Form 8-K - Current report

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

October 23, 2023

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.)

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	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.

On October 23, 2023, Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”) received approval (the “Approval”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq”) that the Company’s application to transfer the listing of its common stock, units and rights from The Nasdaq Global Market to The Nasdaq Capital Market has been approved. The common stock, units and rights will be transferred to The Nasdaq Capital Market at the opening of business on October 27, 2023. Common stock, units and rights will continue to trade under the symbols “MCAG,” “MCAGU” and “MCAGR,” respectively and trading of its common stock, units and rights will be unaffected by this transfer. The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements.

As previously disclosed, the Company received three letters from Nasdaq indicating the Company failed to comply with certain continued listing requirements for The Nasdaq Global Market, specifically on: (i) April 3, 2023, the Company received a letter from Nasdaq stating that the Company’s listed securities failed to comply with the $50,000,000 market value of listed securities (“MVLS”) requirement for continued listing on The Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A) based upon the Company’s MVLS for the 30 consecutive business days prior to the date of the notice, (ii) May 18, 2023, the Company received a letter from Nasdaq stating that the Company failed to maintain the minimum 1,100,000 publicly held shares as required by the Nasdaq continued listing rules, and (iii) June 27, 2023, the Company received a letter from Nasdaq stating that the Company’s publicly held shares failed to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 which is a requirement for continued listing on The Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(3)(C) based upon the Company’s MVPHS for the 30 consecutive business days prior to the date of the notice. Upon the transfer of the listing of the Company’s securities to The Nasdaq Capital Market on October 27, 2023, each of the above deficiencies will be resolved because the Company will no longer be subject to the continued listing requirements for The Nasdaq Global Market.

On October 25, 2023, the Company issued a press release announcing its listing transfer to The Nasdaq Capital Market, which is attached as Exhibit 99.1 to this current report on Form 8-K 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.

EXHIBIT NO.		DESCRIPTION
99.1		Press release dated October 25, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 26, 2023

MOUNTAIN CREST ACQUISITION CORP. V

By:	/s/ Suying Liu
Name:	Suying Liu
Title:	Chief Executive Officer

Exhibit 99.1

Mountain Crest Acquisition Corp. V Announces

Listing Transfer to the Nasdaq Capital Market

NEW YORK, Oct. 25, 2023 (GLOBE NEWSWIRE) -- Mountain Crest Acquisition Corp. V (Nasdaq: MCAG) (the “Company”) announced today that it has received approval from the Nasdaq Stock Market (“Nasdaq”) to transfer the listing of its securities from the Nasdaq Global Market to the Nasdaq Capital Market. The Company’s common stock, units and rights will continue to trade under the symbols “MCAG,” “MCAGU” and “MCAGR,” respectively and trading of its common stock, units and rights will be unaffected by this transfer. This transfer will be effective as of the opening of business on October 27, 2023.

As previously disclosed, the Company received notifications from Nasdaq indicating the Company failed to comply with certain continued listing requirements for the Nasdaq Global Market. Upon the transfer of the listing of the Company’s securities to the Nasdaq Capital Market on October 27, 2023, each of the deficiencies will be resolved because the Company will no longer be subject to the continued listing requirements for the Nasdaq Global Market.

About Mountain Crest Acquisition Corp. V

Mountain Crest Acquisition Corp. V (Nasdaq: MCAG) is a blank check company formed under the laws of the State of Delaware, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Non-Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such 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.

Contact:

Mountain Crest Acquisition Corp. V:

Dr. Suying Liu

Chairman, CEO and CFO

311 W 43rd St, 12th Fl, New York, NY 10036

(646) 493-6558

Cover	Oct. 23, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 23, 2023
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	311 West 43rd Street
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
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
Elected Not To Use the Extended Transition Period	false
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