SEC Comment Letter 0000000000-24-011744 to Mountain Crest Acquisition Corp. V (MCAG, MCAGR, MCAGU) (CIK 0001859035) (MCAG)
Mountain Crest Acquisition Corp. V (MCAG, MCAGR, MCAGU) (CIK 0001859035)
Date: Oct. 18, 2024 · CIK: 0001859035 · Accession: 0000000000-24-011744
AI Filing Summary & Sentiment
File numbers found in text: 001-41062
Letter
October 18, 2024 Suying Liu Chief Executive Officer Mountain Crest Acquisition Corp. V 524 Broadway, 11th Floor New York, NY 10012 Re:Mountain Crest Acquisition Corp. V Preliminary Proxy Statement on Schedule 14A Filed October 10, 2024 File No. 001-41062 Dear Suying Liu: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe the comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General We note that you are seeking to extend your termination date to November 16, 2025, a date which is 48 months from your initial public offering. We also note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date of effectiveness of its IPO registration statement. Please revise to state that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on November 12, 2024. Please disclose the risks of non-compliance with this rule, including that under the new framework, Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please also disclose the consequences of any such suspension or delisting, including that your stock may be determined to be a penny stock and the consequences of that designation, that you may no longer be attractive as a merger partner if you are no 1.
October 18, 2024 Page 2 longer listed on an exchange, any potential impact on your ability to complete an initial business combination, any impact on the market for your securities including demand and overall liquidity for your securities, and any impact on securities holders due to your securities no longer being considered “covered securities.” We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Isabel Rivera at 202-551-3518 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:James A. Prestiano
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October 18, 2024
Suying Liu
Chief Executive Officer
Mountain Crest Acquisition Corp. V
524 Broadway, 11th Floor
New York, NY 10012
Re:Mountain Crest Acquisition Corp. V
Preliminary Proxy Statement on Schedule 14A
Filed October 10, 2024
File No. 001-41062
Dear Suying Liu:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
We note that you are seeking to extend your termination date to November 16, 2025, a
date which is 48 months from your initial public offering. We also note that you are
currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to state that your
securities will face immediate suspension and delisting action once you receive a
delisting determination letter from Nasdaq after the 36-month window ends on
November 12, 2024. Please disclose the risks of non-compliance with this rule,
including that under the new framework, Nasdaq may only reverse the determination
if it finds it made a factual error applying the applicable rule. In addition, please also
disclose the consequences of any such suspension or delisting, including that your
stock may be determined to be a penny stock and the consequences of that
designation, that you may no longer be attractive as a merger partner if you are no 1.
October 18, 2024
Page 2
longer listed on an exchange, any potential impact on your ability to complete an
initial business combination, any impact on the market for your securities including
demand and overall liquidity for your securities, and any impact on securities holders
due to your securities no longer being considered “covered securities.”
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Isabel Rivera at 202-551-3518 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:James A. Prestiano