Business Combination Agreements - The Company entered into a Business Combination Agreement with AUM Biosciences Pte. Ltd. on October 19, 2022, which was later terminated on June 8, 2023[185][186]. - The Company issued a non-binding term sheet for a proposed business combination with CUBEBIO Co., Ltd. on May 2, 2024[195]. - The Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd. on August 29, 2024, which includes a SPAC Merger and a Share Swap[206]. - The Business Combination is expected to close no later than May 15, 2025, or by the deadline for the initial business combination under its Governing Documents[209]. Financial Performance - As of March 31, 2025, the Company reported a net loss of $181,378, with operating costs of $191,225 and interest income of $12,119 from investments[213]. - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of the Business Combination[212]. Trust Account and Capital - The Company generated gross proceeds of $60,000,000 from its Initial Public Offering of 6,000,000 Units at $10.00 per Unit[214]. - Following the IPO, a total of $69,000,000 was placed in the Trust Account after the full exercise of the underwriters' over-allotment option[216]. - The Company intends to use substantially all funds in the Trust Account to complete the Business Combination and for working capital of the target business[220]. Promissory Notes and Financing - The Company issued an unsecured promissory note of up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[188]. - The Company issued an unsecured promissory note of up to $500,000 to the Sponsor on August 14, 2024, with an outstanding amount of $390,000 as of March 31, 2025[199]. - The Company issued a non-interest bearing promissory note of $300,000 to the Sponsor, which was converted into 75,000 shares of Common Stock[222]. - The Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 on April 3, 2024, with no interest, to be used for working capital purposes[226]. - The Company issued another unsecured promissory note for up to $500,000 on August 14, 2024, with $390,000 outstanding as of March 31, 2025[230]. Compliance and Regulatory Matters - The Company received approval from Nasdaq to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market, effective October 27, 2023[187]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[197]. - The Company has successfully regained compliance with Nasdaq Listing Rule after filing the necessary reports[200][201][202]. - The Company received a notice from Nasdaq on November 14, 2024, regarding non-compliance with IM-5101-2, leading to delisting of its securities[204]. Extensions and Deadlines - The Company extended the Combination Period to February 16, 2024, by depositing $51,932 into its trust account[190]. - The Company has extended the Combination Period multiple times, with the latest extension to November 16, 2024[196]. - The Company extended the time to complete its initial Business Combination to November 16, 2025, by depositing $51,932 into its trust account on specified dates[232]. Other Financial Information - As of March 31, 2025, the Company had cash of $27,943 held outside the Trust Account for general working capital purposes[221]. - The Company has no off-balance sheet financing arrangements as of March 31, 2025[233]. - The Company has no long-term debt or capital lease obligations, with a monthly payment agreement of up to $10,000 for office-related expenses[234]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the Company completes a Business Combination[235]. - As of March 31, 2025, the Company did not have any dilutive securities, making diluted income (loss) per share the same as basic income (loss) per share[239]. - The Company does not expect the adoption of recently issued accounting standards to have a material impact on its financial statements[244].

Business Combinations - The Company entered into a Business Combination Agreement with AUM Biosciences Pte. Ltd. on October 19, 2022, which was later terminated on June 8, 2023[164][165]. - The Company has been actively pursuing business combinations but has faced challenges in completing them successfully[162]. - The Company has extended its Combination Period multiple times, indicating ongoing efforts to find suitable acquisition targets[176]. - The Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd. on August 29, 2024, involving a SPAC Merger and a Share Swap, with the expectation that the PubCo Ordinary Shares will be listed on Nasdaq[184]. - The SPAC Merger will convert each SPAC Share into one PubCo Ordinary Share at the Merger Effective Time[185]. - The Business Combination is expected to close no later than May 15, 2025, with provisions for a potential extension[188]. - The Company extended the deadline to complete its initial Business Combination to November 16, 2025, by depositing $51,932 on three separate occasions[217]. Financial Performance - For the three months ended September 30, 2024, the Company reported a net loss of $130,870, with operating costs of $202,182 and interest income of $76,529[192]. - For the nine months ended September 30, 2024, the net loss was $220,998, with general and administrative expenses of $431,169 and interest income of $225,179[194]. - As of September 30, 2024, the Company had marketable securities in the Trust Account totaling $5,994,370, including $512,880 of interest income[202]. - The Company intends to use funds in the Trust Account primarily to complete the Business Combination and for working capital for the target business[203]. - As of September 30, 2024, the Company had cash of $46,054 held outside the Trust Account for general working capital purposes[204]. Financing Activities - The Company issued an unsecured promissory note of up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[167]. - The Company issued an unsecured promissory note of up to $500,000 to the Sponsor on August 14, 2024, with $300,000 drawn as of the filing date[179]. - The Company issued a non-interest bearing promissory note of $300,000 to the Sponsor, which was converted into 75,000 shares of Common Stock[205]. - The Company issued an unsecured promissory note of up to $300,000 on April 3, 2024, with no interest, due upon business combination or liquidation[210]. - The Company issued an additional unsecured promissory note of up to $300,000 on April 30, 2024, with $300,000 outstanding as of September 30, 2024[212]. - An unsecured promissory note of up to $500,000 was issued on August 14, 2024, with $150,000 outstanding as of September 30, 2024[214]. - The Company borrowed an additional $92,000 and $58,000 under the August 2024 Note, totaling $300,000 drawn from this note as of the filing date[215]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the Company completes a Business Combination[221]. Compliance and Listing - The Company received approval from Nasdaq to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market, effective October 27, 2023[166]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[177]. - As of September 30, 2024, the Company did not have any dilutive securities, resulting in diluted loss per share being the same as basic loss per share[225]. Operational Status - The Company held an annual meeting on November 8, 2024, where 418,217 shares were tendered for redemption[183]. - The Company has no off-balance sheet financing arrangements as of September 30, 2024[219]. - The Company has no long-term debt or capital lease obligations, with a monthly payment agreement of up to $10,000 for office-related expenses[220].

Business Combination Agreements - The Company entered into a Business Combination Agreement with AUM Biosciences Pte. Ltd. on October 19, 2022, which was later terminated on June 8, 2023[145][146]. - The Company entered into a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[155]. - The Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd., involving a SPAC Merger and a Share Swap, with an expected closing date no later than May 15, 2025[159][162]. - The Company has extended the Combination Period multiple times, indicating ongoing efforts to finalize a Business Combination[149][155]. - The Company extended the deadline to complete its initial Business Combination to November 16, 2024, by depositing $51,932 on three separate occasions[186]. - If a Business Combination is not consummated by November 16, 2024, a mandatory liquidation will occur, raising substantial doubt about the Company's ability to continue as a going concern[187]. Financial Performance - As of June 30, 2024, the Company reported a net loss of $90,128, with operating costs of $228,987 and interest income of $148,650 from investments held in the Trust Account[167][172]. - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of the Business Combination[166]. - The Company incurred transaction costs of $5,090,361 related to its Initial Public Offering, including underwriting fees and other offering costs[171]. Trust Account and Cash Management - As of June 30, 2024, the Trust Account held marketable securities valued at $5,865,909, including $436,351 of interest income[172]. - The Company intends to use substantially all funds in the Trust Account to complete the Business Combination, with remaining proceeds allocated for working capital and growth strategies[173]. - The Company has a cash balance of $21,087 held outside the Trust Account for general working capital purposes as of June 30, 2024[174]. - A non-interest bearing promissory note of $300,000 was issued to the Sponsor, convertible into 75,000 shares of Common Stock upon the consummation of the Business Combination[175][178]. - The Company issued an unsecured promissory note of up to $300,000 on April 3, 2024, with no interest, to be repaid upon business combination or liquidation[180]. - As of June 30, 2024, there was $250,000 outstanding under the April 2024 Note, and $0 under the previous Notes[181]. Compliance and Regulatory Matters - The Company received approval from Nasdaq to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market, effective October 27, 2023[147]. - The Company is working to regain compliance with Nasdaq's listing rules after delays in filing its Annual Report and Quarterly Report[157]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[150][156]. Securities and Debt - The Company has no off-balance sheet financing arrangements as of June 30, 2024, and does not participate in transactions with unconsolidated entities[188]. - The Company has no long-term debt or capital lease obligations, with a total of $10,000 per month payable for office-related expenses[189]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if a Business Combination is completed[189]. - As of June 30, 2024, the Company did not have any dilutive securities, resulting in diluted loss per share being the same as basic loss per share[193]. Accounting Standards - The Company adopted ASU 2020-06 on January 1, 2023, which did not materially impact its financial statements[194]. - Management does not anticipate that recently issued accounting standards will have a material effect on the Company's financial statements[195].

Business Combination Agreements - The Company entered into a Business Combination Agreement with AUM Biosciences Pte. Ltd. on October 19, 2022, which was later terminated on June 8, 2023[145][146]. - On August 29, 2024, the Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd., involving a merger and share swap[160]. - The Combination Period for completing a Business Combination was extended from November 16, 2023, to February 16, 2024, with a deposit of $51,932 into the trust account[149]. - The Company has until November 16, 2024, to consummate a Business Combination, with a potential extension requiring deposits of $51,932 for each three-month extension[181][182]. Financial Performance - The Company reported a net loss of $25,537 for the three months ended March 31, 2024, compared to a net loss of $43,336 for the same period in 2023, reflecting a decrease of approximately 41.0%[168][169]. - As of March 31, 2024, the company reported a net loss per common share, with a total loss allocable to public redeemable shares at 16% and non-redeemable shares at 84%[187]. - The company did not have any dilutive securities as of March 31, 2024, resulting in diluted loss per share being the same as basic loss per share[188]. Capital and Funding - The Company issued an unsecured promissory note of up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[148]. - The Company issued an unsecured promissory note of up to $500,000 to the Sponsor on August 14, 2024, for working capital purposes[159]. - The Company converted promissory notes into 150,000 shares of common stock on April 19, 2024, as part of a note conversion agreement with the Sponsor[153]. - The Company issued a non-interest bearing promissory note of $300,000 to the Sponsor, which was converted into 75,000 shares of Common Stock[176]. - As of March 31, 2024, the Company had outstanding amounts of $390,000 under a new unsecured promissory note issued to the Sponsor[178]. Compliance and Regulatory Matters - On October 23, 2023, the Company received approval to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market, effective October 27, 2023[147]. - The Company has delayed filing its Annual Report on Form 10-K and Quarterly Report on Form 10-Q, receiving a notice from Nasdaq regarding non-compliance with listing rules[157]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[150][156]. Assets and Liabilities - As of March 31, 2024, the Company had cash of $23,813 held outside the Trust Account for general working capital purposes[175]. - The Trust Account held marketable securities of $5,738,912 as of March 31, 2024, including $361,286 of interest income[174]. - The Company incurred transaction costs of $5,090,361 related to its Initial Public Offering, which included $1,380,000 in underwriting fees[173]. - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[183][184]. Revenue Generation - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[168]. Accounting Standards - The company is currently assessing the impact of ASU 2020-06, effective January 1, 2022, which simplifies accounting for certain financial instruments and introduces new disclosures for convertible debt[189]. - Management does not believe that the adoption of ASU 2023-09, effective for fiscal years beginning after December 15, 2024, will have a material impact on its consolidated financial statements[190].

Financial Position - As of December 31, 2023, the trust account held a total of $5,613,395, including $5,325,694 from the IPO and $287,701 from interest income[118]. - As of December 31, 2023, the Trust Account held marketable securities totaling $5,613,395, including $287,701 of interest income[143]. - Cash held outside the Trust Account for general working capital purposes amounted to $16,089 as of December 31, 2023[145]. - The Company has no off-balance sheet financing arrangements as of December 31, 2023[152]. IPO and Transaction Costs - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit[140]. - The company incurred transaction costs of $5,090,361 related to the IPO, including $1,380,000 in underwriting fees[141]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if a Business Combination is completed[153]. Business Combination and Compliance - The company received a notice from Nasdaq on December 13, 2023, regarding non-compliance with the $35,000,000 market value of listed securities requirement[119]. - The company regained compliance with the Nasdaq MVLS Rule on June 5, 2024, after maintaining a market value of $35,000,000 or greater for 10 consecutive business days[120]. - The company extended the Combination Period from November 16, 2023, to February 16, 2024, by depositing $51,932 into its trust account[130]. - The Company extended the deadline to complete its initial Business Combination from February 16, 2024, to May 16, 2024, by depositing $51,932 into the Trust Account[149]. - If a Business Combination is not completed by November 16, 2024, a mandatory liquidation will occur, raising substantial doubt about the Company's ability to continue as a going concern[150]. - The company entered into a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[136]. Financial Performance - For the year ended December 31, 2023, the company reported a net loss of $2,251,116, with operating costs of $2,654,975 and interest income of $510,728[138]. - The Company has withdrawn $129,288 of interest earned from the Trust Account for tax payments and $14,692,409 for redemptions[143]. - The Company does not have any dilutive securities as of December 31, 2023, resulting in diluted loss per share being the same as basic loss per share[156]. Debt and Notes - The company issued an unsecured promissory note of up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[129]. - A non-interest bearing promissory note of $300,000 was issued to the Sponsor, which can be converted into 75,000 shares of Common Stock[146]. - As of December 31, 2023, there was an outstanding balance of $52,877 on a promissory note with UHY Advisors, with $5,587 of interest accrued[147]. Revenue Generation - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[138].

Core Viewpoint - Mountain Crest Acquisition Corp. V has received a deficiency notification from Nasdaq due to its failure to timely file its Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which are required under Nasdaq Listing Rule 5250(c)(1) [1][2]. Group 1: Compliance Issues - The Company failed to file its Form 10-K for the year ended December 31, 2023, and its Form 10-Q for the quarter ended March 31, 2024, leading to the deficiency notification [1]. - The Company has until September 2, 2024, to submit a plan to regain compliance with Nasdaq's listing rules, with the possibility of an extension of up to 180 days if the plan is accepted [1][3]. Group 2: Company Intentions - The Company intends to file the required reports or submit a compliance plan to Nasdaq as soon as practicable, with a commitment to submit the plan before the September 2 deadline [3]. - There are no assurances regarding the timing of the filings, but the Company is working diligently to complete and file the necessary documents [3]. Group 3: Company Overview - Mountain Crest Acquisition Corp. V is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [4].

NEW YORK, USA and SEOUL, Korea, May 02, 2024 (GLOBE NEWSWIRE) -- Mountain Crest Acquisition Corp. V, a Delaware corporation ("Mountain Crest V"), that is a Nasdaq-listed (NASDAQ:MCAG) special purpose acquisition company ("SPAC"), and CUBEBIO Co., Ltd., a Korea-based company ("CUBEBIO"), which has an innovative technology that diagnoses cancer at an early stage using urine, today announced that the parties entered into a non-binding term sheet on April 26, 2024 for a proposed business combination through whi ...

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $1,932,911, with general and administrative expenses of $1,988,611 and interest earned on investments held in the Trust Account of $71,564[151]. - For the nine months ended September 30, 2023, the company had a net loss of $2,182,359, consisting of general and administrative expenses of $2,529,190 and interest earned on investments held in the Trust Account of $437,409[153]. - As of September 30, 2023, the company reported a split in net (loss) income allocation with 19% for Public Shares and 81% for non-redeemable shares for the three months ended, and 36% for Public Shares and 64% for non-redeemable shares for the nine months ended[174]. - The company did not have any dilutive securities as of September 30, 2023, resulting in diluted (loss) income per share being the same as basic (loss) income per share[175]. Trust Account and Securities - As of September 30, 2023, the company had marketable securities held in the Trust Account amounting to $5,488,143, including $214,382 of interest income[160]. - As of September 30, 2023, the company had cash of $11,334 held outside the Trust Account for general working capital purposes[162]. - The company has no off-balance sheet arrangements or long-term debt obligations as of September 30, 2023[169]. Business Combination and IPO - The company completed its Initial Public Offering on November 16, 2021, raising gross proceeds of $60,000,000 from the sale of 6,000,000 Units[155]. - The company extended the period to complete a Business Combination from November 16, 2023, to February 16, 2024, by depositing $51,932 into its trust account[148]. - The company has until November 16, 2024, to consummate a Business Combination, with a mandatory liquidation if not completed by that date[168]. - The company issued an unsecured promissory note to the Sponsor for up to $400,000, which is due upon the consummation of an initial Business Combination or liquidation[146]. - The company incurred transaction costs of $5,090,361 related to its Initial Public Offering, including $1,380,000 in underwriting fees[157]. Accounting Standards - The company is currently assessing the impact of ASU 2020-06, effective January 1, 2022, which simplifies accounting for certain financial instruments and introduces additional disclosures for convertible debt[176]. - Management believes that recently issued accounting standards, if adopted, would not have a material effect on the condensed financial statements[177].

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $206,112, with general and administrative expenses of $322,349 and interest earned on investments held in the Trust Account amounting to $148,448 [156]. - For the six months ended June 30, 2023, the company had a net loss of $249,448, consisting of general and administrative expenses of $540,579 and interest earned on investments held in the Trust Account of $365,845 [158]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company [155]. Assets and Securities - As of June 30, 2023, the company had marketable securities held in the Trust Account totaling $5,542,002, which includes $506,670 of interest income [165]. - As of June 30, 2023, the company had cash of $96,449 held outside the Trust Account for general working capital purposes [167]. - The company has invested IPO proceeds in U.S. government treasury obligations or money market funds, minimizing exposure to interest rate risk [182]. Initial Public Offering (IPO) - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit [160]. - The company incurred transaction costs of $5,090,361 related to the Initial Public Offering, which included $1,380,000 in underwriting fees [162]. - The underwriters are entitled to a deferred fee of $0.30 per unit, totaling $2,070,000, payable only if a Business Combination is completed [175]. Business Combination and Compliance - The company extended its Combination Period from May 16, 2023, to February 16, 2024, following stockholder approval on May 12, 2023 [148]. - On June 8, 2023, the company received a termination notice from AUM, which ended the Business Combination Agreement [144]. - The company submitted a plan to Nasdaq on June 30, 2023, to regain compliance with the publicly held shares requirement [151]. - The company has until February 16, 2024, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed [172]. Debt and Obligations - The company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, due upon consummation of an initial business combination [168]. - As of June 30, 2023, there was $102,877 outstanding under a promissory note with UHY Advisors, with an interest rate of 8% per year [169]. - The company has no long-term debt or capital lease obligations, with a monthly payment agreement of up to $10,000 for office-related expenses [174]. Other Financial Information - The company has no off-balance sheet arrangements as of June 30, 2023, and does not participate in transactions that create relationships with unconsolidated entities [173]. - The company does not have any dilutive securities as of June 30, 2023, resulting in diluted loss per share being the same as basic loss per share [179].

Financial Performance - The Company reported a net loss of $43,336 for the three months ended March 31, 2023, compared to a net loss of $121,880 for the same period in 2022[156]. - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[155]. - For the three months ended March 31, 2023, cash used in operating activities was $187,740, with changes in operating assets and liabilities providing $72,993 of cash[160]. - As of March 31, 2023, the company did not have any dilutive securities, resulting in diluted income (loss) per share being the same as basic income (loss) per share[176]. Trust Account and Funds - As of March 31, 2023, the Company had marketable securities held in the Trust Account amounting to $20,038,974, including $397,894 of interest income[162]. - Following the underwriters' full exercise of their over-allotment option, the total proceeds held in the Trust Account increased to $69,000,000[159]. - The Company intends to use substantially all funds held in the Trust Account to complete its Business Combination[163]. - Stockholders holding 1,405,134 shares exercised their right to redeem shares for a pro rata portion of the funds in the Trust Account during the extension of the Business Combination Period[150]. Business Combination - The Business Combination Agreement with AUM Biosciences Pte. Ltd. was signed on October 19, 2022, with subsequent amendments extending the closing date to February 16, 2024[143][150]. - The company extended the time to complete its initial business combination from May 16, 2023, to February 16, 2024[168]. - If a business combination is not consummated by February 16, 2024, there will be a mandatory liquidation and subsequent dissolution[169]. Costs and Liabilities - The Company incurred transaction costs of $5,090,361 related to the Initial Public Offering, including $1,380,000 in underwriting fees[159]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the company completes a business combination[172]. - The company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, due upon consummation of an initial business combination[165]. - As of March 31, 2023, there was $102,877 outstanding under a promissory note for services rendered, with a principal sum of $108,001.90[166]. Cash and Debt - As of March 31, 2023, the company had cash of $122,523 held outside the Trust Account for general working capital purposes[164]. - The company has no off-balance sheet arrangements as of March 31, 2023[170]. - The company does not have any long-term debt or capital lease obligations, with a monthly payment agreement of up to $10,000 for office-related expenses[171]. Risk Factors - The company was not subject to any market or interest rate risk as of March 31, 2023, with investments in U.S. government treasury obligations[180].