Mountain Crest Acquisition Corp. V(MCAGU)

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Mountain Crest Acquisition Corp. V(MCAGU) - 2025 Q1 - Quarterly Report
2025-05-22 20:45
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 with CUBEBIO Co., Ltd. for a proposed business combination 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]. Financial Performance - The Company reported a net loss of $181,378 for the three months ended March 31, 2025, compared to a net loss of $25,537 for the same period in 2024[213]. - 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]. - The Company incurred transaction costs of $5,090,361 related to its Initial Public Offering, including $1,380,000 in underwriting fees[216]. 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[187]. - The Company has successfully regained compliance with Nasdaq Listing Rule after timely filing its Form 10-K and Form 10-Q[200][201]. - The Company did not complete its initial business combination by November 12, 2024, resulting in delisting from Nasdaq[204]. Trust Account and Cash Management - As of March 31, 2025, the Company had marketable securities in the Trust Account totaling $1,169,431, including $102,268 of interest income[219]. - 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]. Promissory Notes and Debt - 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 of up to $300,000 on April 3, 2024, with no interest, due upon business combination or liquidation[226]. - As of March 31, 2025, there was $300,000 outstanding under the April 2024 Note issued on April 30, 2024[229]. - The August 2024 Note issued on August 14, 2024, has an outstanding amount of $390,000 as of March 31, 2025[230]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if a Business Combination is completed[235]. 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 deadline to complete its initial Business Combination to November 16, 2025, by depositing $51,932 on specified dates[232]. Other Financial Information - The Company has no long-term debt or capital lease obligations, with a monthly payment of up to $10,000 for office-related expenses[234]. - 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].
Mountain Crest Acquisition Corp. V(MCAGU) - 2024 Q4 - Annual Report
2025-04-01 20:32
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[19][21]. - The Company plans to enter a business combination with CUBEBIO Co., Ltd., as announced on May 2, 2024[42]. - A non-binding term sheet was entered into with CUBEBIO Co., Ltd. for a proposed business combination, aiming for CUBEBIO to become a public company listed on Nasdaq[150]. - The Company entered into a Business Combination Agreement with CUBEBIO, with a closing expected no later than May 15, 2025[160][163]. - The Company completed a business combination with CH Auto, with the surviving entity expected to trade on Nasdaq[56]. Nasdaq Compliance and Listing - The Company received a notice from Nasdaq on April 3, 2023, indicating it failed to meet the $50,000,000 market value of listed securities requirement for continued listing[23]. - The Company submitted a plan to Nasdaq to regain compliance with the publicly held shares requirement by July 3, 2023, which was accepted on July 18, 2023[26][29]. - On October 23, 2023, the Company received approval to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market[35]. - The Company has regained compliance with Nasdaq's continued listing standards, including the $35,000,000 market value of listed securities standard[37]. - The Company received a notification from Nasdaq confirming compliance with the Minimum Value of Listed Securities (MVLS) Rule, with a market value of $35,000,000 or greater for 10 consecutive business days[44]. - The Company was notified by Nasdaq of delinquency in filing Form 10-K and Form 10-Q, with a compliance plan due by September 2, 2024[45]. - The Company regained compliance with Nasdaq Listing Rule after filing the Form 10-K for the year ended December 31, 2023[47]. - The Company received a notice from Nasdaq on December 13, 2023, indicating it failed to meet the $35 million market value of listed securities requirement[131]. - The Company regained compliance with Nasdaq's MVLS Rule on June 5, 2024, after meeting the $35 million requirement for ten consecutive business days[133]. Financial Performance and Proceeds - The Company completed its IPO on November 16, 2021, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[126]. - A total of $69 million of net proceeds from the IPO and private placements were placed in a trust account for the benefit of public shareholders[128]. - The Company reported a net loss of $374,454 for the year ended December 31, 2024, primarily due to general and administrative expenses of $618,486[167]. - 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 from investments held in the Trust Account[168]. - The Company generated non-operating income of $265,306 from interest on marketable securities held in the Trust Account[166]. Shareholder Actions and Rights - The Company held an annual meeting where 418,217 shares were tendered for redemption[50]. - Stockholders will have the opportunity to convert their shares for a pro rata portion of the amount in the trust account, initially set at $10.00 per share, plus any interest earned[84]. - If stockholder approval is required, the company will distribute proxy materials and provide stockholders with conversion rights upon completion of the initial business combination[78]. - Public stockholders are restricted from seeking conversion rights for 20% or more of the shares sold in the IPO to prevent manipulation of the vote[85]. - If stockholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn[77]. - The company will provide at least 10 days' notice for any stockholder meeting to exercise conversion rights[87]. - If the initial business combination is not completed, public stockholders who elected to convert their shares will not be entitled to a pro rata share of the trust account[93]. - The company will cease all operations and redeem 100% of outstanding public shares if a business combination is not completed by November 16, 2025[94]. - In the event of liquidation, public stockholders may receive less than approximately $10.00 per share due to potential claims from creditors[97]. - The insiders have agreed to cover liquidation costs, currently anticipated to be no more than approximately $15,000[98]. Internal Controls and Compliance - Management identified material weaknesses in internal controls during the audit of the Form 10-K for the year ended December 31, 2023, related to improper classification of investments and errors in earnings per share[205]. - A material weakness was also identified during the review of the Form 10-Q for the period ended March 31, 2024, due to the inability to timely file the Annual Report on Form 10-K[206]. - Management has implemented remediation steps to improve internal control over financial reporting, including enhancing the review process for complex securities and material agreements[210]. - As of December 31, 2024, management assessed that effective internal control over financial reporting was maintained[209]. Future Plans and Strategy - The company aims to identify and acquire businesses with untapped opportunities for building a public company, leveraging management and directors' experiences[62]. - The focus for initial business combinations will be on private companies in North America and Asia Pacific (excluding China) with positive operating cash flow or compelling economics[63]. - The company intends to evaluate target businesses based on criteria such as competitive advantages, strong management, and readiness for public markets[64]. - The company anticipates that the fair market value of the target business must be at least $53,544,000 to satisfy the 80% test for the initial business combination[69]. - The company plans to structure the initial business combination to acquire 100% of the equity interests or assets of the target business[70]. - The company expects to create synergies by bridging high-quality North American production with extensive Asian consumer demand[63]. - The company intends to remain an "emerging growth company" until it has total annual gross revenue of at least $1.07 billion or the market value of its common stock held by non-affiliates exceeds $700 million[73]. - The company may complete its initial business combination through various structures, including mergers and asset acquisitions, with stockholder approval required under certain conditions[75]. - Insiders have agreed to vote in favor of any proposed business combination and will not convert their shares for cash[81]. - The company anticipates that the initial business combination could be completed by August 16, 2024, if suitable targets are not found[80]. Financial Instruments and Liabilities - The Company converted $1,800,000 of vendor liabilities into 450,000 shares of Common Stock at a conversion price of $4.00 per share[32]. - The Company issued a non-interest bearing promissory note of up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[36]. - The Company satisfied a $300,000 promissory note by converting it into 75,000 shares of Common Stock on September 13, 2023[33]. - An unsecured promissory note of up to $500,000 was issued to the Sponsor, with $300,000 drawn as of the filing date[46]. - The Company issued unsecured promissory notes totaling $1,100,000 to the Sponsor, with amounts due upon consummation of a business combination or liquidation[147][149][154]. - The Company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, which was converted into 75,000 shares of Common Stock[177]. Accounting Standards and Regulations - The Company adopted ASU 2020-06 on January 1, 2023, which did not have a material impact on financial statements and disclosures[196]. - The FASB issued ASU 2023-09 in December 2023, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid[197]. - ASU 2023-07, effective for fiscal years beginning after December 15, 2023, mandates disclosures of significant segment expenses and how the chief operating officer uses reported measures of segment profit or loss[198]. - The Company does not believe that any recently issued accounting standards will have a material effect on its financial statements[199]. Operational Restrictions - The company may not consummate any other business combination prior to its initial business combination, as per its operational restrictions[103]. - The company has until November 16, 2025, to consummate its initial business combination, with provisions for extensions[66]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[175]. - The company has no off-balance sheet financing arrangements as of December 31, 2024[189]. - As of December 31, 2024, there were no dilutive securities, making diluted income (loss) per share the same as basic income (loss) per share[195].
Mountain Crest Acquisition Corp. V(MCAGU) - 2024 Q3 - Quarterly Report
2024-11-14 21:30
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[164][165]. - The Company entered into a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[175]. - 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 Business Combination is expected to close no later than May 15, 2025, or earlier if the Company meets certain conditions[188]. 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]. Cash and Working Capital - As of September 30, 2024, the Company had cash of $46,054 held outside the Trust Account for general working capital purposes[204]. - 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[203]. - The Company has marketable securities in the Trust Account totaling $5,994,370, including $512,880 of interest income[202]. Promissory Notes and Debt - 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]. - As of September 30, 2024, there was $300,000 outstanding under the April 2024 Note issued on April 30, 2024[212]. - The Company entered into a note conversion agreement on April 19, 2024, converting $200,000 of the Notes into 150,000 shares of common stock[211]. - As of September 30, 2024, the Company had $150,000 outstanding under the August 2024 Note issued on August 14, 2024[214]. - The Company borrowed an additional $92,000 and $58,000 under the August 2024 Note, totaling $300,000 drawn as of the filing date[215]. 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[166]. - The Company filed its Form 10-K for the year ended December 31, 2023, on August 26, 2024, regaining compliance with Nasdaq Listing Rule[180]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[177]. Extensions and Deadlines - The Company extended the Combination Period to February 16, 2024, by depositing $51,932 into its trust account[169]. - The Company has extended the Combination Period multiple times, with the latest extension to November 16, 2024[176]. - The Company extended the deadline to complete its initial business combination to November 16, 2025, by depositing $51,932 into its trust account[217]. Concerns and Obligations - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the Company completes a business combination[221]. - The Company has determined that the liquidity condition raises substantial doubt about its ability to continue as a going concern if a business combination is not consummated by the extended deadline[218]. - 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]. Shareholder Actions - The Company held an annual meeting on November 8, 2024, where 418,217 shares were tendered for redemption[183].
Mountain Crest Acquisition Corp. V(MCAGU) - 2024 Q2 - Quarterly Report
2024-10-04 20:45
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[168][169]. - The Company issued a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[179]. - The Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd. on August 29, 2024, involving a SPAC Merger and a Share Swap[184]. - The Business Combination is expected to close no later than May 15, 2025, with provisions for a potential extension[187]. Financial Performance - The Company reported a net loss of $64,591 for the three months ended June 30, 2024, compared to a net loss of $206,112 for the same period in 2023[192][193]. - For the six months ended June 30, 2024, the net loss was $90,128, down from $249,448 in the same period of 2023[194][195]. - Cash used in operating activities for the six months ended June 30, 2024, was $488,261, compared to $268,196 for the same period in 2023[200][201]. - 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[225]. 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[170]. - The Company has until September 2, 2024, to submit a compliance plan to Nasdaq regarding its delayed filings[182]. - The Company has delayed filing its Annual Report on Form 10-K for the year ended December 31, 2023, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023[182]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[181]. 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[171]. - The Company issued an unsecured promissory note of up to $500,000 to the Sponsor on August 14, 2024, with no outstanding amount as of June 30, 2024[183]. - 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][208]. - A new unsecured promissory note of up to $400,000 was issued to the Sponsor on October 30, 2023, for working capital purposes[209]. - The Company issued an unsecured promissory note of up to $300,000 on April 3, 2024, with no interest, to be used for working capital purposes[210]. - As of June 30, 2024, there was $250,000 outstanding under the April 2024 Note, and $0 outstanding under the 2023 Note[211][212]. Trust Account and Business Combination - As of June 30, 2024, the Company had $69,000,000 in the Trust Account, which will be used to complete the Business Combination[199]. - The Company extended the Combination Period to February 16, 2024, by depositing $51,932 into its trust account[173]. - The Company extended the deadline to complete its initial Business Combination to November 16, 2024, by depositing $51,932 into its trust account on three separate occasions[216]. - If a Business Combination is not consummated by November 16, 2024, there will be a mandatory liquidation and potential dissolution of the Company[217]. Other Financial Information - The Company has no off-balance sheet financing arrangements as of June 30, 2024, and does not participate in transactions with unconsolidated entities[218]. - The Company has no long-term debt or capital lease obligations, with a monthly payment of up to $10,000 for office-related expenses[219]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the Company completes a Business Combination[220]. - The Company adopted ASU 2020-06 on January 1, 2023, which did not materially impact its financial statements[226]. - Management does not believe that any recently issued accounting standards will have a material effect on the Company's financial statements[228].
Mountain Crest Acquisition Corp. V(MCAGU) - 2024 Q1 - Quarterly Report
2024-09-13 21:15
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[169][170]. - The Company entered into a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[180]. - The Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd. on August 29, 2024, for a merger and share swap[186]. - The Company has until November 16, 2024, to complete its Business Combination, having extended the deadline from February 16, 2024[212][213]. - The Company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital purposes thereafter[204]. Financial Performance - The Company had 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%[195][196]. - Cash used in operating activities for the three months ended March 31, 2024, was $130,344, compared to $187,740 for the same period in 2023, indicating a reduction of approximately 30.6%[201][202]. - As of March 31, 2024, the company reported a net loss per common share calculated using a ratio of 16% for public redeemable shares and 84% for non-redeemable shares[220]. - 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[221]. Securities and Listings - The Company received approval from Nasdaq to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market, effective October 27, 2023[171]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[182]. - The Company generated gross proceeds of $60,000,000 from its Initial Public Offering of 6,000,000 Units at $10.00 per Unit[197]. - The Company incurred transaction costs of $5,090,361 related to its Initial Public Offering, which included $1,380,000 in underwriting fees[200]. - The underwriters are entitled to a deferred fee of $2,070,000, which will be payable only if the Company completes a Business Combination[216]. Debt 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[172]. - The Company issued an unsecured promissory note of up to $500,000 to the Sponsor on August 14, 2024, for working capital purposes[185]. - The Company has outstanding amounts of $390,000 and $200,000 under a promissory note as of March 31, 2024, and December 31, 2023, respectively[209]. - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[214][215]. Accounting Standards - The company is currently assessing the impact of ASU 2020-06, effective January 1, 2022, which simplifies accounting for certain financial instruments[222]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, requires expanded disclosures of income taxes paid, but management does not believe it will have a material impact on consolidated financial statements[223]. - Management believes that recently issued accounting standards, if adopted, would not materially affect the financial statements[224]. Trust Account and Marketable Securities - As of March 31, 2024, the Company held marketable securities in the Trust Account amounting to $5,738,912, including $361,286 of interest income[203].
Mountain Crest Acquisition Corp. V(MCAGU) - 2023 Q4 - Annual Report
2024-08-23 23:50
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 [162]. - The company has identified a ratio of 31% for Public Shares and 69% for non-redeemable shares for the year ended December 31, 2023, in calculating net (loss) income per share [183]. Trust Account and Cash Management - 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 in interest income [137]. - The total amount in the trust account reached $69,000,000 after the underwriters fully exercised their over-allotment option, resulting in an additional $9,000,000 [164]. - As of December 31, 2023, the company had withdrawn $129,288 of interest earned on the Trust Account to pay taxes [168]. - As of December 31, 2023, the company had cash of $16,089 held outside the Trust Account for general working capital purposes [171]. - Cash used in operating activities for the year ended December 31, 2023, was $470,675, with changes in operating assets and liabilities providing $2,291,169 of cash [166]. Business Combination and Compliance - The company extended the time to complete its initial Business Combination from February 16, 2024, to May 16, 2024, by depositing $51,932 into its trust account [175]. - The company has until November 16, 2024, to consummate a Business Combination, with a potential mandatory liquidation if not completed by that date [176]. - The company entered into a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024 [158]. - The company received a notice from Nasdaq on December 13, 2023, indicating non-compliance with the $35,000,000 market value of listed securities requirement [139]. - 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 ten consecutive business days [141]. Debt and Financial Obligations - The company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, which can be converted into 75,000 shares of Common Stock upon consummation of a Business Combination [172]. - As of December 31, 2023, there was $52,877 outstanding under a promissory note with UHY Advisors, with $5,587 of interest accrued [173]. - The underwriters are entitled to a deferred fee of $0.30 per unit, totaling $2,070,000, payable only if the company completes a Business Combination [180]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of December 31, 2023 [178][179]. - The company has no obligations or liabilities considered off-balance sheet arrangements as of December 31, 2023 [178]. Accounting and Regulatory Matters - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements [188]. - The company extended the Combination Period twice in 2024, depositing $51,932 each time into its trust account [152].
Mountain Crest Acquisition Corp. V(MCAGU) - 2023 Q3 - Quarterly Report
2023-11-21 02:30
Financial Performance - As of September 30, 2023, the company reported a net loss of $1,932,911 for the three months ended September 30, 2023, primarily due to general and administrative expenses of $1,988,611[142] - For the nine months ended September 30, 2023, the company had a net loss of $2,182,359, with general and administrative expenses totaling $2,529,190[144] - As of September 30, 2023, the company reported a net (loss) income per share allocation of 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[167] - 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[168] Cash and Securities - The company had cash of $11,334 held outside the Trust Account for general working capital purposes as of September 30, 2023[154] - As of September 30, 2023, the company held marketable securities in the Trust Account amounting to $5,488,143, including $214,382 of interest income[152] Initial Public Offering - The company generated gross proceeds of $60,000,000 from its Initial Public Offering of 6,000,000 Units at $10.00 per Unit[146] - The company incurred transaction costs of $5,090,361 related to its Initial Public Offering, which included $1,380,000 in underwriting fees[148] Business Combination - 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[139] - The company has until November 16, 2024, to consummate a Business Combination, with a potential mandatory liquidation if not completed[160] Debt and Financial Instruments - The company issued an unsecured promissory note to the Sponsor for up to $400,000, which may be drawn down as needed[137] - The company has no off-balance sheet arrangements or long-term debt as of September 30, 2023[161] - The company is currently assessing the impact of ASU 2020-06, effective January 1, 2022, which simplifies accounting for certain financial instruments and may affect its financial position[169]
Mountain Crest Acquisition Corp. V(MCAGU) - 2023 Q2 - Quarterly Report
2023-08-21 21:29
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[139]. - For the six months ended June 30, 2023, the company had a net loss of $249,448, which included general and administrative expenses of $540,579 and interest earned on investments held in the Trust Account of $365,845[142]. - As of June 30, 2023, the company had cash of $96,449 held outside the Trust Account for general working capital purposes[151]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[158]. - The company does not have any dilutive securities that could affect the earnings per share calculation[164]. Initial Public Offering - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit[144]. - The company incurred transaction costs of $5,090,361 related to the Initial Public Offering, which included $1,380,000 in underwriting fees[146]. - The underwriters are entitled to a deferred fee of $0.30 per unit, totaling $2,070,000, payable only if the company completes a Business Combination[160]. - The company has invested IPO proceeds in U.S. government treasury obligations or money market funds, minimizing exposure to interest rate risk[168]. Compliance and Regulatory Matters - The company received a notice from Nasdaq on April 3, 2023, indicating it failed to meet the $50,000,000 market value of listed securities requirement for continued listing[129]. - The company has until October 2, 2023, to regain compliance with the market value of listed securities requirement[129]. - The company plans to submit a public document to Nasdaq by November 14, 2023, to maintain compliance with the publicly held shares requirement[135]. Business Combination - The company extended its Combination Period from May 16, 2023, to February 16, 2024, following stockholder approval on May 12, 2023[131]. - On June 8, 2023, the company received a termination notice from AUM, which ended the Business Combination Agreement[126]. - 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 by this date[157]. - The company may need additional financing to complete its Business Combination or to address working capital deficiencies[155]. Promissory Notes - The company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, due upon consummation of the initial business combination[153]. - As of June 30, 2023, there was $102,877 outstanding under a promissory note with UHY Advisors, with $2,052 of interest accrued[154]. - The company has extended the due date of a promissory note to October 31, 2023, with potential forgiveness of accrued finance charges if paid in full[154].
Mountain Crest Acquisition Corp. V(MCAGU) - 2023 Q1 - Quarterly Report
2023-05-15 20:30
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, reflecting a decrease of approximately 64.4%[139]. - 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[143]. - The company did not have any dilutive securities, resulting in diluted income (loss) per share being the same as basic income (loss) per share[160]. Trust Account and Securities - As of March 31, 2023, the Company had marketable securities held in the Trust Account amounting to $20,038,974, which includes $397,894 of interest income[145]. - Following the underwriters' full exercise of their over-allotment option, the total proceeds held in the Trust Account increased to $69,000,000[142]. - The Company plans to use substantially all funds held in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[146]. - The company has invested the net proceeds of its IPO in U.S. government treasury obligations with a maturity of 180 days or less, mitigating exposure to interest rate risk[164]. Initial Public Offering (IPO) - The Company generated gross proceeds of $60,000,000 from its Initial Public Offering of 6,000,000 Units at $10.00 per Unit[140]. - The Company incurred transaction costs totaling $5,090,361 related to the Initial Public Offering, which included $1,380,000 in underwriting fees[142]. - The underwriters are entitled to a deferred fee of $0.30 per unit, totaling $2,070,000, payable only if the company completes a Business Combination[155]. Business Combination - The Company entered into a Business Combination Agreement with AUM Biosciences Pte. Ltd. on October 19, 2022, with subsequent amendments to the agreement[126]. - The Company extended its Business Combination Period from May 16, 2023, to February 16, 2024, following stockholder approval[133]. - If a Business Combination is not consummated by February 16, 2024, there will be a mandatory liquidation and subsequent dissolution[152]. Financial Obligations - The company issued a non-interest bearing, unsecured promissory note in the aggregate principal amount of $300,000 to the Sponsor, due upon consummation of an initial business combination[148]. - As of March 31, 2023, there was $102,877 outstanding under a promissory note with UHY Advisors/UHY LLP, with a principal sum of $108,001.90[149]. - 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[154]. - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of March 31, 2023[153]. Cash Position - As of March 31, 2023, the company had cash of $122,523 held outside the Trust Account for general working capital purposes[147]. - The company has withdrawn $50,855 of interest earned on the Trust Account to pay franchise and income taxes through March 31, 2023[145].
Mountain Crest Acquisition Corp. V(MCAGU) - 2022 Q4 - Annual Report
2023-03-31 21:22
Financial Position - As of December 31, 2022, the trust account held a total of $19,572,432, including $19,341,080 from the IPO and Private Placement, and $231,352 in interest income[113] - As of December 31, 2022, the company had cash of $259,408 held outside the Trust Account for general working capital purposes[136] - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022[141] - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds for working capital and growth strategies[135] IPO and Fundraising - The company completed its Initial Public Offering on November 16, 2021, raising gross proceeds of $60,000,000 from 6,000,000 Units sold at $10.00 per Unit[129] - The underwriters fully exercised their over-allotment option, resulting in an additional $9,000,000 raised, bringing total proceeds in the Trust Account to $69,000,000[130] - The company incurred $5,090,361 in costs related to the IPO, including $1,380,000 in underwriting fees and $2,070,000 in deferred underwriting fees[131] Business Operations - For the year ended December 31, 2022, the company reported a net income of $4,471, consisting of $932,256 in interest income and operating costs of $746,913[127] - 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[126] - The company has until May 16, 2023, to consummate a Business Combination, having extended the deadline by depositing $300,000 into the trust account[139] Earnings and Shareholder Allocation - For the year ended December 31, 2022, the income (loss) allocable to public redeemable shares was allocated at a ratio of 76%, while non-redeemable shares received 24%[147] - As of December 31, 2022, the company did not have any dilutive securities, resulting in diluted income (loss) per share being the same as basic income (loss) per share[148] - The total net income (loss) is calculated by deducting any dividends paid from the total income (loss) allocable to both sets of shares[147] Accounting and Compliance - The company has adopted ASU 2020-06 effective January 1, 2022, which simplifies accounting for certain financial instruments, but is not expected to materially impact financial statements[148] - The company complies with FASB ASC 260 for earnings per share, presenting income (loss) per redeemable and non-redeemable shares[147] - Recent accounting standards issued by FASB are not expected to have a material effect on the company's financial statements[149] - The company does not believe that any recently issued accounting standards would materially affect its financial statements if adopted[149] Risk Management - As of December 31, 2022, the company was not subject to any market or interest rate risk due to investments in U.S. government treasury obligations with a maturity of 180 days or less[150] - The company has invested net proceeds from its IPO in short-term U.S. government treasury obligations, minimizing exposure to interest rate risk[150] - The common stock subject to possible redemption is classified as temporary equity, reflecting certain redemption rights outside of the company's control[145]