Mountain Crest Acquisition Corp. V (MCAGU) 8-KAmendments to Articles of Incorporation or Bylaws

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 8, 2024

Date of Report (Date of earliest event reported)

Mountain Crest Acquisition Corp. V

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As approved by its stockholders at the annual meeting of stockholders held on November 8, 2024 (the “Annual Meeting”), Mountain Crest Acquisition Corp. V (the “Company”), through amendment No. 4 (“Amendment No. 4”), amended its Amended and Restated Certificate of Incorporation (the “Charter”), to (a) modify the terms and extend the date (the “Business Combination Period”) by which the Company has to consummate an initial business combination to November 16, 2025, by revising paragraph E of Article Sixth of the Charter.

The Amendment No. 4 is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

On November 8, 2024, the Company held the Annual Meeting. On October 10, 2024, the record date for the Annual Meeting, there were 3,320,221 shares of common stock of the Company entitled to be voted at the Annual Meeting, among which 2,498,500 shares of common stock of the Company or 75.25 % were represented in person or by proxy.

Stockholders approved the proposal (the “Extension Proposal”) to amend the Company’s amended and restated certificate of incorporation, as amended, to extend Business Combination Period to November 16, 2025, by revising paragraph E of Article Sixth of the Charter.

Approval of the Extension Proposal required the affirmative vote of at least a majority of the Company’s outstanding common shares. The Extension Proposal received the following votes: 

The Extension Proposal was approved by stockholders holding 75.25% of the Company’s outstanding common shares.

Stockholders approved the proposal (the “Director Proposal”) to elect one (1) director, Nelson Haight, to serve until the 2027 annual meeting and until his successor has been duly elected and qualified or until his earlier resignation, removal or death. Adoption of the Director Proposal required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

The election of Nelson Haight was approved by stockholders holding 75.25% of the Company’s outstanding common shares.

Stockholders approved the proposal (the “Auditor Proposal”) to ratify the appointment of UHY LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Adoption of the Auditor Proposal required approval by the affirmative votes of a majority of the votes present at the Annual Meeting. The voting results were as follows:

The Auditor Proposal was approved by stockholders holding 100% of the Company’s common shares present at the Annual Meeting.

In connection with the stockholders’ vote at the Annual Meeting on November 8, 2024, 418,217 shares of the Company’s publicly traded common stock were tendered for redemption.

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.

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.