MCAFR - CH Auto Technology Corporation Ltd. Completes Business Combination | Benzinga
BEIJING and NEW YORK, March 30, 2024 (GLOBE NEWSWIRE) -- CH Auto Technology Corporation Ltd. ("CHATC"), a company formed under the laws of the Peoples Republic of China ("PRC"), an electric vehicle manufacturing and design service company based in China, and Mountain Crest Acquisition Corp. IV (NASDAQ:MCAF), a Delaware corporation that was a publicly-traded special purpose acquisition company ("MCAF"), today announced that on March 28, 2024, the closing of their business combination transaction occurred, pursuant to an Agreement and Plan of Merger (as amended and restated on December 23, 2022 and further amended on March 1, 2023, the "Merger Agreement") by and among the CHATC, MCAF, CH Auto, Inc., a Cayman Islands exempted company ("CH Auto") and CH-Auto Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of CH Auto ("Merger Sub").
In accordance with the Merger Agreement, among other things, CH Auto became the owner of 71.2184% of the voting rights of CHATC and Merger Sub merged with and into MCAF (the "Merger"), with MCAF being the surviving corporation (the "Business Combination"). Qun Lu, the founder and CEO of CHAFC, will continue to lead CH Auto, the parent company, as its Chairman, CEO and CFO after closing of the Business Combination.
Pursuant to the Merger, (i) each MCAF Unit, comprised of one share of MCAF common stock ("Common Stock") and one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination (the "Rights"), was converted into one share of Common Stock and one Right; (ii) each issued and outstanding share of Common Stock was exchanged for one Class A ordinary share of CH Auto ("CH Auto Ordinary Shares"); and (iii) all the Rights were converted into CH Auto Ordinary Shares on a 10 to 1 basis (i.e. for every 10 Rights one CH Auto Ordinary Share is issued). Following the closing of the Merger, which occurred on March 28, 2024, MCAF is a wholly owned subsidiary of CH Auto.
As a result of the Merger, MCAF's Common Stock will no longer trade on The Nasdaq Stock Market after March 28, 2024.
Following the Business Combination, the securities of CH Auto, including its Class A ordinary shares, will not be listed for trading on any securities exchange. As a PRC company, CH Auto cannot list its securities on an exchange in the United States unless it completes the filing procedure with the Chinese Securities Regulatory Commission ("CSRC"), a PRC government agency. CH Auto has filed an application with the CSRC to complete the filing procedure to list its Class A ordinary shares on an exchange in the United States, and is awaiting a definitive response from CSRC. In the event CH Auto completes the CSRC filing procedure, CH Auto plans to list its securities on The Nasdaq Stock Market. There can be no assurance that CH Auto will receive the necessary approval from CSRC or that its securities will trade on The Nasdaq Stock Market.
While the Merger Agreement provided that the closing of the Business ...