Item 7.01. Regulation FD Disclosure.
Mountain Crest Acquisition Corp. (the "Company") is filing the remarks made by a
Nasdaq executive and Dr. Suying Liu, the Company's Chairman and Chief Executive
Officer, at the Nasdaq Virtual Closing Bell on January 20, 2021 ("Closing Bell
Remarks"), related to the initial public offering of Mountain Crest Acquisition
Corp., II ("MCAD") on the Nasdaq Capital Market. Dr. Liu and the Company's Chief
Financial Officer, Mr. Dong Liu, also serve as the Chief Executive Officer and
Chief Financial Officer of MCAD, respectively.
Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by
reference are the Closing Bell Remarks.
The information in this Item 7.01 is being furnished and shall not be deemed to
be filed for purposes of Section 18 of the Exchange Act , or otherwise be
subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
Important Information and Where To Find It
In connection with the proposed business combination described herein (the
"Business Combination"), Mountain Crest Acquisition Corp. ("MCAC") intends to
file relevant materials with the SEC, which includes the preliminary proxy
statement filed on January 12, 2021 with the SEC, and a definitive proxy
statement on Schedule 14A, when available. Promptly after filing its definitive
proxy statement with the SEC, MCAC will mail the definitive proxy statement and
a proxy card to each stockholder entitled to vote at the special meeting
relating to the Business Combination. INVESTORS AND STOCKHOLDERS OF MCAC ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT MCAC
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MCAC, PEI (AS DEFINED BELOW) AND THE TRANSACTION.
The definitive proxy statement, the preliminary proxy statement and other
relevant materials in connection with the Business Combination (when they become
available), and any other documents filed by MCAC with the SEC, may be obtained
free of charge at the SEC's website (www.sec.gov) or by visiting the investor
relations section of www.mcacquisition.com.
Participants in the Solicitation
MCAC and its directors and executive officers may be deemed participants in the
solicitation of proxies from MCAC's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in MCAC, and additional information regarding the
interests of such participants are included in the preliminary proxy statement
for the proposed Business Combination and is available at www.sec.gov.
Information about MCAC's directors and executive officers and their ownership of
MCAC common stock is set forth in MCAC's prospectus, dated June 4, 2020, and in
the preliminary proxy statement, as modified or supplemented by any Form 3 or
Form 4 filed with the SEC since the date of such filing. Other information
regarding the interests of the participants in the proxy solicitation is
included in the preliminary proxy statement pertaining to the proposed Business
Combination, and will be included in a definitive proxy statement on Schedule
14A, when it becomes available. These documents can be obtained free of charge
from the sources indicated above.
Playboy Enterprises, Inc. ("PEI") and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies from the
stockholders of MCAC 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 is included in
the preliminary proxy statement for the proposed Business Combination, and will
be included in a definitive proxy statement on Schedule 14A, when it becomes
available.
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Forward-Looking Statements
The foregoing script contain certain "forward-looking statements" within the
meaning of "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements can be identified by words such as:
"target," "believe," "expect," "will," "shall," "may," "anticipate," "estimate,"
"would," "positioned," "future," "forecast," "intend," "plan," "project" and
other similar expressions that predict or indicate future events or trends or
that are not statements of historical matters. Examples of forward-looking
statements include, among others, statements made in script regarding the
proposed transactions contemplated by the agreement and plan of merger, dated as
of September 30, 2020, by and among MCAC, PEI, MCAC Merger Sub Inc. and Suying
Liu (as it may be amended and/or restated from time to time, the "Merger
Agreement"), including the benefits of the Business Combination, 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 Business Combination. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based
only on MCAC's and PEI's managements' current beliefs, expectations and
assumptions. Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control. Actual
results and outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause actual results
and outcomes to differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the occurrence of any
event, change, or other circumstances that could give rise to the termination of
the Merger Agreement; (2) the outcome of any legal proceedings that may be
instituted against MCAC and PEI following the announcement of the Merger
Agreement and the transactions contemplated therein; (3) the inability to
complete the proposed Business Combination, including due to failure to obtain
approval of the stockholders of MCAC and PEI, certain regulatory approvals, or
satisfy other conditions to closing in the Merger Agreement; (4) the occurrence
of any event, change, or other circumstance that could give rise to the
termination of the Merger Agreement or could otherwise cause the transaction to
fail to close; (5) the impact of COVID-19 pandemic on PEI's business and/or the
ability of the parties to complete the proposed Business Combination; (6) the
inability to obtain or maintain the listing of MCAC's shares of Common Stock on
Nasdaq following the proposed Business Combination; (7) the risk that the
proposed Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the proposed Business Combination; (8)
the ability to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things, competition, the
ability of PEI to grow and manage growth profitably, and retain its key
employees; (9) costs related to the proposed Business Combination; (10) changes
in applicable laws or regulations; (11) the possibility that MCAC or PEI may be
adversely affected by other economic, business, and/or competitive factors; (12)
risks relating to the uncertainty of the projected financial information with
respect to PEI; (13) risks related to the organic and inorganic growth of PEI's
business and the timing of expected business milestones; (14) the amount of
redemption requests made by MCAC's stockholders; and (15) other risks and
uncertainties indicated from time to time in the final prospectus of MCAC for
its initial public offering dated June 4, 2020 filed with the SEC and the
preliminary proxy statement on Schedule 14A filed on January 12, 2021 relating
to the proposed Business Combination, including those under "Risk Factors"
therein, and in MCAC's other filings with the SEC. MCAC cautions that the
foregoing list of factors is not exclusive. MCAC and PEI caution readers not to
place undue reliance upon any forward-looking statements, which speak only as of
the date made. MCAC and PEI do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its their expectations or any change in
events, conditions, or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Closing Bell Remarks, dated January 20, 2021
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