MCAGU Mountain Crest Acquisition Corporation V

 

 

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

 

November 8, 2024

Date of Report (Date of earliest event reported)

 

Mountain Crest Acquisition Corp. V

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-40418		85-2412613
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

524 Broadway 11th Floor New York, NY		10012
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (646)493-6558

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		MCAG		The Nasdaq Stock Market LLC
Rights		MCAGR		The Nasdaq Stock Market LLC
Units		MCAGU		The Nasdaq Stock Market LLC

 

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 ☒

 

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As approved by its stockholders at the annual meeting of stockholders held on November 8, 2024 (the “Annual Meeting”), Mountain Crest Acquisition Corp. V (the “Company”), through amendment No. 4 (“Amendment No. 4”), amended its Amended and Restated Certificate of Incorporation (the “Charter”), to (a) modify the terms and extend the date (the “Business Combination Period”) by which the Company has to consummate an initial business combination to November 16, 2025, by revising paragraph E of Article Sixth of the Charter.

 

The Amendment No. 4 is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On November 8, 2024, the Company held the Annual Meeting. On October 10, 2024, the record date for the Annual Meeting, there were 3,320,221 shares of common stock of the Company entitled to be voted at the Annual Meeting, among which 2,498,500 shares of common stock of the Company or 75.25 % were represented in person or by proxy.

 

1.

Extension Proposals

 

Stockholders approved the proposal (the “Extension Proposal”) to amend the Company’s amended and restated certificate of incorporation, as amended, to extend Business Combination Period to November 16, 2025, by revising paragraph E of Article Sixth of the Charter.

 

Approval of the Extension Proposal required the affirmative vote of at least a majority of the Company’s outstanding common shares. The Extension Proposal received the following votes: 

 

FOR		AGAINST		ABSTAIN		Broker Non-Votes
2,498,500		0		0		0

 

The Extension Proposal was approved by stockholders holding 75.25% of the Company’s outstanding common shares.

 

2.

Director Proposal

 

Stockholders approved the proposal (the “Director Proposal”) to elect one (1) director, Nelson Haight, to serve until the 2027 annual meeting and until his successor has been duly elected and qualified or until his earlier resignation, removal or death. Adoption of the Director Proposal required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

 

Nominee		FOR		Withheld		Broker Non-Votes
Nelson Haight		2,498,500		0		0

 

The election of Nelson Haight was approved by stockholders holding 75.25% of the Company’s outstanding common shares.

 

 

3.

Auditor Proposal

 

Stockholders approved the proposal (the “Auditor Proposal”) to ratify the appointment of UHY LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Adoption of the Auditor Proposal required approval by the affirmative votes of a majority of the votes present at the Annual Meeting. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		Broker Non-Votes
2,498,500		0		0		0

 

The Auditor Proposal was approved by stockholders holding 100% of the Company’s common shares present at the Annual Meeting.

 

Item 8.01.

Other Events.

 

In connection with the stockholders’ vote at the Annual Meeting on November 8, 2024, 418,217 shares of the Company’s publicly traded common stock were tendered for redemption.

 

No Offer or Solicitation

 

This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of an initial business combination or PIPE financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Item 9.01.

Financial Statements and Exhibits.

 

EXHIBIT NO.		DESCRIPTION
3.1		Amendment No. 4 to the Amended and Restated Certificate of Incorporation of Mountain Crest Acquisition Corp., V
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: November 12, 2024
MOUNTAIN CREST ACQUISITION CORP. V
By:	/s/ Suying Liu
Name:	Suying Liu
Title:	Chief Executive Officer

 

 

Exhibit 3.1

 

AMENDMENT NO. 4 TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

MOUNTAIN CREST ACQUISITION CORP. V

 

November 8, 2024

 

Mountain Crest Acquisition Corp. V, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

 

1. The name of the Corporation is “Mountain Crest Acquisition Corp. V.” The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on April 8, 2021. The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of Delaware on November 12, 2021. The First Amendment to the Amended and Restated Certificate was filed with the Secretary of State of Delaware on December 20, 2022. The Second Amendment to the Amended and Restated Certificate was filed with the Secretary of State of Delaware on May 12, 2023. The Third Amendment to the Amended and Restated Certificate was filed with the Secretary of State of Delaware on August 21, 2023.

 

2. This Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.

 

3. This Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

4. The text of Paragraph E of Article SIXTH is hereby amended and restated to read in full as follows:

 

“E. The Corporation will have until November 16, 2025 to close a Business Combination, (the “Termination Date”). In the event that the Corporation does not consummate a Business Combination by the Termination Date, the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation (less taxes payable and dissolution expenses) for its working capital requirements or necessary to pay its taxes divided by the total number of IPO Shares then outstanding.”

 

IN WITNESS WHEREOF, Mountain Crest Acquisition Corp. V has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

 

Mountain Crest Acquisition Corp. V

 

By:	/s/ Suying Liu
Name:	Suying Liu
Title:	Chief Executive Officer

 

v3.24.3

Cover	Nov. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40418
Entity Registrant Name	Mountain Crest Acquisition Corp. V
Entity Central Index Key	0001859035
Entity Tax Identification Number	85-2412613
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	524 Broadway
Entity Address, Address Line Two	11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10012
City Area Code	(646)
Local Phone Number	493-6558
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	MCAG
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	MCAGR
Security Exchange Name	NASDAQ
Units
Title of 12(b) Security	Units
Trading Symbol	MCAGU
Security Exchange Name	NASDAQ

---