MCAG Enters Material Definitive Agreement

TL;DR

MCAG signed a big deal, details TBD.

AI Summary

Mountain Crest Acquisition Corp. V (MCAG) announced on August 29, 2024, the entry into a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures. Further information regarding the nature of this agreement is expected to be revealed in subsequent filings.

Why It Matters

This filing indicates a significant development for MCAG, potentially signaling a merger, acquisition, or other strategic transaction that could impact its future business operations and shareholder value.

Risk Assessment

Risk Level: medium — The lack of specific details in this 8-K filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

• Mountain Crest Acquisition Corp. V (company) — Registrant
• MCAG (company) — Ticker Symbol

FAQ

Key Financial Figures

• $375,000,000 — ary Shares equal to the quotient of the $375,000,000 divided by $10.00 by (ii) the aggregate
• $10.00 b — quotient of the $375,000,000 divided by $10.00 by (ii) the aggregate number of CUBEBIO C
• $1,000,000 — an amount equal to One Million Dollars ($1,000,000) (the "Breakup Fee") within two Busines

Filing Documents

• mountaincrest5_8k.htm (8-K) — 89KB
• mountaincrest5_ex2-1.htm (EX-2.1) — 548KB
• mountaincrest5_ex10-1.htm (EX-10.1) — 51KB
• mountaincrest5_ex10-2.htm (EX-10.2) — 44KB
• mountaincrest5_ex99-1.htm (EX-99.1) — 19KB
• 0001829126-24-005987.txt ( ) — 1131KB
• mcag-20240829.xsd (EX-101.SCH) — 3KB
• mcag-20240829_def.xml (EX-101.DEF) — 26KB
• mcag-20240829_lab.xml (EX-101.LAB) — 36KB
• mcag-20240829_pre.xml (EX-101.PRE) — 25KB
• mountaincrest5_8k_htm.xml (XML) — 6KB

01 Entry

Item 1.01 Entry into a Material definitive Agreement. The BCA On August 29, 2024, Mountain Crest Acquisition Corp., V, a Delaware corporation (" MCAG "), entered into that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the " BCA "), by and between MCAG and CUBEBIO Co., Ltd., a corporation ("chusik hoesa") organized under the laws of Korea (the " CUBEBIO "), pursuant to which the following transactions will occur: (1) CHL SPAC Merger Sub, Inc., a corporation to be formed in Delaware (the " SPAC Merger Sub "), will be merged with and into MCAG with MCAG being the surviving entity (the " SPAC Merger ") as a direct wholly owned subsidiary of CubeBio Holdings Limited, an exempted company to be formed in the Cayman Islands (" PubCo "), and (b) all shareholders of CUBEBIO shall transfer their respective common shares (the " CUBEBIO Common Shares ") to CHL Korea Exchange Sub, Ltd., a corporation ("chusik hoesa") to be organized under the laws of Korea (the " Exchange Sub "), in exchange for the right to receive PubCo Ordinary Shares (as defined in the BCA) (the " Share Swap " and collectively with the SPAC Merger the " Business Combination "). Following the closing of the Business Combination, PubCo expects the PubCo Ordinary Shares to be listed and traded on The Nasdaq Stock Market. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the BCA. Consideration At the closing of the SPAC Merger (the " Merger Effective Time "), by virtue of the SPAC Merger, each SPAC Share issued and outstanding immediately prior to the Merger Effective Time (except for shares being cancelled pursuant to Section 3.1(b) of the BCA and assuming consummation of the Unit Separation) shall be converted into and shall for all purposes represent only the right to receive one issued, fully paid and non-assessable PubCo Ordinary Share. At or immediately before the closing of the Business Co

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On August 29, 2024 MCAG and CUBEBIO issued a press release announcing the execution of the BCA. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the copy of the press release. The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01. 6 IMPORTANT NOTICES Important Notice Regarding Forward-Looking Statements

Forward-Looking Statements

Forward-Looking Statements This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Mountain Crest V's and CUBEBIO's actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Mountain Crest V's and CUBEBIO's expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking but are not limited to: (1) the occurrence of any event, change, or other circumstances that could prevent the execution of the definitive merger agreement; (2) the outcome of any legal proceedings that may be instituted against Mountain Crest V and CUBEBIO following this announcement of the non-binding term sheet and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Mountain Crest V and CUBEBIO, certain regulatory

View Full Filing

View this 8-K filing on SEC EDGAR