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[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 Business Combination Agreement with CUBEBIO Co., Ltd. was entered into on August 29, 2024, with a closing expected no later than 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 from investments held in the Trust Account[217]. - The Company had a net loss of $220,998 for the nine months ended September 30, 2024, with general and administrative expenses of $431,169[218]. Cash and Investments - The Company had cash of $41,172 held outside the Trust Account for general working capital purposes as of September 30, 2025[226]. - As of September 30, 2025, the Company had investments held in the Trust Account totaling $1,193,968, including $126,805 of interest income[224]. - The Company plans to use substantially all funds in the Trust Account to complete its Business Combination[225]. Promissory Notes - 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 for up to $500,000 on April 25, 2025, with $270,000 outstanding as of September 30, 2025[236]. - The Company issued an unsecured promissory note for up to $300,000 on April 3, 2024, with similar terms as the 2023 Note[231]. - On October 30, 2023, the Company issued an unsecured promissory note for up to $400,000, due upon consummation of a Business Combination or liquidation[230]. - The August 2024 Note issued for up to $500,000 had an outstanding amount of $500,000 as of September 30, 2025[235]. - As of September 30, 2025, there was $300,000 outstanding under the April 2024 Note[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[189]. - The Company submitted a plan to regain compliance with Nasdaq's listing rules by September 16, 2024, and successfully regained compliance by October 30, 2024[203][204]. - The Company did not complete its initial business combination by November 12, 2024, leading to delisting from Nasdaq and suspension of trading on November 21, 2024[206]. - The Company regained compliance with the $35,000,000 market value of listed securities requirement on June 5, 2024[199]. Initial Public Offering - 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[219]. - The Company incurred transaction costs of $5,090,361 related to its Initial Public Offering, including $1,380,000 in underwriting fees[221]. - The underwriters are entitled to a deferred fee of $2,070,000, payable only if the Company completes a Business Combination[241]. Other Financial Obligations - The Company does not have any long-term debt or capital lease obligations, with a monthly obligation of up to $10,000 for office-related expenses[240]. - The Company has no off-balance sheet financing arrangements as of September 30, 2025[239].
Mountain Crest Acquisition Corp. V(MCAGU) - 2025 Q3 - Quarterly Report