8-K

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

October30, 2024

Date

of Report (Date of earliest event reported)

Mountain Crest Acquisition Corp. V

(Exact Name of Registrant as Specified in its Charter)

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

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As previously disclosed, Mountain Crest Acquisition Corp. V (the “Company”) received a deficiency notification letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) on September 13, 2024, notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the U.S. Securities and Exchange Commission (the “SEC”), as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “1st Q Form 10-Q”) and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “2nd Q Form 10-Q”). The Notice stated further that the Company had until September 16, 2024 to submit a plan to regain compliance with the Listing Rule with respect to the 1st Q Form 10-Q and the 2nd Q Form 10-Q, and that the Company may have until October 14, 2024 to regain compliance with the Listing Rule.

On September 13, 2024, the Company filed the 1st Q Form 10-Q with the SEC. Then on September 16, 2024, the Company submitted a letter to Nasdaq setting forth the Company’s plan to regain compliance with the Listing Rule. The Company also requested Nasdaq to provide the Company until October 14, 2024, to regain compliance with the Listing Rule. On October 4, 2024, the Company filed the 2nd Q Form 10-Q with the SEC.

On October 30, 2024, the Company received a letter from Nasdaq stating that the Company had regained compliance with the Listing Rule and that the matter is now closed.

(d)Exhibits

1

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.

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