MCAG Mountain Crest Acquisition Corp. V - 8-K

Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing.

Mountain Crest Acquisition
Corp. V, a Delaware corporation (the “Company”), received a notice, dated November 14, 2024 (the “Notice”) from
the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2,
and that its securities are now subject to delisting. The Company’s registration statement, filed in connection with the Company’s
IPO, became effective on November 12, 2021. Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one
or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company did not complete
its initial business combination by November 12, 2024, the Company did not comply with IM-5101-2, and its securities are now subject to
delisting. Unless the Company requests a timely appeal of this determination by Nasdaq, trading of the Company’s securities on Nasdaq
will be suspended at the opening of business on November 21, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission
(the “SEC”), which will remove the Company’s securities from listing on The Nasdaq Stock Market.

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

Item 9.01. Financial Statements and Exhibits.

EXHIBIT NO.

DESCRIPTION

104

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