Item 1.01 Entry into a Material definitive
Agreement.
As previously disclosed, on
April 30, 2022, MCAF entered into that certain Agreement and Plan of Merger
(as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among MCAF,
CH AUTO Inc., a Cayman Islands exempted company (“CH AUTO” or “Pubco”), Ch-Auto Merger Sub Corp.,
a Delaware corporation and wholly owned subsidiary of Pubco (“Merger Sub”) and CH-AUTO TECHNOLOGY CORPORATION LTD.,
a company organized under the laws of the People’s Republic of China (the “Company”), pursuant to which, among
other things, MCAF, Pubco, Merger Sub and the Company intend to effect a merger of Merger Sub with and into MCAF whereby MCAF will be
the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Pubco (the “Merger”)
in accordance with the Merger Agreement and the General Corporation Law of the State of Delaware (the “DGCL”). In connection
with the Merger, the name of the Surviving Corporation shall be changed to CH Autotech USA, Inc. Following the Merger, Pubco expects its
ordinary shares to be traded on the Nasdaq Stock Market. All capitalized terms used herein and not defined shall have the meanings ascribed
to them in the Merger Agreement.
On December 23, 2022, MCAF,
Pubco, Merger Sub and the Company entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”).
Specifically, the A&R Merger Agreement amended and modified the Merger Agreement to: (a) provide that all options issued by the Company
prior to the Business Combination shall be included in Company Merger Consideration that will be issued in connection with the closing
of the Business Combination, (b) extend the date by which Pubco shall secure subscription agreements with investors relating to a purchase
of Pubco Class A Ordinary Shares through a private placement, in each case on terms consented by MCAF, pursuant to which the aggregate
amount of investment is no less than $100,000,000 at the Closing, and (c) update and conform the terms of the Merger Agreement for the
passage of time and satisfaction of certain conditions to the Closing of the Merger.
The foregoing summary of the
A&R Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual the A&R Merger
Agreement which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
IMPORTANT NOTICES
Additional Information and Where to Find It
On April 30, 2022, Mountain
Crest Acquisition Corp. IV, a Delaware corporation (“MCAF”), entered into that certain Agreement and Plan of Merger (as may
be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among MCAF, CH AUTO, Inc.,
a Cayman Islands exempted company (Pubco”), CH-AUTO Company Merger Sub Corp., a Delware corporation and wholly owned subsidiary
of Pubco (“Company Merger Sub”) and CH-AUTO TECHNOLOGY CORPORATION LTD., a company orgianized under the law of the People’s
Republic of China (the “Company”), pursuant to which, among other things, MCAF, Pubco, Company Merger Sub and the Company
intend to effect a merger of Company Merger Sub with and into MCAF whereby MCAF will be the surviving corporation (the “Surviving
Corporation”) and a wholly owned subsidiary of Pubco (the “Merger”) in accordance with the Merger Agreement and the
General Corporation Law of the State of Delaware (the “DGCL”). In connection with the Merger, the name of the Surviving Corporation
shall be changed to CH Autotech USA, Inc. Following the Merger, Pubco expects its ordinary shares to be traded on The Nasdaq Stock Market.
.In connection with this transaction, Pubco and MCAF will file relevant materials with the Securities and Exchange Commission (the “SEC”),
including the Registration Statement on Form F-4 and a proxy statement (the “Registration Statement”). The Registration
Statement will include a proxy statement to be distributed to holders of MCAF’s common stock in connection with MCAF’s solicitation
of proxies for the vote by MCAF shareholders with respect to the proposed transaction and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of securities to be issued to the Company’s stockholders in connection
with the proposed business combination. After the Registration Statement has been filed and declared effective, MCAF will mail a definitive
proxy statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the
Registration Statement, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become
available because they will contain important information about MCAF, the Company and the proposed business combination. Additionally,
MCAF will file other relevant materials with the SEC in connection with the business combination. Copies of these documents may be obtained
free of charge at the SEC’s web site at www.sec.gov. Securityholders of MCAF are urged to read the Registration Statement and the
other relevant materials when they become available before making any voting decision with respect to the proposed business combination
because they will contain important information. The Registration Statement and proxy statement, once available, may also be obtained
without charge at the SEC’s website at www.sec.gov or by writing to MCAF at 311 West 43rd Street, 12th Floor, New York, NY 10036.
INVESTORS AND SECURITY HOLDERS OF MCAF ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT MCAF WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MCAF, THE COMPANY AND THE TRANSACTIONS.
Important Notice Regarding Forward-Looking
Statements
This Current Report on Form
8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange
Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions described
above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited
to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the
benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and
operating performance and results, including estimates for growth, the expected management and governance of the combined company, and
the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,”
“plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of
future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market,
industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
The forward-looking statements
are based on the current expectations of the management of MCAF and the Company, as applicable, and are inherently subject to uncertainties
and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that
future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements including: risks related to the Company’s businesses and strategies; the ability to complete the proposed
business combination due to the failure to obtain approval from MCAF’s stockholders or satisfy other closing conditions in the definitive
merger agreement; the amount of any redemptions by existing holders of MCAF’s common stock; the ability to recognize the anticipated
benefits of the business combination; in the final prospectus of Mountain Crest Acquisition Corp. IV for its initial public offering dated
June 29, 2021; and in Mountain Crest Acquisition Corp. IV’s other filings with the SEC. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated
by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking
statements relate only to the date they were made, and MCAF, the Company and their subsidiaries undertake no obligation to update forward-looking
statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Participants in Solicitation
MCAF the Company and their
respective directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposed business
combination under the rules of the SEC. Securityholders may obtain more detailed information regarding the names, affiliations, and interests
of certain of MCAF’s executive officers and directors in the solicitation by reading MCAF’s Registration Statement and other
relevant materials filed with the SEC in connection with the proposed business combination when they become available. Information about
MCAF’s directors and executive officers and their ownership of MCAF common stock is set forth in MCAF’s prospectus related
to its initial public offering dated June 29, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date
of that filing. Other information regarding the interests of MCAF’s participants in the proxy solicitation, which in some cases,
may be different than those of their stockholders generally, will be set forth in the Registration Statement relating to the proposed
business combination when it becomes available. These documents can be obtained free of charge at the SEC’s web site at www.sec.gov.
The Company and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MCAF in connection
with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests
in the proposed business combination will be included in the Registration Statement for the proposed business combination.
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.
