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].
Mountain Crest Acquisition Corp. V(MCAGU) - 2024 Q4 - Annual Report