Correspondence 0001829126-24-006900 from Mountain Crest Acquisition Corp. V (MCAG, MCAGR, MCAGU) (CIK 0001859035) (MCAG)
Mountain Crest Acquisition Corp. V (MCAG, MCAGR, MCAGU) (CIK 0001859035)
Date: Oct. 22, 2024 · CIK: 0001859035 · Accession: 0001829126-24-006900
AI Filing Summary & Sentiment
File numbers found in text: 001-41062
Letter
Via EDGAR Division of Corporation Finance Office of Real Estate a& Construction Attention: Isabel Rivera Re: Mountain Crest Acquisition Corp. V Preliminary Proxy Statement on Schedule 14A Submitted October 21, 2024 File No. 001-41062
Dear Ms. Rivera and Ms. Yale:
Mountain Crest Acquisition Corp. V (the “Company”), is hereby responding to the letter, dated October 21, 2024 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding the Company’s Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Concurrently with the submission of this letter, the Company is submitting Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.
The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in italics and followed by the Company’s response. Terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comments as well as other updates.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
General
1. We acknowledge your revised disclosure in response to prior comment 1, including your disclosure that you "may" be subject to delisting and that your securities "may" be suspended. As previously stated, please revise (i) to clarify that you 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, or advise, (ii) to clarify that Nasdaq may only reverse its delisting determination if it finds it made a factual error applying the amended rule, and (iii) to further discuss the consequences if your shares are not listed on an exchange, including that you may be a less attractive merger partner and to discuss any potential impact on your ability to consummate your proposed initial business combination, including how your remaining listed is related to any of your obligations or the closing conditions under the business combination agreement.
Response: The Company notes the Staff’s comment and has addressed the Staff’s comment on the Letter to Stockholders and pages 3, 4 and 11 of the Amended Proxy Statement.
Division of Corporation Finance
Office of Real Estate a& Construction
U.S. Securities & Exchange Commission
October 22, 2024
Page 2
Please call James Prestiano of Loeb & Loeb LLP at (212) 407-4831 if you have any questions or if would like additional information with respect to any of the foregoing.
Very truly yours,
/s/ Suying Liu
Show Raw Text
CORRESP
1
filename1.htm
MOUNTAIN CREST ACQUISITION CORP. V
524 Broadway, 11th Floor
New York, NY 10012
October 22, 2024
Via EDGAR
Division of Corporation Finance
Office of Real Estate a& Construction
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Isabel Rivera
Dorrie Yale
Re:
Mountain Crest Acquisition Corp. V
Preliminary Proxy Statement on Schedule 14A
Submitted October 21, 2024
File No. 001-41062
Dear Ms. Rivera and Ms. Yale:
Mountain Crest Acquisition
Corp. V (the “Company”), is hereby responding to the letter, dated October 21, 2024 (the “Comment
Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding
the Company’s Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Concurrently with the
submission of this letter, the Company is submitting Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A (the “Amended
Proxy Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.
The Company has responded
to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the
Company has not so revised Registration Statement, or by providing supplemental information as requested. The Staff’s comments are
repeated below in italics and followed by the Company’s response. Terms used but not otherwise defined herein have
the meanings set forth in the Amended Registration Statement. The changes reflected in the Amended Registration Statement include those
made in response to the Staff’s comments as well as other updates.
Amendment No. 1 to Preliminary Proxy Statement
on Schedule 14A
General
1. We acknowledge your
revised disclosure in response to prior comment 1, including your disclosure that you "may" be subject to delisting and that
your securities "may" be suspended. As previously stated, please revise (i) to clarify that you 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,
or advise, (ii) to clarify that Nasdaq may only reverse its delisting determination if it finds it made a factual error applying the amended
rule, and (iii) to further discuss the consequences if your shares are not listed on an exchange, including that you may be a less attractive
merger partner and to discuss any potential impact on your ability to consummate your proposed initial business combination, including
how your remaining listed is related to any of your obligations or the closing conditions under the business combination agreement.
Response: The Company notes the Staff’s
comment and has addressed the Staff’s comment on the Letter to Stockholders and pages 3, 4 and 11 of the Amended Proxy Statement.
Division of Corporation Finance
Office of Real Estate a& Construction
U.S. Securities & Exchange Commission
October 22, 2024
Page 2
Please call James Prestiano
of Loeb & Loeb LLP at (212) 407-4831 if you have any questions or if would like additional information with respect to any of the
foregoing.
Very truly yours,
/s/ Suying Liu
Name:
Suying Liu
Title:
Chief Executive Officer