Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on October 30, 2023, Mountain Crest Acquisition Corp. V (the "Company") issued a non-interest bearing, unsecured promissory note in the aggregate principal amount of up to $400,000 (the "2023 Note") to Mountain Crest Global Holdings LLC, a Delaware limited liability company and the Company's sponsor (the "Sponsor"). On April 3, 2024, the Company issued a non-interest bearing, unsecured promissory note in the aggregate principal amount of up to $300,000 (the "2024 Note," and together with the 2023 Note, the "Notes") to the Sponsor.

As of April 15, 2024, the principal amount outstanding under the 2023 Note is $390,000 and the principal amount outstanding under the 2024 Note is $210,000. Collectively the principal amount outstanding under the Notes is $600,000 (the "Principal Amount due under the Notes").

On April 19, 2024, as approved by the Company's audit committee, the Company entered into a note conversion agreement (the "Note Conversion Agreement") with the Sponsor, to convert the Principal Amount due under the Notes into 150,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). Accordingly, the Company satisfied the Notes in exchange for the issuance of 150,000 shares of Common Stock.

Pursuant to the Note Conversion Agreement, the Sponsor has (i) one demand registration of the sale of such shares at the Company's expense, and (ii) unlimited "piggyback" registration rights, both for a period of five (5) years after the closing of the Company's initial business combination at the Company's expense.

The foregoing descriptions of the Note Conversion Agreement do not purport to be complete and are qualified in their entirety by reference to the Note Conversion Agreement, which filed as Exhibits 10.1, to this Current Report on Form 8-K, and which are incorporated herein by reference.