Mountain Crest Acquisition 6 Corp.
Filed Apr 6, 2026.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Apr 6, 2026
Contents
DILUTION
The difference between the public offering price per ordinary share, assuming no value is attributed to rights included in the units we are offering pursuant to this prospectus or the private placement rights, and the pro forma net tangible book value per ordinary share after this offering, constitutes the dilution to investors in this offering.
The below calculations assume that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or employee share purchase plan, and (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, as further described in this prospectus. The issuance of additional ordinary or preference shares to shareholders of a potential business combination target as consideration could significantly dilute the equity interest of investors in this offering. For example, if we consummate a business combination with a potential business combination target with an agreed upon consideration of $600 million assuming an all-share transaction, the shareholders of the potential business combination target would be issued 60 million shares, which would dilute the interest of our shareholders.
Such calculation does not reflect any dilution associated with the conversion of rights, including the private placement rights, which would cause the actual dilution to the public shareholders to be higher. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of ordinary shares which may be redeemed for cash), by the number of issued and outstanding ordinary shares.
At January 15, 2026, our net tangible book value was $21,950 or approximately $0.01 per ordinary share. After giving effect to the sale of 6,000,000 ordinary shares included in the units we are offering by this prospectus (or 6,900,000 ordinary shares if the underwriters’ over-allotment option is exercised in full), the sale of the private securities and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at January 15, 2026 would have been $(0.16) or $(434,550) per share (or $(0.12) per share if the underwriters’ over-allotment option is exercised in full), representing an immediate increase in net tangible book value (as decreased by the value of approximately 6,000,000 ordinary shares that may be redeemed for cash, or 6,900,000 ordinary shares if the underwriters’ over-allotment option is exercised in full) of $(0.17) per share (or $(0.13) per share if the underwriters’ over-allotment option is exercised in full) to our initial shareholder as of the date of this prospectus and dilution to public shareholders from this offering will be $10.16 per share (or $10.12 if the underwriters’ over-allotment option is exercised in full).
The following tables illustrate the dilution to the public shareholders on a per-share basis, assuming no value is attributed to the rights included in the units or the private placement units:
| No exercise of over-allotment option | No Redemption | 25% of Redemptions | 50% of Redemptions | 75% of Redemptions | Redemptions |
|---|---|---|---|---|---|
| Public offering price (adjusted to exclude the value of the rights) | $10.00 | $10.00 | $10.00 | $10.00 | $10.00 |
| Net tangible book value before this offering | 0.01 | 0.01 | 0.01 | 0.01 | 0.01 |
| Increase attributable to public shareholders and sale of the private placement units | 6.87 | 6.21 | 5.21 | 3.49 | (0.17) |
| Pro forma net tangible book value after this offering | 6.88 | 6.22 | 5.22 | 3.50 | (0.16) |
| Dilution to public shareholders | $3.12 | $3.78 | $4.78 | $6.50 | $10.16 |
| Percentage of dilution to public shareholders | 31.20% | 37.80% | 47.80% | 65.00% | 101.60% |
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| Full exercise of over-allotment option | No Redemption | 25% of Redemptions | 50% of Redemptions | 75% of Redemptions | Redemptions |
|---|---|---|---|---|---|
| Public offering price (adjusted to include the value of the rights) | $10.00 | $10.00 | $10.00 | $10.00 | $10.00 |
| Net tangible book value before this offering | 0.01 | 0.01 | 0.01 | 0.01 | 0.01 |
| Increase attributable to public shareholders and sale of the private placement units | 6.88 | 6.23 | 5.23 | 3.52 | (0.13) |
| Pro forma net tangible book value after this offering | 6.89 | 6.24 | 5.24 | 3.53 | (0.12) |
| Dilution to public shareholders | $3.11 | $3.76 | $4.76 | $6.47 | $10.12 |
| Percentage of dilution to public shareholders | 31.10% | 37.60% | 47.60% | 64.70% | 101.20% |
For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’ over-allotment option) by $60,000,000 because holders of up to 100% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per-share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two days prior to the commencement of our tender offer or shareholders meeting, including interest (which interest shall be net of taxes payable) divided by the number of ordinary shares sold in this offering).
The following table sets forth information with respect to our sponsor and the public shareholders:
| Shares · Total Consideration · Average Price | |||||
|---|---|---|---|---|---|
| Holder of | Purchased | Percentage | Amount | Percentage | per Share |
| Founder shares(1) | 2,571,429 | 27.74% | $25,000 | 0.04% | $0.0097 |
| Private placement shares(2) | 99,000 | 1.07% | 900,000 | 1.48% | $10.00 |
| Public shares(3) | 6,600,000 | 71.19% | 60,000,000 | 98.48% | $10.00 |
| Total | 8,661,429 | 100.00% | $60,925,000 | 100.00% | |
| (1) | Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of an aggregate of 385,714 ordinary shares held by our initial shareholder. |
| (2) | Assumes the issuance of an additional 9,000 shares underlying the private placement rights issued to our sponsor upon the closing of this offering. |
| (3) | Assumes no exercise of the underwriters’ over-allotment option and includes the issuance of an additional 600,000 shares underlying the rights included in the units. |
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The pro forma net tangible book value per share after the offering is calculated as follows:
| No exercise of over-allotment option | No Redemption | 25% of Redemptions | 50% of Redemptions | 75% of Redemptions | Redemptions |
|---|---|---|---|---|---|
| Numerator: | |||||
| Net tangible book value before this offering | $21,950 | $21,950 | $21,950 | $21,950 | $21,950 |
| Net proceeds from this offering and sale of the private placement units, net of expenses | 60,350,000 | 60,350,000 | 60,350,000 | 60,350,000 | 60,350,000 |
| Plus: Offering costs paid in advance, excluded from tangible book value | - | - | - | - | - |
| Less: Deferred underwriting commissions | - | - | - | - | - |
| Less: Sponsor loan | (750,000) | (750,000) | (750,000) | (750,000) | (750,000) |
| Less: Over-allotment liability | (56,500) | (56,500) | (56,500) | (56,500) | (56,500) |
| Less: Proceeds held in trust subject to redemption(2) | - | (15,000,000) | (30,000,000) | (45,000,000) | (60,000,000) |
| $59,565,450 | $44,565,450 | $29,565,450 | $14,565,450 | $(434,550) | |
| Denominator: | |||||
| Ordinary shares issued and outstanding prior to this offering | 2,957,143 | 2,957,143 | 2,957,143 | 2,957,143 | 2,957,143 |
| Ordinary shares forfeited if over-allotment is not exercised | (385,714) | (385,714) | (385,714) | (385,714) | (385,714) |
| Ordinary shares included in the units offered | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 |
| Ordinary shares included in the private placement units | 90,000 | 90,000 | 90,000 | 90,000 | 90,000 |
| Less: Shares subject to redemption | - | (1,500,000) | (3,000,000) | (4,500,000) | (6,000,000) |
| 8,661,429 | 7,161,429 | 5,661,429 | 4,161,429 | 2,661,429 | |
| Full exercise of over-allotment option | No Redemption | 25% of Redemptions | 50% of Redemptions | 75% of Redemptions | Redemptions |
|---|---|---|---|---|---|
| Numerator: | |||||
| Net tangible book value before this offering | $21,950 | $21,950 | $21,950 | $21,950 | $21,950) |
| Net proceeds from this offering and sale of the private placement units, net of expenses | 69,350,000 | 69,350,000 | 69,350,000 | 69,350,000 | 69,350,000 |
| Plus: Offering costs paid in advance, excluded from tangible book value | - | - | - | - | - |
| Less: Deferred underwriting commissions | - | - | - | - | - |
| Less: Sponsor loan | (750,000) | (750,000) | (750,000) | (750,000) | (750,000) |
| Less: Over-allotment liability | - | - | - | - | - |
| Less: Proceeds held in trust subject to redemption | - | (17,250,000) | (34,500,000) | (51,750,000) | (69,000,000) |
| $68,621,950 | $51,371,950 | $34,121,950 | $16,871,950 | $(378,050) | |
| Denominator: | |||||
| Ordinary shares issued and outstanding prior to this offering | 2,957,143 | 2,957,143 | 2,957,143 | 2,957,143 | 2,957,143 |
| Ordinary shares forfeited if over-allotment is not exercised | - | - | - | - | - |
| Ordinary shares included in the units offered | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
| Ordinary shares included in the private placement units | 103,500 | 103,500 | 103,500 | 103,500 | 103,500 |
| Less: Shares subject to redemption | - | (1,725,000) | (3,450,000) | (5,175,000) | (6,900,000) |
| 9,960,643 | 8,235,643 | 6,510,643 | 4,785,643 | 3,060,643 | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.