Statement of Ownership (sc 13g)
February 14 2022 - 5:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment
No. )*
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO §240.13d-2
Mountain
Crest Acquisition Corp. V
(Name
of Issuer)
Common
Stock, par value $0.0001 per Share
(Title
of Class of Securities)
62404B
107
(CUSIP Number)
December
31, 2021
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
|
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1
|
NAME
OF REPORTING PERSON
Mountain
Crest Global Holdings LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING POWER
1,940,800
|
6
|
SHARED VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
1,940,800
|
8
|
SHARED DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,940,800
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.50%
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Suying
Liu
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
5
|
SOLE VOTING POWER
1,940,800
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE POWER
1,940,800
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,940,800
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.50%
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
Item
1.
|
(a)
|
Name
of Issuer:
|
Mountain
Crest Acquisition Corp. V, a corporation organized under the laws of the State of Delaware (the “Company”)
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
311 West 43rd Street, 12th Floor, New York, NY 10036.
|
Item
2.
|
(a)
|
Name
of Person Filing:
|
Mountain
Crest Global Holdings LLC and Suying Liu. Suying Liu is the sole manager of Mountain Crest Global Holdings LLC.
|
|
(b)
|
Address of Principal Business Office or if none, Residence:
|
|
The
address for this entity and individual is:
c/o
Suying Liu
311
West 43rd Street, 12th Floor
New
York, NY 10036
|
(c)
|
Citizenship:
|
Mountain
Crest Global Holdings LLC – Delaware
Suying
Liu – China
|
|
(d)
|
Title of Class of Securities:
|
Common Stock, par value $0.0001 per share
|
|
(e)
|
CUSIP Number:
|
62404B 107
|
|
(a)
|
Amount Beneficially Owned:
1,940,800
|
Mountain
Crest Global Holdings LLC and Suying Liu beneficially own 1,940,800 shares of Common Stock. This accounts for 21.50% of the 9,025,900
shares of Common Stock outstanding as of December 23, 2021, as disclosed in the Company’s Form 10-Q filed with the SEC on December
23, 2021. Such amount does not include rights convertible into 22,300 shares of Common Stock at the closing of the Company’s initial
business combination.
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
sole power
to vote or to direct the vote:
|
Mountain
Crest Global Holdings LLC – 1,940,800 shares
Suying
Liu - 1,940,800 shares
|
(ii)
|
shared
power to vote or to direct the vote:
|
Mountain
Crest Global Holdings LLC – 0 shares
Suying
Liu - 0 shares
|
(iii)
|
sole power
to dispose or to direct the disposition of:
|
Mountain
Crest Global Holdings LLC – 1,940,800 shares
Suying
Liu - 1,940,800 shares
|
(iv)
|
shared
power to dispose or to direct the disposition of:
|
Mountain
Crest Global Holdings LLC – 0 shares
Suying
Liu - 0 shares
|
Item 5.
|
Ownership
of Five Percent or Less of a Class:
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ]. Not Applicable
|
|
Item 6.
|
Ownership of More than Five
Percent on Behalf of Another Person: Not Applicable
|
|
Item 7.
|
Identification and Classification
of Subsidiary Which Acquired the Securities: Not Applicable
|
|
Item 8.
|
Identification
and Classification of Members of the Group: Not Applicable
|
|
Item 9.
|
Notice
of Dissolution of Group: Not Applicable
|
|
Item 10.
|
Certifications: Not Applicable
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
February
14, 2022
|
MOUNTAIN CREST GLOBAL HOLDINGS LLC
|
|
|
|
|
By:
|
/s/ Suying Liu
|
|
|
Name:
|
Suing Liu
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
/s/ Suying Liu
|
|
|
Suying Liu
|
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