Item 1.01 Entry into a Material Definitive Agreement.
As approved by its stockholders at the special meeting of Stockholders held on
December 15, 2022 (the "Special Meeting"), Mountain Crest Acquisition Corp IV
("MCAF") entered into an amendment to the Investment Management Trust Agreement,
dated as of June 29, 2021, with Continental Stock Transfer & Trust Company, on
December 15, 2022 (the "Trust Amendment"). Pursuant to the Trust Amendment, the
Company has the right to extend the time for the Company to complete its initial
business combination (the "Business Combination Period") under the Trust
Agreement for a period of 3 months from January 2, 2023 to April 2, 2023, plus
an option for the Company to further extend such date to July 2, 2023 and to be
further extended to the extent the Company's Amended and Restated Certificate of
Incorporation is amended to extend the Business Combination Period. The Trust
Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its stockholders at the Meeting on December 15, 2022, MCAF filed
an amendment to its Amended and Restated Certificate of Incorporation with the
Delaware Secretary of State on December 15, 2022 (the "Charter Amendment"),
giving the Company the right to extend the Business Combination Period from
January 2, 2023 to April 2, 2023, plus an option for the Company to further
extend such date to July 2, 2023 (the later such date actually extended being
referred to as the "Extended Date"). The Charter Amendment 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 December 15, 2022, the Company held the Special Meeting. On November 16,
2022, the record date for the Special Meeting, there were 7,557,500 shares of
common stock of MCAF entitled to be voted at the Special Meeting. At the Special
Meeting, 6,771,837 shares of common stock of MCAF or 89.6% of the shares
entitled to vote at the Special Meeting were represented in person or by proxy.
1. Charter Amendment
Stockholders approved the proposal to amend the Company's amended and restated
certificate of incorporation, giving MCAF the right to extend the Business
Combination Period from January 2, 2023 to April 2, 2023, plus an option for the
Company to further extend such date to July 2, 2023. Adoption of the Charter
Amendment 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:
FOR AGAINST ABSTAIN
6,608,216 157,213 6,408
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2. Trust Amendment
Stockholders approved the proposal to amend the Company's Investment Management
Trust Agreement, dated as of June 29, 2021, by and between the Company and
Continental Stock Transfer & Trust Company to allow the Company to extend the
Business Combination Period for a period of 3 months from January 2, 2023 to
April 2, 2023, plus an option for the Company to further extend such date to
July 2, 2023 and to be further extended to the extent the Company's Amended and
Restated Certificate of Incorporation is amended to extend the Business
Combination Period.. Adoption of the amendment required approval by the
affirmative vote of at least a majority of the Company's outstanding shares of
common stock sold in the IPO. The voting results were as follows:
FOR AGAINST ABSTAIN
4,822,716 157,213 6,408
Item 8.01. Other Events.
In connection with the stockholders' vote at the Special Meeting of Stockholders
held by MCAF on December 15, 2022, 2,432,520 shares were tendered for
redemption.
The Company extended the time it has to complete its initial business
combination from January 2, 2023, to April 2, 2023 by depositing $581,000 into
the trust account on December 16, 2022.
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934, both as amended. Statements that are not historical facts, including
statements about the pending transactions described above, and the parties'
perspectives and expectations, are forward-looking statements. Such statements
include, but are not limited to, statements regarding the proposed transaction,
including the anticipated initial enterprise value and post-closing equity
value, the benefits of the proposed transaction, integration plans, expected
synergies and revenue opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the expected management
and governance of the combined company, and the expected timing of the
transactions. The words "expect," "believe," "estimate," "intend," "plan" and
similar expressions indicate forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about general
economic, market, industry and operational factors), known or unknown, which
could cause the actual results to vary materially from those indicated or
anticipated.
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The forward-looking statements are based on the current expectations of the
management of MCAF and the Company, as applicable, and are inherently subject to
uncertainties and changes in circumstances and their potential effects and speak
only as of the date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These forward-looking
statements involve a number of risks, uncertainties or other assumptions that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements including: risks
related to the Company's businesses and strategies; the ability to complete the
proposed business combination due to the failure to obtain approval from MCAF's
stockholders or satisfy other closing conditions in the definitive merger
agreement; the amount of any redemptions by existing holders of MCAF's common
stock; the ability to recognize the anticipated benefits of the business
combination; in the final prospectus of Mountain Crest Acquisition Corp. IV for
its initial public offering dated June 29, 2021; and in Mountain Crest
Acquisition Corp. IV's other filings with the SEC. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated or
anticipated by such forward-looking statements. Accordingly, you are cautioned
not to place undue reliance on these forward-looking statements. Forward-looking
statements relate only to the date they were made, and MCAF, the Company and
their subsidiaries undertake no obligation to update forward-looking statements
to reflect events or circumstances after the date they were made except as
required by law or applicable regulation.
Additional Information and Where to Find It
On April 30, 2022, Mountain Crest Acquisition Corp. IV, a Delaware corporation
("MCAF"), entered into that certain Agreement and Plan of Merger (as may be
amended, supplemented or otherwise modified from time to time, the "Merger
Agreement"), by and among MCAF, CH AUTO, Inc., a Cayman Islands exempted company
(Pubco"), CH-AUTO Company Merger Sub Corp., a Delware corporation and wholly
owned subsidiary of Pubco ("Company Merger Sub") and CH-AUTO TECHNOLOGY
CORPORATION LTD., a company orgianized under the law of the People's Republic of
China (the "Company"), pursuant to which, among other things, MCAF, Pubco,
Company Merger Sub and the Company intend to effect a merger of Company Merger
Sub with and into MCAF whereby MCAF will be the surviving corporation (the
"Surviving Corporation") and a wholly owned subsidiary of Pubco (the "Merger")
in accordance with the Merger Agreement and the General Corporation Law of the
State of Delaware (the "DGCL"). In connection with the Merger, the name of the
Surviving Corporation shall be changed to CH Autotech USA, Inc. Following the
Merger, Pubco expects its ordinary shares to be traded on The Nasdaq Stock
Market. .In connection with this transaction, Pubco and MCAF will file relevant
materials with the Securities and Exchange Commission (the "SEC"), including the
Registration Statement on Form F-4 and a proxy statement (the "Registration
Statement"). The Registration Statement will include a proxy statement to be
distributed to holders of MCAF's common stock in connection with MCAF's
solicitation of proxies for the vote by MCAF shareholders with respect to the
proposed transaction and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of securities to be
issued to the Company's stockholders in connection with the proposed business
combination. After the Registration Statement has been filed and declared
effective, MCAF will mail a definitive proxy statement, when available, to its
stockholders. Investors and security holders and other interested parties are
urged to read the Registration Statement, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety when they become
available because they will contain important information about MCAF, the
Company and the proposed business combination. Additionally, MCAF will file
other relevant materials with the SEC in connection with the business
combination. Copies of these documents may be obtained free of charge at the
SEC's web site at www.sec.gov. Securityholders of MCAF are urged to read the
Registration Statement and the other relevant materials when they become
available before making any voting decision with respect to the proposed
business combination because they will contain important information. The
Registration Statement and proxy statement, once available, may also be obtained
without charge at the SEC's website at www.sec.gov or by writing to MCAF at 311
West 43rd Street, 12th Floor, New York, NY 10036. INVESTORS AND SECURITY HOLDERS
OF MCAF ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTIONS THAT MCAF WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCAF, THE COMPANY AND THE
TRANSACTIONS.
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Participants in Solicitation
MCAF the Company and their respective directors and executive officers may be
deemed participants in the solicitation of proxies with respect to the proposed
business combination under the rules of the SEC. Securityholders may obtain more
detailed information regarding the names, affiliations, and interests of certain
of MCAF's executive officers and directors in the solicitation by reading MCAF's
Registration Statement and other relevant materials filed with the SEC in
connection with the proposed business combination when they become available.
Information about MCAF's directors and executive officers and their ownership of
MCAF common stock is set forth in MCAF's prospectus related to its initial
public offering dated June 29, 2021, as modified or supplemented by any Form 3
or Form 4 filed with the SEC since the date of that filing. Other information
regarding the interests of MCAF's participants in the proxy solicitation, which
in some cases, may be different than those of their stockholders generally, will
be set forth in the Registration Statement relating to the proposed business
combination when it becomes available. These documents can be obtained free of
charge at the SEC's web site at www.sec.gov.
The Company and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of MCAF in
connection with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their interests in
the proposed business combination will be included in the Registration Statement
for the proposed business combination.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the transactions described above and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of MCAF or the Company, nor shall
. . .
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
Mountain Crest Acquisition Corp., IV dated December 15, 2022
10.1* Amendment to the Investment Management Trust Agreement, dated as of
June 29, 2021, between Mountain Crest Acquisition Corp. IV and
Continental Stock Transfer & Trust Company dated December 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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