Item 8.01. Other Events.
Mountain Crest Acquisition Corp. III (the "Company") (Nasdaq: MCAE, MCAEU,
MCAER), a special purpose acquisition company ("SPAC"), hereby reports that the
redemption period in connection with the Company's Special Meeting, scheduled
for February 7, 2023 at 10:30 a.m., seeking stockholder approval of its
previously disclosed proposed business combination with ETAO International Group
closed at 5:00 p.m. on Friday, February 3, 2023. In total the Company received
from stockholders requests to redeem an aggregate amount of 1,511,340 shares of
the Company's common stock. There are 85,366 non-redeemed shares of the
Company's common stock remaining outstanding as of February 3, 2023.
IMPORTANT NOTICES
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.
The forward-looking statements are based on the current expectations of the
management of MCAE and ETAO International Co., Ltd. ("ETAO"), 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 MCAE's stockholders or satisfy other closing conditions in the
definitive merger agreement; the amount of any redemptions by existing holders
of MCAE's common stock; the ability to recognize the anticipated benefits of the
business combination; other risks and uncertainties included under the header
"Risk Factors" in the Form 10-K for the year ended December 31, 2021 filed by
MCAE on March 7, 2022, the final prospectus of MCAE for its initial public
offering, dated May 17, 2021; the definitive proxy statement filed by MCAE on
January 18, 2023, and in MCAE'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 MCAE, 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.
Additional Information and Where to Find It
In connection with the transaction described herein, MCAE and ETAO International
Co., Ltd. ("ETAO") filed relevant materials with the Securities and Exchange
Commission (the "SEC"), including the Registration Statement on Form F-4 filed
by ETAO which includes a proxy statement of MCAE (the "Registration Statement").
The Registration Statement includes a proxy statement that has been distributed
to holders of MCAE's common stock in connection with MCAE's solicitation of
proxies for the vote by MCAE 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
ETAO's stockholders in connection with the proposed business combination. MCAE
has mailed a definitive proxy statementto 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 because will contain important information about
MCAE, ETAO and the proposed business combination. Additionally, MCAE has filed
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 MCAE are urged to read the
Registration Statement and the other relevant materials before making any voting
decision with respect to the proposed business combination because they will
contain important information. The Registration Statement and proxy statement,
may also be obtained without charge at the SEC's website at www.sec.gov or by
writing to MCAE at 311 West 43rd Street, 12th Floor, New York, NY 10036.
INVESTORS AND SECURITY HOLDERS OF MCAE ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT MCAE HAS FILED AND WILL FILE
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCAE, THE
COMPANY AND THE TRANSACTIONS.
Participants in Solicitation
MCAE, 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 MCAE's executive officers and directors in the solicitation by reading MCAE's
Registration Statement and other relevant materials filed with the SEC in
connection with the proposed business combination when they become available.
Information about MCAE's directors and executive officers and their ownership of
MCAE common stock is set forth in MCAE's Form 10-K for the year ended
December 31, 2021, as modified or supplemented by any Form 3 or Form 4 filed
with the SEC since the date of that filing and the definitive proxy statement
filed by MCAE on January 18, 2023. Other information regarding the interests of
MCAE'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 MCAE 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 MCAE 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.
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