8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form8-K

CurrentReport

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

November18, 2021

Date of Report (Date of earliest event reported)

MountainCrest Acquisition Corp. V

(Exact Name of Registrant as Specified in its Charter)

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:

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. ☐

Item3.02. Unregistered Sales of Equity Securities.

The information included in Item 8.01 is incorporated into this Item by reference.

Item8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated November 22, 2021, on November 16, 2021, Mountain Crest Acquisition Corp. V (the “Company”) consummated its initial public offering (“IPO”) of 6,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), and one right (“Right”) to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 205,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,050,000.

Subsequently, on November 16, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred (the “Over-Allotment Option Units”) on November 18, 2021. The total aggregate issuance by the Company of 900,000 units at a price of $10.00 per unit resulted in total gross proceeds of $9,000,000. On November 18, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 18,000 Private Units, generating gross proceeds of $180,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

A total of $69,000,000 of the net proceeds from the sale of Units in the initial public offering (including the Over-Allotment Option Units) and the Private Placements on November 16, 2021 and November 18, 2021, were placed in a trust account established for the benefit of the Company’s public shareholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.

Item9.01. Financial Statements and Exhibits.

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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 24, 2021

MOUNTAIN CREST ACQUISITION CORP. V

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Exhibit 99.1

MountainCrest Acquisition Corp. V

BALANCESHEET

All values are in US Dollars.

Theaccompany notes are an integral part of the financial statement

NOTE1 – CLOSING OF OVER-ALLOTMENT OPTION (UNAUDITED)

The accompanying unaudited Pro Forma Balance Sheet presents the unaudited Balance Sheet of Mountain Crest Acquisition Corp. V (the “Company”) as of November 16, 2021, adjusted for the closing of the underwriters’ over-allotment option (the “Over-allotment”) and related transactions, which occurred on November 18, 2021 as described below.

On November 16, 2021, the Company consummated its initial public offering (the “IPO”) of 6,000,000 units (the “Units”). Each Unit consists of one share of common stock the Company, par value $0.0001 per share (the “Common stock”) and one share of common stock and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $60,000,000.

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 205,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,050,000, in a private placement. The Sponsor also agreed to purchase an additional 18,000 Private Units, at a price of $10.00 per Private Unit, or $180,000 in the aggregate in connection with the underwriters’ full exercise of their over-allotment option, if applicable. Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

The Company granted the underwriters a 45-day option to purchase up to 900,000 Units to cover Over-allotment, if any. As of November 18, 2021, the Underwriters had fully exercised the option and purchased 900,000 additional Units (the “Over-allotment Units”), generating gross proceeds of $9,000,000.

Upon the closing of the Over-allotment on November 18, 2021, the Company consummated a private sale of an additional 18,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $180,000. As of November 18, 2021, a total of $69,000,000 of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units was placed in a U.S.-based trust account. As the over-allotment option was fully exercised, no portion of the Private Units are subject to forfeiture.

Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ Over-allotment option described above are as follows:

All values are in US Dollars.