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Founder shares forfeited at Mountain Crest Acquisition 6 (MCAHU) after IPO over-allotment lapses

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Mountain Crest Acquisition 6 Corp. reported an internal restructuring transaction involving its sponsor’s founder shares. An entity controlled by CEO and CFO Dr. Suying Liu, Mountain Crest Holdings 6 LLC, forfeited 385,714 ordinary shares for no consideration after the underwriters of the company’s initial public offering did not exercise their over-allotment option.

These 385,714 shares represented all founder shares that were subject to forfeiture depending on the extent of over-allotment exercise. Following this adjustment, 2,596,429 ordinary shares are reported as indirectly held. Dr. Liu may be deemed to share beneficial ownership through the LLC but disclaims beneficial ownership beyond any pecuniary interest.

Positive

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Negative

  • None.
Insider Liu Suying
Role CEO and CFO
Type Security Shares Price Value
Other Ordinary shares 385,714 $0.00 --
Holdings After Transaction: Ordinary shares — 2,596,429 shares (Indirect, See Footnote)
Footnotes (1)
  1. Represents the forfeiture for no consideration of 385,714 ordinary shares, par value $0.0001 per share, of Mountain Crest Acquisition 6 Corp. (the "Issuer") held by Mountain Crest Holdings 6 LLC because the underwriters of the Issuer's initial public offering did not exercise their over-allotment option. The forfeited shares were the full 385,714 founder shares that were subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised. Dr. Suying Liu controls Mountain Crest Holdings 6 LLC. As such, he may be deemed to have or share beneficial ownership of the securities held directly by Mountain Crest Holdings 6 LLC. Suying Liu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Founder shares forfeited 385,714 ordinary shares Forfeited for no consideration after IPO over-allotment not exercised
Shares indirectly held after transaction 2,596,429 ordinary shares Total ordinary shares reported following the restructuring transaction
Reported transaction price $0.0000 per share Price per share for the forfeited 385,714 ordinary shares
Par value per share $0.0001 per share Par value of Mountain Crest ordinary shares referenced in footnote
over-allotment option financial
"because the underwriters of the Issuer's initial public offering did not exercise their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
founder shares financial
"The forfeited shares were the full 385,714 founder shares that were subject to forfeiture"
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
beneficial ownership financial
"he may be deemed to have or share beneficial ownership of the securities held directly"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest"
par value financial
"forfeiture for no consideration of 385,714 ordinary shares, par value $0.0001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Liu Suying
(Last)(First)(Middle)
C/O MOUNTAIN CREST ACQUISITION 6 CORP.,
524 BROADWAY, 11TH FLOOR,
(Street)
NEW YORK NEW YORK 10012
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Mountain Crest Acquisition 6 Corp. [ MCAH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO and CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary shares06/24/2026J(1)385,714(1)D(1)2,596,429ISee Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the forfeiture for no consideration of 385,714 ordinary shares, par value $0.0001 per share, of Mountain Crest Acquisition 6 Corp. (the "Issuer") held by Mountain Crest Holdings 6 LLC because the underwriters of the Issuer's initial public offering did not exercise their over-allotment option. The forfeited shares were the full 385,714 founder shares that were subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised.
2. Dr. Suying Liu controls Mountain Crest Holdings 6 LLC. As such, he may be deemed to have or share beneficial ownership of the securities held directly by Mountain Crest Holdings 6 LLC. Suying Liu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
/s/ Suying Liu Sole Member06/25/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Mountain Crest (MCAHU) report in this Form 4?

Mountain Crest reported a restructuring transaction where Mountain Crest Holdings 6 LLC forfeited 385,714 ordinary shares for no consideration. The forfeiture occurred because underwriters did not exercise their IPO over-allotment option, cancelling founder shares that were subject to potential forfeiture.

How many Mountain Crest founder shares were forfeited in the reported transaction?

A total of 385,714 ordinary shares designated as founder shares were forfeited. These shares were specifically subject to forfeiture depending on whether the IPO underwriters exercised their over-allotment option, which ultimately was not exercised, triggering the full forfeiture.

Who held the Mountain Crest shares that were forfeited in this restructuring?

The forfeited 385,714 ordinary shares were held by Mountain Crest Holdings 6 LLC. This entity is controlled by Dr. Suying Liu, the company’s CEO and CFO, and it directly held the securities that became subject to forfeiture after the over-allotment option expired unexercised.

What is Dr. Suying Liu’s relationship to the forfeited Mountain Crest shares?

Dr. Suying Liu controls Mountain Crest Holdings 6 LLC, so he may be deemed to have or share beneficial ownership of its securities. However, he disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest he may have, directly or indirectly.

How many Mountain Crest shares are reported as indirectly held after the forfeiture?

After the forfeiture of 385,714 ordinary shares, the filing shows 2,596,429 ordinary shares as indirectly held. This figure reflects the remaining position associated with Mountain Crest Holdings 6 LLC following the cancellation of the founder shares tied to the IPO over-allotment provision.

Why were Mountain Crest’s founder shares subject to forfeiture in this case?

The 385,714 founder shares were issued subject to forfeiture based on the IPO underwriters’ over-allotment option. Because the underwriters chose not to exercise that option, all such founder shares were forfeited for no consideration, as described in the Form 4 footnote language.