Current Report Filing (8-k)
28 Mai 2021 - 11:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
May 24, 2021
Date of Report (Date of earliest event reported)
Mountain Crest Acquisition Corp. II
(Exact Name of Registrant as Specified in its Charter)
Delaware
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001-39864
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85-3472546
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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311 West 43rd Street, 12th Floor
New York, New York
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (646) 493-6558
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units
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MCADU
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The Nasdaq Stock Market LLC
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Common Stock
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MCAD
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The Nasdaq Stock Market LLC
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Rights
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MCADR
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company x
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. ¨
Item 4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Reports.
On
May 24, 2021, Mountain Crest Acquisition Corp. II. (the “Company”) was advised by the Company’s independent registered
public accounting firm, Marcum LLP (“Marcum”), that the Company’s unaudited financial statements for the quarter
ended March 31, 2021 (the “Q1 Financial Statements”), contained in the Company’s Quarterly Reports on Form 10-Q
for that period, filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (the “Q1Report”), should
not be relied upon because the Q1 Report filing was made before Marcum had completed its review of the Q1 Report.
The
Company expects to file an Amendment No.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021, which will include first quarter financial statements reviewed by Marcum, as soon as practicable after the Current Report
on Form 8-K is filed.
The
executive officers of the Company discussed the matters disclosed in this Item 4.02 with Marcum. The Company also provided a
copy of the foregoing Item 4.02 disclosures to Marcum and requested that Marcum furnish it with a letter addressed to the SEC
stating whether Marcum agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of Marcum’s
response letter is filed as Exhibit 16.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Reference is made to the Exhibit Index following the signature page of this Current Report on Form 8-K, which is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 28, 2021
MOUNTAIN CREST ACQUISITION CORP. II
By:
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/s/ Dong Liu
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Name:
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Dong Liu
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Title:
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Chief Financial Officer
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