UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~November~~April 1425, ~~2024~~2025

Date of Report (Date of earliest event reported)

Mountain Crest Acquisition Corp. V

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40418		85-2412613
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

524 Broadway 11th Floor New York, NY		10012
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (646)493-6558

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act: None

~~Title~~Securities ofregistered ~~each~~pursuant ~~class~~to ~~Trading~~Section ~~Symbol~~12(sg) ~~Name~~ of ~~each~~the ~~exchange on which registered Common Stock MCAG The Nasdaq Stock Market LLC Rights MCAGR The Nasdaq Stock Market LLC Units MCAGU The Nasdaq Stock Market LLC~~Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MCAG
Rights	MCAGR
Units	MCAGU

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3 2.~~01.~~03 ~~Notice~~Creation of ~~Delisting~~a orDirect ~~Failure~~Financial toObligation ~~Satisfy~~or aan ~~Continued~~Obligation ~~Listing~~under ~~rule~~an orOff-Balance ~~Standard;~~Sheet ~~Transfer~~Arrangement of ~~Listing~~a Registrant.

On April 25, 2025, Mountain Crest Acquisition Corp. V, ~~a Delaware corporation~~ (the “Company”), ~~received~~issued aan ~~notice,~~unsecured ~~dated~~promissory ~~November~~note ~~14,~~in ~~2024 (~~the ~~“Notice”)~~aggregate ~~from~~principal ~~the~~amount ~~Nasdaq~~up ~~Stock~~to ~~Market~~$500,000 ~~LLC~~ (the “~~Nasdaq~~Note”), ~~stating~~to ~~that~~Mountain ~~the~~Crest ~~Company~~Global ~~did~~Holdings ~~not~~LLC, ~~comply~~the ~~with~~Company’s ~~Nasdaq~~sponsor ~~Interpretive~~(the ~~Material IM-5101-2,~~“Sponsor”). ~~and~~Pursuant ~~that~~to ~~its~~the ~~securities~~Note, ~~are~~the ~~now~~Sponsor ~~subject~~agreed to ~~delisting.~~loan ~~The~~to the Company’s ~~registration~~an ~~statement~~aggregate amount up to $500,000 ~~filed~~that inmay ~~connection~~be ~~with~~drawn down by the Company’s ~~IPO,~~from ~~became~~time ~~effective~~to ontime ~~November~~by ~~12,~~written ~~2021.~~notice ~~Pursuant~~ to ~~IM-5101-2,~~ the ~~Company,~~Sponsor. aThe ~~special~~aggregate ~~purpose~~amount ~~acquisition~~advanced ~~company,~~under ~~must~~the ~~complete~~Note ~~one or~~is ~~more~~due ~~business~~payable ~~combinations~~by ~~within~~the 36Company ~~months~~on of the earlier ~~effectiveness~~ of: ~~its~~(i) ~~IPO~~the ~~registration~~date ~~statement.~~on ~~Since~~which ~~the~~ Company ~~did~~consummates ~~not~~an ~~complete its~~ initial business combination bywith ~~November~~a ~~12,~~target ~~2024~~business, ~~the~~or ~~Company~~(ii) ~~did~~the ~~not~~date ~~comply~~the ~~with~~Company liquidates ~~IM-5101-2,~~if ~~and~~a ~~its~~business ~~securities~~combination ~~are~~is ~~now~~not ~~subject to delisting~~consummated. ~~Unless~~The ~~the~~Note ~~Company~~does ~~requests~~not abear ~~timely~~interest. ~~appeal~~In ofthe ~~this~~event ~~determination~~that ~~by Nasdaq, trading of~~ the Company’s ~~securities~~does onnot ~~Nasdaq~~consummate ~~will~~a ~~be suspended at the opening of~~ business ~~on November 21~~combination, ~~2024,~~the ~~and~~Note ~~a Form 25-NSE~~ will be ~~filed~~repaid ~~with~~only ~~the~~from ~~Securities~~amounts ~~and~~remaining ~~Exchange~~outside ~~Commission (the~~of ~~“SEC”), which will remove~~ the Company’s ~~securities~~trust ~~from~~account, ~~listing~~if ~~on The Nasdaq Stock Market~~any.

The ~~Company will not appeal Nasdaq’s determination to~~ ~~delist~~proceeds ~~the~~of ~~Company securities and accordingly,~~ the ~~Company’s~~Note ~~securities~~ will be ~~suspended~~used ~~from~~by ~~trading on Nasdaq at~~ the ~~opening of business on November 21, 2024. However, the~~ Company ~~expects~~for ~~its~~working ~~securities~~capital ~~will commence trading on the over-the-counter market on November 21, 2024~~purposes.

~~Item~~The foregoing ~~9.01.~~description ~~Financial~~of ~~Statements~~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 ~~Exhibits~~is incorporated herein by reference.

EXHIBIT NO.		DESCRIPTION
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No Offer or Solicitation

1This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of an initial business combination or PIPE financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT NO.		DESCRIPTION
10.1		Promissory Note, dated April 25, 2025 between Mountain Crest Acquisition Corp. V, as Maker and Mountain Crest Global Holdings LLC as Payee
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Dated: November 19, 2024
MOUNTAIN CREST ACQUISITION CORP. V
By:	/s/ Suying Liu
Name:	Suying Liu
Title:	Chief Executive Officer

2SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 28, 2025

MOUNTAIN CREST ACQUISITION CORP. V

By:	/s/ Suying Liu
Name:	Suying Liu
Title:	Chief Executive Officer

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