MCAGU Seeks Extension to Avoid Liquidation, Finalize CUBEBIO Merger

TL;DR

**MCAGU is on life support, vote FOR the extension or kiss your investment goodbye as they liquidate; the CUBEBIO deal hangs by a thread.**

AI Summary

Mountain Crest Acquisition Corp. V (MCAGU) is seeking stockholder approval to extend its business combination deadline to November 16, 2026, from the current November 16, 2025, to finalize its merger with CUBEBIO Co., Ltd., a Korean corporation, as announced on August 29, 2024. The company's management believes it cannot close the Business Combination before the original November 16, 2025 deadline. As of October 7, 2025, the Trust Account held approximately $1.19 million, with an estimated redemption price of $11.77 per share, compared to the last closing price of $11.55 per share on the OTC Market. Failure to approve the extension or complete the merger by the extended date would result in the redemption of 100% of public shares and the company's liquidation. The company's securities are currently quoted on the OTC Market, not Nasdaq, which poses challenges for the post-combination entity to meet Nasdaq listing requirements and subjects MCAGU to 'penny stock' rules, potentially reducing liquidity and trading activity.

Why It Matters

This DEF 14A filing is critical for MCAGU investors as it directly impacts the SPAC's ability to complete its proposed business combination with CUBEBIO. If the extension is not approved, public stockholders face mandatory redemption at approximately $11.77 per share, while the sponsor's shares would become worthless. The company's current OTC Market listing, rather than Nasdaq, creates significant hurdles for the combined entity's future listing and market attractiveness, potentially affecting customer and broader market perception of the merger's viability. This situation highlights the inherent risks in SPACs failing to meet deadlines and the competitive pressures to secure a suitable target and maintain exchange listings.

Risk Assessment

Risk Level: high — The risk level is high because failure to approve the Extension Proposal by November 4, 2025, will lead to the company's liquidation and redemption of public shares at approximately $11.77 per share, while sponsor shares become worthless. The company's current listing on the OTC Market, rather than Nasdaq, presents significant challenges for the post-combination entity to meet Nasdaq listing requirements, such as minimum bid price and market value of publicly held shares, potentially jeopardizing the CUBEBIO merger.

Analyst Insight

Investors should carefully consider voting FOR the Extension Proposal to give MCAGU a chance to complete the CUBEBIO merger, as failure to do so will result in liquidation. However, be aware of the redemption option at approximately $11.77 per share if you prefer to exit, especially given the 'penny stock' risks and Nasdaq listing challenges.

Key Numbers

• $1.19M — Trust Account Balance (As of October 7, 2025, this amount is available for redemptions or business combination.)
• $11.77 — Estimated Redemption Price Per Share (This is the cash value public stockholders would receive if the company liquidates.)
• $11.55 — Last Closing Price Per Share (Market price on OTC Market prior to October 7, 2025, slightly below redemption value.)
• November 16, 2025 — Current Business Combination Deadline (The date by which MCAGU must complete a merger or liquidate without an extension.)
• November 16, 2026 — Proposed Extended Business Combination Deadline (The new target date if the Extension Proposal is approved.)
• 2,173,000 — Shares Held by Sponsor/Insiders (These shares include Founder Shares and Private Units, which would be worthless upon liquidation.)
• August 29, 2024 — Business Combination Agreement Date (Date MCAGU entered into agreement with CUBEBIO Co., Ltd.)
• October 7, 2025 — Record Date for Annual Meeting (Stockholders on this date are eligible to vote at the November 4, 2025 meeting.)

Key Players & Entities

• Mountain Crest Acquisition Corp. V (company) — Registrant and SPAC seeking extension
• CUBEBIO Co., Ltd. (company) — Target company for business combination
• Suying Liu (person) — Chief Executive Officer and Class III director nominee
• WWC, P.C. (company) — Independent registered public accounting firm
• Nasdaq Stock Market (regulator) — Desired listing exchange for post-combination company
• OTC Market (regulator) — Current listing exchange for MCAGU securities
• $1.19 million (dollar_amount) — Amount in Trust Account as of October 7, 2025
• $11.77 (dollar_amount) — Estimated redemption price per share
• $11.55 (dollar_amount) — Last closing price of MCAGU common stock on OTC Market prior to October 7, 2025
• 2,173,000 shares (dollar_amount) — Aggregate shares held by sponsor, officers, and directors

FAQ

Risk Factors

• Trust Account Depletion Risk [high — financial]: The Trust Account balance was approximately $1.19 million as of October 7, 2025. If a significant number of public stockholders elect to redeem their shares in connection with the extension vote, or if the business combination is not completed by November 16, 2026, the remaining funds may be insufficient to cover liquidation expenses or provide a meaningful return to remaining shareholders.
• OTC Market Liquidity and Penny Stock Risk [medium — market]: The company's securities are currently quoted on the OTC Market, not Nasdaq. This subjects MCAGU to 'penny stock' rules, which can reduce liquidity and trading activity. The post-combination entity may also face challenges meeting Nasdaq listing requirements, potentially impacting investor confidence and share value.
• Failure to Complete Business Combination [high — operational]: The company has until November 16, 2025, to complete its business combination with CUBEBIO Co., Ltd. Management believes it cannot close before this date, necessitating the proposed extension to November 16, 2026. Failure to complete the combination by the extended deadline will result in the liquidation of the company and redemption of all public shares.
• Redemption Price vs. Market Price [medium — financial]: As of October 7, 2025, the estimated redemption price per share was $11.77, while the last closing price on the OTC Market was $11.55. This slight difference, coupled with potential liquidity issues, means stockholders may not be able to sell their shares at or above the redemption price in the open market.
• Sponsor and Insider Share Value [medium — legal]: The sponsor and insiders hold 2,173,000 shares (Founder Shares, converted promissory notes, and Private Units). These shares would be worthless upon liquidation if the business combination is not completed, representing a significant risk to the sponsor's investment.

Industry Context

Mountain Crest Acquisition Corp. V operates in the Special Purpose Acquisition Company (SPAC) sector, which facilitates the public listing of private companies. The SPAC market has seen significant volatility, with increased regulatory scrutiny and a shift towards more selective de-SPAC transactions. Companies like MCAGU are under pressure to identify and complete business combinations within strict timelines, especially given the current economic climate and investor sentiment towards SPACs.

Regulatory Implications

The company's current listing on the OTC Market subjects it to 'penny stock' rules, which can deter institutional investors and reduce trading liquidity. The proposed business combination with CUBEBIO Co., Ltd. will need to meet the stringent listing requirements of a major exchange like Nasdaq for the post-combination entity to gain broader market access and credibility.

What Investors Should Do

1. Review the proxy statement carefully, especially Proposal 1 (Extension Proposal).
2. Consider exercising redemption rights if you are uncomfortable with the extension or the proposed business combination.
3. Evaluate the risks associated with the company trading on the OTC Market.
4. Vote on all proposals presented at the Annual Meeting on November 4, 2025.

Key Dates

• 2025-11-04: Annual Meeting of Stockholders — Stockholders will vote on proposals including the extension of the business combination deadline and the election of a director.
• 2025-10-07: Trust Account Balance and Redemption Price Calculation Date — Provides current financial standing of the trust account ($1.19M) and estimated redemption value ($11.77 per share).
• 2025-10-15: Mailing of Proxy Materials — Official distribution of proxy statement and notice of meeting to stockholders.
• 2025-10-31: Deadline to Tender Shares for Redemption — Stockholders must tender shares by this date to exercise redemption rights related to the extension vote.
• 2025-11-16: Current Business Combination Deadline — The original deadline to complete a business combination; failure to extend will lead to liquidation.
• 2026-11-16: Proposed Extended Business Combination Deadline — The new target date for completing the business combination if the extension proposal is approved.

Glossary

Business Combination

The merger or acquisition of Mountain Crest Acquisition Corp. V with another company, in this case, CUBEBIO Co., Ltd. (The primary purpose of the SPAC, and the reason for the proposed extension.)

Trust Account

A segregated account holding the proceeds from the company's initial public offering, intended for use in the business combination or for redemptions. (Contains the funds available for redemptions and the business combination; its balance is critical for stockholder returns.)

Public Shares

Shares of common stock issued to the public in the SPAC's initial public offering. (These shares are subject to redemption rights if stockholders do not approve the business combination or if the company liquidates.)

Sponsor

The entity or individuals who initially formed the SPAC and typically hold 'founder shares' and private units. (The sponsor's shares would be worthless if the business combination fails, creating an incentive to extend the deadline.)

Redemption Price

The per-share amount stockholders receive if they choose to redeem their shares, typically based on the pro rata amount in the Trust Account. (Determines the cash payout to stockholders who elect to exit their investment.)

Extension Proposal

A proposal to amend the company's charter to extend the deadline for completing a business combination. (The main purpose of the current proxy filing; crucial for the company's continued operation.)

OTC Market

Over-the-Counter market, a decentralized market where securities are traded directly between parties without a central exchange. (The current trading venue for MCAGU, which has implications for liquidity and regulatory status ('penny stock').)

DEF 14A

A filing with the SEC that provides detailed information to shareholders regarding matters to be voted on at an annual or special meeting. (This document contains the official proposals and disclosures relevant to the proposed extension and other corporate actions.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the critical proposal to extend the business combination deadline, a direct response to management's assessment that the merger with CUBEBIO Co., Ltd. cannot be completed by the original November 16, 2025 deadline. Unlike previous filings that might have detailed operational performance or financial results of an ongoing business, this document centers on the SPAC's lifecycle management and the financial implications of potential liquidation versus extension. Key metrics like revenue and net income are not applicable at this stage for a SPAC, with the primary financial focus being the Trust Account balance of $1.19 million and the associated redemption value.

Key Financial Figures

• $1.19 million — Trust Account, which held approximately $1.19 million of marketable securities as of October
• $4.00 — eld by the Sponsor into common stock at $4.00 per share, and (iii) 223,000 shares of
• $11.77 — mated redemption price is approximately $11.77 per share, before deducting estimated t
• $11.55 — axes payable. The last closing price of $11.55 per share of Mountain Crest Common Stoc

Filing Documents

• mountaincrest5_def14a.htm (DEF 14A) — 351KB
• 0001829126-25-008115.txt ( ) — 352KB

Forward Looking Statements

Forward Looking Statements This Proxy Statement (this “ Proxy Statement ”) contain certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Proxy Statement regarding the expected timing of the Business Combination. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward- looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward- looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of a Business Combination; (2) the outcome of any legal proceedings that may be instituted against the Company following the announcement of the termin

View Full Filing

View this DEF 14A filing on SEC EDGAR