Mountain Crest Acquisition Corp. V

11/07/2025 | Press release | Distributed by Public on 11/07/2025 16:21

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by its stockholders at the annual meeting of stockholders held on November 4, 2025 (the "Annual Meeting"), Mountain Crest Acquisition Corp. V (the "Company"), through amendment number 5 ("Amendment No. 5"), amended its Amended and Restated Certificate of Incorporation (the "Charter"), to (a) modify the terms and extend the date (the "Business Combination Period") by which the Company has to consummate an initial business combination to November 16, 2026, by revising paragraph E of Article Sixth of the Charter. Amendment No. 5 was filed with the Delaware Secretary of State on November 5, 2025.

Amendment No. 5 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 November 4, 2025, the Company held the Annual Meeting. On October 7, 2025, the record date for the Annual Meeting, there were 2,902,004 shares of common stock of the Company entitled to be voted at the Annual Meeting, among which 2,508,855 shares of common stock of the Company or 86.45 % were represented in person or by proxy.

1. Extension Proposals

Stockholders approved the proposal (the "Extension Proposal") to amend the Company's amended and restated certificate of incorporation, as amended, to extend Business Combination Period to November 16, 2026, by revising paragraph E of Article Sixth of the Charter.

Approval of the Extension Proposal required the affirmative vote of at least a majority of the Company's outstanding common shares. The Extension Proposal received the following votes:

FOR AGAINST ABSTAIN Broker Non-Votes
2,439,847 11,100 0 57,908

The Extension Proposal was approved by stockholders holding 84.7% of the votes cast.

2. Director Proposal

Stockholders approved the proposal (the "Director Proposal") to elect one (1) director, Suying Liu, to serve until the 2028 annual meeting and until his successor has been duly elected and qualified or until his earlier resignation, removal or death. Adoption of the Director Proposal 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:

Nominee FOR Withheld Broker Non-Votes
Suying Liu 2,450,947 0 57,908

The election of Suying Liu was approved by stockholders holding 100% of the votes cast.

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