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[19][21]. - The Company plans to enter a business combination with CUBEBIO Co., Ltd., as announced on May 2, 2024[42]. - A non-binding term sheet was entered into with CUBEBIO Co., Ltd. for a proposed business combination, aiming for CUBEBIO to become a public company listed on Nasdaq[150]. - The Company entered into a Business Combination Agreement with CUBEBIO, with a closing expected no later than May 15, 2025[160][163]. - The Company completed a business combination with CH Auto, with the surviving entity expected to trade on Nasdaq[56]. Nasdaq Compliance and Listing - The Company received a notice from Nasdaq on April 3, 2023, indicating it failed to meet the $50,000,000 market value of listed securities requirement for continued listing[23]. - The Company submitted a plan to Nasdaq to regain compliance with the publicly held shares requirement by July 3, 2023, which was accepted on July 18, 2023[26][29]. - On October 23, 2023, the Company received approval to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market[35]. - The Company has regained compliance with Nasdaq's continued listing standards, including the $35,000,000 market value of listed securities standard[37]. - The Company received a notification from Nasdaq confirming compliance with the Minimum Value of Listed Securities (MVLS) Rule, with a market value of $35,000,000 or greater for 10 consecutive business days[44]. - The Company was notified by Nasdaq of delinquency in filing Form 10-K and Form 10-Q, with a compliance plan due by September 2, 2024[45]. - The Company regained compliance with Nasdaq Listing Rule after filing the Form 10-K for the year ended December 31, 2023[47]. - The Company received a notice from Nasdaq on December 13, 2023, indicating it failed to meet the $35 million market value of listed securities requirement[131]. - The Company regained compliance with Nasdaq's MVLS Rule on June 5, 2024, after meeting the $35 million requirement for ten consecutive business days[133]. Financial Performance and Proceeds - The Company completed its IPO on November 16, 2021, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[126]. - A total of $69 million of net proceeds from the IPO and private placements were placed in a trust account for the benefit of public shareholders[128]. - The Company reported a net loss of $374,454 for the year ended December 31, 2024, primarily due to general and administrative expenses of $618,486[167]. - For the year ended December 31, 2023, the company reported a net loss of $2,251,116, with operating costs of $2,654,975 and interest income of $510,728 from investments held in the Trust Account[168]. - The Company generated non-operating income of $265,306 from interest on marketable securities held in the Trust Account[166]. Shareholder Actions and Rights - The Company held an annual meeting where 418,217 shares were tendered for redemption[50]. - Stockholders will have the opportunity to convert their shares for a pro rata portion of the amount in the trust account, initially set at $10.00 per share, plus any interest earned[84]. - If stockholder approval is required, the company will distribute proxy materials and provide stockholders with conversion rights upon completion of the initial business combination[78]. - Public stockholders are restricted from seeking conversion rights for 20% or more of the shares sold in the IPO to prevent manipulation of the vote[85]. - If stockholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn[77]. - The company will provide at least 10 days' notice for any stockholder meeting to exercise conversion rights[87]. - If the initial business combination is not completed, public stockholders who elected to convert their shares will not be entitled to a pro rata share of the trust account[93]. - The company will cease all operations and redeem 100% of outstanding public shares if a business combination is not completed by November 16, 2025[94]. - In the event of liquidation, public stockholders may receive less than approximately $10.00 per share due to potential claims from creditors[97]. - The insiders have agreed to cover liquidation costs, currently anticipated to be no more than approximately $15,000[98]. Internal Controls and Compliance - Management identified material weaknesses in internal controls during the audit of the Form 10-K for the year ended December 31, 2023, related to improper classification of investments and errors in earnings per share[205]. - A material weakness was also identified during the review of the Form 10-Q for the period ended March 31, 2024, due to the inability to timely file the Annual Report on Form 10-K[206]. - Management has implemented remediation steps to improve internal control over financial reporting, including enhancing the review process for complex securities and material agreements[210]. - As of December 31, 2024, management assessed that effective internal control over financial reporting was maintained[209]. Future Plans and Strategy - The company aims to identify and acquire businesses with untapped opportunities for building a public company, leveraging management and directors' experiences[62]. - The focus for initial business combinations will be on private companies in North America and Asia Pacific (excluding China) with positive operating cash flow or compelling economics[63]. - The company intends to evaluate target businesses based on criteria such as competitive advantages, strong management, and readiness for public markets[64]. - The company anticipates that the fair market value of the target business must be at least $53,544,000 to satisfy the 80% test for the initial business combination[69]. - The company plans to structure the initial business combination to acquire 100% of the equity interests or assets of the target business[70]. - The company expects to create synergies by bridging high-quality North American production with extensive Asian consumer demand[63]. - The company intends to remain an "emerging growth company" until it has total annual gross revenue of at least $1.07 billion or the market value of its common stock held by non-affiliates exceeds $700 million[73]. - The company may complete its initial business combination through various structures, including mergers and asset acquisitions, with stockholder approval required under certain conditions[75]. - Insiders have agreed to vote in favor of any proposed business combination and will not convert their shares for cash[81]. - The company anticipates that the initial business combination could be completed by August 16, 2024, if suitable targets are not found[80]. Financial Instruments and Liabilities - The Company converted $1,800,000 of vendor liabilities into 450,000 shares of Common Stock at a conversion price of $4.00 per share[32]. - The Company issued a non-interest bearing promissory note of up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[36]. - The Company satisfied a $300,000 promissory note by converting it into 75,000 shares of Common Stock on September 13, 2023[33]. - An unsecured promissory note of up to $500,000 was issued to the Sponsor, with $300,000 drawn as of the filing date[46]. - The Company issued unsecured promissory notes totaling $1,100,000 to the Sponsor, with amounts due upon consummation of a business combination or liquidation[147][149][154]. - The Company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, which was converted into 75,000 shares of Common Stock[177]. Accounting Standards and Regulations - The Company adopted ASU 2020-06 on January 1, 2023, which did not have a material impact on financial statements and disclosures[196]. - The FASB issued ASU 2023-09 in December 2023, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid[197]. - ASU 2023-07, effective for fiscal years beginning after December 15, 2023, mandates disclosures of significant segment expenses and how the chief operating officer uses reported measures of segment profit or loss[198]. - The Company does not believe that any recently issued accounting standards will have a material effect on its financial statements[199]. Operational Restrictions - The company may not consummate any other business combination prior to its initial business combination, as per its operational restrictions[103]. - The company has until November 16, 2025, to consummate its initial business combination, with provisions for extensions[66]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[175]. - The company has no off-balance sheet financing arrangements as of December 31, 2024[189]. - As of December 31, 2024, there were no dilutive securities, making diluted income (loss) per share the same as basic income (loss) per share[195].

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, 2024 ☐ 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) | --- | --- | |------------------------ ...

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[168][169]. - The Company issued a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[179]. - The Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd. on August 29, 2024, involving a SPAC Merger and a Share Swap[184]. - The Business Combination is expected to close no later than May 15, 2025, with provisions for a potential extension[187]. Financial Performance - The Company reported a net loss of $64,591 for the three months ended June 30, 2024, compared to a net loss of $206,112 for the same period in 2023[192][193]. - For the six months ended June 30, 2024, the net loss was $90,128, down from $249,448 in the same period of 2023[194][195]. - Cash used in operating activities for the six months ended June 30, 2024, was $488,261, compared to $268,196 for the same period in 2023[200][201]. - As of June 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]. 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[170]. - The Company has until September 2, 2024, to submit a compliance plan to Nasdaq regarding its delayed filings[182]. - The Company has delayed filing its Annual Report on Form 10-K for the year ended December 31, 2023, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023[182]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[181]. 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[171]. - The Company issued an unsecured promissory note of up to $500,000 to the Sponsor on August 14, 2024, with no outstanding amount as of June 30, 2024[183]. - 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][208]. - A new unsecured promissory note of up to $400,000 was issued to the Sponsor on October 30, 2023, for working capital purposes[209]. - The Company issued an unsecured promissory note of up to $300,000 on April 3, 2024, with no interest, to be used for working capital purposes[210]. - As of June 30, 2024, there was $250,000 outstanding under the April 2024 Note, and $0 outstanding under the 2023 Note[211][212]. Trust Account and Business Combination - As of June 30, 2024, the Company had $69,000,000 in the Trust Account, which will be used to complete the Business Combination[199]. - The Company extended the Combination Period to February 16, 2024, by depositing $51,932 into its trust account[173]. - The Company extended the deadline to complete its initial Business Combination to November 16, 2024, by depositing $51,932 into its trust account on three separate occasions[216]. - If a Business Combination is not consummated by November 16, 2024, there will be a mandatory liquidation and potential dissolution of the Company[217]. Other Financial Information - The Company has no off-balance sheet financing arrangements as of June 30, 2024, and does not participate in transactions with unconsolidated entities[218]. - The Company has no long-term debt or capital lease obligations, with a monthly payment of up to $10,000 for office-related expenses[219]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the Company completes a Business Combination[220]. - The Company adopted ASU 2020-06 on January 1, 2023, which did not materially impact its financial statements[226]. - Management does not believe that any recently issued accounting standards will have a material effect on the Company's financial statements[228].

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 March 31, 2024 ☐ 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) | --- | --- | |---------------------------- ...

Financial Performance - For the year ended December 31, 2023, the company reported a net loss of $2,251,116, with operating costs of $2,654,975 and interest income of $510,728 [162]. - The company has identified a ratio of 31% for Public Shares and 69% for non-redeemable shares for the year ended December 31, 2023, in calculating net (loss) income per share [183]. Trust Account and Cash Management - As of December 31, 2023, the trust account held a total of $5,613,395, including $5,325,694 from the IPO and $287,701 in interest income [137]. - The total amount in the trust account reached $69,000,000 after the underwriters fully exercised their over-allotment option, resulting in an additional $9,000,000 [164]. - As of December 31, 2023, the company had withdrawn $129,288 of interest earned on the Trust Account to pay taxes [168]. - As of December 31, 2023, the company had cash of $16,089 held outside the Trust Account for general working capital purposes [171]. - Cash used in operating activities for the year ended December 31, 2023, was $470,675, with changes in operating assets and liabilities providing $2,291,169 of cash [166]. Business Combination and Compliance - The company extended the time to complete its initial Business Combination from February 16, 2024, to May 16, 2024, by depositing $51,932 into its trust account [175]. - The company has until November 16, 2024, to consummate a Business Combination, with a potential mandatory liquidation if not completed by that date [176]. - The company entered into a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024 [158]. - The company received a notice from Nasdaq on December 13, 2023, indicating non-compliance with the $35,000,000 market value of listed securities requirement [139]. - The company regained compliance with the Nasdaq MVLS Rule on June 5, 2024, after maintaining a market value of $35,000,000 or greater for ten consecutive business days [141]. Debt and Financial Obligations - The company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, which can be converted into 75,000 shares of Common Stock upon consummation of a Business Combination [172]. - As of December 31, 2023, there was $52,877 outstanding under a promissory note with UHY Advisors, with $5,587 of interest accrued [173]. - The underwriters are entitled to a deferred fee of $0.30 per unit, totaling $2,070,000, payable only if the company completes a Business Combination [180]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of December 31, 2023 [178][179]. - The company has no obligations or liabilities considered off-balance sheet arrangements as of December 31, 2023 [178]. Accounting and Regulatory Matters - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements [188]. - The company extended the Combination Period twice in 2024, depositing $51,932 each time into its trust account [152].

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, 2023 ☐ 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) | --- | --- | |------------------------ ...

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[139]. - For the six months ended June 30, 2023, the company had a net loss of $249,448, which included general and administrative expenses of $540,579 and interest earned on investments held in the Trust Account of $365,845[142]. - As of June 30, 2023, the company had cash of $96,449 held outside the Trust Account for general working capital purposes[151]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[158]. - The company does not have any dilutive securities that could affect the earnings per share calculation[164]. Initial Public Offering - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit[144]. - The company incurred transaction costs of $5,090,361 related to the Initial Public Offering, which included $1,380,000 in underwriting fees[146]. - The underwriters are entitled to a deferred fee of $0.30 per unit, totaling $2,070,000, payable only if the company completes a Business Combination[160]. - The company has invested IPO proceeds in U.S. government treasury obligations or money market funds, minimizing exposure to interest rate risk[168]. Compliance and Regulatory Matters - The company received a notice from Nasdaq on April 3, 2023, indicating it failed to meet the $50,000,000 market value of listed securities requirement for continued listing[129]. - The company has until October 2, 2023, to regain compliance with the market value of listed securities requirement[129]. - The company plans to submit a public document to Nasdaq by November 14, 2023, to maintain compliance with the publicly held shares requirement[135]. Business Combination - The company extended its Combination Period from May 16, 2023, to February 16, 2024, following stockholder approval on May 12, 2023[131]. - On June 8, 2023, the company received a termination notice from AUM, which ended the Business Combination Agreement[126]. - 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 by this date[157]. - The company may need additional financing to complete its Business Combination or to address working capital deficiencies[155]. Promissory Notes - The company issued a non-interest bearing, unsecured promissory note of $300,000 to the Sponsor, due upon consummation of the initial business combination[153]. - As of June 30, 2023, there was $102,877 outstanding under a promissory note with UHY Advisors, with $2,052 of interest accrued[154]. - The company has extended the due date of a promissory note to October 31, 2023, with potential forgiveness of accrued finance charges if paid in full[154].

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 March 31, 2023 ☐ 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) | --- | --- | |---------------------------- ...

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) | --- | --- | |---------------- ...

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $41,649, consisting of interest earned on investments of $311,385, offset by general and administrative expenses of $211,056 and income tax provision of $58,680[131]. - For the nine months ended September 30, 2022, the company incurred a net loss of $121,444, with general and administrative expenses of $463,703 and income tax provision of $69,247, offset by interest income of $411,506[132]. - The company allocated total net income (loss) with a ratio of 76% for public redeemable shares and 24% for non-redeemable shares for the three and nine months ended September 30, 2022[151]. - As of September 30, 2022, the company did not have any dilutive securities, resulting in diluted income (loss) per share being the same as basic income (loss) per share[152]. Trust Account and IPO - As of September 30, 2022, the company held marketable securities in the Trust Account amounting to $69,399,348, including $399,348 of interest income[139]. - The company completed its Initial Public Offering on November 16, 2021, raising gross proceeds of $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit[134]. - The underwriters fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for $9,000,000, bringing total proceeds in the Trust Account to $69,000,000[135]. - The company incurred transaction costs of $5,090,361 related to its Initial Public Offering, including $1,380,000 in underwriting fees[136]. Business Combination and Future Plans - The company has until February 16, 2023, to complete a Business Combination, following an extension granted by the execution of a Business Combination Agreement[122]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and any remaining proceeds for working capital[141]. Financial Position and Debt - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2022[146]. - The company has cash of $158,615 as of September 30, 2022, intended for identifying and evaluating target businesses[142]. Accounting Standards and Impact - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, effective January 1, 2022[153]. - Management does not believe that any recently issued accounting standards would have a material effect on its condensed financial statements[154]. Investment Strategy - The company has invested net proceeds from its IPO in U.S. government treasury obligations with a maturity of 180 days or less, mitigating exposure to interest rate risk[156]. Equity Classification - The company’s common stock subject to possible redemption is classified as temporary equity, reflecting certain redemption rights outside of its control[150].