SEC Comment Letter 0000000000-22-012188 to Mountain & Co. I Acquisition Corp. (MCAA, MCAAU, MCAAW) (CIK 0001856995)
Mountain & Co. I Acquisition Corp. (MCAA, MCAAU, MCAAW) (CIK 0001856995)
Date: Nov. 9, 2022 · CIK: 0001856995 · Accession: 0000000000-22-012188
AI Filing Summary & Sentiment
File numbers found in text: 001-41021
Letter
United States securities and exchange commission logo November 9, 2022 Alexander Hornung Chief Financial Officer Mountain & Co. I Acquisition Corp. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 Re:Mountain & Co. I Acquisition Corp. Form 10-K for the year ended December 31, 2021 Filed on April 15, 2022 File No. 001-41021 Dear Alexander Hornung: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the year ended December 31, 2021 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameAlexander Hornung Comapany NameMountain & Co. I Acquisition Corp. November 9, 2022 Page 2 FirstName LastName Alexander Hornung Mountain & Co. I Acquisition Corp. November 9, 2022 Page 2 of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551- 3856 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
November 9, 2022
Alexander Hornung
Chief Financial Officer
Mountain & Co. I Acquisition Corp.
4001 Kennett Pike, Suite 302
Wilmington, Delaware 19807
Re:Mountain & Co. I Acquisition Corp.
Form 10-K for the year ended December 31, 2021
Filed on April 15, 2022
File No. 001-41021
Dear Alexander Hornung:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameAlexander Hornung
Comapany NameMountain & Co. I Acquisition Corp.
November 9, 2022 Page 2
FirstName LastName
Alexander Hornung
Mountain & Co. I Acquisition Corp.
November 9, 2022
Page 2
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-
3856 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction