Mountain & Co. I Acquisition Corp. Announces Receipt of Nasdaq Delisting Determination - Intention to Appeal

Rhea-AI Summary

Mountain & Co. I Acquisition Corp. (MCAA) has received a delisting determination from Nasdaq due to non-compliance with several listing requirements. The company failed to file its Form 10-Q for Q1 and Q2 2024, violating the Filing Requirement. Additionally, following board member resignations, MCAA is non-compliant with Board Independence, Audit Committee Composition, and Compensation Committee Composition requirements.

Unless MCAA appeals by September 10, 2024, its securities will be suspended on September 12, 2024. The company intends to appeal and present a compliance plan to a Hearings Panel. During this process, MCAA's securities will continue trading on Nasdaq. However, there's no guarantee the appeal will succeed, and delisting could significantly impact the company's stock liquidity and price.

Positive

• Company intends to appeal the delisting determination
• Securities will continue trading on Nasdaq during the appeal process

Negative

• Received Nasdaq delisting determination
• Non-compliant with Filing Requirement (Form 10-Q for Q1 and Q2 2024)
• Violating Board Independence, Audit Committee, and Compensation Committee composition requirements
• Risk of securities suspension and delisting if appeal fails
• Potential negative impact on stock liquidity and price if delisted

Insights

Legal Expert

The delisting determination by Nasdaq poses significant challenges for Mountain & Co. I Acquisition Corp. The company's non-compliance with multiple listing requirements, including financial reporting and corporate governance standards, underscores serious operational issues. The failure to file timely financial reports (Form 10-Q) raises red flags about the company's financial health and transparency.

The resignations of two board members, leading to non-compliance with board independence and committee composition requirements, further compound the company's problems. This governance instability could impact investor confidence and the company's ability to make strategic decisions.

While the company plans to appeal, the outcome remains uncertain. If delisting occurs, it could severely impact stock liquidity and valuation. Investors should be cautious and closely monitor the appeal process and the company's efforts to address these compliance issues.

Financial Analyst

The potential delisting from Nasdaq is a major red flag for investors. The company's failure to file timely financial reports (Form 10-Qs) suggests potential underlying financial issues or internal control problems. This lack of transparency makes it challenging to assess the company's true financial position.

If delisted, the company's stock could face significant liquidity issues, potentially leading to increased volatility and wider bid-ask spreads. This would make it more difficult and costly for investors to trade the stock. Additionally, many institutional investors have mandates that prevent them from holding non-listed securities, which could lead to forced selling and further price pressure.

The appeal process and potential hearing provide a temporary reprieve, but investors should be prepared for the possibility of delisting. The company's ability to quickly address these issues will be important for its future on a major exchange.

Corporate Governance Expert

The resignations of two board members, leading to non-compliance with Nasdaq's board independence and committee composition requirements, highlight significant corporate governance weaknesses. This instability at the board level raises concerns about the company's leadership and decision-making processes.

The lack of proper board composition could impair the company's ability to provide effective oversight, particularly in areas such as financial reporting and executive compensation. This governance deficit may also signal deeper organizational issues or conflicts that prompted the resignations.

To regain compliance, the company must quickly recruit qualified independent directors to fill these important roles. However, attracting top talent may be challenging given the current circumstances. Investors should closely monitor the company's efforts to reconstitute its board and committees, as this will be critical for addressing Nasdaq's concerns and ensuring proper corporate governance.

NEW YORK, Sept. 9, 2024 /PRNewswire/ -- Mountain & Co. I Acquisition Corp. (the "Company") announces that on September 3, 2024, the Company received a letter (the "Letter") from the NASDAQ Stock Market ("Nasdaq") notifying the Company that Nasdaq Listing Qualifications Staff ("Staff") have determined to deny the Company's request for continued listing on The Nasdaq Stock Market.

On June 5, 2024, Staff notified the Company the Company that it was not in compliance with Nasdaq's Listing Rule 5250(c)(1) (the "Filing Requirement") due to the delay in the filing of the Company's Form 10-Q for the period ended March 31, 2024. On August 2, 2024, The Company submitted a plan (the "Plan") to regain compliance with the Filing Requirement. Subsequently, the Company also failed to timely file its Form 10-Q for the period ended June 30, 2024.

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.

Unless the Company requests an appeal of Staff's determination by September 10, 2024, trading of the Company's Class A Ordinary Shares, Warrants, and Units will be suspended at the opening of business on September 12, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which would remove the Company's securities from listing and registration on the Nasdaq Stock Market.

The Company to timely appeal Staff's determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A request for a hearing regarding a delinquent filing will stay the suspension of the Company's securities for a period of 15 days from the date of the request. When the Company requests a hearing, it intends to also request a stay of the suspension, pending the hearing. A Panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable but, in any event, no later than 15 calendar days following the deadline to request the hearing.

At the Panel hearing, the Company intends to present a strategic plan to regain compliance with the applicable Nasdaq Listing Rules. In the interim, the Company's securities will continue to trade on Nasdaq. There can be no assurance that the Company's plan will be accepted by the Panel or that, if it is, the Company will be able to regain compliance with the applicable Nasdaq Listing Rules. If the Company's securities are delisted, it could be more difficult to buy or sell the Company's securities or to obtain accurate quotations, and the price of the Company's securities could suffer a material decline.

About Mountain & Co. I Acquisition Corp.

Mountain & Co. I Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. MCAA is listed on the NASDAQ under the ticker "MCAA."

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information currently available to MCAA. In some cases, you can identify forward-looking statements by the following words: "budget," "may," "will," "could," "would," "should," "forecast," "future," "might," "outlook," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek" or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans as they relate to the proposed transaction, are also forward-looking statements. These forward-looking statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Most of these factors are outside MCAA's control and are difficult to predict. Forward-looking statements in this communication include, but are not limited to, statements regarding the identification of a target business and a potential business combination or other such transaction. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, those included under the heading "Risk Factors" in the annual report on Form 10-K for year ended December 31, 2023 of MCAA and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC.

CONTACT: Felix Exner, fe@mountain-partners.ch 

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SOURCE Mountain & Co. I Acquisition Corp.

FAQ

Why is Mountain & Co. I Acquisition Corp. (MCAA) facing Nasdaq delisting?

MCAA is facing Nasdaq delisting due to non-compliance with the Filing Requirement (delayed Form 10-Q filings) and corporate governance issues including Board Independence, Audit Committee, and Compensation Committee composition requirements.

When will MCAA's securities be suspended from Nasdaq trading?

If MCAA doesn't appeal by September 10, 2024, its securities will be suspended at the opening of business on September 12, 2024. However, the company intends to appeal, which would delay any potential suspension.

What is MCAA's plan to address the Nasdaq delisting determination?

MCAA plans to appeal the decision to a Hearings Panel and present a strategic plan to regain compliance with Nasdaq Listing Rules. The company will request a stay of suspension pending the hearing.

What are the potential consequences if MCAA is delisted from Nasdaq?

If delisted, it could become more difficult to buy or sell MCAA's securities, obtain accurate quotations, and the stock price could suffer a material decline. This would negatively impact liquidity and potentially shareholder value.