Form 8-K - Current report

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

January 2, 2024

Date of Report (Date of earliest event reported)

Mountain Crest Acquisition Corp. IV

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40562		86-2435859
(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	MCAF	The Nasdaq Stock Market LLC
Rights	MCAFR	The Nasdaq Stock Market LLC
Units	MCAFU	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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, the stockholders of Mountain Crest Acquisition Corp IV (“MCAF”) approved, at the special meeting of MCAF stockholders held on December 27, 2023, the filing of an amendment (the “Third Extension Amendment”) to MCAF’s Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State, giving MCAF the right to extend the time for MCAF to complete its business combination for up to two (2) additional three-month extension periods from January 2, 2024 to April 2, 2024 and then from April 2, 2024 to July 2, 2024 in exchange for MCAF depositing $0.10 for each outstanding share of common stock sold in MCAF’s initial public offering into the trust account, as defined in the Charter (the “Trust Account”), for each three-month extension. On January 2, 2024, MCAF filed the Third Extension Amendment with the Delaware Secretary of State. A copy of the Third Extension Amendment is attached hereto as Exhibit 3.1.

Item 8.01. Other Events.

On January 2, 2024, MCAF deposited $2,846.70 into the Trust Account, thereby extending the time for MCAF to complete its business combination from January 2, 2024 to April 2, 2024.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Third Amendment to the Amended and Restated Certificate of Incorporation of Mountain Crest Acquisition Corp. IV.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

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: January 2, 2024

MOUNTAIN CREST ACQUISITION CORP. IV

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

Exhibit 3.1

THIRD AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

MOUNTAIN CREST ACQUISITION CORP. IV

January 2, 2024

Mountain Crest Acquisition Corp. IV, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is “Mountain Crest Acquisition Corp. IV.” The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on March 2, 2021. The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of Delaware on June 29, 2021. The Amendment to the Amended and Restated Certificate was filed with the Secretary of State of Delaware on December 15, 2022 and the Second Amendment to the Amended and Restated Certificate was filed with the Secretary of State of Delaware on June 22, 2022.

2. This Third Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.

3. This Third Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law (“GCL”) of the State of Delaware.

4. The text of Paragraph E of Article SIXTH of the Amended and Restated Certificate is hereby amended and restated to read in full as follows:

“E. In the event that the Corporation does not consummate a Business Combination by July 2, 2024 (such date actually extended being referred to as or, in each case if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open, the “Termination Date”) in accordance with the terms of the Investment Management Trust Agreement, as amended, between the Corporation and Continental Stock Transfer & Trust Company, the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation (less taxes payable and dissolution expenses) for its working capital requirements or necessary to pay its taxes divided by the total number of IPO Shares then outstanding.”

IN WITNESS WHEREOF, Mountain Crest Acquisition Corp. IV has caused this Third Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

Mountain Crest Acquisition Corp. IV

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

Cover	Jan. 02, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 02, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40562
Entity Registrant Name	Mountain Crest Acquisition Corp. IV
Entity Central Index Key	0001853774
Entity Tax Identification Number	86-2435859
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	MCAF
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	MCAFR
Security Exchange Name	NASDAQ
Units
Title of 12(b) Security	Units
Trading Symbol	MCAFU
Security Exchange Name	NASDAQ