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
December
21, 2022
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
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
As
previously reported, pursuant to our stockholders’ approval at the special meeting of stockholders held on December 15, 2022 (the
“Special Meeting”), Mountain Crest Acquisition Corp IV (“Company”) (1) filed an amendment to its
Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on December 15, 2022, giving the Company the right
to extend the time for the Company to complete its initial business combination (the “Business Combination Period”)
from January 2, 2023 to April 2, 2023, plus an option for the Company to further extend such date to July 2, 2023 and (2) entered into
an amendment to the Investment Management Trust Agreement, dated as of June 29, 2021, with Continental Stock Transfer & Trust Company,
on December 15, 2022 (the “Trust Agreement”), pursuant to which the Company has the right to extend the Business Combination
Period under the Trust Agreement from January 2, 2023 to April 2, 2023, plus an option for the Company to further extend such date to
July 2, 2023 and to be further extended to the extent the Company’s Amended and Restated Certificate of Incorporation is amended
to extend the Business Combination Period. On December 16, 2022, the Company extended the time it has to complete its initial business
combination from January 2, 2023 to April 2, 2023 by depositing $581,000 to the trust account on December 16, 2022.
The
$581,000 was loaned to the Company, by CH Auto Technology Corporation Ltd. (“CH AUTO”), the target company to the
Company’s proposed business combination. On December 21, 2022, the Company issued an unsecured promissory note in the aggregate
principal amount up to $581,000 (the “Note”) to CH AUTO. Pursuant to the Note, CH AUTO loaned the Company an aggregate amount
of $581,000 that is due and payable on the earlier of: (i) the date on which Company consummates an initial business combination with
a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The Note does not bear interest.
In the event that the Company does not consummate a business combination, the Note will be forgiven, except to the extent of funds remaining
outside of the Company’s trust account, if any. In addition, the Note may be converted at the closing of a business combination
by the Company into the Company’s common stock or ordinary shares, at CH AUTO’s option, at a price of $10.00 per share of
common stock or ordinary share.
The
proceeds of the Note have been used by the Company to make a deposit in the Trust Account to extend the time period for the Company to
consummate its initial business combination from January 2, 2023 to April 2, 2023.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with
this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
IMPORTANT
NOTICES
Additional
Information and Where to Find It
On
April 30, 2022, Mountain Crest Acquisition Corp. IV, a Delaware corporation (“MCAF”), entered into that certain Agreement
and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by
and among MCAF, CH AUTO, Inc., a Cayman Islands exempted company (Pubco”), CH-AUTO Company Merger Sub Corp., a Delware corporation
and wholly owned subsidiary of Pubco (“Company Merger Sub”) and CH-AUTO TECHNOLOGY CORPORATION LTD., a company orgianized
under the law of the People’s Republic of China (the “Company”), pursuant to which, among other things, MCAF, Pubco,
Company Merger Sub and the Company intend to effect a merger of Company Merger Sub with and into MCAF whereby MCAF will be the surviving
corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Pubco (the “Merger”) in accordance
with the Merger Agreement and the General Corporation Law of the State of Delaware (the “DGCL”). In connection with the Merger,
the name of the Surviving Corporation shall be changed to CH Autotech USA, Inc. Following the Merger, Pubco expects its ordinary shares
to be traded on The Nasdaq Stock Market. .In connection with this transaction, Pubco and MCAF will file relevant materials with the Securities
and Exchange Commission (the “SEC”), including the Registration Statement on Form F-4 and a proxy statement (the “Registration
Statement”). The Registration Statement will include a proxy statement to be distributed to holders of MCAF’s common
stock in connection with MCAF’s solicitation of proxies for the vote by MCAF shareholders with respect to the proposed transaction
and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued
to the Company’s stockholders in connection with the proposed business combination. After the Registration Statement has been filed
and declared effective, MCAF will mail a definitive proxy statement, when available, to its stockholders. Investors and security holders
and other interested parties are urged to read the Registration Statement, any amendments thereto and any other documents filed with
the SEC carefully and in their entirety when they become available because they will contain important information about MCAF, the Company
and the proposed business combination. Additionally, MCAF will file other relevant materials with the SEC in connection with the business
combination. Copies of these documents may be obtained free of charge at the SEC’s web site at www.sec.gov. Securityholders of
MCAF are urged to read the Registration Statement and the other relevant materials when they become available before making any voting
decision with respect to the proposed business combination because they will contain important information. The Registration Statement
and proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to MCAF
at 311 West 43rd Street, 12th Floor, New York, NY 10036. INVESTORS AND SECURITY HOLDERS OF MCAF ARE URGED TO READ THESE MATERIALS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT MCAF WILL FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCAF, THE COMPANY AND THE TRANSACTIONS.
Important
Notice Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933
and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending
transactions described above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include,
but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing
equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated
future financial and operating performance and results, including estimates for growth, the expected management and governance of the
combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,”
“intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements
are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about
general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially
from those indicated or anticipated.
The
forward-looking statements are based on the current expectations of the management of MCAF and the Company, as applicable, and are inherently
subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There
can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number
of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements including: risks related to the Company’s businesses and strategies; the ability
to complete the proposed business combination due to the failure to obtain approval from MCAF’s stockholders or satisfy other closing
conditions in the definitive merger agreement; the amount of any redemptions by existing holders of MCAF’s common stock; the ability
to recognize the anticipated benefits of the business combination; in the final prospectus of Mountain Crest Acquisition Corp. IV for
its initial public offering dated June 29, 2021; and in Mountain Crest Acquisition Corp. IV’s other filings with the SEC. Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on
these forward-looking statements. Forward-looking statements relate only to the date they were made, and MCAF, the Company and their
subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were
made except as required by law or applicable regulation.
Participants
in Solicitation
MCAF
the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect
to the proposed business combination under the rules of the SEC. Securityholders may obtain more detailed information regarding the names,
affiliations, and interests of certain of MCAF’s executive officers and directors in the solicitation by reading MCAF’s Registration
Statement and other relevant materials filed with the SEC in connection with the proposed business combination when they become available.
Information about MCAF’s directors and executive officers and their ownership of MCAF common stock is set forth in MCAF’s
prospectus related to its initial public offering dated June 29, 2021, as modified or supplemented by any Form 3 or Form 4 filed with
the SEC since the date of that filing. Other information regarding the interests of MCAF’s participants in the proxy solicitation,
which in some cases, may be different than those of their stockholders generally, will be set forth in the Registration Statement relating
to the proposed business combination when it becomes available. These documents can be obtained free of charge at the SEC’s web
site at www.sec.gov.
The
Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders
of MCAF in connection with the proposed business combination. A list of the names of such directors and executive officers and information
regarding their interests in the proposed business combination will be included in the Registration Statement for the proposed business
combination.
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.
| Item 9.01. |
Financial Statements
and 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: December
21, 2022 |
|
| |
|
| MOUNTAIN CREST
ACQUISITION CORP. IV |
|
| |
|
| By: |
/s/
Suying Liu |
|
| Name: |
Suying Liu |
|
| Title: |
Chief Executive Officer |
|
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