Mountain Crest Acquisition V(MCAG) - 2024 Q3 - Quarterly Report

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].