Ch-Auto Technology Corporation Ltd. executed the term sheet to acquire Mountain Crest Acquisition Corp. IV (NasdaqCM:MCAF) from Karpus Management Inc, Mountain Crest Holdings IV LLC, Linden Capital L.P., Hudson Bay Capital Management LP, Barclays PLC (LSE:BARC) and others for $1.7 billion in a reverse merger transaction on February 9, 2022. Ch-Auto Technology Corporation Ltd. entered into a definitive merger agreement to acquire Mountain Crest Acquisition Corp. IV from Karpus Management Inc, Mountain Crest Holdings IV LLC, Linden Capital L.P., Hudson Bay Capital Management LP, Barclays PLC (LSE:BARC) and others in a reverse merger transaction on April 30, 2022. As part of the transaction, (i) each share of Mountain Crest will be exchanged for one share of combined company, (ii) CH-AUTO shareholders and the pre-existing Mountain Crest shareholders will be entitled to receive approximately 125 million shares valued at $10 per share in combined company, subject to closing adjustments, and (iii) combined company will assume net debt outstanding of approximately $460 million, for a total purchase price of approximately $1.7 billion. Upon the completion of the transaction, CH-Auto shall own no less than 90% of the then-issued and outstanding equity interests in the combined company representing no less than 90% of the voting rights of all the outstanding equity interest entitled to vote on matters CH Auto can submit to a vote of its shareholders. The agreement provides that any additional debt will reduce the purchase price. The transaction reflects an initial equity value of approximately $1.25 billion. As of December 23, 2022, parties entered into an Amended and Restated Agreement and Plan of Merger to provide that all options issued by Mountain Crest Acquisition prior to the Business Combination shall be included in merger consideration that will be issued in connection with the closing of the transaction. In connection with the Merger, the name of the Surviving Corporation shall be changed to CH Autotech USA, Inc. Upon closing of the transaction, the combined company will operate under a holding entity named CH AUTO Inc. and plans to trade on the Nasdaq Stock Market. Qun Lu, CH-AUTO?s founder and Chief Executive Officer, will continue to lead the holding company as its Chief Executive Officer after closing of the transaction.

The transaction is subject to approval of the stockholders of both Mountain Crest and Ch-Auto, receipt of certain regulatory approvals and other customary closing conditions. Transaction is also subject to The Form F-4 and the Form 8-A shall have been declared effective by the SEC; All required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the transactions under the HSR Act shall have expired or been terminated; Ordinary Shares shall have been approved for listing on the Nasdaq Stock Market following Closing; The Reorganization shall have been consummated; PIPE Financing shall have been consummated; Lock-up Agreement have been executed and delivered to MCAF, MCAF and the MCAF Stockholders shall have entered into a registration rights agreement in substantially the form attached hereto as Exhibit F; resignation of each of the directors and each of the officers of MCAF; After giving effect to all redemptions of SPAC Public Shares, MCAF shall have net tangible assets of at least $5,000,001 immediately prior to the Merger. The Boards of Directors of each of CH-AUTO and Mountain Crest have approved the transaction. Mountain Crest Board unanimously recommended that the stockholders vote in favor of the transaction. Mountain Crest extended the time it has to complete its initial business combination from January 2, 2023, to April 2, 2023, plus an option for the Company to further extend such date to July 2, 2023 by depositing $0.58 million into the trust account on December 16, 2022. On March 27, 2023, Mountain Crest Acquisition extended the time it has to complete its initial business combination from April 2, 2023 to July 2, 2023. As of May 19, 2023, Mountain Crest Acquisition enter into a proposal to amend (the ?Second Extension Amendment?) the Company?s amended and restated certificate of incorporation, as amended (the ?Charter?), to extend the date by which the Company has to consummate a business combination from July 2, 2023 to January 2, 2024 (the ?Extended Date?) in exchange for the Company depositing $250,000 into the Trust Fund as defined in the Charter. The transaction is expected to close in the fourth quarter of 2022. As of June 22, 2023, Mountain Crest Acquisition held the Special Meeting, Stockholders approved the proposal to amend the Company?s amended and restated certificate of incorporation, as amended (the ? Charter ?), to extend the Business Combination Period from July 2, 2023 to January 2, 2024 in exchange for the Company depositing $250,000 into the Trust Fund. On June 27, 2023, the Mountain Crest transferred $250,000 to Continental Stock Transfer and Trust Company to be deposited into the Trust Fund to extend the Business Combination Period from July 2, 2023 to January 2, 2024. Accordingly, the SPAC now has until January 2, 2024, to complete its initial business combination. On November 20, 2023, MCAF held a special meeting of MCAF stockholders at which the MCAF stockholders voted on the proposal to approved the transaction and the MCAF Stockholders approved the Business Combination Proposal.

China Bridge Capital Limited acted as M&A and financial advisor to CH-AUTO. Weiheng Chen and Jie Zhu of Chen & Associates (in association with Wilson Sonsini Goodrich & Rosati, Professional Corporation), Wilson Sonsini Goodrich & Rosati, P.C., JunHe LLP and Harneys Group acted as legal advisors to CH-AUTO. Mitchell S. Nussbaum of Loeb & Loeb LLP acted as the legal advisor, Advantage Proxy, Inc. acted as information agent and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Mountain Crest. Beijing Haohan Tianyu Investment and Loeb & Loeb LLP acted as due diligence providers to MCAF. Advisory fee will be issuance of 1,250,000 Class A Ordinary Shares to BHTIC in payment for the fee owed by MCAF to it for serving as due diligence consultant.

Ch-Auto Technology Corporation Ltd. completed the acquisition of Mountain Crest Acquisition Corp. IV (NasdaqCM:MCAF) from Karpus Management Inc, Mountain Crest Holdings IV LLC, Linden Capital L.P., Hudson Bay Capital Management LP, Barclays PLC (LSE:BARC) and others in a reverse merger transaction on March 28, 2024. Qun Lu, the founder and CEO of CHAFC, will continue to lead CH Auto, the parent company, as its Chairman, Chief Executive Officer and Chief Financial Officer after closing of the business combination. As a result of the Merger, MCAF?s Common Stock will no longer trade on The Nasdaq Stock Market after March 28, 2024.