Mountain Crest Acquisition V(MCAG) - 2024 Q1 - Quarterly Report

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].