false 0001859035 0001859035 2024-11-14 2024-11-14 0001859035 us-gaap:CommonStockMember 2024-11-14 2024-11-14 0001859035 us-gaap:RightsMember 2024-11-14 2024-11-14 0001859035 mcag:UnitsMember 2024-11-14 2024-11-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 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

 

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing.

 

Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”), received a notice, dated November 14, 2024 (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities are now subject to delisting. The Company’s registration statement, filed in connection with the Company’s IPO, became effective on November 12, 2021. Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company did not complete its initial business combination by November 12, 2024, the Company did not comply with IM-5101-2, and its securities are now subject to delisting. Unless the Company requests a timely appeal of this determination by Nasdaq, trading of the Company’s securities on Nasdaq will be suspended at the opening of business on November 21, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing on The Nasdaq Stock Market.

 

The Company will not appeal Nasdaq’s determination to delist the Company securities and accordingly, the Company’s securities will be suspended from trading on Nasdaq at the opening of business on November 21, 2024. However, the Company expects its securities will commence trading on the over-the-counter market on November 21, 2024.

 

Item 9.01. Financial Statements and Exhibits.

 

EXHIBIT NO.   DESCRIPTION
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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 19, 2024  
   
MOUNTAIN CREST ACQUISITION CORP. V  
   
By: /s/ Suying Liu  
Name: Suying Liu  
Title: Chief Executive Officer  

 

2

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Cover
Nov. 14, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 14, 2024
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
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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
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