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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
July 18, 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. |
As previously disclosed in a Form 12b-25 Notification
of Late Filing filed by Mountain Crest Acquisition Corp. V (the “Company”) on April 2, 2024, the Company is delayed in filing
its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) with the U.S. Securities and Exchange
Commission (the “SEC”). Also as previously disclosed in a Form 12b-25 Notification of Late Filing filed by the Company on
May 15, 2024, the Company is delayed in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form
10-Q”) with the SEC. On July 18, 2024, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that, because the Company is delinquent in filing its Form 10-K and Form 10-Q, the Company
no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companies with securities listed
on Nasdaq to timely file all required periodic reports with the SEC. The Notice has no immediate effect on the listing or trading of the
Company’s common stock, units or rights on the Nasdaq Capital Market. In accordance with Nasdaq’s listing rules, the Company
has 60 calendar days, or until September 2, 2024, after the Notice to submit a plan of compliance (the “Plan”) to Nasdaq addressing
how the Company intends to regain compliance with Nasdaq’s listing rules, and Nasdaq has the discretion to grant the Company up
to 180 calendar days from the due date of the Form 10-K, or October 14, 2024, to regain compliance. The Company intends to file the Form
10-K and the Form 10-Q or to submit a compliance plan to Nasdaq and take the necessary steps to regain compliance with Nasdaq’s
listing rules as soon as practicable, but in any case such plan to be submitted prior to September 2, 2024. While the Company can provide
no assurances as to timing, the Company will continue to work diligently to complete and file the Form 10-K and the Form 10-Q as soon
as practicable.
| Item 7.01 | Regulation FD Disclosure |
On July 24, 2024, the Company issued a press release
disclosing the receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1. The information furnished
in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well
as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally
be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements
include, but are not limited to, statements relating to the Company’s plans and expectations about the completion and filing of
the Form 10-K, the Form 10-Q, its submission of a plan to regain compliance with respect to the Listing Rule, and the timing thereof.
Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and
uncertainties, including but not limited to uncertainties about the timing of the Company’s submission of a compliance plan, Nasdaq’s
acceptance of any such plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s
requirements; uncertainties associated with the Company’s preparation of the Form 10-K, form 10-Q and the related financial statements,
including the possibility that additional accounting errors or corrections will be identified; the possibility of additional delays in
the filing of the Form 10-K. the Form 10-Q and the Company’s other SEC filings; and the other risks and uncertainties described
in the Company’s SEC reports. The forward-looking statements contained herein speak only as of the date of this press release. Except
as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events
or circumstances after the date of this press release.
| Item 9.01 | Financial Statements and Exhibits |
(d) 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: July 24, 2024 |
|
|
|
MOUNTAIN CREST ACQUISITION CORP. V |
|
|
|
By: |
/s/ Suying Liu |
|
Name: |
Suying Liu |
|
Title: |
Chief Executive Officer |
|
Exhibit 99.1
Mountain Crest Acquisition Corp. V Receives Notification of Deficiency
from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K and Quarterly Report on Form 10-Q
New York, New York – July 24, 2024 – Mountain Crest Acquisition
Corp. V (NASDAQ: MCAG, the “Company”) today announced that it received an expected deficiency notification letter from the
Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) on July 18, 2024 (the “Notice”). The Notice
indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its
failure to timely file (i) its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), as described
more fully in the Company’s Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the “SEC”)
on April 2, 2024 and (ii) ) its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”), as described
more fully in the Company’s Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the “SEC”)
on May 15, 2024. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC. In accordance
with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice, or September 2, 2204, to submit a plan to regain
compliance with the Listing Rule. Following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form
10-K’s due date, or until October 14, 2024, for the Company to regain compliance.
The Company intends to file the Form 10-K and the Form 10-Q or to submit
a compliance plan to Nasdaq and take the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable,
but in any case such plan to be submitted prior to September 2, 2024. While the Company can provide no assurances as to timing, the Company
will continue to work diligently to complete and file the Form 10-K and the Form 10-Q as soon as practicable.
About Mountain Crest Acquisition Corp. V
Mountain Crest Acquisition Corp. V (Nasdaq: MCAG) is a blank check
company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
Forward-Looking Statements This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs,
as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally
be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements
include, but are not limited to, statements relating to the Company’s plans and expectations about the completion and filing of
the Form 10-K, the Form 10-Q, its submission of a plan to regain compliance with respect to the Listing Rule, and the timing thereof.
Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and
uncertainties, including but not limited to uncertainties about the timing of the Company’s submission of a compliance plan, Nasdaq’s
acceptance of any such plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s
requirements; uncertainties associated with the Company’s preparation of the Form 10-K, form 10-Q and the related financial statements,
including the possibility that additional accounting errors or corrections will be identified; the possibility of additional delays in
the filing of the Form 10-K. the Form 10-Q and the Company’s other SEC filings; and the other risks and uncertainties described
in the Company’s SEC reports. The forward-looking statements contained herein speak only as of the date of this press release. Except
as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events
or circumstances after the date of this press release.
Contacts:
Dr. Suying Liu
Chairman, CEO and
CFO
524 Broadway 11th Floor, New York, NY 10012
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