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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 11, 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
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: None
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
MCAG |
|
None |
| Rights |
|
MCAGR |
|
None |
| Units |
|
MCAGU |
|
None |
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. |
On December 11, 2025, Mountain
Crest Acquisition Corp. V (the “Company”) issued an unsecured promissory note in the aggregate principal amount up to $500,000
(the “Note”) to Mountain Crest Global Holdings LLC, the Company’s sponsor (the “Sponsor”). Pursuant to the
Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to
time by written notice to the Sponsor. The aggregate amount advanced under the Note is due payable by the Company 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 repaid only from amounts remaining outside of the Company’s trust account, if any. The Note was authorized
and approved by the independent members of the Company’s board of directors.
The
proceeds of the Note will be used by the Company for working capital purposes.
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.
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 |
| 10.1 |
|
Promissory Note, dated December 11, 2025 between Mountain Crest Acquisition Corp. V, as Maker and Mountain Crest Global Holdings LLC as Payee |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 15, 2025 |
|
| |
|
| MOUNTAIN CREST ACQUISITION CORP. V |
|
| |
|
| By: |
/s/ Suying Liu |
|
| Name: |
Suying Liu |
|
| Title: |
Chief Executive Officer |
|
