Mountain Crest Acquisition Corp. V filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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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).
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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 approved by its stockholders at the annual meeting of stockholders held on November 4, 2025 (the “Annual Meeting”), Mountain Crest Acquisition Corp. V (the “Company”), through amendment number 5 (“Amendment No. 5”), 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, 2026, by revising paragraph E of Article Sixth of the Charter. Amendment No. 5 was filed with the Delaware Secretary of State on November 5, 2025.
Amendment No. 5 is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On November 4, 2025, the Company held the Annual Meeting. On October 7, 2025, the record date for the Annual Meeting, there were 2,902,004 shares of common stock of the Company entitled to be voted at the Annual Meeting, among which 2,508,855 shares of common stock of the Company or 86.45 % were represented in person or by proxy.
| 1. | Extension Proposals |
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, 2026, 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:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | |||
| 2,439,847 | 11,100 | 0 | 57,908 |
The Extension Proposal was approved by stockholders holding 84.7% of the votes cast.
| 2. | Director Proposal |
Stockholders approved the proposal (the “Director Proposal”) to elect one (1) director, Suying Liu, to serve until the 2028 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:
| Nominee | FOR | Withheld | Broker Non-Votes | |||
| Suying Liu | 2,450,947 | 0 | 57,908 |
The election of Suying Liu was approved by stockholders holding 100% of the votes cast.
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| 3. | Auditor Proposal |
Stockholders approved the proposal (the “Auditor Proposal”) to ratify the appointment of WWC, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025. 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:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | |||
| 2,508,855 | 0 | 0 | 0 |
The Auditor Proposal was approved by stockholders holding 100% of the votes cast.
| Item 8.01. | Other Events. |
In connection with the stockholders’ vote at the Annual Meeting held on November 4, 2025, stockholders tendered 28,981 shares of the Company’s publicly traded common stock 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.
| Item 9.01. | Financial Statements and Exhibits. |
| EXHIBIT NO. | DESCRIPTION | |
| 3.1 | Amendment No. 5 to the Amended and Restated Certificate of Incorporation of Mountain Crest Acquisition Corp., V | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: November 7, 2025 | ||
| MOUNTAIN CREST ACQUISITION CORP. V | ||
| By: | /s/ Suying Liu | |
| Name: | Suying Liu | |
| Title: | Chief Executive Officer | |
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