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Mountain Crest Acquisition Corp. V(MCAGU) - 2024 Q2 - Quarterly Report
MCAGUMountain Crest Acquisition Corp. V(MCAGU)2024-10-04 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[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 64,591forthethreemonthsendedJune30,2024,comparedtoanetlossof64,591 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,downfrom90,128, 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,comparedto488,261, 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 35,000,000marketvalueoflistedsecuritiesrequirementonJune5,2024[181].FinancingActivities−TheCompanyissuedanunsecuredpromissorynoteofupto35,000,000 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 500,000totheSponsoronAugust14,2024,withnooutstandingamountasofJune30,2024[183].−TheCompanyissuedanon−interestbearingpromissorynoteof500,000 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 400,000wasissuedtotheSponsoronOctober30,2023,forworkingcapitalpurposes[209].−TheCompanyissuedanunsecuredpromissorynoteofupto400,000 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 250,000outstandingundertheApril2024Note,and250,000 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 69,000,000intheTrustAccount,whichwillbeusedtocompletetheBusinessCombination[199].−TheCompanyextendedtheCombinationPeriodtoFebruary16,2024,bydepositing69,000,000 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 51,932intoitstrustaccountonthreeseparateoccasions[216].−IfaBusinessCombinationisnotconsummatedbyNovember16,2024,therewillbeamandatoryliquidationandpotentialdissolutionoftheCompany[217].OtherFinancialInformation−TheCompanyhasnooff−balancesheetfinancingarrangementsasofJune30,2024,anddoesnotparticipateintransactionswithunconsolidatedentities[218].−TheCompanyhasnolong−termdebtorcapitalleaseobligations,withamonthlypaymentofupto51,932 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].