Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously reported, pursuant to our stockholders approval at the special
meeting of stockholders held on November17, 2022 (the "Special Meeting"),
Mountain Crest Acquisition Corp III ("Company") (1) filed an amendment to its
Amended and Restated Certificate of Incorporation with the Delaware Secretary of
State on November 17, 2022, giving the Company the right to extend the date by
which it has to complete a business combination to February 20, 2023 and (2)
entered into an amendment to the Investment Management Trust Agreement, dated as
of May 17, 2021, with Continental Stock Transfer & Trust Company, on November
17, 2022 (the "Trust Amendment"). The Trust Amendment provides that the Company
may extend the time it has to complete a business combination to the later of
(1) February 20, 2023 and (2) such later date as provided in the Company's
Amended and Restated Certificate of Incorporation. On November 17, 2022, the
Company extended the time it has to complete its initial business combination
from November 20, 2022, to February 20, 2023 by depositing $250,000 to the trust
account on November 17, 2022.
The $250,000 was loaned to the Company, by ETAO International Group ("ETAO"),
the target company to the Company's proposed business combination. On November
21, 2022, the Company issued an unsecured promissory note in the aggregate
principal amount up to $250,000 (the "Note") to ETAO. Pursuant to the Note, ETAO
loaned the Company an aggregate amount of $250,000 that is due and payable on
the earlier of: (i) the date on which Company consummates an initial business
combination with a target business, or (ii) the date the Company liquidates if a
business combination is not consummated, but no later than June 20, 2023. The
Note does not bear interest. In the event that the Company does not consummate a
business combination, the Note will be forgiven, except to the extent of funds
remaining outside of the Company's trust account, if any. In addition, the Note
may be converted at the closing of a business combination by the Company into
the Company's common stock or ordinary shares, at ETAO's option, at a price of
$10.00 per share of common stock or ordinary share.
The proceeds of the Note have been used by the Company to make a deposit in the
Trust Account to extend the time period for the Company to consummate its
initial business combination from November 20, 2022 to February 20, 2023.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed with this Current Report
on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01. Other Events.
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 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 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 Registration Statement to be filed by MCAE, the final
prospectus of MCAE for its initial public offering, dated May 17, 2021; 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 and/or its
subsidiaries 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 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 Company's stockholders in connection with the
proposed business combination. After the Registration Statement has been filed
and declared effective, MCAE 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 MCAE, the Company and the proposed business combination.
Additionally, MCAE 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 MCAE 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 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 WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE 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. 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.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Form of Promissory Note between the registrant and ETAO International
Group.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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