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 [156]. - For the six months ended June 30, 2023, the company had a net loss of $249,448, consisting of general and administrative expenses of $540,579 and interest earned on investments held in the Trust Account of $365,845 [158]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company [155]. Assets and Securities - As of June 30, 2023, the company had marketable securities held in the Trust Account totaling $5,542,002, which includes $506,670 of interest income [165]. - As of June 30, 2023, the company had cash of $96,449 held outside the Trust Account for general working capital purposes [167]. - The company has invested IPO proceeds in U.S. government treasury obligations or money market funds, minimizing exposure to interest rate risk [182]. Initial Public Offering (IPO) - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit [160]. - The company incurred transaction costs of $5,090,361 related to the Initial Public Offering, which included $1,380,000 in underwriting fees [162]. - The underwriters are entitled to a deferred fee of $0.30 per unit, totaling $2,070,000, payable only if a Business Combination is completed [175]. Business Combination and Compliance - The company extended its Combination Period from May 16, 2023, to February 16, 2024, following stockholder approval on May 12, 2023 [148]. - On June 8, 2023, the company received a termination notice from AUM, which ended the Business Combination Agreement [144]. - The company submitted a plan to Nasdaq on June 30, 2023, to regain compliance with the publicly held shares requirement [151]. - 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 [172]. Debt and Obligations - The company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, due upon consummation of an initial business combination [168]. - As of June 30, 2023, there was $102,877 outstanding under a promissory note with UHY Advisors, with an interest rate of 8% per year [169]. - 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 [174]. Other Financial Information - The company has no off-balance sheet arrangements as of June 30, 2023, and does not participate in transactions that create relationships with unconsolidated entities [173]. - The company does not have any dilutive securities as of June 30, 2023, resulting in diluted loss per share being the same as basic loss per share [179].

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[156]. - 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[155]. - 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[160]. - As of March 31, 2023, the company did not have any dilutive securities, resulting in diluted income (loss) per share being the same as basic income (loss) per share[176]. Trust Account and Funds - As of March 31, 2023, the Company had marketable securities held in the Trust Account amounting to $20,038,974, including $397,894 of interest income[162]. - Following the underwriters' full exercise of their over-allotment option, the total proceeds held in the Trust Account increased to $69,000,000[159]. - The Company intends to use substantially all funds held in the Trust Account to complete its Business Combination[163]. - Stockholders holding 1,405,134 shares exercised their right to redeem shares for a pro rata portion of the funds in the Trust Account during the extension of the Business Combination Period[150]. Business Combination - The Business Combination Agreement with AUM Biosciences Pte. Ltd. was signed on October 19, 2022, with subsequent amendments extending the closing date to February 16, 2024[143][150]. - The company extended the time to complete its initial business combination from May 16, 2023, to February 16, 2024[168]. - If a business combination is not consummated by February 16, 2024, there will be a mandatory liquidation and subsequent dissolution[169]. Costs and Liabilities - The Company incurred transaction costs of $5,090,361 related to the Initial Public Offering, including $1,380,000 in underwriting fees[159]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the company completes a business combination[172]. - The company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, due upon consummation of an initial business combination[165]. - As of March 31, 2023, there was $102,877 outstanding under a promissory note for services rendered, with a principal sum of $108,001.90[166]. Cash and Debt - As of March 31, 2023, the company had cash of $122,523 held outside the Trust Account for general working capital purposes[164]. - The company has no off-balance sheet arrangements as of March 31, 2023[170]. - 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[171]. Risk Factors - The company was not subject to any market or interest rate risk as of March 31, 2023, with investments in U.S. government treasury obligations[180].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-40418 MOUNTAIN CREST ACQUISITION CORP. V (Exact name of registrant as specified in its charter) | Delaware | 86-2435859 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41062 MOUNTAIN CREST ACQUISITION CORP. V (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorpo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organization) FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41062 MOUNTAIN CREST A ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from to FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41062 MOUNTAIN CREST ACQUISITION CORP. V (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporati ...

Company Formation and Business Strategy - Mountain Crest Acquisition Corp. V was formed as a blank check company on April 8, 2021, with the intention to pursue business combinations primarily in North America and Asia Pacific regions, excluding China[17]. - The company has not identified any specific business combination targets as of the date of the report[17]. - Mountain Crest Acquisition Corp. II raised $57.5 million in its IPO by selling 5,750,000 units at $10.00 per unit, and completed its business combination with Better Therapeutics, Inc. on October 28, 2021[20]. - Mountain Crest Acquisition Corp. III raised $54.17 million in its IPO by selling 5,417,193 units at $10.00 per unit, and entered into a merger agreement with Etao International Group[21]. - Mountain Crest Acquisition Corp. IV raised $57.5 million in its IPO by selling 5,750,000 units at $10.00 per unit and is currently seeking business combination targets[22]. - The company aims to leverage its management's expertise and extensive relationships to identify high-quality business combination targets[23]. - The focus is on private companies in North America and Asia Pacific regions with positive operating cash flow or clear paths to it, significant assets, and strong management teams[32]. - The company intends to capitalize on its board's network to create strategic initiatives for growth post-business combination[31]. - The company aims to focus on under-researched and underappreciated assets poised for significant growth once capitalized[33]. - The company intends to identify target companies with significant embedded growth opportunities, leveraging its management team's experience[34]. Financial Information and Performance - The company reported a net loss of $150,755 for the period from inception (April 8, 2021) through December 31, 2021, primarily due to operating costs[108]. - The company has not generated any revenues to date and does not expect to do so until after completing a business combination[107]. - The company incurred total offering costs of $5,090,361, which included $1,380,000 in underwriting fees[111]. - As of December 31, 2021, the trust account held $69,000,843, including $843 of interest income[101][113]. - As of December 31, 2021, the company had cash of $474,538 available for operational expenses related to identifying and evaluating target businesses[115]. - The company has no long-term debt or off-balance sheet financing arrangements, and its only contractual obligation was to pay affiliates up to $10,000 per month[120][119]. - The financial statements present a fair view of the company's position as of December 31, 2021, and its operations from April 8, 2021, through December 31, 2021[210]. - The balance sheet as of December 31, 2021, reflects the company's financial position at the end of the reporting period[216]. Business Combination Process - The company will have up to 18 months to complete its initial business combination, with specific conditions for extensions[35]. - The company plans to structure its initial business combination to ensure it owns or acquires at least 50% of the target's voting securities[41]. - Stockholder approval is not required under Delaware law for certain types of business combinations, but Nasdaq rules require approval if shares representing 20% or more of outstanding shares are issued[46]. - If stockholder approval is sought, the company will distribute proxy materials and provide stockholders with conversion rights upon completion of the initial business combination[49]. - The company will only consummate the initial business combination if public stockholders do not exercise conversion rights that would reduce net tangible assets below $5,000,001 and a majority of outstanding shares vote in favor[50]. - Public stockholders can convert their shares for a pro rata portion of the trust account, initially set at $10.00 per share, plus any interest earned[55]. - The company will cease all operations and redeem 100% of outstanding public shares if a business combination is not completed within 12 months, with a potential extension to 18 months[65]. - If the company fails to complete a business combination, public stockholders will receive a pro rata portion of the trust account, which may be less than $10.00 per share due to potential creditor claims[70]. Governance and Management - Dr. Suying Liu, the Chairman and CEO, has extensive experience in leading SPACs and has been involved in multiple successful business combinations[26]. - The audit committee consists of three independent directors, including Dr. Todd Milbourn, who serves as chairman, ensuring oversight of financial reporting and compliance[148]. - The compensation committee, chaired by Wenhua Zhang, is responsible for reviewing and approving executive compensation and corporate goals[151]. - The company has determined that it will only enter into business combinations approved by a majority of independent directors[147]. - The audit committee must approve any transactions with officers and directors to ensure terms are no less favorable than those from unaffiliated third parties[160]. - The company has a code of conduct and ethics applicable to all directors, officers, and employees[168]. Legal and Compliance - There are no material legal proceedings currently pending against the company or its management team[84]. - The company has not established specific minimum qualifications for director nominees but considers various factors such as integrity and professional reputation[154]. - The company has not entered into any employment agreements with executive officers or made agreements for benefits upon termination[171]. - The company has identified critical accounting policies that require estimates and assumptions affecting reported amounts of assets and liabilities[122]. - The company has not included any adjustments in the financial statements that might result from the uncertainty regarding its ability to continue operations[211]. Audit and Financial Reporting - The audit was conducted in accordance with PCAOB standards, ensuring reasonable assurance about the absence of material misstatements[213]. - The company has been audited by UHY LLP since 2021, indicating a consistent auditing relationship[215]. - The financial statements are prepared under generally accepted accounting principles in the United States[210]. - The company has not engaged in an audit of its internal control over financial reporting, focusing instead on the financial statements themselves[213].

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. FINANCIAL STATEMENTS](index=4&type=section&id=Item%201.%20FINANCIAL%20STATEMENTS) Presents the unaudited condensed financial statements and accompanying notes detailing the company's financial position and performance [Condensed Balance Sheet (Unaudited)](index=4&type=section&id=Condensed%20Balance%20Sheet%20(Unaudited)) | ASSETS | Amount ($) | | :--- | :--- | | Current asset - cash | 25,000 | | Deferred offering costs | 98,590 | | **TOTAL ASSETS** | **123,590** | | LIABILITIES | Amount ($) | | Accrued expenses | 2,200 | | Accrued offering costs | 18,298 | | Promissory note – related party | 80,292 | | **TOTAL LIABILITIES** | **100,790** | | STOCKHOLDER'S EQUITY | | Common Stock | 173 | | Additional paid-in capital | 24,827 | | Accumulated deficit | (2,200) | | **Total stockholder's equity** | **22,800** | | **TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY** | **123,590** | - On November 2, 2021, the Company declared a **20% stock dividend** on each insider share, retroactively increasing the number of issued and outstanding shares from **1,437,500 to 1,725,000**[13](index=13&type=chunk) [Condensed Statements of Operations (Unaudited)](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20(Unaudited)) | Metric | Three Months Ended Sep 30, 2021 ($) | Inception (Apr 8, 2021) Through Sep 30, 2021 ($) | | :--- | :--- | :--- | | Operating and formation costs | 1,200 | 2,200 | | Loss from operations | (1,200) | (2,200) | | Net loss | (1,200) | (2,200) | | Weighted average shares outstanding, basic and diluted | 1,500,000 | 1,500,000 | | Basic and diluted net loss per share | (0.01) | (0.01) | - A **20% stock dividend** was declared on November 2, 2021, retroactively increasing issued and outstanding shares from **1,437,500 to 1,725,000**[17](index=17&type=chunk) [Condensed Statements of Changes in Stockholders' Equity (Unaudited)](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Unaudited)) | Item | Shares | Amount ($) | Additional paid-in capital ($) | Accumulated Deficit ($) | Total Stockholder's Equity ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance – April 8, 2021 (Inception) | — | — | — | — | — | | Issuance of common stock to Sponsor | 1,725,000 | 173 | 24,827 | — | 25,000 | | Net loss (Apr 8 - Jun 30, 2021) | — | — | — | (1,000) | (1,000) | | Balance – June 30, 2021 | 1,725,000 | 173 | 24,827 | (1,000) | 24,000 | | Net loss (Jul 1 - Sep 30, 2021) | — | — | — | (1,200) | (1,200) | | Balance – September 30, 2021 | 1,725,000 | 173 | 24,827 | (2,200) | 22,800 | - The issuance of common stock to the Sponsor on April 8, 2021, resulted in **1,725,000 shares**, **$173 par value**, and **$24,827 additional paid-in capital**, totaling **$25,000**[20](index=20&type=chunk) - A **20% stock dividend** was declared on November 2, 2021, retroactively increasing issued and outstanding shares from **1,437,500 to 1,725,000**[20](index=20&type=chunk) [Condensed Statement of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows%20(Unaudited)) | Cash Flow Activity | Amount ($) | | :--- | :--- | | **Cash Flows from Operating Activities:** | | | Net loss | (2,200) | | Increase in accrued expenses | 2,200 | | Net cash used in operating activities | — | | **Cash Flows from Financing Activities:** | | | Proceeds from issuance of common stock to Sponsor | 25,000 | | Net cash provided by financing activities | 25,000 | | **Net Change in Cash** | **25,000** | | Cash – beginning of period | — | | **Cash – end of period** | **25,000** | | **Non-Cash investing and financing activities:** | | | Offering costs paid through promissory note – related party | 80,292 | | Deferred offering costs included in accrued offering costs | 18,298 | - The company had **$25,000 in cash** at the end of the period, primarily from the issuance of common stock to the Sponsor[24](index=24&type=chunk) [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) - The Company was incorporated on April 8, 2021, as a blank check company (SPAC) to effect a business combination, focusing on private companies in North America and Asia Pacific (excluding mainland China, Hong Kong, or Macau)[27](index=27&type=chunk) - The Initial Public Offering (IPO) closed on November 16, 2021, raising **$60,000,000** from **6,000,000 units**, with an additional **$2,050,000** from private placement units[29](index=29&type=chunk)[30](index=30&type=chunk) - Underwriters fully exercised their over-allotment option on November 18, 2021, issuing an additional **900,000 units** for **$9,000,000**, bringing the total in the Trust Account to **$69,000,000**[33](index=33&type=chunk) - The Company has until November 16, 2022 (with potential extensions) to consummate a Business Combination; otherwise, it will liquidate and redeem public shares[39](index=39&type=chunk)[40](index=40&type=chunk) - Management has determined that the mandatory liquidation, should a business combination not occur, raises **substantial doubt** about the Company's ability to continue as a **going concern**[45](index=45&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are prepared in conformity with U.S. GAAP and Article 8 of Regulation S-X for interim financial information[47](index=47&type=chunk)[48](index=48&type=chunk) - The Company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[49](index=49&type=chunk) - Deferred offering costs of **$98,590** were incurred as of September 30, 2021, to be charged to stockholder's equity upon IPO completion or to operations if unsuccessful[56](index=56&type=chunk) - Net loss per share is computed by dividing net loss by the weighted average number of common stock shares outstanding, with no dilutive securities identified[57](index=57&type=chunk) [Note 3 — Initial Public Offering](index=13&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) | IPO Event | Units | Gross Proceeds ($) | | :--- | :--- | :--- | | Initial Sale (Nov 16, 2021) | 6,000,000 | 60,000,000 | | Over-allotment Option Exercise (Nov 18, 2021) | 900,000 | 9,000,000 | | **Total Units Sold** | **6,900,000** | **69,000,000** | - Each unit consists of one share of common stock and one right, with each right entitling the holder to one-tenth of one share of common stock at the closing of a Business Combination[63](index=63&type=chunk) [Note 4 — Private Placement](index=13&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) | Private Placement Event | Units | Gross Proceeds ($) | | :--- | :--- | :--- | | Initial Sale (Nov 16, 2021) | 205,000 | 2,050,000 | | Over-allotment Related Sale (Nov 18, 2021) | 18,000 | 180,000 | | **Total Private Units Sold** | **223,000** | **2,230,000** | - Proceeds from private placement units were added to the Trust Account and will be used to fund the redemption of Public Shares if a Business Combination is not completed[64](index=64&type=chunk) [Note 5 — Related Party Transactions](index=13&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) - On April 8, 2021, **1,437,500 Insider Shares** were issued to the Sponsor for **$25,000**, retroactively adjusted to **1,725,000 shares** due to a 20% stock dividend on November 2, 2021[65](index=65&type=chunk) - The Sponsor loaned the Company up to **$500,000** via a non-interest-bearing promissory note, with **$80,292 outstanding** as of September 30, 2021, and paid in full on November 16, 2021[66](index=66&type=chunk) - The Company agreed to pay the Sponsor up to **$10,000 per month** for office space, utilities, and administrative support, commencing November 12, 2021[67](index=67&type=chunk) [Note 6 — Commitments & Contingencies](index=14&type=section&id=Note%206%20%E2%80%94%20Commitments%20%26%20Contingencies) - Legal counsel fees include a **$25,000 retainer**, **$100,000** upon IPO closing, and **$50,000** upon business combination closing[69](index=69&type=chunk) | Underwriting Fees | Amount ($) | | :--- | :--- | | Upfront Underwriting Fee | 1,380,000 | | Deferred Underwriting Fee | 2,070,000 | | **Total Underwriting Fees** | **3,450,000** | - **177,900 Representative Shares**, valued at **$1,383,617**, were issued to the underwriter and are subject to a 180-day lock-up period[73](index=73&type=chunk) [Note 7 — Stockholder's Equity](index=14&type=section&id=Note%207%20%E2%80%94%20Stockholder's%20Equity) - The Company is authorized to issue **30,000,000 shares** of common stock with a par value of $0.0001 per share[74](index=74&type=chunk) - As of November 2, 2021, **1,725,000 Insider Shares** were issued and outstanding, including shares subject to forfeiture if the underwriters' over-allotment option was not fully exercised[74](index=74&type=chunk) - Each Public Right entitles the holder to one-tenth of one share of common stock upon consummation of a Business Combination[76](index=76&type=chunk) [Note 8 — Subsequent Events](index=15&type=section&id=Note%208%20%E2%80%94%20Subsequent%20Events) - On November 2, 2021, a **20% stock dividend** was declared on Insider Shares, increasing the number of issued and outstanding Insider Shares to **1,725,000**[79](index=79&type=chunk) - The IPO closed on November 16, 2021, generating **$60,000,000** from **6,000,000 units**, and a private placement generated **$2,050,000** from **205,000 units**[80](index=80&type=chunk) - The underwriters fully exercised their over-allotment option on November 18, 2021, adding **$9,000,000** to the Trust Account, bringing the aggregate proceeds held to **$69,000,000**[82](index=82&type=chunk)[83](index=83&type=chunk) [Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=16&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Discusses the company's financial condition, operational results, liquidity, and critical accounting policies as a blank check entity [Overview](index=16&type=section&id=Overview) - Mountain Crest Acquisition Corp. V was incorporated on April 8, 2021, as a blank check company to effect a business combination[86](index=86&type=chunk) - The Company expects to incur significant costs in its acquisition plans and cannot assure success in completing a Business Combination[87](index=87&type=chunk) [Results of Operations](index=16&type=section&id=Results%20of%20Operations) - As of September 30, 2021, the Company had not commenced any operations, with all activity related to its formation and initial public offering[88](index=88&type=chunk) | Metric | Inception (Apr 8, 2021) Through Sep 30, 2021 ($) | | :--- | :--- | | Net loss | (2,200) | | Operating costs | 1,000 | | Estimated franchise taxes | 1,200 | [Liquidity and Capital Resources](index=16&type=section&id=Liquidity%20and%20Capital%20Resources) - **Substantial doubt** exists about the Company's ability to continue as a **going concern** if a business combination is not consummated by November 16, 2022[90](index=90&type=chunk) - The IPO and private placements, including the over-allotment option, resulted in **$69,000,000** being deposited into the Trust Account[91](index=91&type=chunk)[92](index=92&type=chunk)[94](index=94&type=chunk) - As of September 30, 2021, the Company had **$25,000 in cash**, with **$610,839** held outside the Trust Account after the IPO closing, intended for identifying and evaluating target businesses[98](index=98&type=chunk) [Off-Balance Sheet Arrangements](index=18&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company had no off-balance sheet arrangements, obligations, assets, or liabilities as of September 30, 2021[99](index=99&type=chunk) [Contractual Obligations](index=18&type=section&id=Contractual%20Obligations) - The Company has no long-term debt, capital lease obligations, or operating lease obligations[100](index=100&type=chunk) - An agreement exists to pay the Sponsor up to **$10,000 per month** for administrative support, though no amounts were incurred for the period ended September 30, 2021[100](index=100&type=chunk) | Obligation | Amount ($) | Condition | | :--- | :--- | :--- | | Deferred Underwriting Fee | 2,070,000 | Payable upon completion of a Business Combination | [Critical Accounting Policies](index=19&type=section&id=Critical%20Accounting%20Policies) - Deferred offering costs are identified as a critical accounting policy, amounting to **$98,590** as of September 30, 2021[103](index=103&type=chunk) - These costs will be charged to stockholder's equity upon IPO completion or to operations if the IPO is unsuccessful[103](index=103&type=chunk) [Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=19&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Disclosures about market risk are not required as the company qualifies as a smaller reporting company - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[105](index=105&type=chunk) [Item 4. CONTROLS AND PROCEDURES](index=19&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Evaluates disclosure controls and procedures, identifying a material weakness and noting no other significant changes [Evaluation of Disclosure Controls and Procedures](index=19&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were **not effective** as of September 30, 2021[107](index=107&type=chunk) - A **material weakness** was identified due to insufficient financial statement review and approval controls, impacting franchise taxes and going concern disclosures[107](index=107&type=chunk) [Changes in Internal Control Over Financial Reporting](index=19&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter, except for the previously mentioned material weakness[108](index=108&type=chunk) [PART II – OTHER INFORMATION](index=20&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. LEGAL PROCEEDINGS](index=20&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The company reports no current legal proceedings - There are no legal proceedings to report[111](index=111&type=chunk) [Item 1A. RISK FACTORS](index=20&type=section&id=Item%201A.%20RISK%20FACTORS) Refers to previously disclosed risk factors from the IPO prospectus, with no material changes reported - Risk factors are detailed in the final prospectus for the Initial Public Offering filed with the SEC on November 12, 2021[112](index=112&type=chunk) - No material changes to the previously disclosed risk factors have occurred as of the date of this Quarterly Report[112](index=112&type=chunk) [Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=20&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Details the use of proceeds from the IPO and private placements, totaling $69 million placed in trust - The IPO closed on November 16, 2021, selling **6,000,000 units** for **$60,000,000**, and a private placement sold **205,000 units** for **$2,050,000**[113](index=113&type=chunk) - The underwriters fully exercised the over-allotment option on November 18, 2021, issuing an additional **900,000 units** for **$9,000,000**, and an additional **18,000 private units** for **$180,000**[114](index=114&type=chunk) - A total of **$69,000,000** from the IPO and private placements was placed in a trust account for public shareholders[115](index=115&type=chunk) | Offering Costs | Amount ($) | | :--- | :--- | | Underwriting discounts and commissions | 1,380,000 | | Other offering costs and expenses | 1,640,361 | | Deferred underwriting discounts and commissions | 2,070,000 | | **Total Offering Costs** | **5,090,361** | [Item 3. DEFAULTS UPON SENIOR SECURITIES](index=20&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports no defaults upon senior securities - There are no defaults upon senior securities to report[118](index=118&type=chunk) [Item 4. MINE SAFETY DISCLOSURES](index=20&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This section is not applicable to the company's operations - This item is not applicable[119](index=119&type=chunk) [Item 5. OTHER INFORMATION](index=20&type=section&id=Item%205.%20OTHER%20INFORMATION) The company reports no other material information - There is no other information to report[120](index=120&type=chunk) [Item 6. EXHIBITS](index=21&type=section&id=Item%206.%20EXHIBITS) Lists all exhibits filed with or incorporated by reference into the quarterly report - The report includes various exhibits such as the Underwriting Agreement, Amended and Restated Certificate of Incorporation, Rights Agreement, and certifications from the Principal Executive and Financial Officers[122](index=122&type=chunk) [PART III – SIGNATURES](index=22&type=section&id=PART%20III%20%E2%80%93%20SIGNATURES) [SIGNATURES](index=22&type=section&id=SIGNATURES) Contains the legally required signatures of the company's certifying officers - The report was signed by Suying Liu, Chief Executive Officer and Chief Financial Officer, on December 23, 2021[127](index=127&type=chunk)