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Mountain Crest Acquisition V(MCAG) - 2023 Q4 - Annual Report
MCAGMountain Crest Acquisition V(MCAG)2024-08-23 23:50

Financial Position - As of December 31, 2023, the trust account held a total of 5,613,395,including5,613,395, including 5,325,694 from the IPO and 287,701frominterestincome[118].−AsofDecember31,2023,theTrustAccountheldmarketablesecuritiestotaling287,701 from interest income[118]. - As of December 31, 2023, the Trust Account held marketable securities totaling 5,613,395, including 287,701ofinterestincome[143].−CashheldoutsidetheTrustAccountforgeneralworkingcapitalpurposesamountedto287,701 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 60,000,000fromtheInitialPublicOfferingof6,000,000Unitsat60,000,000 from the Initial Public Offering of 6,000,000 Units at 10.00 per Unit[140]. - The company incurred transaction costs of 5,090,361relatedtotheIPO,including5,090,361 related to the IPO, including 1,380,000 in underwriting fees[141]. - The underwriters are entitled to a deferred fee of 2,070,000,payableonlyifaBusinessCombinationiscompleted[153].BusinessCombinationandCompliance−ThecompanyreceivedanoticefromNasdaqonDecember13,2023,regardingnon−compliancewiththe2,070,000, 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 35,000,000orgreaterfor10consecutivebusinessdays[120].−ThecompanyextendedtheCombinationPeriodfromNovember16,2023,toFebruary16,2024,bydepositing35,000,000 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 51,932intotheTrustAccount[149].−IfaBusinessCombinationisnotcompletedbyNovember16,2024,amandatoryliquidationwilloccur,raisingsubstantialdoubtabouttheCompany′sabilitytocontinueasagoingconcern[150].−Thecompanyenteredintoanon−bindingtermsheetwithCUBEBIOCo.,Ltd.foraproposedbusinesscombinationonMay2,2024[136].FinancialPerformance−FortheyearendedDecember31,2023,thecompanyreportedanetlossof51,932 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 2,654,975andinterestincomeof2,654,975 and interest income of 510,728[138]. - The Company has withdrawn 129,288ofinterestearnedfromtheTrustAccountfortaxpaymentsand129,288 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 400,000totheSponsoronOctober30,2023,forworkingcapitalpurposes[129].−Anon−interestbearingpromissorynoteof400,000 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 52,877onapromissorynotewithUHYAdvisors,with52,877 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].