MCAG holders approve charter amendment, director, and auditor

Rhea-AI Filing Summary

Mountain Crest Acquisition Corp. V extended its Business Combination Period to November 16, 2026 after stockholders approved an amendment to its charter at the annual meeting. Amendment No. 5 was filed with the Delaware Secretary of State on November 5, 2025.

On the October 7, 2025 record date, 2,902,004 common shares were entitled to vote; 2,508,855 shares (86.45%) were represented. The extension proposal passed with 2,439,847 For, 11,100 Against and was supported by 84.7% of votes cast. Stockholders also elected Suying Liu as director to serve until the 2028 annual meeting and ratified WWC, P.C. as independent auditor for the year ending December 31, 2025 with 2,508,855 For.

In connection with the meeting, stockholders redeemed 28,981 shares of publicly traded common stock.

Insights

SPAC governance analyst

Extension to Nov 16, 2026 keeps MCAG active; routine votes passed.

The charter amendment extends the SPAC’s deadline to complete an initial business combination to November 16, 2026. The vote cleared a majority-of-outstanding threshold, with 84.7% of votes cast in favor (For 2,439,847 shares; Against 11,100). This preserves the vehicle’s ability to seek a target beyond its prior timeline.

Governance items were straightforward: Suying Liu was elected director (For 2,450,947; no withholds shown), and WWC, P.C. was ratified as auditor with 2,508,855 For. Meeting participation was solid, with 86.45% of 2,902,004 entitled shares represented.

Redemptions totaled 28,981 shares, indicating limited share outflow in connection with the extension. Actual impact on future activity depends on the company’s ability to identify and close a qualifying transaction within the extended period.

false --12-31 0001859035 0001859035 2025-11-04 2025-11-04 0001859035 us-gaap:CommonStockMember 2025-11-04 2025-11-04 0001859035 us-gaap:RightsMember 2025-11-04 2025-11-04 0001859035 mcag:UnitsMember 2025-11-04 2025-11-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 4, 2025

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.)

524 Broadway 11th Floor New York, NY		10012
(Address of Principal Executive Offices)		(Zip Code)

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:

☐	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 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.

1

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)

2

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

3

FAQ

What did MCAG stockholders approve regarding the SPAC deadline?

They approved extending the Business Combination Period to November 16, 2026 via an amendment to the charter.

How did MCAG vote on the extension proposal (MCAG)?

The extension received 2,439,847 For and 11,100 Against, representing 84.7% of votes cast in favor.

How many shares were entitled and represented at MCAG’s annual meeting?

2,902,004 shares were entitled to vote; 2,508,855 shares (86.45%) were represented in person or by proxy.

Who was elected to MCAG’s board and for how long?

Suying Liu was elected to serve until the 2028 annual meeting and until a successor is duly elected and qualified.

Which auditor did MCAG stockholders ratify for 2025 and what were the votes?

Stockholders ratified WWC, P.C. as independent registered public accounting firm with 2,508,855 votes For.

How many MCAG shares were redeemed in connection with the meeting?

Stockholders redeemed 28,981 shares of publicly traded common stock.