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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
August 14, 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
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:
☐ |
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 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On
August 14, 2024, Mountain Crest Acquisition Corp. V (the “Company”) issued an unsecured promissory note in the aggregate principal
amount up to $500,000 (the “Note”) to Mountain Crest Global Holdings LLC, the Company’s sponsor (the “Sponsor”).
Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company
from time to time by written notice to the Sponsor. The aggregate amount advanced under the Note is due payable by the Company on the
earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company
liquidates if a business combination is not consummated. The Note does not bear interest. In the event that the Company does not consummate
a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any.
The
proceeds of the Note will be used by the Company for working capital purposes.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with
this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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. |
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: August 15, 2024 |
|
|
|
MOUNTAIN CREST ACQUISITION CORP. V |
|
|
|
By: |
/s/ Suying Liu |
|
Name: |
Suying Liu |
|
Title: |
Chief Executive Officer |
|
Exhibit 10.1
THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: Up to $500,000 |
Issuance Date: August 14, 2024 |
Mountain
Crest Acquisition Corp. V or its registered assigns or successors in interest (the “Maker”), promises to pay to the
order of Mountain Crest Global Holdings LLC, a Delaware corporation (the “Payee”),
the principal sum as set forth above (the “Principal Amount”) in lawful money of the United States of America, on the
terms and conditions described below. The Maker and Payee shall collectively be referred to as the “Parties.”
All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1.
Principal. The principal balance may be prepaid at any time. The principal balance shall be payable by the Maker in cash at
the earlier of (a) the closing of the Maker’s initial business combination or (b) the liquidation of the Maker (the “Maturity
Date”). Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder
of the Maker, be personally obligated for any obligations or liabilities of the Maker hereunder.
2. Interest. No
interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown
Requests. The principal of this Note may be drawn down by Maker from time to time prior to the Maturity Date (each, a “Drawdown
Request”). Each Drawdown Request must be in writing, signed by Maker, state the amount to be drawn down and be delivered to
the Payee. Payee shall advance Maker the amount stated in each Drawdown Request no later than three (3) business days after Payee’s
receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note shall not exceed five
hundred thousand Dollars ($500,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests
even if repaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by
Maker.
4. Application of Payments. All
payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorneys’, then to the payment in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.
5. Forgiveness. The Note
will be forgiven by the Payee if the Maker is unable to consummate an initial business combination, except to the extent of any funds
held outside of the trust account (the “Trust Account”) maintained with Continental Stock Transfer & Trust
Company (“CST”) pursuant to an investment management trust agreement, dated as of November 12, 2021, as amended on
December 20, 2022, by the Maker and CST.
6.
Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by Maker to pay the Principal Amount due pursuant to this Note within five (5) business days from
the Maturity Date.
(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
7.
Remedies.
(a) Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be
due immediately and payable, whereupon the unpaid Principal Amount of this Note, and all other amounts payable hereunder, shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums
payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of Payee.
8.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted
by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any
property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that
any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be
sold upon any such writ in whole or in part in any order desired by Payee.
9.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any
other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee
with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
10.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing
and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other
address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.
11.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF. The Parties irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal
court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Note.
The Parties irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying
of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought
in such a court has been brought in an inconvenient forum.
12.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
13.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account of the Maker in which the proceeds
of the initial public offering (the “IPO”) (including the deferred underwriters discounts) are deposited, as described
in greater detail in the registration statement (file number 333-260124) and prospectus filed with the Securities and Exchange Commission
in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust
Account for any reason whatsoever.
14.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written
consent of the Maker and the Payee.
15.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation
of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void.
[Signature page follows]
IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
Mountain Crest Acquisition Corp. V |
|
|
|
By: |
/s/
Suying Liu |
|
|
Name: Suying Liu |
|
|
Title: Chief Executive Officer |
|
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