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 20~~December 27, 2023

Date of Report (Date of earliest event reported)

Mountain Crest Acquisition Corp. IV

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-40562	86-2435859
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

311 West 43rd Street, 12th FloorNew York, NY		10036
311 West 43rd Street, 12th Floor New York, NY		10036
(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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MCAF	The Nasdaq Stock Market LLC
Rights	MCAFR	The Nasdaq Stock Market LLC
Units	MCAFU	The Nasdaq Stock Market LLC

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 5.07. Submission of Matters to a Vote of Security Holders.

AsOn December ~~previously disclosed~~27, ~~on April 30~~2023, ~~2022,~~Mountain ~~MCAF~~Crest ~~entered~~Acquisition ~~into~~Corp ~~that~~IV ~~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 (“CH AUTO~~” ~~or “Pubco”~~), ~~Ch-Auto~~held ~~Merger Sub Corp.,~~ a ~~Delaware~~special ~~corporation~~meeting ~~and wholly owned subsidiary~~ of ~~Pubco~~Stockholders (~~“Merger Sub”) and CH-AUTO TECHNOLOGY CORPORATION LTD., a company organized under~~ the ~~laws of the People’s Republic of China (the~~ “~~Company~~Special Meeting”), ~~pursuant~~ to ~~which,~~vote ~~among~~on ~~other~~an ~~things,~~amendment ~~MCAF, Pubco, Merger Sub and the Company intend~~ to ~~effect a merger of Merger Sub with and into~~ MCAF’s ~~whereby~~Amended ~~MCAF will be the surviving corporation (the “Surviving Corporation”)~~ and aRestated ~~wholly~~Certificate ~~owned~~of ~~subsidiary~~Incorporation, ofas ~~Pubco~~amended (the “~~Merger~~Charter”) giving inMCAF ~~accordance with~~ the ~~Merger~~right ~~Agreement~~to ~~and~~extend the ~~General~~time ~~Corporation~~for ~~Law~~MCAF ofto ~~the~~complete ~~State~~its ofbusiness ~~Delaware (the “DGCL”)~~combination. InOn ~~connection~~December ~~with~~5, ~~the Merger~~2023, the ~~name~~record ofdate for the Special ~~Surviving~~Meeting, ~~Corporation~~there ~~shall~~were ~~be changed to CH Autotech USA~~3,314,491 ~~Inc.~~shares ~~Following~~of ~~the~~common ~~Merger,~~stock ~~Pubco~~of ~~expects~~MCAF ~~its~~entitled ~~ordinary shares~~ to be ~~traded~~voted onat the ~~Nasdaq~~Special ~~Stock Market. On December 23~~Meeting, ~~2022~~1,700,204 ~~MCAF~~shares ~~disclosed~~of common ~~that~~stock ~~the parties to the Merger Agreement amended the Merger Agreement by executing an Amended and Restated Agreement and Plan~~ of ~~Merger,~~MCAF ~~dated~~or ~~December 23, 2022 (the “A&R Merger Agreement”)~~51.30% ~~All~~of ~~capitalized~~which ~~terms~~were ~~used~~represented ~~herein and not defined shall have the meanings ascribed to them~~ in ~~the~~person ~~A&R~~or ~~Merger~~by ~~Agreement~~proxy.

~~On March~~ 1~~, 2023, MCAF, CH-AUTO, Pubco and Merger Sub entered into an amendment (the “Amendment”) to the A&R Merger Agreement~~. ~~The~~Third ~~Amendment~~Extension provides that (i) instead of acquiring at least 90% of the CH AUTO, MCAF would only need to acquire at least 71.2184% of CH AUTO to consummate the Closing, (ii) immediately after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of five (5) members, among which one (1) person shall be designated by Sponsor, four (4) persons shall be designated by CH AUTO and at least two (2) persons of the Post-Closing Pubco Board shall qualify as independent directors under the Securities Act and Nasdaq rules, (iii) modified the timing of CH AUTO’s delivery of the Equityholder Allocation Schedule, (iv) simultaneously with and in exchange for the issuance of the CH AUTO Merger Consideration, but before the Closing of the Merger, Pubco’s subsidiary, CH-Auto (Hong Kong) Limited (“CH-Auto HK”), or a then-established wholly-owned PRC subsidiary of CH-Auto HK (together with CH-Auto HK, the “Holding Company”, as the context may require), shall acquire all the shares of CH AUTO’s equity securities (the “Company Common Stock”) held by each Company Reorganization Stockholder at par value or other value as agreed between the Holding Company and the Company Reorganization Stockholders (the “HK Share Purchase”); provided however, certain Company Reorganization Stockholders that are the directors, supervisors or senior executives of the Company (each a “DSO Stockholder” and together, the “DSO Stockholders”) shall each transfer up to 25% of the stocks of CH AUTO held by him or her due to restrictions under the PRC laws. Each DSO Stockholder shall further enter into a voting rights proxy agreement (the “Voting Rights Proxy Agreement”) and an economic rights transfer agreement (the “Economic Rights Transfer Agreement”) with the Holding Company (the “HK Voting Rights Entrustment”), pursuant to which each DSO Stockholder shall transfer and assign to the Holding Company (i) all of their respective voting rights in connection with the remaining shares of Company Common Stock held by them (the “DSO’s Remaining Shares”) pursuant to the Voting Rights Proxy Agreement and (ii) all of their economic rights, including the right to receive dividends, in connection the DSO’s Remaining Shares, pursuant to the Economic Rights Transfer Agreement. The Pubco Ordinary Shares issued to each DSO Shareholder in exchange for such DSO’s Remaining Shares, shall be subject to restrictions on transfer, conveyance, assignment and further encumbrance until the DSO Shareholder transfers and conveys the underlying shares of Company Common Stock to the Holding Company. Upon the completion of the HK Share Purchase, and after giving effect to the HK Voting Right Entrustment (the “Reorganization Closing”), the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of CH AUTO entitled to vote, (2) own, directly or indirectly, at least 71.2184% of the economic rights of all the outstanding equity securities in CH AUTO, and (3) own, directly or indirectly own at least 37.8426% of the then-issued and outstanding equity interests in CH AUTO; (v) revised the definitions of Company Employee Option and Company FA Option, (vi) CH AUTO shall advance MCAF the aggregate amount of Seven Hundred and Fifty Thousand Dollars ($750,000) in two payments (the “Loans”) to fund the payment of the expenses incurred, in connection with two (2) extensions of the period of time for MCAF to consummate a business combination and for working capital for the Company; (vi) in the event CH AUTO funds the initial payment of the Loan, the Outside Date shall be extended from May 15, 2023 to July 2, 2023, (viii) revised the timing, steps and procedure for the Reorganization and (ix) permitted CH AUTO to convert outstanding debt from a lender in the amount of RMB 39 million into 15.6 million shares of CH AUTO, at a conversion price of RMB 2.5 per share. The transactions contemplated by the A&R Agreement and the Amendment ~~are collectively referred to as the “Business Combination.”~~Proposal

Proposal No. 1 – Third Extension Amendment Proposal – A proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for up to two (2) additional three-month extensions from January 2, 2024 to April 2, 2024 and then from April 2, 2024 to July 2, 2024 to extend the date by which the Company has to consummate a business combination in exchange for the Company depositing $0.10 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter, for each three-month extension (the “Third Amendment Proposal”).

~~On November 20, 2023, at 10:00 a.m., Eastern~~Approval ~~Time, MCAF held a special meeting~~ of ~~MCAF stockholders (~~the ~~“Special~~Third ~~Meeting”)~~Extension atAmendment ~~which~~Proposal required the ~~MCAF~~affirmative ~~stockholders~~vote ~~voted~~of on the ~~proposals~~ ~~set~~holders ~~forth~~of ~~below,~~a ~~each~~majority of ~~which is described in detail in~~ the ~~MCAF~~issued ~~definitive~~and ~~proxy~~outstanding ~~statement (the “Proxy Statement”)~~shares ~~filed~~of ~~with~~MCAF ~~the~~common Ustock, $0.S.0001 ~~Securities~~par ~~and~~value ~~Exchange~~per ~~Commission~~share (~~the~~ “~~SEC~~Common Stock”) onpresent ~~October~~and 3,entitled ~~2023,~~to ~~which~~vote ~~was~~at ~~first~~the ~~mailed~~Special byMeeting. ~~MCAF to~~The ~~its~~Third ~~stockholders~~Extension onAmendment orProposal ~~about~~received ~~October 5,~~the ~~2023.~~following votes:

As of September 29, 2023, the record date for the Special Meeting, there were 3,314,491 shares of MCAF common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding and entitled to vote at the Special Meeting. There were 2,958,185 shares of Common Stock representing approximately 89.25% of the issued and outstanding shares of Common Stock present in person or represented by proxy at the Special Meeting, constituting a quorum for the Special Meeting. The final voting results for each proposal submitted to the stockholders of MCAF at the Special Meeting are set forth below.

FOR		AGAINST		ABSTAIN
1,699,140		1,064		0

~~Proposal~~MCAF stockholders’ 1:representing ~~The~~51.26% ~~Business~~of ~~Combination~~the ~~Proposal~~total —issued toand ~~approve~~outstanding ~~the~~shares ~~merger (the “Merger”)~~ of ~~Ch-Auto~~Common ~~Merger~~Stock ~~Sub~~as ~~Corp., a Delaware corporation and subsidiary~~ of CHthe ~~AUTO~~record ~~Inc.,~~date avoted ~~Cayman~~to ~~Islands~~approve the ~~exempted~~Third ~~company,~~Extension ~~with~~Amendment ~~and~~Proposal ~~into~~at ~~MCAF whereby MCAF will be~~ the ~~surviving~~Special ~~corporation~~Meeting. ~~The~~Accordingly, ~~completion of~~ the ~~Reorganization,~~Third ~~among~~Extension ~~other~~Amendment ~~things,~~Proposal iswas ~~a condition precedent to the Merger~~approved.

The MCAF Stockholders approved the Business Combination Proposal. The voting results were as follows:

FOR		AGAINST		ABSTAIN
2,704,338		253,847		0

Proposal 2: The Governance Proposals — to approve, on a non-binding advisory basis, certain differences between MCAF and Pubco including the governance provisions set forth in the Pubco’s Second Amended and Restated Memorandum and Articles of Association, as compared to MCAF’s current Certificate of Incorporation.

The MCAF Stockholders approved each of the Governance Proposals. The voting results were as follows:

Governance Proposal A – Change in Authorized Shares of Capital Stock

FOR		AGAINST		ABSTAIN
2,704,338		253,847		0

Governance Proposal B – Removal of Certain Provisions Related to Blank Check Companies.

FOR		AGAINST		ABSTAIN
2,704,337		253,847		1

Governance Proposal C – Change in Excusive Forum from Delaware to Cayman Islands for certain shareholder litigation.

FOR		AGAINST		ABSTAIN
2,704,338		253,847		0

Governance Proposal D – Creation of a Duel Class of Capital Stock Class A Ordinary Shares and Class B Ordinary Shares.

FOR		AGAINST		ABSTAIN
2,704,338		253,847		0

Proposal 3: The 2023 Plan Proposal — to approve the CH AUTO Inc. 2023 Equity Incentive Plan.

The MCAF Stockholders approved the 2023 Plan Proposal. The voting results were as follows:

FOR		AGAINST		ABSTAIN
2,704,338		253,847		0

Proposal 4: The NTA Requirement Amendment Proposal — to approve an amendment to the MCAF Amended and Restated Certificate of Incorporation to expand the methods that MCAF may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.

The MCAF Stockholders approved the NTA Requirement Amendment Proposal. The voting results were as follows:

FOR		AGAINST		ABSTAIN
2,704,338		253,847		0

Item 8.01. Other Events.

In connection with the ~~MCAF~~stockholders’ ~~Special~~vote ~~Meeting~~at ofthe ~~Stockholders~~Special ~~held on November 20~~Meeting, ~~2023,~~ an aggregate ~~amount~~total of 1,~~487~~478,~~667~~524 shares ~~were~~of Common Stock have been tendered for redemption, bywhich ~~public~~includes ~~stockholders~~1,471,635 shares of ~~MCAF.~~Common ~~MCAF~~Stock ~~will~~originally ~~not~~tendered ~~file~~for ~~the~~redemption ~~amendment~~in toconnection ~~its~~with ~~Amended~~MCAF’s previously ~~and~~disclosed ~~Restated~~meeting ~~Certificate~~ of ~~Incorporation~~stockholders ~~regarding~~to ~~NTA~~approve ~~Requirement Amendment Proposal (~~the ~~“NTA~~business ~~Amendment”)~~combination ~~with~~which ~~the~~was ~~Secretary~~held ofon ~~State~~October of30, ~~the~~2023 ~~State~~and ofthen ~~Delaware~~adjourned and ~~until~~concluded ~~two~~on ~~business~~November ~~days~~20, ~~before~~2023, ~~the~~subject ~~closing~~to ofcertain ~~the~~redemption ~~Business Combination. Accordingly~~reversals, ~~the~~plus ~~redemption~~an ~~proceeds~~additional ~~for~~6,889 ~~the~~ shares of ~~MCAF~~Common ~~common~~Stock ~~stock that were~~ tendered for redemption in connection with the Special Meeting ~~will not be distributed until after the filing of the NTA Amendment with the Secretary of State of the State of Delaware~~.

~~Item~~MCAF plans ~~9.01.~~to ~~Financial~~file ~~Statements~~the ~~and~~Third ~~Exhibits~~Amendment with the Secretary of State of the State of Delaware on January 2, 2024.

Exhibit No.		Description
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

SIGNATURES

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: November 20, 2023

Dated: December 27, 2023

MOUNTAIN CREST ACQUISITION CORP. IV

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

~~MOUNTAIN CREST ACQUISITION CORP. IV~~3

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

Filing Compare · Mountain Crest Acquisition Corp. IV