~ the ~~trust~~Company ~~account,~~must ifconsummate ~~less~~an ~~than~~initial ~~$10.30~~business ~~per~~combination ~~share due to reductions in~~ (the ~~value~~“Second ~~of the trust assets, less taxes payable,~~ Extension”).

In connection with the vote to approve the Second Extension Amendment Proposal, shareholders holding 701,973 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, approximately $7.8 million (approximately $11.05 per share), was removed from the trust account to pay such redeeming holders. After that 11,513,065 of the public shares issued in our IPO remain outstanding.

In connection with the Second Extension, the Sponsor agreed to, in its discretion, advance to the Company (i) $300,000 plus (ii) $300,000 for each subsequent calendar month commencing on October 9, 2023, and on the 9th day of each subsequent month, or portion thereof, that the Company requires to complete a Business Combination, to be deposited in the trust account on or before the 9th day of each calendar month, until the Second Extended Date.

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~~provided~~On ~~that~~September ~~such~~14, ~~liability~~2023, ~~will~~the ~~not~~Company ~~apply~~amended toand ~~any~~restated ~~claims~~that bycertain apromissory ~~third~~note, ~~party~~dated orFebruary ~~prospective~~6, ~~target~~2023 ~~business~~(the ~~who~~“Amended ~~executed~~and aRestated ~~waiver~~Note”) ofpreviously ~~any~~issued ~~and~~by ~~all~~the ~~rights~~Company to the ~~monies~~Sponsor ~~held~~ in ~~the~~respect ~~trust~~of ~~account~~such ~~(whether~~advances orand ~~not~~the ~~such~~Sponsor ~~waiver~~has iswaived ~~enforceable)~~any ~~nor~~and ~~will~~all itrights ~~apply~~ to ~~any claims under~~ the ~~Company’s~~monies ~~indemnity~~held ofin the ~~underwriters~~trust ofaccount ~~the~~with ~~Public~~respect ~~Offering~~to ~~against~~those ~~certain liabilities, including liabilities under the Securities Act~~advances. ~~However,~~The ~~the~~Amended ~~Company~~and ~~has~~Restated ~~not~~Note ~~asked~~bears ~~the~~no ~~Sponsor~~interest toand ~~reserve~~is ~~for~~repayable ~~such~~in ~~indemnification~~full ~~obligations,~~upon ~~nor has~~ the ~~Company~~earlier ~~independently~~of ~~verified~~(a) ~~whether~~ the ~~Sponsor~~date ~~has~~of ~~sufficient~~the ~~funds~~consummation toof ~~satisfy its indemnity obligations and~~ the Company’s ~~believes~~initial ~~that~~business ~~the~~combination, ~~Sponsor’s~~or ~~only~~(b) ~~assets~~the ~~are~~date ~~securities~~ of the ~~company.~~liquidation ~~Therefore,~~of the Company. ~~cannot~~At ~~assure~~the ~~you~~option ~~that~~of the Sponsor, ~~would~~up ~~be able~~ to ~~satisfy those obligations. As a result~~$1,500,000 ifof ~~any~~the ~~such~~loan ~~claims~~would ~~were~~be ~~successfully~~convertible ~~made~~into ~~against~~warrants ~~the~~identical ~~trust~~to ~~account,~~ the ~~funds~~Company’s ~~available~~private ~~for~~placement ~~the~~warrants, ~~initial~~at ~~Business~~$1.00 ~~Combination~~per ~~and~~warrant. ~~redemptions~~Any ~~could~~amendments ~~be reduced~~ to ~~less~~the ~~than~~Amended ~~$10.30~~and ~~per~~Restated ~~public~~Note ~~share.~~and ~~In such event,~~ the ~~Company~~loan may ~~not~~ be ~~able~~made towith ~~complete~~ the ~~initial~~written ~~Business~~consent ~~Combination,~~of ~~and~~the ~~you~~Sponsor ~~would~~and ~~receive~~the ~~such~~Company. ~~lesser~~For ~~amount~~example, ~~per~~if ~~share~~we indetermine ~~connection~~that ~~with~~we ~~any~~no ~~redemption~~longer ofexpect ~~your~~to ~~public~~complete ~~shares.~~a ~~None~~business ofcombination within the ~~Company’s~~prescribed ~~officers~~time orframe, ~~directors~~the ~~will~~Sponsor ~~indemnify~~and the Company ~~for~~may ~~claims~~agree byto ~~third~~discontinue ~~parties~~such ~~including, without limitation, claims by vendors and prospective target businesses~~loans.

As of March 31, 2024, a payment of $1,200,000 had been made to the Trust Account in connection with the Second Extension and under the Note. As of December 31, 2023, the Sponsor had not made additional payments in connection with the Second Extension due on November 9, 2023 and December 9, 2023, respectively. The Sponsor had sole discretion whether to make such payments. However, payments of $300,000 for each calendar month commencing September 2023 and ending February 2024, or $1.8 million in the aggregate, were deposited into the Trust Account.

On March 8, 2024, we held an extraordinary general meeting of shareholders, where our shareholders approved a special resolution (the “Third Extension Amendment Proposal”) to amend the Company’s amended and restated memorandum and articles of association to (i) extend from March 9, 2024 to November 9, 2024 (the “Third Extension”), the date by which the Company must consummate an initial business combination.

In connection with the vote to approve the Third Extension Amendment Proposal, shareholders holding 3,133,293 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, approximately $35.8 million (approximately $11.42 per share) was removed from the trust account to pay such redeeming holders.

Subsequent to and in connection with the Second Extension, payments of $300,000 for each calendar month commencing September 2023 and ending February 2024, or $1.8 million in the aggregate, were deposited into the Trust Account. The aggregate deposit included $1.2 million for the four calendar months ended February 2024, loaned to the Company by several accredited investors in a private financing transaction that closed during the period from February 20, 2024 to February 23, 2024 (the “Financing”). In connection with the Financing, the Company issued to each investor a convertible promissory note (each such note, a “Financing Convertible Note”) evidencing the outstanding balance under such investor’s loan.

In connection with the Third Extension, third-party investors were expected to advance to the Company (i) $160,000, to be deposited in the Company’s trust account (the “Trust Account”) on or about March 9, 2024, and (ii) $160,000 for each subsequent calendar month, or portion thereof, that the Company requires to complete a business combination until the end of the Third Extension, to be deposited in the Trust Account on or before the 9th day of each calendar month. As of the date of this quarterly report on Form 10-Q, none of these monthly payments of $160,000 have been deposited in the Trust Account. There can be no assurance that advances for subsequent such calendar months will be made.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.30 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.30 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.30 per public share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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Liquidity, Capital Resources and Going Concern

At ~~September~~March 3031, ~~2023~~2024, the Company had $9119,~~629~~197 in operating cash and a working capital deficit of $58,~~458~~337,~~434~~296.

The Company’s liquidity needs up to ~~September~~March 3031, ~~2023~~2024 have been satisfied through the payment of certain offering costs by Sponsor of $25,000 (see Note 5) for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $500,000 (see Note 5).

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, there were no amounts outstanding under any Working Capital Loans.

InDuring ~~connection with~~ the ~~Company’s~~period ~~assessment~~from ofFebruary ~~going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15~~20, ~~“Disclosure~~2024 ~~of Uncertainties about an Entity’s Ability~~ to ~~Continue~~March as19, ~~a Going Concern”~~2024, ~~management has determined that~~ the Company ~~has~~issued ~~incurred and expects~~ to ~~continue~~the tothird-party ~~incur~~investors ~~significant~~five ~~costs~~convertible inpromissory ~~pursuit~~notes ~~of its financing and acquisition plans. In addition~~(each, ~~the Company has until March 9, 2024 to consummate~~ a ~~Business~~“Convertible ~~Combination.~~Note”) ~~Management~~evidencing ~~considers~~working ~~that liquidity and~~ capital ~~resources~~loans ~~available~~made ~~might~~by ~~not~~such beinvestors ~~sufficient~~ to ~~operate through March 9, 2024. Also, it is uncertain that~~ the Company ~~will~~in bean ~~able~~aggregate ~~to consummate a Business Combination by this date. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution~~ of ~~the Company~~$718,945.

~~Management~~In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the ~~mandatory~~Company ~~liquidation,~~has ~~should~~incurred aand ~~Business~~expects ~~Combination~~to ~~not~~continue ~~occur,~~to incur significant costs in pursuit of its financing and ~~potential~~acquisition ~~subsequent~~plans. ~~dissolution~~In addition, inthe ~~addition~~Company has until November 9, 2024 to ~~potential~~consummate a Business Combination. Management considers that liquidity and capital ~~shortage~~resources ~~raise~~available ~~substantial~~might ~~doubt~~not ~~about~~be sufficient to operate through November 9, 2024. Also, it is uncertain that the Company’s ~~ability~~will tobe ~~continue~~able asto consummate a ~~going~~Business ~~concern.~~Combination ~~The~~by ~~unaudited~~this ~~condensed~~date. ~~financial~~If ~~statements~~a doBusiness Combination is not ~~include~~consummated ~~any~~by ~~adjustment~~this ~~that~~date, ~~might~~there ~~result~~will ~~from~~be ~~the~~a ~~outcome~~mandatory liquidation and subsequent dissolution of ~~this~~the ~~uncertainty~~Company.

Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, in addition to potential liquidity and capital shortage raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Risks and Uncertainties

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a “pandemic”, or a worldwide spread of a new disease. Many countries imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus and have closed non-essential businesses. On May 5, 2023, the World Health Organization declared that COVID-19 no longer constitutes a public health emergency.

The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the pandemic, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the pandemic. The ~~unaudited condensed~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

~~The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10~~-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.9-

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The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2023 as filed with the SEC on May 22, 2024, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of ~~unaudited condensed~~ financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~unaudited condensed~~ financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Investments Held in Trust Account

AtOn ~~September~~August 309, 2023, ~~and~~the ~~December~~Company 31instructed Continental Stock Transfer & Trust Company, ~~2022~~the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account ~~include~~and ~~$127,562,236~~thereafter ~~and~~to ~~$239,430,719~~hold ofall ~~investments~~funds ~~held~~in the Trust Account in a ~~money~~deposit ~~market~~account ~~fund~~with ~~characterized~~a asfinancial ~~Level~~institution 1in ~~investments~~the ~~within~~United ~~the~~States. ~~fair~~The ~~value~~interest ~~hierarchy~~rate ~~under~~on ~~ASC~~such ~~820~~deposit ~~(as~~account ~~defined~~is ~~below)~~currently approximately 4.60% per annum, ~~respectively~~but such deposit account carries a variable rate, and the Company cannot assure investors that such rate will not decrease or increase significantly.

~~-9-~~At March 31, 2024 and December 31, 2023 funds held in the Trust Account included $96,015,382 and $129,271,658, respectively, held in demand deposit account.

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Offering Costs Associated with Initial Public Offering

Deferred offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the IPO. Upon consummation, they were charged ratably to the underlying instruments they related to on a relative fair value basis. If the IPO had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. Offering costs amounted to $13,406,427 and were charged to temporary equity, outside of shareholders’ deficit, upon the completion of the IPO on November 9, 2021.

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Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature.

Fair Value Measurement

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. Accordingly, as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, there were no5,475,000 and none, respectively, Class A ordinary shares issued or outstanding.

~~-10-~~The Class A ordinary shares subject to possible redemption reflected on the balance sheets as of March 31, 2024 and December 31, 2023 is reconciled in the following table:

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The Class A ordinary shares subject to possible redemption reflected on the balance sheets as of September 30, 2023 and December 31, 2022 is reconciled in the following table:


	~~September~~March 3031,		December 31,
	~~2023~~2024		~~2022~~2023
Proceeds from IPO	$	230,000,000	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(6,900,000)		(6,900,000)
Class A ordinary shares issuance costs		(12,963,555)		(12,963,555)
Redemptions		(~~120~~156,~~810~~600,~~086~~865)		—(120,810,086)
Plus:
Fair value of over-allotment option		60,000		60,000
Remeasurement of Class A ordinary shares to redemption value		3842,~~175~~419,~~877~~802		2940,~~234~~485,~~274~~299
Class A ordinary shares subject to possible redemption	$	~~127~~96,~~562~~015,~~236~~382	$	~~239~~129,~~430~~871,~~719~~658

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Warrants

The Company must account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the warrants as equity-classified.

Net Income ~~(Loss)~~ Per Ordinary Share

Net income ~~(loss)~~ per share is computed by dividing net income ~~(loss)~~ by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. As of ~~September~~March 3031, ~~2023~~2024 and ~~December 31~~2023, ~~2022,~~ the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income ~~(loss)~~ per share is the same as basic ~~loss~~income per share for the period presented.


	~~For the~~ Three Months Ended				Three Months Ended				~~For the Nine Months Ended~~
	~~September~~March 3031,				March 31,				~~September 30,~~
	~~2023~~2024				~~2022~~2023				~~2023~~				~~2022~~
	~~Class A~~		~~Class B~~Non		~~Class A~~		~~Class B~~		~~Class A~~		~~Class B~~		~~Class A~~		~~Class B~~
Basic and diluted net income (loss) per share:
	Redeemable		Redeemable
Numerator:
	Class A		Class A & Class B		Class A		Class B
Allocation of net income (loss)	$	843,677	$	401,155	$	343,943	$	98,884	$	2,586,472	$	1,087,540	$	(244,254)	$	(70,223)
Basic and diluted net income per share:
Denominator:
Numerator:
Weighted-average shares outstanding including ordinary shares subject to redemption		12,092,956		5,750,000		20,000,000		5,750,000		13,675,100		5,750,000		20,000,000		5,750,000
Allocation of net income	$	568,594	$	304,951	$	1,281,557	$	336,080
Basic and diluted net income (loss) per share	$	0.07	$	0.07	$	0.02	$	0.02	$	0.19	$	0.19	$	(0.01)	$	(0.01)
Denominator:
Weighted-average shares outstanding including ordinary shares subject to redemption		10,721,134		5,750,000		21,926,149		5,750,000
Basic and diluted net income per share	$	0.05	$	0.05	$	0.06	$	0.06

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Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the ~~unaudited condensed~~ financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.-12-

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Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of ~~September~~March 3031, ~~2023~~2024.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. PUBLIC OFFERING

On November 9, 2021, the Company consummated the sale of 20,000,000 Units at a price of $10.00 per Unit. On November 12, 2021, the underwriters fully exercised their over-allotment option, which resulted in the sale of an additional 3,000,000 Units for an aggregate of 23,000,000 Units.

Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 12,000,000 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”), for an aggregate purchase price of $12,000,000. On November 12, 2021, the underwriters exercised their full over-allotment option exercise, which resulted in an additional 1,500,000 Private Placement Warrants being sold for an aggregated of 13,500,000 Private Placement Warrants.

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2021, the underwriters exercised their full over-allotment option exercise, which resulted in an additional 1,500,000 Private Placement Warrants being sold for an aggregated of 13,500,000 Private Placement Warrants.

The Private Placement Warrants are identical to the warrants sold in the Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the private placement warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Public Offering. If the Company does not complete its initial Business Combination within the Combination Period, the private placement warrants will expire worthless.

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NOTE 5. RELATED PARTY TRANSACTIONS

Receivable from Sponsor

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company has outstanding receivable from Sponsor of $0 and $~~257~~600,~~478, respectively. On February 25, 2022 and December 14, 2021, the Company transferred cash amounting to $1,100,~~000 ~~and $7~~,~~002,~~ ~~to the Sponsor,~~ respectively. ~~The Sponsor paid $824,000 to the Company as of December 31, 2021.~~

Due to Related Party

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company has outstanding payable to a related party of $~~373~~583,841 and $~~132~~553,~~000~~841, which is composed mainly of the accrued administrative service fee, respectively.

Founder Shares

On April 23, 2021, Mountain & Co. Sponsor One LLP, an affiliate of the Company, paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On July 13, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect this. Up to 750,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On November 12, 2021, the underwriters elected to fully exercise their over-allotment option, 750,000 Founder Shares were no longer subject to forfeiture.

On August 23, 2021, the Sponsor transferred 550,000 Class B ordinary shares to Prof. Dr. Utz Claassen, 25,000 Class B ordinary shares to Winston Ma and 20,000 Class B ordinary shares each to Dr. Cornelius Boersch, Daniel Wenzel, Alexander Hornung, Miles Gilburne and Dr. Phillip Rösler. These shares are not subject to forfeiture in the case the underwriter’s overallotment option is not exercised. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Company will record the fair value of the transferred Founder Shares as Officer and Director compensation expense upon the consummation of the initial Business Combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation - Stock Compensation.”

The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

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any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

Promissory Note — Related Party

On April 23, 2021, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Public Offering. These loans are non-interest bearing, unsecured and are due at the date when the Company consummates its Initial Business Combination. On January 6, 2023 the Company drew and additional amount of $118,833 under the $500,000 the promissory note to Sponsor and called $257,478 of the outstanding balance of Accounts Receivable from Sponsor. ~~As of September 30, 2023 and December 31, 2022, the Company had $237,666 and $118,833 outstanding under the Promissory Note, respectively.~~

On February 6, 2023, the Company issued to the Sponsor a promissory note (the “Note”) for $3,780,000 in respect of advances to be put by Sponsor in the Trust account. The 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 loan would be convertible into warrants identical to the Company’s private placement warrants, at $1.00 per warrant. On September 14, 2023, this note was amended and restate 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. In total, $3,240,000 was drawn and outstanding under the Note through September 30, 2023.

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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 Note in the Company’s Trust Account. As of March 31, 2024 and December 31, 2023, the Company had $ $4,327,666 and $3,777,666 outstanding under the Promissory Note, respectively.

Additionally, Sponsor advanced the Company funds for operating expenses. The Balances of such advances, $237,666 and $237,666 as of March 31, 2024 and December 31, 2023, were included in the total amounts of promissory notes.

Related Party Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the sponsor or an affiliate of the sponsor or certain of its officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to the Working Capital Loans funds and provide a waiver against any and all rights to seek access to funds in the trust account. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, no such Working Capital Loans were outstanding.

Administrative Support Agreement

Commencing on November 5, 2021, the Company will pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative services provided to the members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2024 ~~the Company had incurred $30,000~~ and ~~$90~~2023,~~000~~ ~~of administrative support expense pursuant to this agreement. For~~ the ~~three and nine months ended September 30, 2022, the~~ Company had incurred $30,000 ~~and $90,000, respectively~~ of administrative support expense pursuant to this agreement.

NOTE 6. ~~COMMITMENTS~~CONVERTIBLE &PROMISSORY ~~CONTINGENCIES~~NOTES

During the period from February 20, 2024 to March 19, 2024, the Company issued to the third-party investors five convertible promissory notes (each, a “Convertible Note”) evidencing working capital loans made by such investors to the Company in an aggregate of $718,945. The investors waived any and all rights to the monies held in the Trust Account with respect to their loans. The principal balance of each Convertible Note will be repayable by the Company on the earlier of (such date, the “Maturity Date”), (i) the date on which the Company consummates its initial business combination, and (ii) the date of the liquidation of the Company; provided, however, that if an initial business combination is not consummated, the Convertible Note will not be repaid and all amounts owed thereunder will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. Each Convertible Note bears non-compounding interest at a rate per annum of 8% of the unpaid principal balance under such Convertible Note, which is payable upon the Maturity Date. Each investor may, at its option, convert any unpaid principal balance and accrued interest under its Convertible Note, subject to and following the Maturity Date, into that number of ordinary shares of the post-business combination combined company equal to the principal amount of and accrued interest on the Convertible Note so converted multiplied by 0.3 (rounded down to the nearest whole share). The conversion shares will be entitled to the registration rights set forth in that certain Registration Rights Agreement, entered into by the Company and the parties thereto, in connection with the Company’s initial public offering. The Company accounts for these promissory notes under provisions of ASC 480 “Distinguishing Liabilities from Equity”. The embedded conversion feature is recorded initially at fair value the Company’s statement of changes in shareholders’ deficit and is remeasured at fair value at each reporting period with any changes in fair value recognized within earnings.

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~~securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Public Offering~~NOTE 7. ~~The~~COMMITMENTS ~~holders~~& of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.CONTINGENCIES

Registration Rights

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. The underwriters exercised their full over-allotment option on November 12, 2021.

The underwriters were paid in cash for underwriting discount of two percent (2%) of the gross proceeds of the Public Offering and full exercise of the over-allotment option, or $4,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination.

Service Provider Agreements

From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination.

The Company has recorded an accrual of $460,269 of fees for legal services by outside counsel related to on-going compliance with reporting obligations and mergers and acquisitions-related activity subsequent to the date of the IPO. In addition, up to $400,000 of fees for legal services by outside counsel related to the IPO may be payable by the Company on completion of the Business Combination in the Company’s discretion.

As of ~~September~~March 3031, ~~2023~~2024, $1015.61 million were incurred by the Company for legal services by outside counsel, which will be payable solely on completion of the Business Combination. Additional fees for legal services by outside counsel related to the Business Combination may be payable by the Company on completion of the Business Combination in the Company’s discretion.

Business Combination Agreement

On August 11, 2023, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Futbol Club Barcelona, a sport association (“FCB”), and Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”). The Business Combination Agreement provides for a series of transactions (collectively, the “Business Combination”), pursuant to which, among other things: (i) Sponsor will transfer all of the equity of a newly-formed Netherlands private limited liability company to be renamed Barça Media (“TopCo”), which shall own all of the equity interests of a Cayman Islands exempted company (“Merger Sub”) to BP for nominal consideration; (ii) FCB and BP will cause TopCo and Merger Sub to become a party to the Business Combination Agreement; and (iii) Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving company (the “Surviving Company”) and, after giving effect to the Merger, become a wholly owned subsidiary of TopCo. Each issued and outstanding Class A ordinary share of the Company and Class B ordinary share of the Company will be converted into one Class A ordinary share of the Surviving Company, and immediately thereafter, each of the resulting Class A ordinary shares of the Surviving Company will be immediately exchanged for one ordinary share in the share capital of TopCo, and each outstanding warrant to purchase one Class A ordinary share of the Company at a price of $11.50 per share will, by its terms, convert into a Converted Warrant (as defined in the Business Combination Agreement). Bridgeburg Invest, S.L., a Spanish limited liability corporation and an indirect subsidiary of FCB, will assume, prior to the consummation of the Merger, the assets and liabilities associated with FCB’s content creation platform. Consummation of the Business Combination is subject to the receipt of required approval by the Company’s shareholders and the general assembly of the members of FCB, as well as the satisfaction of other closing conditions. There can be no assurance that the Company’s plans to complete the Business Combination will be successful or that financing, if any,

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one Class A ordinary share of the Company at a price of $11.50 per share will, by its terms, convert into a Converted Warrant (as defined in the Business Combination Agreement). Bridgeburg Invest, S.L., a Spanish limited liability corporation and an indirect subsidiary of FCB, will assume, prior to the consummation of the Merger, the assets and liabilities associated with FCB’s content creation platform. Consummation of the Business Combination is subject to the receipt of required approval by the Company’s shareholders and the general assembly of the members of FCB, as well as the satisfaction of other closing conditions. There can be no assurance that the Company’s plans to complete the Business Combination will be successful or that financing, if any, will be obtained in connection with the Business Combination. If these conditions are not satisfied, amended or waived by the parties pursuant to the terms of the Business Combination Agreement, then the Business Combination would not be consummated.

On September 8, 2023, Mountain, FCB and BP entered into an amendment to the Business Combination Agreement to amend certain conditions to the closing of the Business Combination.

On August 11, 2023, the Sponsor, directors and officers of the Company (the “D&Os”) and the Company entered into the sponsor support agreement, pursuant to which, among other things, each of the Sponsor and the D&Os has agreed to (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution protection with respect to the Company’s Class B ordinary shares.

On August 11, 2023, LIBERO Football Finance AG (“LIBERO”), Orpheus Media, S.L. (together with its affiliates, “Orpheus”), Blaugrana Invest, S.á.r.l. (together with its affiliates, “Blaugrana”), BP and the Company entered into definitive agreements, pursuant to which, among other things, LIBERO has agreed to purchase, and Orpheus and Blaugrana have agreed to sell, 294 ordinary shares of Bridgeburg that are owned by Orpheus and Blaugrana in exchange for cash payments by LIBERO to BP in an amount equal to approximately (i) €20 million ($21.7 million) in the aggregate on or before August 11, 2023, but not before the execution of the Business Combination Agreement and (ii) €20 million ($21.7 million) in the aggregate on or before August 21, 2023.

On August 11, 2023, a holding company advised by NIPA Capital B.V. (“Holding”), Orpheus, Blaugrana, BP and the Company entered into definitive agreements, pursuant to which, among other things, Holding has agreed to purchase, and Orpheus and Blaugrana have agreed to sell, 590 ordinary shares of Bridgeburg in the aggregate that are owned by Orpheus and Blaugrana in exchange for cash payments by Holding directly to BP in an amount equal to approximately €20 million ($21.7 million) on August 11, 2023 and the assumption by Holding of Orpheus’ obligation (pursuant to that certain sale and purchase agreement, dated August 11, 2022, between Orpheus and BP) to pay €30 million ($32.6 million) to BP on June 15, 2024 and €30 million ($32.6 million) to BP on June 15, 2025. In connection with and subject to the closing of the Business Combination, Holding will also purchase from the Sponsor 5,750,000 warrants to purchase ordinary shares of TopCo and 2,537,500 ordinary shares of TopCo.

On August 11, 2023, the Company and PRIMARY metaverse d.o.o., a limited liability company organized in Croatia (the “Consultant”) entered into the consulting agreement, pursuant to which, among other things, the Consultant agreed to provide the Company with support in identifying third-party investors to backstop or assume certain payment obligations of Orpheus and Socios Deportes Services, S.L., for which the Consultant will be paid a fee of €4.1 million ($4.46 million). As a result of the Consultant’s efforts to identify third-party investors, LIBERO, the Sponsor and a guarantor (the “Guarantor”) entered into the Backstop Agreement, pursuant to which, in exchange for certain warrants the Sponsor will provide to the Guarantor and the Consultant, the Guarantor will pay any remaining balance of the Secondary Payment Amount (as defined in the Backstop Agreement) outstanding as of August 21, 2023, so long as the Company and BP have entered into and publicly announced a business combination agreement.

On ~~August~~September 98, 2023, ~~the Company instructed Continental Stock Transfer & Trust Company~~Mountain, ~~the~~FCB ~~trustee~~and ~~with~~BP ~~respect~~entered tointo ~~the~~an ~~Trust~~amendment ~~Account,~~ to ~~liquidate~~ the ~~U.S.~~Business ~~government~~Combination ~~securities~~Agreement orto ~~money~~amend ~~market~~certain ~~funds~~conditions ~~held in the Trust Account and thereafter~~ to ~~hold all funds in~~ the ~~Trust~~closing ~~Account~~of ~~in a deposit account with a financial institution in~~ the ~~United~~Business ~~States~~Combination. The interest rate on such deposit account is currently approximately 4.60% per annum, but such deposit account carries a variable rate, and the Company cannot assure investors that such rate will not decrease or increase significantly.

~~Forward~~On ~~Purchase~~October 26, 2023, Mountain, FCB and BP entered into an Amended and Restated Business Combination Agreement (the “A&R Business Combination Agreement”). The A&R Business Combination Agreement, among others, amends certain closing conditions relating to the financial requirements that must be satisfied to complete the Business Combination with the objective to enhance structural flexibility. The previous minimum cash condition, designated to cover expenses, has been adjusted to require that the a newly-formed Netherlands private limited liability company to be renamed Barça Media has not less than €90 million in cash at closing of the Business Combination, which will be reduced by any cash received by FCB in connection with the contemplated transactions, and will be measured prior to the payment of any transaction expenses. The minimum proceeds condition (i.e., the requirement that FCB or its affiliates receive €40 million) can now be met through various sources, and is only required to be satisfied as of the closing of the business combination. Furthermore, FCB’s previous unilateral termination right has been removed. As amended, the A&R Business Combination Agreement provides for a termination right by FCB if funding of €40 million has not been received or committed by December 31, 2023.

On July 31, 2023, the Company entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) and Subscription Agreement (the “FPA Subscription Agreement”) with Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”), and Meteora Strategic Capital, LLC (“MSC”) (with MSOF, MCP, MSC and MSTO collectively referred to as “Seller”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement and FPA Subscription Agreement, Seller agreed to subscribe for and purchase, and the Company agreed to issue and sell to Seller, on the Closing, up to 12,500,000 Class A ordinary shares of the Company, less the number of Class A ordinary shares of the Company purchased by Seller separately from third parties through a broker in the open market at prices no higher than the redemption price. Seller has agreed to waive any redemption rights under the Company’s Amended and Restated Articles of Association with respect to any Class A ordinary shares of the Company purchased -17-

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~~through~~Forward ~~the~~Purchase ~~FPA Subscription~~ Agreement ~~and any Recycled Shares in connection with the Business Combination, extensions or otherwise that would require redemption by the Company of such shares.~~

On July 3, 2023, the Company entered into an engagement letter pursuant to which it agreed to pay to a capital markets advisor a fee of $4 million, subject to and conditional upon the closing of a business combination, and certain other conditions.

NOTE 78. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, there was no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, there were no5,475,000 and 0, respectively, Class A ordinary shares issued and outstanding (excluding 118,~~513~~379,~~065~~772 and 2311,~~000~~513,~~000~~065 shares subject to possible redemption, respectively).

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of April 23, 2021, there were 7,187,500 Class B ordinary shares issued and outstanding. On July 13, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect the cancellations. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 750,000 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Public Offering. On November 12, 2021, the underwriters elected to fully exercise their over-allotment option, 750,000 Founder Shares are no longer subject to forfeiture.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of its ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of its ordinary shares that are voted, and pursuant to the amended and restated memorandum and articles of association; such actions include amending its amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Board of Directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to its initial Business Combination, only holders of Founder Shares will have the right to vote on the appointment of directors. Holders of public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of its Founder Shares may remove a member of the board of directors for any reason. The provisions of the amended and restated memorandum and articles of association governing the appointment or removal of directors prior to its initial Business Combination may only be amended by a special resolution passed by not less than two-thirds of the ordinary shares who attend and vote at its general meeting which shall include the affirmative vote of a simple majority of its Class B ordinary shares.

The Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity18-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued to any seller in the initial Business Combination and any private placement warrants issued to the Company’s sponsor, its affiliates or any member of its management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described

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The Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued to any seller in the initial Business Combination and any private placement warrants issued to the Company’s sponsor, its affiliates or any member of its management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

On March 5, 2024, Sponsor and Prof. Dr. Utz Claassen instructed Continental Stock Transfer & Trust Company, the Company’s transfer agent, to convert an aggregate of 5,475,000 Class B ordinary shares of the Company into Class A ordinary shares of the Company on a one-for-one basis, pursuant to the Company’s Amended and Restated Memorandum and Articles of Association. As a result, our sponsor now owns 275,000 founder shares and 4,925,000 Class A ordinary shares.

Warrants — Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment.

The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the trust account.

The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such Unit.

The Company is not registering the shares of Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed; provided that, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants

The Company may redeem the Public Warrants:

●

in whole and not in part;

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●

at a price of $0.01 per warrant;

●

if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

●

upon a minimum of 30 days’ prior written notice of redemption; and

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such public warrants. Accordingly, the public warrants may expire worthless.

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shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such public warrants. Accordingly, the public warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the public warrants underlying the Units being sold in the Public Offering, except that (x) the Private Placement Warrants will not be transferable, assignable or salable and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, in each case subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights.

The Company accounts for 25,000,000 warrants issued in connection with the Public Offering and the full exercise of the underwriters’ over-allotment option (including 11,500,000 Public Warrants and 13,500,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

~~NOTE 8. RECURRING FAIR VALUE MEASUREMENTS~~-20-

Substantially all of the Company’s investments held in the Trust Account on the balance sheets consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

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The following table presents information about the Company’s assets and were measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Quoted

Significant

Prices In

Other

Active

Observable

Unobservable

September 30,

Markets

Inputs

2023

(Level 1)

(Level 2)

(Level 3)

Assets:

Investments held in Trust Account

127,562,236

—

Quoted

Significant

Prices In

Other

Active

Observable

Unobservable

December 31,

Markets

Inputs

2022

(Level 1)

(Level 2)

(Level 3)

Assets:

Investments held in Trust Account

239,430,719

—

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up through the date that the unaudited condensed financial statements was issued. Based upon this review, the Company did not identify any other subsequent events, except as noted below, that would have required adjustment or disclosure in the unaudited condensed financial statements.

InOn ~~connection~~April ~~with the Second Extension~~13, ~~the Sponsor agreed to advance to the Company (i) $300~~2024,~~000~~ ~~plus (ii) $300,000 for each subsequent calendar month commencing on October 9, 2023, and on~~ the ~~9th day of each subsequent month, or portion thereof, that the~~ Company ~~requires~~submitted toan ~~complete~~application ~~a Business Combination,~~ to betransfer ~~deposited~~its insecurities ~~the~~from ~~trust~~The ~~account~~Nasdaq onGlobal orMarket ~~before~~to ~~the~~The ~~9th~~Nasdaq ~~day~~Capital ~~of each calendar month, until the Second Extended Date~~Market.

On ~~October~~April 2615, ~~2023~~2024, ~~Mountain~~the Company, FCB and BP entered into anAmendment No. 1 to the Amended and Restated Business Combination Agreement (the “~~A&R~~Amendment”). The Amendment amends and restates Section 8.1(h) of the Amended and Restated Business Combination Agreement~~”).~~ ~~The~~to ~~A&R~~provide that FCB may, in its sole and absolute discretion, terminate the Amended and Restated Business Combination Agreement, ~~among~~at ~~others~~any time after April 30, ~~amends~~2024, ~~certain~~if ~~closing~~on ~~conditions~~or ~~relating~~before tosuch date (i) the ~~financial~~RemainCo ~~requirements~~Entities ~~that~~(as ~~must~~defined bein ~~satisfied~~the toAmended ~~complete~~and ~~the~~Restated Business Combination ~~with~~Agreement) ~~the~~have ~~objective~~not tocompleted ~~enhance~~a ~~structural~~sale ~~flexibility.~~of ~~The~~ordinary ~~previous~~shares ~~minimum~~of ~~cash~~Bridgeburg ~~condition,~~on ~~designated~~terms tono ~~cover~~less ~~expenses,~~favorable ~~has~~for ~~been~~them ~~adjusted~~than tothose ~~require~~of ~~that~~the Libero SPA (as defined in the aAmended ~~newly-formed~~and ~~Netherlands~~Restated ~~private~~Business ~~limited~~Combination ~~liability~~Agreement) ~~company~~and toreceived becash ~~renamed~~proceeds ~~Barça~~in ~~Media~~an ~~has~~amount not less than €9040 million inor (ii) cash atproceeds ~~closing~~ of ~~the~~not ~~Business~~less ~~Combination,~~than ~~which~~€40 ~~will~~million behave ~~reduced~~not bybeen ~~any~~provided ~~cash~~in ~~received~~escrow bywith ~~FCB~~the inonly ~~connection~~condition ~~with~~to the ~~contemplated~~release ~~transactions,~~of ~~and~~such ~~will~~funds beto ~~measured~~FCB ~~prior~~being tothe occurrence of the ~~payment~~closing of ~~any~~the ~~transaction~~transactions ~~expenses.~~contemplated ~~The~~by ~~minimum~~the ~~proceeds~~Amended ~~condition~~and ~~(i.e.,~~Restated Business Combination Agreement (the ~~requirement~~satisfaction ~~that~~of ~~FCB~~the orcash ~~its~~proceeds ~~affiliates~~of ~~receive~~not less than €40 million) ~~can~~provided ~~now~~in beescrow ~~met~~described ~~through~~in ~~various~~clause ~~sources,~~(ii) ~~and~~or isthe ~~only~~completion ~~required~~of toa besale ~~satisfied~~of asordinary shares of Bridgeburg described in clause (i), the ~~closing~~“Proceeds Condition”). Section 8.1(h) of the ~~business~~Amended ~~combination.~~and ~~Furthermore,~~Restated ~~FCB’s~~Business ~~previous~~Combination ~~unilateral~~Agreement ~~termination~~previously ~~right~~provided ~~has~~that ~~been~~FCB ~~removed.~~may, Asin ~~amended~~its sole and absolute discretion, terminate the ~~A&R~~Amended and Restated Business Combination Agreement ~~provides~~at ~~for~~any atime ~~termination~~after ~~right~~December by31, ~~FCB~~2023, if ~~funding~~on ofor ~~€40~~before ~~million~~such ~~has~~date ~~not~~the ~~been~~Proceeds ~~received~~Condition orwere ~~committed~~not ~~by December 31, 2023~~satisfied.

On April 25, 2024, the Company received a letter from the Staff granting the Company’s request for transfer to The Nasdaq Capital Market. The Company’s securities were transferred to The Nasdaq Capital Market at the opening of business on April 29, 2024.

On June 5, 2024, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that because the Company had not yet filed its Form 10-Q for the period ended March 31, 2024, the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.

On June 26, 2024, Miles Gilburne resigned as a director of the Company. On June 27, 2024, the Company notified Nasdaq that, as a result of the resignation of Miles Gilburne from the Company’s Board of Directors (the “Board”), the Company was no longer in compliance with Nasdaq Listing Rule 5605 (c) (2) (A), which requires the Company’s Audit Committee to be composed of at least three independent directors, and Nasdaq Listing Rule 5605 (b) (1), which requires a majority of the Board to be comprised of Independent Directors.

On June 28, 2024, the Company and FCB entered into a termination agreement that terminated the Amended and Restated Business Combination Agreement (as amended by the Amendment) in its entirety.

On July 15, 2024, MCAA received a notice from the Listing Qualifications Department of Nasdaq stating that consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), MCAA is entitled to a cure period in order to regain compliance as described in MCAA’s Form 8-K, filed with the Securities and Exchange Commission on July 2, 2024.On July 22, 2024, Alexander Hornung resigned as Chief Financial Officer of the Company and Thomas Middelhoff resigned as Chief Strategy Officer of the Company, in each case effective immediately. Mr. Hornung and Dr. Middelhoff resigned for personal reasons.

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On August 9, 2024, Dr. Philipp Rösler resigned as a director of the Company.

On August 29, 2024, Winston Ma resigned as a director of the Company.

On September 3, 2024, the Company received a letter from the Nasdaq Staff notifying the Company that the Staff have determined to deny the Company’s request for continued listing on The Nasdaq Stock Market. Further to the non-compliance with the Filing Requirement, the Letter also cites that due to the resignations of Mr. Miles Gilburne and Dr. Philipp Rösler from the Company’s board on June 26, 2024, and August 9, 2024, respectively, the Company is in non-compliance with Nasdaq’s Board Independence, Audit Committee Composition, and Compensation Committee Composition requirements set forth by Listing Rules 5606(b)(1), 5605(c)(2), and 5605(d)(2). According to the Letter, these corporate governance deficiencies constitute additional bases for delisting.

On September 20, 2024, the Board appointed Ms. Gracianne Caruso-Klein and Mr. Robert-Eduard Koenig as independent directors of the Company, effective immediately. In connection with the appointments, the Board has appointed Ms. Caruso-Klein and Mr. Koenig to the Audit Committee, the Compensation Committee and Nominating Committee.

On September 20, 2024, the Board appointed Dr. Cornelius Boersch to serve in the role of interim Chief Financial Officer until a permanent replacement is found. Dr. Boersch will continue to serve as the Company’s Chief Executive Officer and as a non-independent member of the Board.

On September 24, 2024, the Board appointed Björn Jacot to the Board of Directors as an independent director. In connection with the appointment, the Board has appointed Mr. Jacot to the Audit Committee, the Compensation Committee and Nominating Committee.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Mountain & Co. I Acquisition Corp.,” “our,” “us” or “we” refer to Mountain & Co. I Acquisition Corp. The following discussion and analysis of ~~our~~the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, ~~and Section 21E of~~ (the ~~Exchange~~“Securities Act~~. All statements~~”), ~~other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion~~ and ~~Analysis~~Section of21E ~~Financial Condition and Results~~ of ~~Operations”~~the ~~regarding~~Securities ~~the~~Exchange ~~completion~~Act of ~~the Business Combination~~1934, ~~the~~as ~~Company’s~~amended ~~financial position, business strategy and~~ (the ~~plans~~“Exchange ~~and objectives of management for future operations, are forward-looking statements~~Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. ~~Factors~~Such ~~that~~statements ~~might~~include, ~~cause~~but orare ~~contribute~~not limited to, ~~such~~possible abusiness ~~discrepancy~~combinations ~~include,~~and ~~but~~the ~~are~~financing ~~not~~thereof, ~~limited~~and torelated matters, ~~those~~as ~~described~~well inas ~~our~~all other ~~SEC~~statements other than statements of historical fact included in this Quarterly Report. The Company’s securities filings can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission’s (the “SEC’s”) website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on April 16, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

Our Sponsor is Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”).

Our registration statement was declared effective on November 4, 2021. On November 9, 2021, we consummated our initial public offering (the “IPO”) of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit and the sale of 12,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor that closed simultaneously with the IPO. On November 12, 2021, the underwriters exercised their full over-allotment option, resulting in an additional 3,000,000 Units purchased and $30,000,000 in additional gross proceeds for aggregate Units purchased of 23,000,000 and aggregate gross proceeds of $230,000,000 from both the IPO and over-allotment option exercise. Substantially concurrently with the exercise of the over-allotment option, we completed the private sale of 1,500,000 additional Private Placement Warrants to our Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $1,500,000.

Transaction costs related to our IPO and the exercise of the over-allotment option amounted to $13,406,427 consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting fees and $756,427 of other cash offering costs.

Following the closing of our IPO on November 9, 2021, and subsequent close of the over-allotment option exercise on November 12, 2021, a total of $236,900,000, comprised of $225,400,000 of the net proceeds from the IPO, including $8,050,000 of the underwriters’ deferred discount, and $11,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement governing the Trust Account, the trustee is not permitted to invest in other securities or assets. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of our public shares if we are unable to complete the initial Business Combination, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a

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~~unable to complete the initial Business Combination, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a~~ shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of our public shares if we have not consummated an initial Business Combination by November 30, 2023, or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

On February 6, 2023, ~~the~~we ~~Company~~ held an extraordinary general meeting of shareholders, where our shareholders approved a special resolution (the “First Extension Amendment Proposal”) to amend the Company’s amended and restated memorandum and articles of association to (i) extend from February 9, 2023 to November 9, 2023 (the “First Extension”), the date by which the Company must consummate an initial business combination.

In connection with the vote to approve the First Extension Amendment Proposal, shareholders holding 10,784,962 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, approximately $113.0 million (approximately $10.48 per share) was removed from the trust account to pay such redeeming holders~~, representing 46~~.~~9% of the public shares. 53.1% of the public shares issued in our IPO remain outstanding.~~

On September 14, 2023, we held an extraordinary general meeting of shareholders, where our shareholders approved a special resolution (the “Second Extension Amendment Proposal”) to amend the Company’s amended and restated memorandum and articles of association to (i) extend from November 9, 2023 to March 9, 2024 (the “Second ~~Extended Date~~Extension”), the date by which the Company must consummate an initial business combination ~~(the “Second Extension”)~~.

In connection with the ~~Second~~vote ~~Extension, the Sponsor agreed~~ to ~~advance~~approve to the Company (i) $300,000 plus (ii) $300,000 for each subsequent calendar month commencing on October 9, 2023, and on the 9th day of each subsequent month, or portion thereof, that the Company requires to complete a Business Combination, to be deposited in the trust account on or before the 9th day of each calendar month, until the Second ~~Extended~~Extension ~~Date.~~Amendment ~~On September 14~~Proposal, ~~2023,~~shareholders ~~the~~holding ~~Company amended and restated that certain promissory note~~701,973 ~~dated~~public ~~February~~shares 6,exercised ~~2023~~their ~~(the~~right ~~“Amended and Restated Note”) previously issued by the Company~~ to ~~the~~redeem ~~Sponsor in respect of~~ such ~~advances~~shares ~~and~~for ~~the~~a ~~Sponsor~~pro ~~has~~rata ~~waived~~portion ~~any~~of ~~and all rights to~~ the ~~monies~~funds ~~held~~ in the trust account ~~with respect to those advances~~. ~~The~~As ~~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~~result, orapproximately ~~(b) the date of the liquidation of the Company~~$7.8 Atmillion ~~the~~(approximately ~~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~~11.0005 per ~~warrant.~~share) ~~Any~~was ~~amendments~~removed tofrom the ~~Amended~~trust ~~and~~account ~~Restated Note and the loan may be made with the written consent of the Sponsor and the Company. For example, if we determine that we no longer expect~~ to ~~complete~~pay ~~a business combination within the prescribed time frame, the Sponsor and the Company may agree to discontinue~~ such ~~loans~~redeeming holders.

InOn ~~connection~~March ~~with~~8, ~~the~~2024, ~~vote~~we toheld ~~approve~~an ~~the~~extraordinary ~~Second~~general ~~Extension~~meeting ~~Amendment~~of ~~Proposal,~~ shareholders ~~holding 701~~,~~973~~ ~~public~~where ~~shares~~our ~~exercised~~shareholders ~~their~~approved ~~right~~a tospecial ~~redeem~~resolution ~~such~~(the ~~shares~~“Third ~~for~~Extension aAmendment ~~pro~~Proposal”) ~~rata~~to ~~portion~~amend of the ~~funds~~Company’s inamended ~~the~~and ~~trust~~restated ~~account.~~memorandum Asand aarticles ~~result,~~of ~~approximately~~association ~~$7.8~~to ~~million~~ (~~approximately $11.05 per share~~i), ~~was~~extend ~~removed~~ from ~~the~~March ~~trust~~9, ~~account~~2024 to ~~pay~~November ~~such redeeming holders~~9, ~~representing~~2024 ~~49.9% of~~ (the ~~public~~“Third ~~shares~~Extension”), in the ~~aggregate.~~date ~~50.1%~~by ofwhich the ~~public~~Company ~~shares~~must ~~issued~~consummate inan ~~our~~initial ~~IPO~~business ~~remain outstanding~~combination.

~~Our~~In ~~Sponsor~~connection ~~has~~with ~~agreed~~the ~~that~~vote ~~it will be liable~~ to usapprove ~~if and to~~ the ~~extent~~Third ~~any~~Extension ~~claims~~Amendment ~~by a third party for services rendered or products sold to us~~Proposal, orshareholders aholding ~~prospective target business with which we have entered into a written letter of intent~~3, ~~confidentiality or other similar agreement or Business Combination agreement~~133,293 ~~reduce the amount of funds in the Trust Account to below the lesser of (i) $10.30 per~~ public ~~share~~shares ~~and~~exercised ~~(ii)~~their ~~the~~right ~~actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per share due~~ to ~~reductions~~redeem ~~in the value of the trust assets, less taxes payable, provided that~~ such ~~liability~~shares ~~will~~for ~~not apply to any claims by~~ a ~~third~~pro ~~party~~rata orportion ~~prospective target business who executed a waiver~~ of ~~any and all rights to~~ the ~~monies~~funds ~~held~~ in the ~~Trust~~trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Actaccount. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are our securities. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, ifapproximately ~~any~~$35.8 ~~such~~million ~~claims~~(approximately ~~were successfully made against the trust account, the funds available for the initial Business Combination and redemptions could be reduced to less than~~ $1011.3042 per ~~public~~ share.) Inwas ~~such~~removed ~~event,~~from wethe ~~may~~trust ~~not~~account ~~be able~~ to ~~complete~~pay ~~the initial Business Combination, and you would receive~~ such ~~lesser~~redeeming ~~amount per~~ holders.

~~-22-~~Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.30 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are our securities. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.30 per public share. In such event, we may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

As previously disclosed, on October 9, 2023, the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 total holders for continued listing on The Nasdaq Global Market (the “Minimum Public Holders Rule”).

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~~share~~On inApril ~~connection~~13, ~~with~~2024, ~~any~~the ~~redemption~~Company ofsubmitted ~~your~~an ~~public~~application ~~shares.~~to ~~None~~transfer ofits ~~our~~securities ~~officers~~from orThe ~~directors~~Nasdaq ~~will~~Global ~~indemnify~~Market usto ~~for~~The ~~claims~~Nasdaq byCapital ~~third parties including, without limitation, claims by vendors and prospective target businesses~~Market.

On June 5, 2024, the Company received a notice from the Staff of Nasdaq indicating that because the Company had not yet filed its Form 10-Q for the period ended March 31, 2024, the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.

On June 26, 2024, Miles Gilburne resigned as a director of the Company. On June 27, 2024, the Company notified Nasdaq that, as a result of the resignation of Miles Gilburne from the Company’s Board of Directors (the “Board”), the Company was no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee to be composed of at least three independent directors, and Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Board to be comprised of Independent Directors.

On July 22, 2024, Alexander Hornung resigned as Chief Financial Officer of the Company and Thomas Middelhoff resigned as Chief Strategy Officer of the Company, in each case effective immediately. Mr. Hornung and Dr. Middelhoff resigned for personal reasons.

On August 9, 2024, Dr. Philipp Rösler resigned as a director of the Company.

On August 29, 2024, Winston Ma resigned as a director of the Company.

On September 10, 2024, the Company requested to appeal the Staff’s determination to delist the Company’s securities. On September 11, 2024, the Company was notified that a hearing has been set for October 24, 2024.On September 20, 2024, the Board appointed Gracianne Caruso-Klein and Robert-Eduard Koenig as independent directors of the Company, effective immediately. In connection with the appointments, the Board has appointed Ms. Caruso-Klein and Mr. Koenig to the Audit Committee, the Compensation Committee and Nominating Committee.

Results of Operations

As of ~~September~~March 3031, ~~2023~~2024, we had not commenced any operations. All activity for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 relates to our formation and IPO. We will not generate any operating revenues at the earliest until after the completion of our initial Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from our IPO. We have selected December 31 as our fiscal year end.

~~For the three months ended September 30, 2023, we had a net income of $1,244,832, which consisted of interest earned on trust account of $2,106,298, offset by formation and operating costs $861,466.~~-25-

~~For~~Table ~~the nine months ended September 30, 2023, we had a net income~~ of ~~$3,674,012, which consisted of interest earned on trust account of $5,701,602, offset by formation and operating costs $2,027,590.~~Contents

For the three months ended ~~September~~March 3031, ~~2022~~2024, we had a net income of $~~442~~873,~~827~~545, which consisted of interest earned on trust account of $~~742~~1,~~534~~334,503, offset by formation and operating costs $~~299~~455,~~707~~249, as well as change in fair value of derivative liability - conversion feature of promissory notes of $5,709.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we had a net ~~loss~~income of $~~314~~1,~~477~~617,637, which ~~included~~consisted ~~formation~~of ~~and~~interest ~~operating~~earned ~~costs~~on trust account of $12,~~170~~138,~~196~~060, offset by ~~interest~~formation ~~earned~~and onoperating ~~trust~~costs ~~account of~~ $~~855~~520,~~719~~423.

Proposed Business Combination

Business Combination Agreement

On August 11, 2023, the Company entered into the a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”)with Futbol Club Barcelona, a sport association (asociación deportiva) (“FCB”) and Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”), pursuant to which, among other things: (i) Sponsor will transfer all of the equity of a newly-formed Netherlands private limited liability company to be renamed Barça Media (“TopCo”), which shall own all of the equity interests of a Cayman Islands exempted company (“Merger Sub”), to BP for nominal consideration; (ii) FCB and BP will cause TopCo and Merger Sub to become a party to the Business Combination Agreement; and (iii) Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving company (the “Surviving Company”) and, after giving effect to the Merger, become a wholly owned subsidiary of TopCo. Each issued and outstanding Class A ordinary share of the Company and Class B ordinary share of the Company will be converted into one Class A ordinary share of the Surviving Company, and immediately thereafter, each of the resulting Class A ordinary shares of the Surviving Company will be immediately exchanged for one ordinary share in the share capital of TopCo, and each outstanding warrant to purchase one Class A ordinary share of the Company at a price of $11.50 per share will, by its terms, convert into a Converted Warrant (as defined in the Business Combination Agreement). Bridgeburg Invest, S.L., a Spanish limited liability corporation and an indirect subsidiary of FCB, will assume, prior to the consummation of the Merger, the assets and liabilities associated with FCB’s content creation platform. There can be no assurance that the business combination will be consummated.

On September 8, 2023, Mountain, FCB and BP entered into an amendment to the Business Combination Agreement to amend certain conditions to the closing of the Business Combination. On October 26, 2023, Mountain, FCB and BP entered into an Amended and Restated Business Combination Agreement (the “A&R Business Combination Agreement”). The A&R Business Combination Agreement, among others, amends certain closing conditions relating to the financial requirements that must be satisfied to complete the Business Combination with the objective to enhance structural flexibility. The previous minimum cash condition, designated to cover expenses, has been adjusted to require that the a newly-formed Netherlands private limited liability company to be renamed Barça Media (“TopCo”) has not less than €90 million in cash at closing of the Business Combination, which will be reduced by any cash received by FCB in connection with the contemplated transactions, and will be measured prior to the payment of any transaction expenses. The minimum proceeds condition (i.e., the requirement that FCB or its affiliates receive €40 million) can now be met through various sources, and is only required to be satisfied as of the closing of the business combination. Furthermore, FCB’s previous unilateral termination right has been removed. As amended, the A&R Business Combination Agreement provides for a termination right by FCB if funding of €40 million has not been received or committed by December 31, 2023.

~~-23-~~On April 15, 2024, Mountain, FCB and BP entered into Amendment No. 1 to the A&R Business Combination Agreement (the “Amendment”). The Amendment amends and restates Section 8.1(h) of the A&R Business Combination Agreement to provide that FCB may, in its sole and absolute discretion, terminate the A&R Business Combination Agreement at any time after April 30, 2024, if on or before such date (i) the RemainCo Entities (as defined in the A&R Business Combination Agreement) have not completed a sale of ordinary shares of Bridgeburg Invest, S.L. (“Bridgeburg”) on terms no less favorable for them than those of the Libero SPA (as defined in the A&R Business Combination Agreement) and received cash proceeds in an amount not less than €40 million or (ii) cash proceeds of not less than €40 million have not been provided in escrow with the only condition to the release of such funds to FCB being the occurrence of the closing of the transactions contemplated by the A&R Business Combination Agreement (the satisfaction of the cash proceeds of not less than €40 million provided in escrow described in clause (ii) or the completion of a sale of ordinary shares of Bridgeburg described in clause (i), the “Proceeds Condition”). Section 8.1(h) of the A&R Business Combination Agreement previously provided that FCB may, in its sole and absolute discretion, terminate the A&R Business Combination Agreement at any time after December 31, 2023, if on or before such date the Proceeds Condition were not satisfied.

On June 28, 2024, the Company and FCB entered into a termination agreement that terminated the Amended and Restated Business Combination Agreement (as amended by the Amendment) in its entirety.

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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.

Please see Item 1A “Risk Factors” below for further disclosure on risks related to the Business Combination and Note 9 “Subsequent Events” above for further information. The Business Combination is described in more detail in the Company’s Current Report on Form 8-K, filed on August 11, 2023 (Acc. No. 0001104659-23-090538) and the Company’s Current Report on Form 8-K, filed on September 8, 2023 (File No. 001-41021).

Related Agreements

On August 11, 2023, LIBERO, Orpheus, Blaugrana, BP and the Company entered into definitive agreements, pursuant to which, among other things, LIBERO has agreed to purchase, and Orpheus and Blaugrana have agreed to sell, 294 ordinary shares of Bridgeburg that are owned by Orpheus and Blaugrana in exchange for cash payments by LIBERO to BP in an amount equal to approximately (i) €20 million ($21.2 million) in the aggregate on or before August 11, 2023, but not before the execution of the Business Combination Agreement and (ii) €20 million ($21.2 million) in the aggregate on or before August 21, 2023.

On August 11, 2023, a holding company advised by NIPA Capital B.V. (“Holding”), Orpheus, Blaugrana, BP and the Company entered into definitive agreements, pursuant to which, among other things, Holding has agreed to purchase, and Orpheus and Blaugrana have agreed to sell, 590 ordinary shares of Bridgeburg in the aggregate that are owned by Orpheus and Blaugrana in exchange for cash payments by Holding directly to BP in an amount equal to approximately €20 million ($21.2 million) on August 11, 2023 and the assumption by Holding of Orpheus’ obligation (pursuant to that certain sale and purchase agreement, dated August 11, 2022, between Orpheus and BP) to pay €30 million ($21.2 million) to BP on June 15, 2024 and €30 million ($31.8 million) to BP on June 15, 2025. In connection with and subject to the closing of the Business Combination, Holding will also purchase from the Sponsor 5,750,000 warrants to purchase ordinary shares of TopCo and 2,537,500 ordinary shares of TopCo.

On August 11, 2023, the Company and PRIMARY metaverse d.o.o., a limited liability company organized in Croatia (the “Consultant”) entered into the consulting agreement, pursuant to which, among other things, the Consultant agreed to provide the Company with support in identifying third-party investors to backstop or assume certain payment obligations of Orpheus and Socios Deportes Services, S.L., for which the Consultant will be paid a fee of €4.1 million ($4.3 million). As a result of the Consultant’s efforts to identify third-party investors, LIBERO, the Sponsor and a guarantor (the “Guarantor”) entered into the Backstop Agreement, pursuant to which, in exchange for certain warrants the Sponsor will provide to the Guarantor and the Consultant, the Guarantor will pay any remaining balance of the Secondary Payment Amount (as defined in the Backstop Agreement) outstanding as of August 21, 2023, so long as the Company and BP have entered into and publicly announced a business combination agreement.

On August 9, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in a deposit account with a financial institution in the United States. The interest rate on such deposit account is currently approximately 4.60% per annum, but such deposit account carries a variable rate, and the Company cannot assure investors that such rate will not decrease or increase significantly.

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Company’s Amended and Restated Articles of Association with respect to any Class A ordinary shares of the Company purchased through the FPA Subscription Agreement and any Recycled Shares in connection with the Business Combination, extensions or otherwise that would require redemption by the Company of such shares.

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Liquidity, Capital Resources and Going Concern

Our liquidity needs up to ~~September~~March 3031, ~~2023~~2024 have been satisfied through the payment of certain offering costs by the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $500,000. As of ~~September~~March 3031, ~~2023~~2024, we had $9119,~~629~~197 in our operating bank account, and a working capital deficit of $58,~~458~~337,~~434~~296.

In addition, in order to finance transaction costs in connection with the Business Combination, our Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans, ~~as defined below~~ (see Note 5). ~~As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under Working Capital Loans.~~

InDuring ~~connection~~the ~~with~~period ~~our~~from ~~assessment~~February 20, 2024 to March 19, 2024, the Company issued to the third-party investors five convertible promissory notes (each, a “Convertible Note”) evidencing working capital loans made by such investors to the Company in an aggregate of ~~going~~$718,945. ~~concern~~The ~~considerations~~investors waived any and all rights to the monies held in ~~accordance~~the Trust Account with ~~Financial~~respect ~~Accounting~~to ~~Standard~~their ~~Board’s~~loans. ~~Account~~The ~~Standards~~principal ~~Update~~balance of each Convertible Note will be repayable by the Company on the earlier of (such date, the “~~ASU~~Maturity Date”), ~~2014-15~~(i) the date on which the Company consummates its initial business combination, ~~“Disclosure~~and (ii) the date of ~~Uncertainties~~the ~~about~~liquidation anof ~~Entity’s~~the ~~Ability~~Company; toprovided, ~~Continue~~however, asthat aif ~~Going~~an ~~Concern”~~initial business combination is not consummated, ~~management~~the ~~has~~Convertible ~~determined~~Note ~~that~~will wenot ~~have~~be ~~incurred~~repaid and ~~expect~~all amounts owed thereunder will be forgiven except to ~~continue~~the extent that the Company has funds available to ~~incur~~it ~~significant~~outside ~~costs~~of inits ~~pursuit~~Trust Account. Each Convertible Note bears non-compounding interest at a rate per annum of ~~our~~8% ~~financing~~of ~~and~~the ~~acquisition~~unpaid ~~plans~~principal balance under such Convertible Note, which is payable upon the Maturity Date. InEach ~~addition~~investor may, weat ~~have~~its ~~until~~option, ~~March~~convert 9any unpaid principal balance and accrued interest under its Convertible Note, ~~2024~~subject to ~~consummate~~and afollowing ~~Business~~the ~~Combination.~~Maturity ~~Management~~Date, ~~considers~~into that ~~liquidity~~number ~~and~~of ~~capital~~ordinary ~~resources~~shares ~~available~~of ~~might~~the ~~not~~post-business becombination ~~sufficient~~combined company equal to ~~operate~~the ~~through~~principal ~~March~~amount 9,of ~~2024~~and accrued interest on the Convertible Note so converted multiplied by 0.3 ~~Also,~~(rounded itdown isto ~~uncertain~~the ~~that~~nearest wewhole share). The conversion shares will be ~~able~~entitled to ~~consummate~~the aregistration ~~Business~~rights ~~Combination~~set byforth ~~this~~in ~~date.~~that Ifcertain aRegistration ~~Business~~Rights ~~Combination~~Agreement, isentered ~~not~~into ~~consummated~~ by ~~this~~the ~~date~~Company and the parties thereto, ~~there~~in ~~will~~connection bewith athe ~~mandatory~~Company’s ~~liquidation~~initial public offering and ~~subsequent~~attached ~~dissolution~~as ofExhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 16, 2021.

As of March 31, 2024 and December 31, 2024, there were no amounts outstanding under Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. In addition, we have until November 9, 2024 to consummate a Business Combination. Management considers that liquidity and capital resources available might not be sufficient to operate through November 9, 2024. Also, it is uncertain that we will be able to consummate a Business Combination by this date. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

We have determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, in addition to potential liquidity and capital shortage raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Risks and Uncertainties

The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the pandemic, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the pandemic. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

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Administrative Support Agreement

Commencing on November 5, 2021, we agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative services provided to the members of our management team. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2024 ~~we had incurred $30,000~~ and ~~$90~~2023,~~000~~ ~~of administrative support expense pursuant to this agreement. For the three and nine months ended September 30, 2022,~~ we had incurred $30,000 ~~and $90,000~~ of administrative support expense pursuant to this agreement.

Registration Rights

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans and extension loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and extension loans) will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration and shareholder rights agreement that has been signed in conjunction with the consummation of our IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Critical Accounting Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Offering Costs Associated with IPO

Deferred offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to our IPO. Upon consummation, they were charged ratably to the underlying instruments they related to on a relative fair value basis. If our IPO had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. Offering costs amounted to $13,406,427 and were charged to temporary equity, outside of shareholders’ deficit, upon the completion of our IPO on November 9, 2021.

Ordinary Class A Shares Subject to Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. Our Class A ordinary shares sold in our IPO feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. Accordingly, asthere ofwere ~~September 30~~5,475,000 ~~2023~~ and ~~December~~none ~~31, 2022, there were no~~ Class A ordinary shares issued or outstanding as of March 31, 2024 and December 31, 2023, respectively.

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Net Income (Loss) Per Ordinary Share

We apply the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of shares. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income (loss) per ordinary share is computed by dividing the pro rata net income (loss) between our Class A ordinary shares and our Class B ordinary shares by the weighted average number of shares of ordinary shares outstanding for each of the periods. The calculation of diluted income (loss) per share of ordinary shares does not consider the effect of the warrants issued in connection with our IPO since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As of September 30, 2023 and December 31, 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

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Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income (loss) per ordinary share is computed by dividing the pro rata net income (loss) between our Class A ordinary shares and our Class B ordinary shares by the weighted average number of shares of ordinary shares outstanding for each of the periods. The calculation of diluted income (loss) per share of ordinary shares does not consider the effect of the warrants issued in connection with our IPO since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As of March 31, 2024 and December 31, 2023, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. We have not adopted this guidance as of ~~September~~March 3031, ~~2023~~2024.

Inflation

We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~September~~March 3031, ~~2023~~2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

As previously discussed in the form 10-K for the year ended December 31, ~~2022~~2023, management identified material weaknesses related to errors in accounting for exercise of the over-allotment option, lack of management review controls and timely account-level reconciliations, as well as lack of controls to assure proper searches for possible undisclosed related parties and/or related party transactions between our sponsor, members of management and/or other insiders acting on behalf, and for the benefit of our Company. These material weaknesses remained non remediated as of ~~September~~March 3031, ~~2023~~2024.

Management plans to enhance internal controls and procedures, including enhancing access to accounting literature, identification and consideration of third-party professionals with whom to consult regarding complex accounting applications and implementing additional layers of reviews in the financial close process.

Changes in Internal Control over Financial Reporting

Other than identified above, there was no change in our internal control over financial reporting that occurred during the fiscal quarter ended ~~September~~March 3031, ~~2023~~2024 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our prospectus filed with the SEC on October 21, 2021 and in our Annual Report for the year ended December 31, ~~2022, with the exception of those discussed below~~2023. ~~Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.~~ Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

There is no assurance when or if the Business Combination will be completed.

Completion of the Business Combination is subject to the satisfaction or waiver of a number of conditions as set forth in the A&R Business Combination Agreement, including shareholder approvals, a proceeds condition and other closing conditions. There can be no assurance that the conditions to completion of the Business Combination will be satisfied or waived. In addition, each of the Company and FCB may unilaterally terminate the Business Combination Agreement under certain circumstances set forth in the Business Combination Agreement, and the Company and FCB may agree at any time to terminate the A&R Business Combination Agreement. In particular, FCB may terminate the A&R Business Combination Agreement if funding of €40 million has not been received by or committed to FCB by December 31, 2023. The ability of the Company to issue equity or obtain financing in connection with the Business Combination or in the future is also uncertain.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
2.1†		Amendment No. 1, dated April 15, 2024, to the Amended and Restated Business Combination Agreement by and among Futbol Club Barcelona, Barça Produccions S.L., and Mountain & Co. I Acquisition Corp. (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on April 15, 2024)

3.1		Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1/A (File No. 333-259034) filed with the SEC on October 25, 2021)

No.		Description of Exhibit
3.2		Amendment to the Amended and Restated Memorandum and Articles of Association of the Company. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on February 7, 2023)
2.1†		Business Combination Agreement, dated as of August 11, 2023, by and among Futbol Club Barcelona, Barça Produccions S.L., and Mountain & Co. I Acquisition Corp. (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on August 11, 2023)

2.2		Amendment No. 1, dated September 8, 2023, to the Business Combination Agreement by and among Futbol Club Barcelona, Barça Produccions S.L., and Mountain & Co. I Acquisition Corp. (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on September 8, 2023)
3.3		Amendment to the Amended and Restated Memorandum and Articles of Association of the Company. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on September 18, 2023)

3.1		Amendment to the Amended and Restated Memorandum and Articles of Association of the Company. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on September 18, 2023)
3.4		Amendment to the Amended and Restated Memorandum and Articles of Association of the Company. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on March 11, 2024)

10.1*		Forward Purchase Agreement, dated as of July 31, 2023, by and among Mountain & Co. I Acquisition Corp., Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on August 4, 2023)
10.1		Form of Convertible Note issued by the Company (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on February 26, 2024)

10.2*		Subscription Agreement, dated as of July 31, 2023, by and among Mountain & Co. I Acquisition Corp., Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on August 4, 2023)
10.2		Amendment No. 3 to Investment Management Trust Agreement, dated November 4, 2021, as amended by Amendment No. 1 dated February 6, 2023 and Amendment No. 2 dated September 14, 2023 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on March 11, 2024)

10.3*		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, Mountain & Co. I Acquisition Corp. and Barça Produccions S.L. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on August 11, 2023)
31.1**		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**††		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**††		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10.4*		Shares Sale and Purchase Agreement, dated as of August 11, 2023, by and among Blaugrana Invest, S.à.r.l., LIBERO Football Finance AG, Barça Produccions S.L., and Mountain & Co. I Acquisition Corp. (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on August 11, 2023)
101.INS**		Inline XBRL Instance Document

10.5*		Shares Sale and Purchase Agreement, dated as of August 11, 2023, by and among Orpheus Media, S.L., LIBERO Football Finance AG, Barça Produccions S.L., and Mountain & Co. I Acquisition Corp. (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on August 11, 2023)
101.SCH**		Inline XBRL Taxonomy Extension Schema Document

10.6*		Shares Sale and Purchase Agreement, dated as of August 11, 2023, by and among Blaugrana Invest, S.à.r.l., [redacted], Barça Produccions S.L., and Mountain & Co. I Acquisition Corp. (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on August 11, 2023)
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document

10.7*		Shares Sale and Purchase Agreement, dated as of August 11, 2023, by and among Orpheus Media, S.L., [redacted], Barça Produccions S.L., and Mountain & Co. I Acquisition Corp. (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on August 11, 2023)
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document

10.8*		Consulting Agreement, dated as of August 11, 2023, by and between Mountain & Co. I Sponsor LLC and PRIMARY metaverse d.o.o. (incorporated herein by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on August 11, 2023)
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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No.		Description of Exhibit
10.9		Amendment No. 2 to Investment Management Trust Agreement, dated November 4, 2021, as amended by Amendment No. 1 dated February 6, 2023. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on September 18, 2023)

10.10		Amended and Restated Promissory Note issued to the Sponsor. (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-41021) filed with the SEC on September 18, 2023)

31.1**		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**		Inline XBRL Instance Document

101.SCH**		Inline XBRL Taxonomy Extension Schema Document

101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

†	Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

††

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

*	Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) of Regulation S-K. The Registrant agrees to furnish supplementally an unredacted copy of such an exhibit to the SEC upon its request.

**	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 25, 2024

MOUNTAIN & CO. I ACQUISITION CORP.

By:	/s/ Dr. Cornelius Boersch
Name:	Dr. Cornelius Boersch
Title:	Chief Financial Officer

Date: November 14, 2023

MOUNTAIN & CO. I ACQUISITION CORP. By: /s/ Alexander Hornung Name: Alexander Hornung Title: Chief Financial Officer

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Filing Compare · Mountain & Co. I Acquisition Corp.