Mountain Crest Acquisition Corp. V Files 2023 10-K

TL;DR

MCAG filed its 2023 10-K, showing financial details for common stock, paid-in capital, and retained earnings.

AI Summary

Mountain Crest Acquisition Corp. V filed its 10-K for the fiscal year ending December 31, 2023. The company, a blank check company, reported its financial position and business activities. Key financial data points include details on common stock, additional paid-in capital, and retained earnings for the fiscal years 2021, 2022, and 2023.

Why It Matters

This filing provides investors with a comprehensive overview of Mountain Crest Acquisition Corp. V's financial health and operational status as of the end of 2023, crucial for understanding its potential for future business combinations.

Risk Assessment

Risk Level: low — The filing is a standard annual report for a SPAC, providing historical financial data without immediate new material events.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period for the 10-K)
• 2022-12-31 — Prior Fiscal Year End (Comparative financial data)
• 2021-12-31 — Prior Fiscal Year End (Comparative financial data)

Key Players & Entities

• Mountain Crest Acquisition Corp. V (company) — Filer of the 10-K
• 2023-12-31 (date) — Fiscal year end
• 2021-12-31 (date) — Prior fiscal year end
• 2022-12-31 (date) — Prior fiscal year end
• 0001859035 (company) — Central Index Key for Mountain Crest Acquisition Corp. V

FAQ

Key Financial Figures

• $0.0001 — ck Market LLC Common stock, par value $0.0001 per share MCAG The Nasdaq Stock Mar
• $108,001.90 — Thousand One Dollars and Ninety Cents ($108,001.90), plus interest applied monthly on any
• $102,877 — promissory note to October 31, 2023. If $102,877 is paid in full on this promissory note
• $50,000,000 m — listed securities failed to satisfy the $50,000,000 market value of listed securities ("MVLS"
• $15,000,000 — ue of Publicly Held Shares ("MVPHS") of $15,000,000 which is a requirement for continued li
• $0.10 — to the Trust Account an amount equal to $0.10 per outstanding Public Share for each t
• $5,000,001 — o eliminate the requirement to maintain $5,000,001 of net tangible book value prior to or
• $1,800,000 — Conversion Agreements, an aggregate of $1,800,000 of the service fees due to the vendors
• $4.00 — Stock based upon a conversion price of $4.00 per share. Accordingly, the Company sat
• $300,000 — te in the aggregate principal amount of $300,000 (the "Note") to the Sponsor. Pursuant t
• $10.00 — verted into private units at a price of $10.00 per unit. On September 13, 2023, as app
• $400,000 — in the aggregate principal amount up to $400,000 to the Company's Sponsor. Pursuant to t
• $35,000,000 M — standards to phase down, including the $35,000,000 MVLS standard for The Nasdaq Capital Mark
• $51,932 — and May 15, 2024 the Company deposited $51,932 to the Trust Account on each date, exte
• $35,000,000 — , the MVLS of the Company must close at $35,000,000 or more for a minimum of ten consecutiv

Filing Documents

• mountaincrest5_10k.htm (10-K) — 957KB
• mountaincrest5_ex4-5.htm (EX-4.5) — 37KB
• mountaincrest5_ex31-1.htm (EX-31.1) — 14KB
• mountaincrest5_ex31-2.htm (EX-31.2) — 14KB
• mountaincrest5_ex32-1.htm (EX-32.1) — 7KB
• mountaincrest5_ex32-2.htm (EX-32.2) — 6KB
• mountaincrest5_ex99-7.htm (EX-99.7) — 29KB
• 0001829126-24-005817.txt ( ) — 4778KB
• mcag-20231231.xsd (EX-101.SCH) — 48KB
• mcag-20231231_cal.xml (EX-101.CAL) — 41KB
• mcag-20231231_def.xml (EX-101.DEF) — 174KB
• mcag-20231231_lab.xml (EX-101.LAB) — 240KB
• mcag-20231231_pre.xml (EX-101.PRE) — 236KB
• mountaincrest5_10k_htm.xml (XML) — 605KB

BUSINESS

BUSINESS 1 ITEM 1A.

RISK FACTORS

RISK FACTORS 20 ITEM 1B. UNRESOLVED STAFF COMMENTS 20 ITEM 1C CYBERSECURITY 20 ITEM 2.

PROPERTIES

PROPERTIES 20 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 20 ITEM 4. MINE SAFETY DISCLOSURES 20 PART II 21 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 21 ITEM 6. [RESERVED] 22 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 28 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 28 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 28 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 28 ITEM 9B. OTHER INFORMATION 29 ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 29 PART III 30 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 30 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 39 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 41 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 42 PART IV 43 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 43 ITEM 16. FORM 10-K SUMMARY 44 i

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our

forward-looking statements include, but are not limited to, statements regarding our

forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking ability to complete our initial business combination; success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; potential ability to obtain additional financing to complete our initial business combination; pool of prospective target businesses; the ability of our officers and directors to generate a number of potential investment opportunities; potential change in control if we acquire one or more target businesses for stock; the potential liquidity and trading of our securities; the lack of a market for our securities; use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or financial performance following our initial public offering. The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments a

BUSINESS

BUSINESS In this Annual Report on Form 10-K (the "Form 10-K"), references to the "Company," "Mountain Crest" and to "we," "us," and "our" refer to MOUNTAIN CREST ACQUISITION CORP. V Introduction We are a blank check company formed under the laws of the State of Delaware on April 8, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this annual report as our initial business combination. Although there is no restriction or limitation on what industry or geographic region our target operates in, it is our intention to pursue prospective targets that are in North America and Asia Pacific regions (excluding China). We shall not undertake our initial business combination with a target business with its principal business operations in China (including Hong Kong and Macau). As of the date of this annual report, all of our directors and officers serve in management positions for Mountain Crest Acquisition Corp. IV (Nasdaq: MCAF), which is a special purpose acquisition company incorporated in Delaware. Recent Developments On October 19, 2022, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement") with AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration 201810204D ("AUM"). The Business Combination Agreement was subsequently amended on February 10, 2023, March 30, 2023 and April 19, 2023. On January 27, 2023, AUM Biosciences Limited, a Cayman Islands exempted company ("Holdco"), AUM Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 202238778Z and a direct, wholly-owned subsidiary of Holdco, and AUM Biosciences Delaware Merger Sub, Inc., a Delawar

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View this 10-K filing on SEC EDGAR