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[145][146]. - The Company entered into a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[155]. - The Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd., involving a SPAC Merger and a Share Swap, with an expected closing date no later than May 15, 2025[159][162]. - The Company has extended the Combination Period multiple times, indicating ongoing efforts to finalize a Business Combination[149][155]. - The Company extended the deadline to complete its initial Business Combination to November 16, 2024, by depositing $51,932 on three separate occasions[186]. - If a Business Combination is not consummated by November 16, 2024, a mandatory liquidation will occur, raising substantial doubt about the Company's ability to continue as a going concern[187]. Financial Performance - As of June 30, 2024, the Company reported a net loss of $90,128, with operating costs of $228,987 and interest income of $148,650 from investments held in the Trust Account[167][172]. - 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[166]. - The Company incurred transaction costs of $5,090,361 related to its Initial Public Offering, including underwriting fees and other offering costs[171]. Trust Account and Cash Management - As of June 30, 2024, the Trust Account held marketable securities valued at $5,865,909, including $436,351 of interest income[172]. - The Company intends to use substantially all funds in the Trust Account to complete the Business Combination, with remaining proceeds allocated for working capital and growth strategies[173]. - The Company has a cash balance of $21,087 held outside the Trust Account for general working capital purposes as of June 30, 2024[174]. - A non-interest bearing promissory note of $300,000 was issued to the Sponsor, convertible into 75,000 shares of Common Stock upon the consummation of the Business Combination[175][178]. - The Company issued an unsecured promissory note of up to $300,000 on April 3, 2024, with no interest, to be repaid upon business combination or liquidation[180]. - As of June 30, 2024, there was $250,000 outstanding under the April 2024 Note, and $0 under the previous Notes[181]. 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[147]. - The Company is working to regain compliance with Nasdaq's listing rules after delays in filing its Annual Report and Quarterly Report[157]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[150][156]. Securities and Debt - The Company has no off-balance sheet financing arrangements as of June 30, 2024, and does not participate in transactions with unconsolidated entities[188]. - The Company has no long-term debt or capital lease obligations, with a total of $10,000 per month payable for office-related expenses[189]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if a Business Combination is completed[189]. - 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[193]. Accounting Standards - The Company adopted ASU 2020-06 on January 1, 2023, which did not materially impact its financial statements[194]. - Management does not anticipate that recently issued accounting standards will have a material effect on the Company's financial statements[195].
Mountain Crest Acquisition V(MCAG) - 2024 Q2 - Quarterly Report