Item 1.01 Entry into a Material definitive Agreement.
As previously disclosed, on April 30, 2022, MCAF entered into that 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 Merger
Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco ("Merger
Sub") and CH-AUTO TECHNOLOGY CORPORATION LTD., a company organized under the
laws of the People's Republic of China (the "Company"), pursuant to which, among
other things, MCAF, Pubco, Merger Sub and the Company intend to effect a merger
of Merger Sub with and into MCAF whereby MCAF will be the surviving corporation
(the "Surviving Corporation") and a wholly owned subsidiary of Pubco (the
"Merger") in accordance with the Merger Agreement and the General Corporation
Law of the State of Delaware (the "DGCL"). In connection with the Merger, the
name of the Surviving Corporation shall be changed to CH Autotech USA, Inc.
Following the Merger, Pubco expects its ordinary shares to be traded on the
Nasdaq Stock Market. All capitalized terms used herein and not defined shall
have the meanings ascribed to them in the Merger Agreement.
On December 23, 2022, MCAF, Pubco, Merger Sub and the Company entered into an
Amended and Restated Agreement and Plan of Merger (the "A&R Merger Agreement").
Specifically, the A&R Merger Agreement amended and modified the Merger Agreement
to: (a) provide that all options issued by the Company prior to the Business
Combination shall be included in Company Merger Consideration that will be
issued in connection with the closing of the Business Combination, (b) extend
the date by which Pubco shall secure subscription agreements with investors
relating to a purchase of Pubco Class A Ordinary Shares through a private
placement, in each case on terms consented by MCAF, pursuant to which the
aggregate amount of investment is no less than $100,000,000 at the Closing, and
(c) update and conform the terms of the Merger Agreement for the passage of time
and satisfaction of certain conditions to the Closing of the Merger.
The foregoing summary of the A&R Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the actual the A&R
Merger Agreement which is filed with this Current Report on Form 8-K as Exhibit
2.1 and is incorporated herein by reference.
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IMPORTANT NOTICES
Additional Information and Where to Find It
On April 30, 2022, Mountain Crest Acquisition Corp. IV, a Delaware corporation
("MCAF"), entered into that 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
(Pubco"), CH-AUTO Company Merger Sub Corp., a Delware corporation and wholly
owned subsidiary of Pubco ("Company Merger Sub") and CH-AUTO TECHNOLOGY
CORPORATION LTD., a company orgianized under the law of the People's Republic of
China (the "Company"), pursuant to which, among other things, MCAF, Pubco,
Company Merger Sub and the Company intend to effect a merger of Company Merger
Sub with and into MCAF whereby MCAF will be the surviving corporation (the
"Surviving Corporation") and a wholly owned subsidiary of Pubco (the "Merger")
in accordance with the Merger Agreement and the General Corporation Law of the
State of Delaware (the "DGCL"). In connection with the Merger, the name of the
Surviving Corporation shall be changed to CH Autotech USA, Inc. Following the
Merger, Pubco expects its ordinary shares to be traded on The Nasdaq Stock
Market. .In connection with this transaction, Pubco and MCAF will file relevant
materials with the Securities and Exchange Commission (the "SEC"), including the
Registration Statement on Form F-4 and a proxy statement (the "Registration
Statement"). The Registration Statement will include a proxy statement to be
distributed to holders of MCAF's common stock in connection with MCAF's
solicitation of proxies for the vote by MCAF shareholders with respect to the
proposed transaction and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of securities to be
issued to the Company's stockholders in connection with the proposed business
combination. After the Registration Statement has been filed and declared
effective, MCAF will mail a definitive proxy statement, when available, to its
stockholders. Investors and security holders and other interested parties are
urged to read the Registration Statement, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety when they become
available because they will contain important information about MCAF, the
Company and the proposed business combination. Additionally, MCAF will file
other relevant materials with the SEC in connection with the business
combination. Copies of these documents may be obtained free of charge at the
SEC's web site at www.sec.gov. Securityholders of MCAF are urged to read the
Registration Statement and the other relevant materials when they become
available before making any voting decision with respect to the proposed
business combination because they will contain important information. The
Registration Statement and proxy statement, once available, may also be obtained
without charge at the SEC's website at www.sec.gov or by writing to MCAF at 311
West 43rd Street, 12th Floor, New York, NY 10036. INVESTORS AND SECURITY HOLDERS
OF MCAF ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTIONS THAT MCAF WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCAF, THE COMPANY AND THE
TRANSACTIONS.
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934, both as amended. Statements that are not historical facts, including
statements about the pending transactions described above, and the parties'
perspectives and expectations, are forward-looking statements. Such statements
include, but are not limited to, statements regarding the proposed transaction,
including the anticipated initial enterprise value and post-closing equity
value, the benefits of the proposed transaction, integration plans, expected
synergies and revenue opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the expected management
and governance of the combined company, and the expected timing of the
transactions. The words "expect," "believe," "estimate," "intend," "plan" and
similar expressions indicate forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about general
economic, market, industry and operational factors), known or unknown, which
could cause the actual results to vary materially from those indicated or
anticipated.
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The forward-looking statements are based on the current expectations of the
management of MCAF and the Company, as applicable, and are inherently subject to
uncertainties and changes in circumstances and their potential effects and speak
only as of the date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These forward-looking
statements involve a number of risks, uncertainties or other assumptions that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements including: risks
related to the Company's businesses and strategies; the ability to complete the
proposed business combination due to the failure to obtain approval from MCAF's
stockholders or satisfy other closing conditions in the definitive merger
agreement; the amount of any redemptions by existing holders of MCAF's common
stock; the ability to recognize the anticipated benefits of the business
combination; in the final prospectus of Mountain Crest Acquisition Corp. IV for
its initial public offering dated June 29, 2021; and in Mountain Crest
Acquisition Corp. IV's other filings with the SEC. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated or
anticipated by such forward-looking statements. Accordingly, you are cautioned
not to place undue reliance on these forward-looking statements. Forward-looking
statements relate only to the date they were made, and MCAF, the Company and
their subsidiaries undertake no obligation to update forward-looking statements
to reflect events or circumstances after the date they were made except as
required by law or applicable regulation.
Participants in Solicitation
MCAF the Company and their respective directors and executive officers may be
deemed participants in the solicitation of proxies with respect to the proposed
business combination under the rules of the SEC. Securityholders may obtain more
detailed information regarding the names, affiliations, and interests of certain
of MCAF's executive officers and directors in the solicitation by reading MCAF's
Registration Statement and other relevant materials filed with the SEC in
connection with the proposed business combination when they become available.
Information about MCAF's directors and executive officers and their ownership of
MCAF common stock is set forth in MCAF's prospectus related to its initial
public offering dated June 29, 2021, as modified or supplemented by any Form 3
or Form 4 filed with the SEC since the date of that filing. Other information
regarding the interests of MCAF's participants in the proxy solicitation, which
in some cases, may be different than those of their stockholders generally, will
be set forth in the Registration Statement relating to the proposed business
combination when it becomes available. These documents can be obtained free of
charge at the SEC's web site at www.sec.gov.
The Company and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of MCAF in
connection with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their interests in
the proposed business combination will be included in the Registration Statement
for the proposed business combination.
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.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
2.1 Amended and Restated Agreement and Plan of Merger, dated December 23,
2022 by and between Mountain Crest Acquisition Corp. IV, CH Auto
Technology Corporation Ltd., CH Auto, Inc. and CH Auto Merger Sub,
Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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