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Mountain Crest Acquisition V(MCAG) - 2025 Q1 - Quarterly Report
MCAGMountain Crest Acquisition V(MCAG)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 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,withoperatingcostsof181,378, with operating costs of 191,225 and interest income of 12,119frominvestments[213].−TheCompanyhasnotgeneratedanyoperatingrevenuestodateanddoesnotexpecttodosountilafterthecompletionoftheBusinessCombination[212].TrustAccountandCapital−TheCompanygeneratedgrossproceedsof12,119 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 10.00perUnit[214].−FollowingtheIPO,atotalof10.00 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 400,000totheSponsoronOctober30,2023,forworkingcapitalpurposes[188].−TheCompanyissuedanunsecuredpromissorynoteofupto400,000 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 390,000asofMarch31,2025[199].−TheCompanyissuedanon−interestbearingpromissorynoteof390,000 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 300,000onApril3,2024,withnointerest,tobeusedforworkingcapitalpurposes[226].−TheCompanyissuedanotherunsecuredpromissorynoteforupto300,000 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 390,000outstandingasofMarch31,2025[230].ComplianceandRegulatoryMatters−TheCompanyreceivedapprovalfromNasdaqtotransferitslistingfromTheNasdaqGlobalMarkettoTheNasdaqCapitalMarket,effectiveOctober27,2023[187].−TheCompanyregainedcompliancewiththe390,000 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 51,932intoitstrustaccount[190].−TheCompanyhasextendedtheCombinationPeriodmultipletimes,withthelatestextensiontoNovember16,2024[196].−TheCompanyextendedthetimetocompleteitsinitialBusinessCombinationtoNovember16,2025,bydepositing51,932 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 27,943heldoutsidetheTrustAccountforgeneralworkingcapitalpurposes[221].−TheCompanyhasnooff−balancesheetfinancingarrangementsasofMarch31,2025[233].−TheCompanyhasnolong−termdebtorcapitalleaseobligations,withamonthlypaymentagreementofupto27,943 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].