The IPO of Barça Media, the content subsidiary of FC Barcelona, is proving to be quite an obstacle course. The non-payment of the agreed amounts by the new investors has left the operation up in the air. Now, in addition, Mountain & Co I Acquisition, the company through which the process was going to be channeled, has received a notice from regulators, who threaten to exclude the firm from the Nasdaq Global Market for failing to comply with the minimum disclosure requirements. its capital after the flight of investors, as Mountain herself has acknowledged.
The Nasdaq Listing Qualifications Department issued a notification, received on October 9, stating that Mountain no longer met the listing standard requiring a minimum of 400 total holders to continue trading on the Nasdaq Global Market. The Nasdaq gives the company a period of 45 calendar days to present a plan that allows it to meet that standard again.
“The company intends to submit a compliance plan within the specified timeframe and take all reasonable measures available to regain compliance with the rule,” Mountain said in a filing filed Friday with the U.S. Securities and Exchange Commission. (the SEC). “If Nasdaq accepts the compliance plan, the company will be granted an extension of up to 180 calendar days to return to compliance with the minimum public holder rule. If Nasdaq does not accept the compliance plan, the company will have the opportunity to appeal the decision,” she adds.
Mountain’s reason for being is precisely to serve as a bridge to the Stock Market for another unlisted company, in this case Barça Media, through a corporate operation. It is a Spac, a shell without activity, a company specifically designed to make an acquisition with the cash raised from investors. Shareholders, however, have the possibility of withdrawing before a specific transaction is closed. It has been the flight of investors who have requested reimbursement that has caused the decrease in the number of Mountain shareholders, even before the company’s board has approved the operation to several groups that should end with Barça Media being listed on the Nasdaq and with headquarters in the Netherlands.
Mountain’s communication does not indicate how many shareholders it has retained. Following the shareholders’ meeting that extended the deadline to close an operation until March 9, 2024, it had already indicated that a significant portion of partners had requested reimbursement. Now, the risk of exclusion from the Nasdaq may provide an additional boost to shareholders who still remain in the capital.
The Spac, currently domiciled in the Cayman Islands, is the company that was expected to absorb the business of Barça Media and move its headquarters to the Netherlands, from where the FC Barcelona subsidiary planned to go public. The possibility of exclusion from the Nasdaq is not, however, the biggest problem that the operation has encountered. The original agreement established that Barça should receive three payments of approximately 20 million each for minority stakes in its content business: two on August 11 and another on August 21, although the deadline was automatically extended to August 29 at contribute the first 10 million. Of those amounts, it only received 20 million on August 11, the day of the signing of the complex agreements reached between various groups.
The money, however, did not arrive, since the German firm Libero did not pay the outstanding 40 million. The deadline was extended to October 10, but with the operation on the eaves. “There can be no guarantee that the additional third-party financing necessary to meet the revenue condition will be obtained before the deadline,” Mountain warned after the agreements were renegotiated. The money has not been received within that period either, so the IPO has been postponed until that investor or others disburse the expected amounts. Another Cypriot company also participates in the operation (whose identity is kept secret in the registered documentation and which is advised by the firm NIPA Capital) which also has pending disbursements. And approval by the Barça members’ assembly and the Mountain & Co shareholders’ meeting would still be pending.
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