Form 8-K - Current report
02 Januar 2024 - 10:55PM
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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
January 2, 2024
Date
of Report (Date of earliest event reported)
Mountain Crest Acquisition Corp. IV
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-40562 |
|
86-2435859 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
311 West 43rd Street, 12th Floor
New York, NY |
|
10036 |
(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 |
|
MCAF |
|
The Nasdaq Stock Market LLC |
Rights |
|
MCAFR |
|
The Nasdaq Stock Market LLC |
Units |
|
MCAFU |
|
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
previously disclosed, the stockholders of Mountain Crest Acquisition Corp IV (“MCAF”) approved, at the special meeting of
MCAF stockholders held on December 27, 2023, the filing of an amendment (the “Third Extension Amendment”) to MCAF’s
Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State, giving MCAF the right
to extend the time for MCAF to complete its business combination for up to two (2) additional three-month extension periods from January
2, 2024 to April 2, 2024 and then from April 2, 2024 to July 2, 2024 in exchange for MCAF depositing $0.10 for each outstanding share
of common stock sold in MCAF’s initial public offering into the trust account, as defined in the Charter (the “Trust Account”),
for each three-month extension. On January 2, 2024, MCAF filed the Third Extension Amendment with the Delaware Secretary of State. A
copy of the Third Extension Amendment is attached hereto as Exhibit 3.1.
Item
8.01. Other Events.
On
January 2, 2024, MCAF deposited $2,846.70 into the Trust Account, thereby extending the time for MCAF to complete its business combination
from January 2, 2024 to April 2, 2024.
Item
9.01. Financial Statements and Exhibits.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the
securities of MCAF or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
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: January
2, 2024 |
|
|
|
MOUNTAIN CREST
ACQUISITION CORP. IV |
|
|
|
By: |
/s/
Suying Liu |
|
Name: |
Suying Liu |
|
Title: |
Chief Executive Officer |
|
Exhibit
3.1
THIRD
AMENDMENT
TO
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION OF
MOUNTAIN
CREST ACQUISITION CORP. IV
January
2, 2024
Mountain
Crest Acquisition Corp. IV, 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. IV.” The original certificate of incorporation was filed
with the Secretary of State of the State of Delaware on March 2, 2021. The Amended and Restated Certificate of Incorporation (the “Amended
and Restated Certificate”) was filed with the Secretary of State of Delaware on June 29, 2021. The Amendment to the Amended
and Restated Certificate was filed with the Secretary of State of Delaware on December 15, 2022 and the Second Amendment to the Amended
and Restated Certificate was filed with the Secretary of State of Delaware on June 22, 2022.
2.
This Third Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.
3.
This Third 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 (“GCL”) of the State of Delaware.
4.
The text of Paragraph E of Article SIXTH of the Amended and Restated Certificate is hereby amended and restated to read in full as follows:
“E.
In the event that the Corporation does not consummate a Business Combination by July 2, 2024 (such date actually extended being referred
to as or, in each case if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate
documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open, the “Termination
Date”) in accordance with the terms of the Investment Management Trust Agreement, as amended, between the Corporation and
Continental Stock Transfer & Trust Company, 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 Fund plus any pro rata
interest earned on the funds held in the Trust Fund 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. IV has caused this Third 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. IV
By: |
/s/
Suying Liu |
|
Name: |
Suying Liu |
|
Title: |
Chief Executive
Officer |
|
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