Mountain Crest Acquisition Corp. V Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K and Quarterly Report on Form 10-Q

Rhea-AI Summary

Mountain Crest Acquisition Corp. V (NASDAQ: MCAG) has received a deficiency notification from Nasdaq due to delayed filing of its Annual Report (Form 10-K) for 2023 and Quarterly Report (Form 10-Q) for Q1 2024. This non-compliance with Nasdaq Listing Rule 5250(c)(1) requires the company to submit a compliance plan by September 2, 2024. Nasdaq may grant an extension until October 14, 2024 for the company to regain compliance. MCAG intends to file the required reports or submit a compliance plan before the deadline. The company is working to complete and file the Form 10-K and Form 10-Q as soon as possible, though no specific timing assurances were provided.

Positive

• Company acknowledges the issue and intends to address it promptly
• Nasdaq provides a grace period for compliance, allowing the company time to rectify the situation

Negative

• Failure to timely file required financial reports (Form 10-K and Form 10-Q)
• Risk of potential delisting from Nasdaq if compliance is not achieved
• Lack of current financial information available to investors

Insights

Financial Analyst

The notification of deficiency from Nasdaq for Mountain Crest Acquisition Corp. V (MCAG) is a significant development that warrants close attention from investors. This situation stems from the company's failure to file its Annual Report (Form 10-K) for 2023 and Quarterly Report (Form 10-Q) for Q1 2024 in a timely manner.

The implications of this deficiency are twofold:

• Compliance Risk: MCAG now faces the challenge of regaining compliance with Nasdaq's Listing Rule 5250(c)(1). The company has until September 2, 2024, to submit a plan to address this issue. Failure to do so could potentially lead to delisting, which would severely impact the stock's liquidity and investor confidence.
• Financial Transparency: The delay in filing these important financial reports raises questions about the company's internal processes and financial health. Without these reports, investors lack up-to-date information to make informed decisions.

It's worth noting that MCAG is a blank check company, also known as a Special Purpose Acquisition Company (SPAC). SPACs typically have $10 per share in trust and trade close to that value until they announce a merger target. However, the lack of current financial information could cause the stock to trade at a discount to trust value.

Investors should closely monitor MCAG's progress in filing these reports and its communication with Nasdaq. The company's ability to resolve this issue promptly will be important for maintaining investor confidence and ensuring continued listing on Nasdaq.

Legal Expert

The notification of deficiency from Nasdaq to Mountain Crest Acquisition Corp. V (MCAG) raises several legal and regulatory concerns that investors should be aware of:

• SEC Compliance: The failure to file timely reports (Form 10-K and Form 10-Q) is a violation of SEC regulations. This could potentially lead to further regulatory scrutiny and possible enforcement actions if not addressed promptly.
• Nasdaq Listing Requirements: MCAG is now at risk of non-compliance with Nasdaq's listing rules. While they have been given a grace period to submit a compliance plan, failure to do so or to execute the plan successfully could result in delisting proceedings.
• Investor Disclosure Obligations: The delay in filing these reports means that MCAG is not fulfilling its obligation to provide timely and accurate financial information to its shareholders and the market.

The company's statement that it "intends to file the Form 10-K and the Form 10-Q or to submit a compliance plan to Nasdaq" is crucial. This indicates that MCAG is aware of the severity of the situation and is taking steps to address it. However, the use of the word "or" suggests some uncertainty about which course of action they will take.

Investors should be cautious and monitor the situation closely. If MCAG fails to file the required reports or submit an acceptable compliance plan by the September 2, 2024 deadline, it could face more severe consequences, including potential delisting from Nasdaq. This would significantly impact the stock's liquidity and could lead to a substantial loss in shareholder value.

NEW YORK, July 24, 2024 (GLOBE NEWSWIRE) -- Mountain Crest Acquisition Corp. V (NASDAQ: MCAG, the “Company”) today announced that it received an expected deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) on July 18, 2024 (the "Notice"). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file (i) its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), as described more fully in the Company's Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the "SEC") on April 2, 2024 and (ii) its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”), as described more fully in the Company's Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the "SEC") on May 15, 2024. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC. In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice, or September 2, 2024, to submit a plan to regain compliance with the Listing Rule. Following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-K’s due date, or until October 14, 2024, for the Company to regain compliance.

The Company intends to file the Form 10-K and the Form 10-Q or to submit a compliance plan to Nasdaq and take the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable, but in any case such plan to be submitted prior to September 2, 2024. While the Company can provide no assurances as to timing, the Company will continue to work diligently to complete and file the Form 10-K and the Form 10-Q as soon as practicable.

About Mountain Crest Acquisition Corp. V

Mountain Crest Acquisition Corp. V (Nasdaq: MCAG) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the Company’s plans and expectations about the completion and filing of the Form 10-K, the Form 10-Q, its submission of a plan to regain compliance with respect to the Listing Rule, and the timing thereof. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to uncertainties about the timing of the Company’s submission of a compliance plan, Nasdaq’s acceptance of any such plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s requirements; uncertainties associated with the Company’s preparation of the Form 10-K, form 10-Q and the related financial statements, including the possibility that additional accounting errors or corrections will be identified; the possibility of additional delays in the filing of the Form 10-K. the Form 10-Q and the Company’s other SEC filings; and the other risks and uncertainties described in the Company’s SEC reports. The forward-looking statements contained herein speak only as of the date of this press release. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this press release.

Contact:

Dr. Suying Liu
Chairman, CEO and CFO
524 Broadway 11th Floor, New York, NY 10012

FAQ

Why did Mountain Crest Acquisition Corp. V (MCAG) receive a deficiency notification from Nasdaq?

MCAG received a deficiency notification from Nasdaq due to delayed filing of its Annual Report (Form 10-K) for 2023 and Quarterly Report (Form 10-Q) for Q1 2024, violating Nasdaq Listing Rule 5250(c)(1).

What is the deadline for Mountain Crest Acquisition Corp. V (MCAG) to submit a compliance plan to Nasdaq?

MCAG has until September 2, 2024, to submit a plan to regain compliance with Nasdaq's listing rules.

How long of an extension might Nasdaq grant MCAG to regain compliance?

Nasdaq may grant MCAG an extension of up to 180 calendar days from the Form 10-K's due date, or until October 14, 2024, to regain compliance.

What actions is Mountain Crest Acquisition Corp. V (MCAG) taking to address the Nasdaq deficiency notification?

MCAG intends to file the Form 10-K and Form 10-Q or submit a compliance plan to Nasdaq before September 2, 2024, and is working diligently to complete and file the required reports as soon as possible.