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[185][186]. - The Company issued a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[195]. - The Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd. on August 29, 2024, which includes a SPAC Merger and a Share Swap[206]. Financial Performance - The Company reported a net loss of $181,378 for the three months ended March 31, 2025, compared to a net loss of $25,537 for the same period in 2024[213]. - The Company generated gross proceeds of $60,000,000 from its Initial Public Offering of 6,000,000 Units at $10.00 per Unit[214]. - The Company incurred transaction costs of $5,090,361 related to its Initial Public Offering, including $1,380,000 in underwriting fees[216]. Compliance and Listing - The Company received approval from Nasdaq to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market, effective October 27, 2023[187]. - The Company has successfully regained compliance with Nasdaq Listing Rule after timely filing its Form 10-K and Form 10-Q[200][201]. - The Company did not complete its initial business combination by November 12, 2024, resulting in delisting from Nasdaq[204]. Trust Account and Cash Management - As of March 31, 2025, the Company had marketable securities in the Trust Account totaling $1,169,431, including $102,268 of interest income[219]. - As of March 31, 2025, the Company had cash of $27,943 held outside the Trust Account for general working capital purposes[221]. - The Company has no off-balance sheet financing arrangements as of March 31, 2025[233]. Promissory Notes and Debt - The Company issued an unsecured promissory note of up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[188]. - The Company issued an unsecured promissory note of up to $500,000 to the Sponsor on August 14, 2024, with an outstanding amount of $390,000 as of March 31, 2025[199]. - 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[222]. - The Company issued an unsecured promissory note of up to $300,000 on April 3, 2024, with no interest, due upon business combination or liquidation[226]. - As of March 31, 2025, there was $300,000 outstanding under the April 2024 Note issued on April 30, 2024[229]. - The August 2024 Note issued on August 14, 2024, has an outstanding amount of $390,000 as of March 31, 2025[230]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if a Business Combination is completed[235]. Extensions and Deadlines - The Company extended the Combination Period to February 16, 2024, by depositing $51,932 into its trust account[190]. - The Company has extended the Combination Period multiple times, with the latest extension to November 16, 2024[196]. - The Company extended the deadline to complete its initial Business Combination to November 16, 2025, by depositing $51,932 on specified dates[232]. Other Financial Information - The Company has no long-term debt or capital lease obligations, with a monthly payment of up to $10,000 for office-related expenses[234]. - As of March 31, 2025, the Company did not have any dilutive securities, making diluted income (loss) per share the same as basic income (loss) per share[239]. - The Company does not expect the adoption of recently issued accounting standards to have a material impact on its financial statements[244].
Mountain Crest Acquisition Corp. V(MCAGU) - 2025 Q1 - Quarterly Report