Mountain Crest Acquisition V(MCAG) - 2025 Q3 - Quarterly Report

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[187][188]. - The Company entered into a non-binding term sheet with CUBEBIO Co., Ltd. for a proposed business combination on May 2, 2024[197]. - The Company entered into a Business Combination Agreement with CUBEBIO Co., Ltd. on August 29, 2024, with a closing expected by May 15, 2025[209]. - The Company has until November 16, 2026, to consummate a proposed Business Combination, raising concerns about its ability to continue as a going concern[238]. Financial Performance - As of September 30, 2025, the Company had a net loss of $358,431, with operating costs of $388,221 and interest income of $36,656[217]. - For the nine months ended September 30, 2024, the Company had a net loss of $220,998, with general and administrative expenses of $431,169[218]. - The Company incurred transaction costs of $5,090,361 related to its Initial Public Offering, including $1,380,000 in underwriting fees[221]. Capital and Funding - The Company issued an unsecured promissory note of up to $400,000 to the Sponsor on October 30, 2023, for working capital purposes[190]. - The Company issued an unsecured promissory note of up to $500,000 to the Sponsor on August 14, 2024, for working capital purposes[201]. - The Company issued an unsecured promissory note of up to $500,000 on April 25, 2025, with $270,000 outstanding as of September 30, 2025[208]. - The Company issued an unsecured promissory note for up to $300,000 on April 3, 2024, with similar terms as the 2023 Note[231]. - The August 2024 Note issued for up to $500,000 had an outstanding amount of $500,000 as of September 30, 2025[235]. - The Company held cash of $41,172 outside the Trust Account for general working capital purposes as of September 30, 2025[226]. - The Company plans to use funds in the Trust Account to complete its Business Combination and for working capital for the target business[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[189]. - The Company regained compliance with Nasdaq's $35,000,000 market value of listed securities requirement on June 5, 2024[199]. - The Company has successfully regained compliance with Nasdaq's Listing Rule after filing required reports[202][203][204]. - The Company received a notice from Nasdaq on November 14, 2024, regarding non-compliance with IM-5101-2, leading to delisting of its securities[206]. Trust Account and Investments - As of September 30, 2025, the Trust Account held investments totaling $1,193,968, including $126,805 of interest income[224]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the Company completes a Business Combination[241]. Notes and Agreements - The Company entered into a note conversion agreement to convert a Note into 75,000 shares of Common Stock[229]. - On October 30, 2023, the Company issued an unsecured promissory note for up to $400,000, due upon the consummation of a Business Combination or liquidation[230]. - As of September 30, 2025, there was $300,000 outstanding under the April 2024 Note[234]. - The Company has no off-balance sheet financing arrangements as of September 30, 2025[239]. - The Company does not have any long-term debt or capital lease obligations, only a monthly payment agreement of up to $10,000[240]. Meeting and Shareholder Actions - The Company held an annual meeting on November 8, 2024, where stockholders approved an amendment to the Company's Charter, with 418,217 shares tendered for redemption[205]. - The Company has extended the Combination Period multiple times, with the latest extension to November 16, 2024[198].