Business Combinations - 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[184][185]. - The Company entered into a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[194]. - 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][208]. - The Business Combination is expected to close no later than May 15, 2025, or the date by which the Company must consummate its initial business combination[209]. - The Company has until November 16, 2025, to consummate a proposed Business Combination, raising concerns about its ability to continue as a going concern[236]. Financial Performance - The Company had a net loss of $110,574 for the three months ended June 30, 2025, compared to a net loss of $64,591 for the same period in 2024, reflecting an increase in operating costs[213][214]. - For the six months ended June 30, 2025, the Company reported a net loss of $291,952, which is significantly higher than the net loss of $90,128 for the same period in 2024[215][216]. - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[212]. Cash and Investments - As of June 30, 2025, the Company had investments held in the Trust Account amounting to $1,181,623, including $114,460 of interest income[222]. - The Company had cash of $25,321 held outside the Trust Account for general working capital purposes as of June 30, 2025[224]. Promissory Notes - The Company issued an unsecured promissory note for up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[187]. - The Company issued an unsecured promissory note for up to $500,000 to the Sponsor on August 14, 2024, for working capital purposes[198]. - The Company issued an unsecured promissory note of up to $500,000 to its sponsor on April 25, 2025, with $120,000 outstanding as of June 30, 2025[205]. - An unsecured promissory note of up to $400,000 was issued on October 30, 2023, with no interest, to be used for working capital[228]. - The Company issued an unsecured promissory note of up to $300,000 on April 3, 2024, also for working capital, with no interest[229]. - As of June 30, 2025, there was $300,000 outstanding under the April 2024 Note[232]. - The August 2024 Note had an outstanding amount of $500,000 as of June 30, 2025[233]. - The Company issued an unsecured promissory note of up to $500,000 on April 25, 2025, with $120,000 outstanding as of June 30, 2025[234]. 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[186]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[196]. - The Company has been granted extensions to regain compliance with Nasdaq listing rules multiple times throughout 2024[197][199][200][201]. IPO and Transaction Costs - The Company generated gross proceeds of $60,000,000 from its Initial Public Offering of 6,000,000 Units at $10.00 per Unit on November 16, 2021[217]. - The Company incurred transaction costs of $5,090,361 related to its Initial Public Offering, including $1,380,000 in underwriting fees[219]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if a Business Combination is completed[239]. Shareholder Actions - The Company held an annual meeting on November 8, 2024, where 418,217 shares were tendered for redemption[202]. Debt and Obligations - The Company has no long-term debt or capital lease obligations, with a monthly obligation of up to $10,000 for office-related expenses[238]. - There are no off-balance sheet financing arrangements as of June 30, 2025[237].
Mountain Crest Acquisition Corp. V(MCAGU) - 2025 Q2 - Quarterly Report