Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously reported, pursuant to our stockholders' approval at the special
meeting of stockholders held on December 15, 2022 (the "Special Meeting"),
Mountain Crest Acquisition Corp IV ("Company") (1) filed an amendment to its
Amended and Restated Certificate of Incorporation with the Delaware Secretary of
State on December 15, 2022, giving the Company the right to extend the time for
the Company to complete its initial business combination (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 and (2) 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 Agreement"), pursuant to which the Company has the right to extend the
Business Combination Period under the Trust Agreement 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. On March 27, 2023, the Company extended the time it has to
complete its initial business combination from April 2, 2023 to July 2, 2023 by
depositing $343,936 in to the trust account on March 29, 2023 (the "Extension
Payment").
CH Auto Technology Corporation Ltd. ("CH AUTO"), the target company to the
Company's proposed business combination loaned the Company $350,000 to fund the
Extension Payment. On March 29, 2023, the Company issued an unsecured promissory
note in the aggregate principal amount of $350,000 (the "Note") to CH AUTO.
Pursuant to the Note, CH AUTO loaned the Company an aggregate amount of $350,000
that is due and payable on the earlier of: (i) the date on which Company
consummates an initial business combination with a target business, or (ii) the
date the Company liquidates if a business combination is not consummated. The
Note does not bear interest. In the event that the Company does not consummate a
business combination, the Note will be forgiven, except to the extent of funds
remaining outside of the Company's trust account, if any. In addition, the Note
may be converted at the closing of a business combination by the Company into
the Company's common stock or ordinary shares, at CH AUTO's option, at a price
of $10.00 per share of common stock or ordinary share.
The proceeds of the Note have been used by the Company to make a deposit
$343,936 into the Trust Account to extend the time period for the Company to
consummate its initial business combination from April 2, 2023 to July 2, 2023.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed with this Current Report
on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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IMPORTANT NOTICES
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.
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.
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.
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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
there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Form of Promissory Note in the principal amount of $350,000 between
Mountain Crest Acquisition Corp. IV and CH Auto Technology Corporation,
Ltd.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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