UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | N/A | |||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: +
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Capital Market LLC | ||||
| The Capital Market LLC | ||||
| The Capital Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On April 29, 2026, the registration statement (File No. 333-294891) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Mountain Crest Acquisition 6 Corp. (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
| ● | Underwriting Agreement, dated April 29, 2026, by and between the Company and D. Boral Capital LLC; | |
| ● | Rights Agreement, dated April 29, 2026, by and between the Company and Continental Stock Transfer & Trust Company; | |
| ● | Letter Agreement, dated April 29, 2026, by and between the Company’s officers, directors, D. Boral Capital LLC and Mountain Crest Holdings 6 LLC; | |
| ● | Investment Management Trust Agreement, dated April 29, 2026, by and between Continental Stock Transfer & Trust Company and the Company; | |
| ● | Registration Rights Agreement, dated April 29, 2026, by and among the Company and certain securityholders of the Company; | |
| ● | Private Placement Unit Purchase Agreement, dated April 29, 2026, by and between the Company, Mountain Crest Holdings 6 LLC and D. Boral Capital LLC; | |
| ● | Indemnity Agreement, dated April 29, 2026, by and between the Company’s sponsor, officers and directors and the Company; and | |
| ● | Administrative Service Agreement, dated April 29, 2026, by and between the Company and Mountain Crest Holdings 6 LLC. |
On May 1, 2026, the Company consummated the IPO of 6,000,000 units (the “Units”). Each Unit consists of one ordinary share (“Ordinary Share”) and one right (“Right”) to receive one-fourth of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000.
As of May 1, 2026, a total of $60,000,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of May 1, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) with Mountain Crest Holdings 6 LLC, the Company’s sponsor (the “Sponsor”), and D. Boral Capital LLC (“D. Boral”), pursuant to which the Sponsor purchased an aggregate of 90,000 private units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $900,000. On April 29, 2026, the Company elected to satisfy a portion of the underwriting fee owed to D. Boral by issuing 65,000 Private Placement Units at a price of $10.00 per unit. No discounts or commissions were paid in connection with the sale of the Private Placement Units.
The Private Units are identical to the Units sold in the IPO. Additionally, the Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
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Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On April 29, 2026, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association, as described in the Registration Statement, with the Registry of Corporate Affairs of British Virgin Islands.
Item 8.01. Other Events.
On April 29, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On May 1, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 5, 2026 | ||
| Mountain Crest Acquisition 6 Corp. | ||
| By: | /s/ Suying Liu | |
| Name: | Suying Liu | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
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