UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~March~~June 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41062

MOUNTAIN CREST ACQUISITION CORP. V

(Exact Name of Registrant as Specified in Its Charter)

Delaware		86-1768041
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

524 Broadway 11th Floor

New York, NY 10036

(Address of principal executive offices)

(646) 493-6558

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MCAG	OTC Pink Market
Rights	MCAGR	OTC Pink Market
Units	MCAGU	OTC Pink Market

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~May~~August 2219, 2025, there were 2,902,004 shares of the Company’s common stock, including shares of common stock underlying the units, $0.0001 par value per share, issued and outstanding.

MOUNTAIN CREST ACQUISITION CORP. V

FORM 10-Q FOR THE QUARTER ENDED ~~MARCH~~JUNE 3130, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024		1
Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024		1
Condensed Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)		2
Condensed Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2025 and 2024 (Unaudited)		3
Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2025 and 2024 (Unaudited)		3
Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)		4
Condensed Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		37
Item 4. Controls and Procedures		37
Part II. Other Information		3839
Item 1. Legal Proceedings		3839
Item 1A. Risk Factors		3839
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities		3839
Item 3. Defaults Upon Senior Securities		3839
Item 4. Mine Safety Disclosures		3839
Item 5. Other Information		3839
Item 6. Exhibits		3940
Part III. Signatures		4041

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

MOUNTAIN CREST ACQUISITION CORP. V

CONDENSED BALANCE SHEETS

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	2725,~~943~~321		$	116,658
Prepaid expenses		14,597			40,121
Prepaid expenses and deferred expenses		62,920			40,121
TOTAL CURRENT ASSETS		4288,~~540~~241			156,779
NONCURRENT ASSETS
Investments held in Trust Account		1,~~169~~181,~~431~~623			1,157,312
TOTAL ASSETS	$	1,~~211~~269,~~971~~864		$	1,314,091
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	~~414~~390,~~524~~814		$	348,395
Income taxes payable		~~292~~245,~~519~~033			284,492
Excise taxes payable		~~202~~212,~~794~~457			197,692
Promissory note – related party		~~690~~920,000			690,000
TOTAL CURRENT LIABILITIES		1,~~599~~768,~~837~~304			1,520,579
LONG TERM LIABILITIES
Deferred underwriting fee payable		2,070,000			2,070,000
TOTAL LIABILITIES		3,~~669~~838,~~837~~304			3,590,579
COMMITMENTS AND CONTINGENCIES
Common stock subject to possible redemption, $0.0001 par value, 101,104 shares at redemption value of $11.54 and $11.51 per share as of March 31, 2025 and December 31, 2024, respectively		1,166,671			1,163,879
Common stock subject to possible redemption, $0.0001 par value, 30,000,000 shares authorized, 101,104 shares issued and outstanding as of June 30, 2025 and December 31, 2024		1,166,352			1,163,879
STOCKHOLDERS’ DEFICIT
Common Stock; $0.0001 par value; 30,000,000 shares authorized; 2,800,900 issued and outstanding (excluding 101,104 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024		281			281
Common Stock; $0.0001 par value; 30,000,000 shares authorized; 2,800,900 issued and outstanding (excluding 101,104 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024		281			281
Additional paid-in capital		2,222,629			2,225,421
Accumulated deficit		(5,~~847~~957,~~447~~702	)		(5,666,069	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,~~624~~734,~~537~~792	)		(3,440,367	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,~~211~~269,~~971~~864		$	1,314,091

The accompanying notes are an integral part of the unaudited condensed financial statements.

MOUNTAIN CREST ACQUISITION CORP. V

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
General and administrative expenses	$	~~191~~120,~~225~~471		$	83145,~~769~~218		$	311,696		$	228,987
Loss from operations		(~~191~~120,~~225~~471	)		(83145,~~769~~218	)		(311,696	)		(228,987	)
Other income (expense):
Interest earned on investments held in Trust Account		12,~~119~~192			7375,~~585~~065			24,311			148,650
Interest expense		-			(~~1,055~~347	)		-			(1,402	)
Total other income (loss), net		12,119			72,530
Forgiveness of debt		-			26,024			-			26,024
Loss before provision for income taxes		(179,106	)		(11,239	)
Total other income, net		12,192			100,742			24,311			173,272
Provision for income taxes		(2,272	)		(14,298	)
Loss before provision for income taxes		(108,279	)		(44,476	)		(287,385	)		(55,715	)
Net loss	$	(181,378	)	$	(25,537	)
Provision for income taxes		(2,295	)		(20,115	)		(4,567	)		(34,413	)
Weighted average shares outstanding of redeemable common stock		101,104			519,321
Net loss	$	(110,574	)	$	(64,591	)	$	(291,952	)	$	(90,128	)
Basic and diluted (loss) income per share, redeemable common stock	$	(0.04	)	$	0.16
Weighted average shares outstanding of redeemable common stock		101,104			519,321			101,104			519,321
Weighted average shares outstanding of non-redeemable common stock		2,800,900			2,650,900
Basic and diluted (loss) income per share, redeemable common stock	$	(0.04	)	$	0.15		$	(0.08	)	$	0.31
Basic and diluted net loss per share, non-redeemable common stock	$	(0.06	)	$	(0.04	)
Weighted average shares outstanding of non-redeemable common stock		2,800,900			2,769,581			2,800,900			2,710,241
Basic and diluted net loss per share, non-redeemable common stock	$	(0.04	)	$	(0.05	)	$	(0.10	)	$	(0.09	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

MOUNTAIN CREST ACQUISITION CORP. V

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025

	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance – January 1, 2025		2,800,900	$	281	$	2,225,421		$	(5,666,069	)	$	(3,440,367	)
Accretion for common stock subject to redemption amount		-		-		(2,792	)		-			(2,792	)
Accretion for common stock to redemption amount		-		-		(2,792	)		-			(2,792	)
Net loss		-		-		-			(181,378	)		(181,378	)
Balance – March 31, 2025		2,800,900	$	281	$	2,222,629		$	(5,847,447	)	$	(3,624,537	)
Accretion for common stock to redemption amount		-		-		-			319			319
Net loss		-		-		-			(110,574	)		(110,574	)
Balance – June 30, 2025		2,800,900	$	281	$	2,222,629		$	(5,957,702	)	$	(3,734,792	)

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024

	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance – January 1, 2024		2,650,900	$	266	$	1,946,827		$	(5,244,248	)	$	(3,297,155	)
Accretion for common stock subject to redemption amount		-		-		(105,719	)		-			(105,719	)
Accretion for common stock to redemption amount		-		-		(105,719	)		-			(105,719	)
Net loss		-		-		-			(25,537	)		(25,537	)
Balance – March 31, 2024		2,650,900	$	266	$	1,841,108		$	(5,269,785	)	$	(3,428,411	)
Accretion for common stock to redemption amount		-		-		(102,144	)		-			(102,144	)
Conversion of promissory note payable – related party		150,000		15		599,985			-			600,000
Net loss		-		-		-			(64,591	)		(64,591	)
Balance – June 30, 2024		2,800,900	$	281	$	2,338,949		$	(5,334,376	)	$	(2,995,146	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

MOUNTAIN CREST ACQUISITION CORP. V

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(~~181~~291,~~378~~952	)	$	(2590,~~537~~128	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(1224,~~119~~311	)		(73148,~~585~~650	)
Interest expense		-			1,~~055~~402
Forgiveness of debt		-			(26,024	)
Changes in operating assets and liabilities:
Prepaid expenses		32,191			(43,655	)
Prepaid expenses and deferred expenses		(22,799	)		(68,248	)
Accounts payable and accrued expenses		5942,~~462~~419			(2191,~~920~~026	)
Excise tax payable		514,~~102~~765			-
Income taxes payable		8(39,~~027~~459	)		1434,~~298~~413
Net cash used in operating activities		(88321,~~715~~337	)		(~~130~~488,~~344~~261	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		-			(51103,~~932~~864	)
Net cash used in investing activities		-			(51103,~~932~~864	)
Cash Flows from Financing Activities:
Proceeds from promissory note – related party		-230,000			~~190~~650,000
Net cash provided by financing activities		-			190,000
Repayment of promissory note		-			(52,877	)
Net Change in Cash		(88,715	)		7,724
Net cash provided by financing activities		230,000			597,123
Net Change in Cash		(91,337	)		4,998
Cash – Beginning of period		116,658			16,089
Cash – End of period	$	2725,~~943~~321		$	2321,~~813~~087
Non-Cash Investing and Financing Activities:
Accretion for common stock subject to redemption amount	$	2,792		$	105,719
Accretion for common stock to redemption amount	$	2,473		$	213,328
Prepaid expenses	$	6,667		$	60,750
Conversion of promissory note – related party	$	-		$	600,000
Accounts payable and accrued expenses	$	6,667		$	60,750
Deferred expenses – unamortized part of annual service fee	$	4,167		$	4,167
Accounts payable for deferred expenses – unamortized part of annual service fee	$	4,167		$	4,167

The accompanying notes are an integral part of the unaudited condensed financial statements.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Mountain Crest Acquisition Corp. V (the “Company”) is a blank check company that was incorporated in Delaware on April 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on private companies in North America and Asia Pacific regions that have positive operating cash flow or compelling economics and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S. public capital markets. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~March 31~~June 30, 2025, the Company had not commenced any operations. All activity for the period from April 8, 2021 (inception) through ~~March 31~~June 30, 2025 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~will~~generates ~~generate~~ non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2021. On November 16, 2021, the Company consummated the Initial Public Offering of 6,000,000 units (the “Units”) and, with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”) included in the Units sold, the public shares sold in the Initial Public Offering (the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $60,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 205,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Global Holdings LLC (the “Sponsor”) generating gross proceeds of $2,050,000, which is described in Note 4.

Following the closing of the Initial Public Offering on November 16, 2021, an amount of $60,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), which was invested in money market funds, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account as described below.

On November 18, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $9,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 18,000 Private Units at $10.00 per Private Unit, generating total proceeds of $180,000. A net total of $9,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $69,000,000.

Transaction costs amounted to $5,090,361 consisting of $1,380,000 of underwriting fees, $2,070,000 of deferred underwriting fees and $1,640,361 of other offering costs (which includes $1,383,617 of Representative Shares (as defined in Note 6) at fair value. See Note 6).

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 6).

The Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to (a) vote its Insider Shares (as defined in Note 5), Private Shares and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

The Sponsor has agreed to (i) waive its redemption rights with respect to Insider Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Charter that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the period of time for the Company to complete a Business Combination (the “Combination Period”).

The Company initially had until November 16, 2022 (or until February 16, 2023 if the Company had executed a definitive agreement for a Business Combination by November 16, 2022 but had not completed the Business Combination by such date) to consummate a Business Combination. On October 19, 2022, upon the upon the execution of a Business Combination Agreement, the Combination Period under its Charter was extended for a period of 3 months from November 16, 2022 to February 16, 2023. Subsequently, as approved by its stockholders at the special meeting of stockholders held on December 20, 2022, the Company entered into an amendment to the Investment Management Trust Agreement, dated as of November 12, 2021, with Continental Stock Transfer & Trust Company, on December 20, 2022 (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company extended the Combination Period from February 16, 2023 to May 16, 2023 by depositing $300,000 into the Company’s trust account (the “Trust Account”) on February 15, 2023 (Note 6).

In connection with the stockholders’ vote at the special meeting of stockholders held by the Company on December 20, 2022, 4,965,892 shares were tendered for redemption.

On April 3, 2023, the Company received a notice from the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s listed securities failed to satisfy the $50,000,000 market value of listed securities (“MVLS”) requirement for continued listing on The Nasdaq Global Market (the “Global Market”) in accordance with Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”) based upon the Company’s MVLS for the 30 consecutive business days prior to the date of the notice. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until October 2, 2023, in which to regain compliance with the MVLS Requirement.

On April 7, 2023, the Company submitted its application to transfer the listing of its securities from the Global Market to The Nasdaq Capital Market (the “Capital Market”).

On May 12, 2023, the Company held a special meeting of stockholders, at which the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Company’s Charter, giving the Company the right to extend Combination Period from May 16, 2023 to February 16, 2024. In connection with the Extension Amendment, stockholders holding 1,405,134 shares of redeemable Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

On May 18, 2023, the Company received a second notice (the “May 18, 2023 Notice”) from Nasdaq, stating that the Company no longer satisfies the requirement to maintain a minimum of 1,100,000 publicly held shares (the “PHS Requirement”) for continued listing on the Global Market, according to the number of publicly held shares reported on its Form 8-K for May 12, 2023. The Company was provided 45 calendar days, or until July 3, 2023, to submit a plan to Nasdaq to regain compliance with the PHS Requirement.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

On June 27, 2023, the Company received a third notice from Nasdaq stating that the Company’s listed securities failed to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 which is a requirement for continued listing on the Global Market in accordance with Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Requirement”) based upon the Company’s MVPHS for the 30 consecutive business days prior to the date of the notice. In accordance with Nasdaq Listing 5810(c)(3)(D), the Company was provided a period of 180 calendar days, or until December 26, 2023, in which to regain compliance with the MVPHS Requirement.

On June 30, 2023, in response to Nasdaq’s May 18, 2023 Notice, the Company submitted a plan to Nasdaq to regain compliance with the PHS Requirement.

On July 18, 2023, the Company received a determination letter from Nasdaq advising it that the Nasdaq Staff has accepted the Company’s plan to regain compliance with the PHS Requirement provided that, on or before November 14, 2023, the Company must file with the SEC and Nasdaq a public document containing its current total shares outstanding and a beneficial ownership table in accordance with the SEC Proxy Rules. If the Company fails to file such public document by November 14, 2023, the Company may receive a notice that its securities will be delisted. In that case, the Company will have the opportunity to appeal that decision to a Listing Qualifications Panel.

As approved by its stockholders at the annual meeting held on August 21, 2023, the Company filed the No. 3 amendment to the Charter (a) to modify the terms and extend the Combination Period to November 16, 2024, provided that the Company deposits into the Trust Account an amount equal to $0.10 per outstanding Public Share for each three-month extension commencing on November 17, 2023 by revising paragraph E of Article Sixth of the Charter; (b) to eliminate the requirement to maintain $5,000,001 of net tangible book value prior to or upon consummation of a Business Combination by eliminating such requirement set forth in paragraph D of Article Sixth of the Charter; and (c) to permit prior to a Business Combination the issuance of Common Stock or securities convertible into Common Stock or the issuance of securities which vote as a class with the Common Stock on a Business Combination by eliminating the restrictions on such issuances set forth in paragraph G of Article Sixth of the Charter.

In connection with the stockholders’ vote at the annual meeting of stockholders held by the Company on August 21, 2023, 9,653 shares were tendered for redemption for a total of $101,373.

On October 23, 2023 the Company received approval (the “Approval”) from the Nasdaq Listing Qualifications Department of the Nasdaq that the Company’s application to transfer the listing of its Common Stock, units and rights from the Global Market to the Capital Market has been approved. The Common Stock, units and rights will be transferred to the Capital Market at the opening of business on October 27, 2023. Common stock, units and rights will continue to trade under the symbols “MCAG,” “MCAGU” and “MCAGR,” respectively and trading of its Common Stock, units and rights will be unaffected by this transfer. The Capital Market operates in substantially the same manner as the Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements.

As previously disclosed, the Company received three letters from Nasdaq indicating the Company failed to comply with certain continued listing requirements for the Global Market, specifically on: (i) April 3, 2023, the Company received a letter from Nasdaq stating that the Company’s listed securities failed to comply with the $50,000,000 market value of listed securities (“MVLS”) requirement for continued listing on the Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A) based upon the Company’s MVLS for the 30 consecutive business days prior to the date of the notice, (ii) May 18, 2023, the Company received a letter from Nasdaq stating that the Company failed to maintain the minimum 1,100,000 publicly held shares as required by the Nasdaq continued listing rules, and (iii) June 27, 2023, the Company received a letter from Nasdaq stating that the Company’s publicly held shares failed to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 which is a requirement for continued listing on the Global Market in accordance with Nasdaq Listing Rule 5450(b)(3)(C) based upon the Company’s MVPHS for the 30 consecutive business days prior to the date of the notice. Upon the transfer of the listing of the Company’s securities to the Capital Market on October 27, 2023, each of the above deficiencies will be resolved because the Company will no longer be subject to the continued listing requirements for the Global Market.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

On October 25, 2023, the Company issued a press release announcing its listing transfer to the Capital Market.

On November 9, 2023, the Company received a notice from Nasdaq stating that the staff determined that the Company met all the continued listing standards to phase down, including the $35,000,000 MVLS standard for the Capital Market. Accordingly, the Company has regained compliance with the Rule and this matter is now closed.

The Notice has no immediate effect on the listing of the Company’s securities on Nasdaq and in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a period of 180 calendar days, or until June 10, 2024, in which to regain compliance. In order to regain compliance, the MVLS of the Company must close at $35,000,000 or more for a minimum of ten consecutive business days during this 180-day period. On June 5, 2024, the Company received a notification letter from Nasdaq stating that for the last 10 consecutive business days, from May 21, 2024 to June 4, 2024, the Company’s MVLS has been $35,000,000 or greater. Accordingly, the Company has regained compliance with the MVLS Rule and this matter is now closed.

On each of November 15, 2023, February 16, 2024, May 15, 2024 and August 15, 2024 the Company deposited $51,932 to the Trust Account on each date, ultimately extending the Combination Period from November 16, 2023 to November 16, 2024.

On July 18, 2024, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing its Form 10-K for the year ended December 31, 2023 and Form 10-Q for the quarter ended March 31, 2024, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s common stock, units or rights on the Nasdaq Capital Market. In accordance with Nasdaq’s listing rules, the Company has 60 calendar days, or until September 2, 2024, after the Notice to submit a plan of compliance (the “Plan”) to Nasdaq addressing how the Company intends to regain compliance with Nasdaq’s listing rules, and Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-K, or October 14, 2024, to regain compliance.

On September 11, 2024, the Company received a letter from Nasdaq that stated based on the August 26, 2024 filing of the Company’s Form 10-K for the year ended December 31, 2023, the Staff has determined the Company complies with the Listing Rule and that the matter is now closed.

On October 4, 2024, the Company filed the June 30, 2024 10-Q with the SEC. On October 30, 2024, the Company received a letter from Nasdaq stating that the Company had regained compliance with the Listing Rule and that the matter is now closed.

On November 8, 2024, the Company held an annual meeting of stockholders (the “Annual Meeting”), in which the stockholders approved Amendment No. 4 to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”). This amendment extends the deadline for completing an initial business combination to November 16, 2025. In connection with the Annual Meeting, 418,217 shares of the Company’s publicly traded common stock were tendered for redemption for a total of $4,736,743.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

The Company received a notice, dated November 14, 2024 (the “Notice”) from the Nasdaq stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities are now subject to delisting. The Company’s registration statement, filed in connection with the Company’s IPO, became effective on November 12, 2021. Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company did not complete its initial business combination by November 12, 2024, the Company did not comply with IM-5101-2, and its securities are now delisted. The Company did not appeal Nasdaq’s determination to delist the Company securities and accordingly, the Company’s securities was suspended from trading on Nasdaq at the opening of business on November 21, 2024. However, the Company commenced trading its securities on the over-the-counter market on November 21, 2024.

On April 11, 2025, the Company filed a Form 25-NSE with the Securities and Exchange Commission, which removed the Company’s securities from listing and registration on the Nasdaq Stock Market.

Following the suspension of trading on The Nasdaq Capital Market, the Company’s Units, shares of Class A common stock and redeemable warrants are eligible to trade on the OTC Pink Marketplace under the symbols “MCAG”, “MCAGR” and “MCAGU ” respectively. On November 21, 2024, Nasdaq completed the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended, on Form 25 with the U.S. Securities and Exchange Commission.

Notwithstanding the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to continue to pursue a business combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Separately, in October 2023, Israel and certain Iranian-backed Palestinian forces began an armed conflict in Israel, the Gaza Strip, and surrounding areas, which threatens to spread to other Middle Eastern countries including Lebanon and Iran. The impact of these conflicts and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024. The Company is currently evaluating its options with respect to this obligation. Any amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. As of the date of filing of these financial statements, the Company has not filed an excise tax return for the year ended December 31, 2023 and 2024 nor paid the amount due. The Company recognized a total of $59,~~102~~663 and $14,765 in interest and penalties for the three and six months ended ~~March~~June 3130, 2025, respectively.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

On May 12, 2023, the Company’s stockholders elected to redeem 1,405,134 shares for a total of $14,591,037. On August 21, 2023, the Company’s stockholders elected to redeem 9,653 shares for a total of $101,372. On November 8, 2024, the Company’s stockholders elected to redeem 418,217 shares for a total of $4,736,743. The Company evaluated the classification and accounting of the share/ stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of ~~March~~June 3130, 2025 and concluded that it is probable that a contingent liability should be recorded. As of ~~March~~ June 3130, 2025 and December 31, 2024, the Company recorded $~~202~~212,~~794~~ 457 (inclusive of $514,~~102~~765 interest and penalties for the ~~three~~six months ended ~~March 31~~June 30, 2025) and $197,692 (inclusive of $3,401 interest and penalties for the year ended December 31, 2024), respectively, of excise tax liability calculated as 1% of the shares redeemed. The Company recognized a total of $818,~~503~~166 in interest and penalties through ~~March~~June 3130, 2025.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 16, 2025 to consummate the proposed Business Combination, provided that the Company deposits into the Trust Account an amount equal to $0.10 per outstanding Public Share for each three-month extension commencing on November 17, 2023. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 16, 2025. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by November 16, 2025.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2025, the Company had $2725,~~943~~321 of cash held outside its Trust Account for use as working capital (the “Working Capital”).

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below (see Note 5). To date, there were no amounts outstanding under any working capital loans.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

On February 15, 2023, the Company issued a non-interest bearing, unsecured promissory note in the aggregate principal amount of $300,000 (the “Note”) to the Sponsor. Pursuant to the Note, the Sponsor loaned the Company an aggregate amount of $300,000 that is due and payable upon the Company’s consummation of an initial Business Combination with a target business. The Note will either be paid upon consummation of the Company’s initial Business Combination, or, at the Sponsor’s discretion, converted upon consummation of the Company’s Business Combination into private units at a price of $10.00 per unit. The loan will be forgiven, except to the extent of any funds held outside of the trust account, by the Sponsor or its affiliates if the Company is unable to consummate an initial Business Combination during the Combination Period.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

On ~~March~~February 3115, 2023, the Company ~~and~~issued ~~UHY Advisors/UHY~~a ~~LLP,~~non-interest ~~the Company’s independent registered public accounting firm~~bearing, ~~entered into an~~ unsecured promissory note ~~for services rendered and unpaid~~ in the aggregate principal ~~sum~~amount of ~~one hundred eight thousand one dollars and ninety cents (~~$~~108~~300,~~001),~~000 ~~plus interest applied monthly on any un-paid balance at~~ (the ~~rate of eight (8%~~“Note”) ~~percent~~to ~~per~~the ~~year~~Sponsor. ~~until~~Pursuant ~~such~~to ~~sum~~the isNote, ~~fully~~the ~~paid.~~Sponsor ~~On August 21,~~loaned ~~2023,~~ the Company ~~and~~an ~~UHY~~aggregate ~~Advisors/UHY~~amount ~~LLP extended the due date~~ of ~~promissory note to October 31, 2023. If~~ $~~102~~300,~~877~~000 that is ~~paid~~ indue ~~full~~and onpayable ~~this~~upon ~~promissory~~the ~~note~~Company’s noconsummation ~~later~~of ~~than~~an ~~October 31,~~initial ~~2023,~~Business ~~all~~Combination ~~accrued~~with ~~finance~~a ~~charges~~target onbusiness. ~~this~~The ~~promissory~~Note ~~note~~ will be ~~forgiven.~~either ~~The~~be ~~promissory~~paid ~~note~~upon isconsummation ~~payable~~of by the Company’s ininitial ~~advance~~Business ~~without penalty. $5~~Combination,~~125~~ ~~of the balance was waived by UHY LLP. On November 6~~or, ~~2023,~~at the ~~Company~~Sponsor’s ~~and~~discretion, ~~UHY~~converted ~~Advisors/UHY~~upon ~~LLP~~consummation ~~further~~of ~~amended~~ the ~~promissory~~Company’s ~~note~~Business ~~by reducing~~Combination ~~the~~into ~~unpaid~~private ~~principal~~units ~~sum~~at toa ~~$58,001~~price ~~and extending the due date~~ of ~~the~~$10.00 ~~promissory~~per ~~note~~unit. toThe ~~January~~loan ~~31,~~will ~~2024.~~be ~~On May 22~~forgiven, ~~2024,~~except ~~UHY Advisors/UHY LLP has agreed~~ to ~~extinguish~~the ~~a total~~extent of ~~$179,035~~any ~~of liabilities~~funds toheld ~~UHY~~outside ~~Advisors/UHY LLP and all interest accrued~~ of ~~$6,989~~the ~~for a~~trust ~~settlement amount of $160~~account,~~000. As~~ ofby ~~March 31,~~the ~~2025,~~Sponsor ~~there~~or ~~were~~its noaffiliates ~~longer~~if ~~outstanding~~the ~~balance~~Company ~~and~~is ~~accrued~~unable ~~interest~~to ~~payable~~consummate ~~under~~an ~~this~~initial ~~note~~Business inCombination during the ~~accompanying balance~~Combination ~~sheets~~Period.

On March 31, 2023, the Company and UHY Advisors/UHY LLP, the Company’s previous independent registered public accounting firm, entered into an unsecured promissory note for services rendered and unpaid in the principal sum of one hundred eight thousand one dollars and ninety cents ($108,001), plus interest applied monthly on any un-paid balance at the rate of eight (8%) percent per year until such sum is fully paid. On August 21, 2023, the Company and UHY Advisors/UHY LLP extended the due date of promissory note to October 31, 2023. If $102,877 is paid in full on this promissory note no later than October 31, 2023, all accrued finance charges on this promissory note will be forgiven. The promissory note is payable by the Company in advance without penalty. $5,125 of the balance was waived by UHY LLP. On November 6, 2023, the Company and UHY Advisors/UHY LLP further amended the promissory note by reducing the unpaid principal sum to $58,001 and extending the due date of the promissory note to January 31, 2024. On May 22, 2024, UHY Advisors/UHY LLP has agreed to extinguish a total of $179,035 of liabilities to UHY Advisors/UHY LLP and all interest accrued of $6,989 for a settlement amount of $160,000. As of June 30, 2025, there were no longer outstanding balance and accrued interest payable under this note in the accompanying balance sheets.

On May 16, 2023, the Company and the Sponsor entered into an amendment to the Note, pursuant to which the Note and the forgiveness term was extended from May 16, 2023 to November 16, 2024. On September 13, 2023, as approved by the Company’s audit committee, the Company entered into a note conversion agreement (the “Note Conversion Agreement”) with the Sponsor, to convert the Note into 75,000 shares of the Company’s Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance of 75,000 shares of Common Stock (Note 7).

On October 30, 2023, the Company issued an unsecured promissory note in the aggregate principal amount up to $400,000 (the “2023 Note”) to the Company’s Sponsor. Pursuant to the 2023 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $400,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the 2023 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial Business Combination with a target business, or (ii) the date the Company liquidates if a Business Combination is not consummated. The 2023 Note does not bear interest. In the event that the Company does not consummate a Business Combination, the 2023 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the 2023 Note will be used by the Company for working capital purposes.

On April 3, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “2024 Note” and together with the 2023 Note, the “Notes”) to the Sponsor. Pursuant to the 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the 2024 Note will be used by the Company for working capital purposes.

As of March 31, 2025 and December 31, 2024, there were no longer outstanding amounts under the Notes.

On April 30, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “April 2024 Note”) to the Sponsor. Pursuant to the April 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2024 Note will be used by the Company for working capital purposes. As of March 31, 2025 and December 31, 2024, there was $300,000 outstanding amounts under this April 2024 Note.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

On August 14, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “August 2024 Note”) to the Sponsor. Pursuant to the August 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the August 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the August 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. As of ~~March~~June 3130, 2025 and December 31, 2024, there ~~was~~were ~~$390,000~~ no longer outstanding ~~amount~~amounts under ~~this~~the ~~August 2024 Note~~Notes.

On April 30, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “April 2024 Note”) to the Sponsor. Pursuant to the April 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2024 Note will be used by the Company for working capital purposes. As of June 30, 2025 and December 31, 2024, there was $300,000 outstanding amounts under this April 2024 Note.

On August 14, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “August 2024 Note”) to the Sponsor. Pursuant to the August 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the August 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the August 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. As of June 30, 2025 and December 31, 2024, there was $500,000 and $390,000 outstanding amount under this August 2024 Note, respectively.

On April 25, 2025, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “April 2025 Note”) to the Company’s sponsor. Pursuant to the April 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2025 Note will be used by the Company for working capital purposes. As of June 30, 2025, there was $120,000 outstanding amount under this April 2025 Note with $380,000 available for withdrawal.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the SEC on April 1, 2025. The interim results for the three and six months ended ~~March 31~~June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

Emerging Growth Company

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At ~~March~~June 3130, 2025 and December 31, 2024, the Company had no cash equivalents.

~~Investment~~Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest earned on ~~marketable~~investments ~~securities~~ held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Interest income earned on these investments is fully reinvested into the Investments held in the Trust Account and therefore considered as an adjustment to reconcile net profit/(loss) to net cash used in operating activities in the Statements of Cash Flows. Such interest income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of Business Combination.

Common Stock Subject to Possible Redemption

The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

In connection with the stockholders’ vote at the special meetings of stockholders held by the Company on December 20, 2022, May 12, 2023, August 21, 2023 and November 8, 2024, 4,965,892, 1,405,134, 9,653 and 418,217 shares of Common Stock were tendered for redemption, respectively.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

~~Accordingly, at March 31, 2025 and December 31, 2024 101,104 shares of~~ Common Stock ~~subject~~Subject to ~~possible~~Possible ~~redemption is presented at redemption value of $11.54 and $11.51, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.~~Redemption

AtThe ~~March~~Company ~~31,~~accounts ~~2025~~for ~~and~~its ~~December 31,~~Common ~~2024,~~Stock subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock ~~reflected~~(including inCommon Stock that features redemption rights that is either within the ~~balance~~control ~~sheets~~of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are ~~reconciled~~considered into be outside of the ~~following~~Company’s ~~table:~~control and subject to occurrence of uncertain future events.

Scheduled of Common Stock subject to possible redemption
Common stock subject to possible redemption, December 31, 2023	$	5,579,231
Plus:
Accretion of carrying value to redemption value		321,391
Less
Redemptions of Common Stock		(4,736,743	)
Common stock subject to possible redemption, December 31, 2024	$	1,163,879
Plus:
Accretion of carrying value to redemption value		2,792
Less
Redemptions of Common Stock		-
Common stock subject to possible redemption, March 31, 2025	$	1,166,671

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. As of June 30, 2025 and 2024, the Company recorded an accretion of $2,473 and $207,863, respectively, which is in accumulated deficit.

Accordingly, at June 30, 2025 and December 31, 2024 101,104 shares of Common Stock subject to possible redemption is presented at redemption value of $11.54 and $11.51, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At June 30, 2025 and December 31, 2024, the Common Stock reflected in the balance sheets are reconciled in the following table:


Common stock subject to possible redemption, December 31, 2023	$	5,579,231
Plus:
Accretion of carrying value to redemption value		321,391
Less
Redemptions of Common Stock		(4,736,743	)
Common stock subject to possible redemption, December 31, 2024		1,163,879
Plus:
Accretion of carrying value to redemption value		2,473
Less
Redemptions of Common Stock		-
Common stock subject to possible redemption, June 30, 2025	$	1,166,352

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Common Stock issued were initially charged to temporary equity and then accreted to Common Stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $5,090,361 consisting of $1,380,000 of underwriting fees, $2,070,000 of deferred underwriting fees and $1,640,361 of other offering costs. These were charged to stockholders’ deficit upon the completion of the Initial Public Offering. $4,657,681 was allocated to Public Shares and charged to temporary equity, and $432,681 was allocated to public rights and charged to stockholders’ deficit.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of ~~March 31~~June 30, 2025 and December 31, 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was (12.2712%) and 146.92% for the three months ended June 30, 2025 and 2024, respectively, and (~~127~~1.2259%) and 138.04% for the ~~period~~six months ended ~~March~~June 3130, 2025 and 2024, respectively. The effective tax rate differs from the statutory tax rate of 21% for the period ended ~~March~~June 3130, 2025 and 2024, due to change in valuation allowance and interest and penalties.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to income taxes and unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of ~~March~~June 3130, 2025 and December 31, 2024. Amounts accrued for interest and penalties were $514,~~755~~471 and $51,813, respectively as of ~~March~~June 3130, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Loss ~~(Income)~~ per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statement of operations includes a presentation of (loss) ~~income~~ per redeemable public share and (loss) ~~income~~ per non-redeemable share following the two-class method of loss per share. In order to determine the net (loss) ~~income~~ attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total (loss) ~~income~~ allocable to both sets of shares. This is calculated using the total net (loss) ~~income~~ less any dividends paid. For purposes of calculating net (loss) ~~income~~ per share, any remeasurement of the accretion to redemption value of the redeemable shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total (loss) ~~income~~ allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 3% for the redeemable Public Shares and 97% for the non-redeemable shares for the period ended ~~March 31~~June 30, 2025 and 16% for the redeemable Public Shares and 84% for the non-redeemable shares for the period ended ~~March~~June 3130, 2024, reflective of the respective participation rights.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

The earnings per share presented in the statements of operations is based on the following:

Schedule of earning per share
	For the Three Months Ended March 31,
	For the three months ended June 30,						For the six months ended June 30,
	2025			2024			2025			2024
Net loss	$	(~~181~~110,~~378~~574	)	$	(2564,~~537~~591	)	$	(291,952	)	$	(90,128	)
Accretion of temporary equity to redemption value		(2,792	)		(105,719	)
(Accretion) decay of temporary equity to redemption value		319			(102,144	)		(2,473	)		(207,863	)
Allocation of adjusted net loss including accretion of temporary equity	$	(~~184~~110,~~170~~255	)	$	(~~131~~166,~~256~~735	)	$	(294,425	)	$	(297,991	)

Schedule of basic and diluted net loss per share
	For the Three Months Ended March 31,
	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	2025						2024						2025						2024
	Redeemable			Non-redeemable			Redeemable			Non-redeemable			Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(63,~~416~~841	)	$	(~~177~~106,~~754~~414	)	$	(2126,~~501~~328	)	$	(~~109~~140,~~755~~407	)	$	(10,258	)	$	(284,168	)	$	(47,918	)	$	(250,073	)
Accretion of temporary equity to redemption value		~~2,792~~(319	)		-			~~105~~102,~~719~~144			-			2,473			-			207,863			-
Allocation of net (loss) income	$	(3,624	)	$	(177,754	)	$	84,218		$	(109,755	)
Allocation of net loss	$	(4,160	)	$	(106,414	)	$	75,816		$	(140,407	)	$	(7,785	)	$	(284,168	)	$	159,945		$	(250,073	)
Denominator:
Weighted-average shares outstanding		101,104			2,800,900			519,321			2,~~650~~769,~~900~~581			101,104			2,800,900			519,321			2,710,241
Basic and diluted net (loss) income per share	$	(0.04	)	$	(0.0604	)	$	0.1615		$	(0.0405	)	$	(0.08	)	$	(0.10	)	$	0.31		$	(0.09	)

As of ~~March 31~~June 30, 2025 and December 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the Company’s earnings. As a result, diluted (loss) ~~income~~ per share is the same as basic (loss) ~~income~~ per share for the periods presented.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At ~~March~~June 3130, 2025 and December 31, 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

~~Recent Accounting Standards~~18

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU became effective as of December 31, 2024 and the Company’s management adopted in its financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03 and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220-40): Disaggregation of Income Statement Expenses (ASU 2025-01). The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company’s management is currently assessing the effect that adoption of this guidance will have on its financial statements and disclosures.

In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 (ASU 2025-02), which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its financial statements and disclosures.

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024 and for all other entities after December 15, 2025. Early adoption is permitted. Since the Company elected not to opt out of the extended transition period offered to emerging growth companies, which defers adoption of new or revised financial accounting standards until private companies are required to comply, the Company will adopt ASU 2023-09 for the fiscal year beginning after December 15, 2025. The Company does not expect the adoption to have a material impact on the accompanying financial statements and disclosures.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 6,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consisted of one share of Common Stock and one right (“Public Right”). Each Public Right entitled the holder to receive one-tenth of one share of Common Stock at the closing of a Business Combination (see Note 7). On November 18, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $9,000,000.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, on November 16, 2021, the Sponsor purchased an aggregate of 205,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,050,000, in a private placement. In connection with the underwriters’ full exercise of their over-allotment option, on November 18, 2021, the Company also consummated the sale of an additional 18,000 Private Units at $10.00 per Private Unit, generating total proceeds of $180,000. Each Private Unit consists of one share of Common Stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth of one share of Common Stock at the closing of a Business Combination. The proceeds from the Private Units were be added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

(Unaudited)

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On April 8, 2021, the Company issued 1,437,500 shares of Common Stock (the “Insider Shares”) to the Sponsor for an aggregate purchase price of $25,000. The 1,437,500 Insider Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). In connection with the increase in the size of the offering, on November 2, 2021, the company declared a 20% stock dividend on each insider share thereby increasing the number of issued and outstanding Insider Shares to 1,725,000, including up to an aggregate of 225,000 shares of Common Stock subject to forfeiture by our insiders to the extent that the underwriters’ over-allotment option is not exercised in full or in part. The stock dividend was considered in substance a recapitalization transaction, which was recorded and presented retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on November 18, 2021, no Insider Shares are currently subject to forfeiture.

Administrative Support Agreement

The Company agreed, commencing on November 12, 2021, to pay the Sponsor, affiliates, or advisors a total of up to $10,000 per month for office space, utilities, out of pocket expenses, and secretarial and administrative support. The arrangement will terminate upon the earlier of the Company’s consummation of a Business Combination or its liquidation. For the three and six months ended ~~March~~ June 3130, 2025 and 2024, the Company incurred and paid $30,000 and $3060,000 in fees for these services, respectively.

Promissory Notes — Related Parties

On April 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable on the completion of the closing of the Initial Public Offering. The Note was paid in full on November 16, 2021. The Company can no longer borrow against this note.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

Promissory Notes — Related Parties

As of ~~March~~June 3130, 2025 and December 31, 2024, there were no longer outstanding amounts under the Notes.

On April 30, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “April 2024 Note”) to the Sponsor. Pursuant to the April 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2024 Note will be used by the Company for working capital purposes. As of ~~March~~June 3130, 2025 and December 31, 2024, there was $300,000 outstanding amounts under this April 2024 Note.

On August 14, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “August 2024 Note”) to the Sponsor. Pursuant to the August 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the August 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the August 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. As of ~~March~~June 3130, 2025 and December 31, 2024, there was $500,000 and $390,000 outstanding amount under this August 2024 Note, respectively.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into Private Units at a price of $10.00 per unit. The Private Units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held In the Trust Account would be used to repay the Working Capital Loans.

On September 13, 2023, as approved by the Company’s audit committee, the Company entered into the Note Conversion Agreement with the Sponsor, to convert the Note into 75,000 shares of the Company’s Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance of 75,000 shares of Common Stock (Note 6).

As of ~~March~~June 3130, 2025 and December 31, 2024, there were no outstanding amounts under the Note issued on February 15, 2023.

NOTE 6. COMMITMENTS & CONTINGENCIES

Professional Fee

The Company paid legal counsel a retainer of $25,000 upon filing the registration statement and $100,000 upon the closing of the Initial Public Offering and agreed to pay $50,000 upon closing of a Business Combination.

The Company entered into an agreement with its legal counsel relating to Business Combination services. The Company has accrued fees to its legal counsel in the amount of $25,000 upon execution of the agreement, $50,000 upon the execution of the Business Combination agreement with the target, and $25,000 upon the filing of a proxy statement or S-4 registration statement relating to the Company Merger with the SEC. In the event that the Business Combination does not close, and the Company receives a break-up fee or similar payment from the target company, the Company agrees to pay its legal counsel the balance of their fees, up to the amount of $300,000, from the payment, in which case the total fee shall not exceed $400,000 inclusive of the accrued payments set forth above. If the Business Combination is consummated, at closing legal counsel shall receive $400,000, inclusive of the accrued payments set forth above.

Underwriting Agreement

The Company paid an underwriting fee of $0.20 per Unit (6,900,000 Units), or $1,380,000, in total which includes the fee due upon the full exercise of the underwriters’ over-allotment option.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

The underwriters are entitled to a deferred fee of $0.30 per unit, or $2,070,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Representative Shares

The Company issued to the underwriter and/or its designees 177,900 shares of Common Stock (the “Representative Shares”). The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholder’s equity. The Company estimates the fair value of Representative Shares to be $1,383,617 based upon the offering price of the shares of $7.78 per share. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

Business Combination Agreement

On August 29, 2024, the Company entered into that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “BCA”), by and between the Company 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 the Company with the Company 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 Combination, by virtue of the Share Swap, the right to each CUBEBIO Common Share held by Swapping Shareholders shall be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and non-assessable PubCo Ordinary Shares equal to the CUBEBIO Exchange Ratio, which shall be an amount obtained by dividing (i) the number of PubCo Ordinary Shares equal to the quotient of the $375,000,000 divided by $10.00 by (ii) the aggregate number of CUBEBIO Common Shares, the number of CUBEBIO Common Shares subject to such CUBEBIO Options and the number of CUBEBIO Common Shares subject to such CUBEBIO Warrants outstanding immediately prior to the Merger Effective Time.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

The Closing

The Company and CUBEBIO have agreed that the closing of the Business Combination (the “Closing”) shall occur no later than the date that is the earlier of (i) May 15, 2025 or (ii) the date by which the Company must consummate its initial business combination under its Governing Documents, which may be amended pursuant to Section 8.2 of the BCA, which provides that if, on or before October 1, 2024, the Proxy Clearance Date has not occurred, and BCA has not otherwise been terminated in accordance with its terms, the Company shall promptly prepare and file with the SEC a proxy statement pursuant to which it will seek approval to extend the time period for SPAC to consummate its initial business combination under its Governing Documents for up to six (6) months to at least May 15, 2025, at the sole option of the Company, unless the closing of such business combination has been consummated (the “Outside Date”).

Representations and Warranties

In the BCA, CUBEBIO makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the BCA) relating to, among other things: (a) proper corporate existence and power of CUBEBIO and its subsidiaries (together, the “CUBEBIO Parties”) and similar corporate matters; (b) subsidiaries of CUBEBIO, (c) capitalization, (d) authorization, execution, delivery and enforceability of the BCA and other Transaction Agreements; (c) consents, required approvals and non-contravention; (d) financial statements, (e) liabilities, (f) absence of certain events, (g) litigation, (h) employee benefits, (i) labor matters, (j) title to properties, (k) taxes, (l) environmental matters, (m) brokers and third party expenses, (n) intellectual property, (o) material contracts, (p) insurance, (q) interested party transactions, (r) information supplied, (s) anti-bribery and anti-corruption compliance, (t) international trade, sanctions and anti-money laundering matters (u) board approval and shareholder vote, (v) CUBEBIO’s products and (w) disclaimer of other representations and warranties.

The Company also makes certain representations and warranties relating to, among other things: (a) organization, qualification and standing; (b) capitalization, (c) authorization, execution, delivery and enforceability of the BCA and other Transaction Documents; (c) consents and non-contravention, (d) approvals, (e) MCAG SEC reports and financial statements (f) absence of certain events, (g) litigation, (h) business activities, (i) MCAG contracts, (j) MCAG listing, (k) trust account, (l) taxes, (m) information supplied, (n) employee benefits, (o) board approval and shareholder vote, (p) Investment Act and JOBS Act, (q) affiliate transactions, (r) brokers and (s) disclaimer of other representations and warranties.

Vendor Liability and Note Conversion Agreement

On September 13, 2023, the Company entered into four separate vendor liability conversion agreements (the “Vendor Liability Conversion Agreements”) with four of the Company’s vendors. Pursuant to the Vendor Liability Conversion Agreements, an aggregate of $1,800,000 of the service fees due to the vendors have been converted into an aggregate of 450,000 shares Company’s Common Stock based upon a conversion price of $4.00 per share. Accordingly, the Company satisfied aggregate vendor liabilities of $1,800,000 in exchange for the issuance of 450,000 shares of Common Stock. The Company determined the $4.00 per share approximates the fair value of the Common Stock as the shares being issued are restricted as such no gain or loss was recognized on settlement of the liability.

On February 15, 2023, the Company issued a non-interest bearing, unsecured promissory note in the aggregate principal amount of $300,000 (the “Note”) to the Sponsor. Pursuant to the Note, the Sponsor loaned the Company an aggregate amount of $300,000 that is due and payable upon the Company’s consummation of an initial Business Combination with a target business. The Note would either be paid upon consummation of the Company’s initial Business Combination, or, at the Sponsor’s discretion, converted into private units at a price of $10.00 per unit. On September 13, 2023, as approved by the Company’s audit committee, the Company entered into the Note Conversion Agreement with the Sponsor, to convert the Note into 75,000 shares of the Company’s Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance of 75,000 shares of Common Stock. The Company determined the $4.00 per share approximates the fair value of the Common Stock as the shares being issued are restricted as such no gain or loss was recognized on settlement of the liability.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2025

(Unaudited)

Pursuant to the Vendor Liability Conversion Agreements and the Note Conversion Agreement, the vendors and the Sponsor have (i) one demand registration of the sale of such shares at the Company’s expense, and (ii) unlimited “piggyback” registration rights, both for a period of five (5) years after the closing of the Company’s initial Business Combination at the Company’s expense.

On October 30, 2023, the Company issued an unsecured promissory note in the aggregate principal amount up to $400,000 (the “2023 Note”) to the Company’s Sponsor. Pursuant to the 2023 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $400,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. On April 3, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “2024 Note” and together with the 2023 Note, the “Notes”) to the Sponsor. Pursuant to the 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. Collectively the principal amount outstanding under the Notes was $600,000 (the “Principal Amount due under the Notes”)

On April 19, 2024, as approved by the Company’s audit committee, the Company entered into a note conversion agreement (the “Note Conversion Agreement”) with the Sponsor, to convert the Principal Amount due under the Notes into 150,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Accordingly, the Company satisfied the Notes in exchange for the issuance of 150,000 shares of Common Stock. Pursuant to the Note Conversion Agreement, the Sponsor has (i) one demand registration of the sale of such shares at the Company’s expense, and (ii) unlimited “piggyback” registration rights, both for a period of five (5) years after the closing of the Company’s initial business combination at the Company’s expense. The most significant assumptions used in the fair value estimate was the probability of a business combination of 38% applied to the Company’s trading stock price.

On April 20, 2024, an aggregate of 150,000 shares of the Company’s Common Stock has been issued pursuant to the Note Conversion Agreement, in full payment and satisfaction of the Notes in the principal amount of $600,000. The Company has relied upon Sections 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended, in connection with the conversion, as the shares were issued to sophisticated investors without a view to distribution, and were not issued through any general solicitation or advertisement. The Company determined the $4.00 per share approximates the fair value of the Common Stock as the shares being issued are restricted as such no gain or loss was recognized on settlement of the liability.

NOTE 7. STOCKHOLDERS’ DEFICIT

Common Stock

The Company is authorized to issue 30,000,000 shares of Common Stock with a par value of $0.0001 per share. At May 27, 2021, there were 1,437,500 shares of Common Stock issued and outstanding, of which up to an aggregate of 187,500 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full so that the Sponsor will own 20% of the issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). In connection with the increase in the size of the offering, on November 2, 2021, the Company declared a 20% stock dividend on each insider share thereby increasing the number of issued and outstanding Insider Shares to 1,725,000, including up to an aggregate of 225,000 shares of Common Stock subject to forfeiture by our insiders to the extent that the underwriters’ over-allotment option is not exercised in full or in part. According to ASC 260-10-55, the stock dividend was considered in substance a recapitalization transaction, which was recorded and presented retroactively.

As a result of the underwriters’ election to fully exercise their over-allotment option on November 18, 2021, no Insider Shares are currently subject to forfeiture. At ~~March~~June 3130, 2025 and December 31, 2024, there were 2,800,900 shares of Common Stock issued and outstanding, excluding 101,104 of Common Stock subject to possible redemption which are presented as temporary equity, respectively.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

Rights

Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of Common Stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Charter with respect to its pre-Business Combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination.

The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination.

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its securities in the Trust Account that are invested in funds, such as Mutual Funds or Money Market Funds, that primarily invest in U.S. Treasury and equivalent securities as Trading Securities in accordance with ASC Topic 320 “Investments–Debt and Equity Securities. Trading Securities are recorded at fair market value on the accompanying balance sheets.

At ~~March 31~~June 30, 2025, assets held in the Trust Account were comprised of $1,~~169~~181,~~431~~ 623 in a mutual fund that is invested primarily in U.S. Treasury Securities. For the period ended ~~March~~June 3130, 2025, the Company did not withdraw any of the interest earned on the Trust Account.

At December 31, 2024, assets held in the Trust Account were comprised of $1,157,312 in a mutual fund that is invested primarily in U.S. Treasury Securities. For the period ended December 31, 2024, the Company withdrew $140,442 of the interest earned on the Trust Account to pay franchise and income taxes and $4,736,743 in connection with the redemption of shares.

MOUNTAIN CREST ACQUISITION CORP. V

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(Unaudited)

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at ~~March~~June 3130, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Scheduled of fair value measurements
	Trading Securities	Level	Fair Value
March 31, 2025	Investments held in Trust Account - Mutual Fund	1	$	1,169,431
June 30, 2025	Investments held in Trust Account - Mutual Fund	1	$	1,181,623
December 31, 2024	Investments held in Trust Account - Mutual Fund	1	$	1,157,312

NOTE 9. SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Schedule of segment information
	For the Three Months Ended March 31, 2025		For the Three Months Ended March 31, 2024
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
General and administrative expenses	$	191,225	$	83,769
	2025		2024		2025		2024
Interest earned on investments held in Trust Account	$	12,119	$	73,585
General and administrative expenses	$	120,471	$	145,218	$	311,696	$	228,987
Interest earned on investments held in Trust Account	$	12,192	$	75,065	$	24,311	$	148,650

The key measures of segment profit or loss reviewed by our CODM are interest earned on investments held in Trust Account and general and administrative expenses. The CODM reviews interest earned on investments held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On April 11, 2025, the Company received a delisting notice from Nasdaq.

On April 25, 2025, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “2025 Note”) to the Company’s sponsor. Pursuant to the 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the 2025 Note will be used by the Company for working capital purposes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Mountain Crest Acquisition Corp. V. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Mountain Crest Global Holdings LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2025. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on April 8, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Units, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

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”).

28The 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 Delaware corporation and a direct, wholly-owned subsidiary of Holdco, executed a joinder agreement with the Company and AUM and joined the Business Combination Agreement as parties. The Business Combination Agreement would have provided, subject to its terms and conditions, for the initial business combination of the Company (the “Business Combination”). On May 22, 2023, the Company filed a definitive proxy statement on Schedule 14A, as amended on May 24, 2023 to solicit its stockholders’ voting on the Business Combination Agreement, among other proposals, at a special meeting of stockholders scheduled to be held on June 23, 2023 at 10:00 a.m., Eastern Time, or any postponement or adjournment. The proxy statement also provides that the Company’s stockholders may request to redeem his/her shares by submitting the request in writing to the Company’s transfer agent by June 21, 2023. On June 8, 2023, the Company received a termination notice from AUM. The Notice terminated the Business Combination Agreement as of June 8, 2023.

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 Delaware corporation and a direct, wholly-owned subsidiary of Holdco, executed a joinder agreement with the Company and AUM and joined the Business Combination Agreement as parties. The Business Combination Agreement would have provided, subject to its terms and conditions, for the initial business combination of the Company (the “Business Combination”). On May 22, 2023, the Company filed a definitive proxy statement on Schedule 14A, as amended on May 24, 2023 to solicit its stockholders’ voting on the Business Combination Agreement, among other proposals, at a special meeting of stockholders scheduled to be held on June 23, 2023 at 10:00 a.m., Eastern Time, or any postponement or adjournment. The proxy statement also provides that the Company’s stockholders may request to redeem his/her shares by submitting the request in writing to the Company’s transfer agent by June 21, 2023. On June 8, 2023, the Company received a termination notice from AUM. The Notice terminated the Business Combination Agreement as of June 8, 2023.28

On October 23, 2023 the Company received approval (the “Approval”) from the Nasdaq Listing Qualifications Department of the Nasdaq that the Company’s application to transfer the listing of its Common Stock, units and rights from The Nasdaq Global Market (the “Global Market”) to The Nasdaq Capital Market has been approved. The Common Stock, units and rights will be transferred to The Nasdaq Capital Market at the opening of business on October 27, 2023. Common stock, units and rights will continue to trade under the symbols “MCAG,” “MCAGU” and “MCAGR,” respectively and trading of its Common Stock, units and rights will be unaffected by this transfer. The Nasdaq Capital Market operates in substantially the same manner as the Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements.

On November 9, 2023, the Company received a notice from Nasdaq stating that the staff determined that the Company met all the continued listing standards to phase down, including the $35,000,000 MVLS standard for The Nasdaq Capital Market. Accordingly, the Company has regained compliance with the Rule and this matter is now closed.

On November 15, 2023, the Company extended the period of time for the Company to complete a Business Combination (the “Combination Period”) from November 16, 2023 to February 16, 2024 by depositing $51,932 into its trust account.

On December 13, 2023, the Company received a notice from the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company’s listed securities failed to comply with the $35,000,000 market value of listed securities (“MVLS”) requirement for continued listing on The Nasdaq Capital Market in accordance with Nasdaq Listing Rule 5550(b)(2) based upon the Company’s MVLS for the 30 consecutive business days prior to the date of the Notice. On June 5, 2024, the Company received a notification letter from Nasdaq stating that for the last 10 consecutive business days, from May 21, 2024 to June 4, 2024, the Company’s MVLS has been $35,000,000 or greater. Accordingly, the Company has regained compliance with the MVLS Rule and this matter is now closed.

29On April 3, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “2024 Note” and together with the 2023 Note, the “Notes”) to the Sponsor. Pursuant to the 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the 2024 Note will be used by the Company for working capital purposes.

On April 3 19, 2024, ~~the~~as ~~Company~~approved ~~issued~~by anthe ~~unsecured~~Company’s ~~promissory~~audit ~~note~~committee, in the ~~aggregate~~Company ~~principal~~entered ~~amount~~into upa tonote ~~$300,000~~conversion agreement (the “~~2024~~ Note” ~~and~~Conversion ~~together~~Agreement”) with the ~~2023 Note~~Sponsor, ~~the “Notes”)~~ to convert the ~~Sponsor.~~Principal ~~Pursuant~~Amount todue ~~the~~under ~~2024 Note,~~ the ~~Sponsor~~Notes ~~agreed~~into to150,000 ~~loan~~shares toof the Company’s ancommon ~~aggregate~~stock, ~~amount~~par upvalue to $~~300,000~~0.0001 ~~that~~per ~~may~~share be(the ~~drawn~~“Common ~~down~~Stock”). byAccordingly, the Company ~~from~~satisfied ~~time~~the toNotes ~~time~~in byexchange ~~written~~for ~~notice~~the toissuance ~~the~~of ~~Sponsor.~~150,000 ~~The~~shares ~~aggregate~~of ~~amount~~Common ~~advanced~~Stock. ~~under~~Pursuant to the ~~2024~~ Note isConversion ~~due~~Agreement, ~~payable by~~ the ~~Company~~Sponsor onhas ~~the earlier of:~~ (i) ~~the~~one ~~date~~demand onregistration ~~which~~of ~~Company~~the ~~consummates~~sale anof ~~initial~~such ~~business~~shares ~~combination~~at ~~with~~the aCompany’s ~~target business~~expense, orand (ii) ~~the~~unlimited ~~date~~“piggyback” ~~the~~registration ~~Company~~rights, ~~liquidates~~both iffor a ~~business~~period ~~combination~~of isfive ~~not~~(5) ~~consummated.~~years ~~The~~after ~~2024 Note does not bear interest. In~~ the ~~event~~closing ~~that~~of the Company’s ~~does~~initial ~~not consummate a~~ business combination, ~~the~~at ~~2024 Note will be repaid only from amounts remaining outside of~~ the Company’s ~~trust account, if any~~expense. ~~The proceeds of the 2024 Note will be used by the Company for working capital purposes.~~

On May 2, 2024, the Company issued a press release announcing that it had entered into a non-binding term sheet, dated April 26, 2024, with CUBEBIO Co., Ltd., a Korea-based company (“CUBEBIO”), for a proposed business combination through which CUBEBIO plans to become a public company with its securities listed on The Nasdaq Stock Market (“Nasdaq”).

On each of February 16, 2024, May 15, 2024 and August 15, 2024 the Company deposited $51,932 to the Trust Account, extending the Combination Period from February 16, 2024 to November 16, 2024.

On May 22, 2024, UHY Advisors/UHY LLP has agreed to extinguish a total of $179,035 of liabilities to UHY Advisors/UHY LLP and all interest accrued of $6,989 for a settlement amount of $160,000.

On June 5, 2024, the Company received a notification letter from Nasdaq stating that for the last 10 consecutive business days, from May 21, 2024 to June 4, 2024, the Company’s MVLS has been $35,000,000 or greater. Accordingly, the Company has regained compliance with the MVLS Rule and this matter is now closed.

On July 18, 2024, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing its Form 10-K and Form 10-Q for the quarter ended March 31, 2024, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s common stock, units or rights on the Nasdaq Capital Market. In accordance with Nasdaq’s listing rules, the Company has 60 calendar days, or until September 2, 2024, after the Notice to submit a plan of compliance (the “Plan”) to Nasdaq addressing how the Company intends to regain compliance with Nasdaq’s listing rules, and Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-K, or October 14, 2024, to regain compliance.

On August 14, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “August 2024 Note”) to the Sponsor. Pursuant to the August 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the August 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the August 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. As of June 30, 2025 and December 31, 2024, there was $500,000 and $390,000 outstanding amount under this August 2024 Note, respectively.

On ~~August 14~~September 11, 2024, the Company ~~issued~~received ~~an unsecured~~a ~~promissory~~letter ~~note~~from inNasdaq ~~the~~that ~~aggregate~~stated ~~principal~~based ~~amount~~on ~~up to $500,000 (~~the “August 26, 2024 ~~Note”)~~filing toof the ~~Sponsor. Pursuant~~Company’s toForm ~~the~~10-K ~~August~~for ~~2024 Note,~~ the ~~Sponsor~~year ~~agreed~~ended toDecember 31, ~~loan to the Company an aggregate amount up to $500~~2023,~~000~~ ~~that may be drawn down by~~ the ~~Company~~Staff ~~from~~has ~~time~~determined ~~to time by written notice to~~ the ~~Sponsor. The aggregate amount advanced under the August 2024 Note is due payable by the~~ Company oncomplies ~~the earlier of: (i) the date on which Company consummates an initial business combination~~ with ~~a target business, or (ii)~~ the ~~date~~Listing ~~the~~Rule ~~Company~~and ~~liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In the event~~ that the ~~Company~~matter ~~does~~is ~~not~~now ~~consummate a business combination, the August 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any~~closed. ~~As of March 31, 2025 and December 31, 2024, there was $390,000 outstanding amount under this August 2024 Note.~~

On September 13, 112024, the Company filed the March 31, 2024 10-Q with the SEC. Then on September 16, 2024, the Company ~~received~~submitted a letter ~~from~~to Nasdaq ~~that~~setting ~~stated~~forth ~~based~~the onCompany’s plan to regain compliance with the ~~August~~Listing 26Rule. The Company also requested the Staff to provide an exception, to October 14, 2024, ~~filing~~to ofallow the Company’s ~~Form~~to ~~10-K~~regain ~~for~~compliance with the ~~year~~Listing ~~ended~~Rule. ~~December~~On 31October 30, ~~2023~~2024, the ~~Staff~~Company ~~has~~received ~~determined~~a letter from Nasdaq stating that the Company ~~complies~~had regained compliance with the Listing Rule and that the matter is now closed.

On September 13, 2024, the Company filed the March 31, 2024 10-Q with the SEC. Then on September 16, 2024, the Company submitted a letter to Nasdaq setting forth the Company’s plan to regain compliance with the Listing Rule. The Company also requested the Staff to provide an exception, to October 14, 2024, to allow the Company to regain compliance with the Listing Rule. On October 30~~, 2024, the Company received a letter from Nasdaq stating that the Company had regained compliance with the Listing Rule and that the matter is now closed.~~

On November 8, 2024, the Company held an annual meeting of stockholders (the “Annual Meeting”), in which the stockholders approved Amendment No. 4 to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”). In connection with the Annual Meeting, 418,217 shares of the Company’s publicly traded common stock were tendered for redemption.

On April 11, 2025, the Company filed a Form 25-NSE with the Securities and Exchange Commission, which removed the Company’s securities from listing and registration on the Nasdaq Stock Market.

~~Business~~On ~~Combination~~April 25, ~~Agreement~~2025, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “April 2025 Note”) to the Company’s sponsor. Pursuant to the April 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2025 Note will be used by the Company for working capital purposes. As of June 30, 2025, there was $120,000 outstanding amount under this April 2025 Note with $380,000 available for withdrawal.

~~On August 29, 2024, the Company entered into that certain~~ Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “BCA”), by and between the Company 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 the Company with the Company 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.

31On August 29, 2024, the Company entered into that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “BCA”), by and between the Company 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 the Company with the Company 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

~~The~~At ~~Closing~~or immediately before the closing of the Business Combination, by virtue of the Share Swap, the right to each CUBEBIO Common Share held by Swapping Shareholders shall be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and non-assessable PubCo Ordinary Shares equal to the CUBEBIO Exchange Ratio, which shall be an amount obtained by dividing (i) the number of PubCo Ordinary Shares equal to the quotient of the $375,000,000 divided by $10.00 by (ii) the aggregate number of CUBEBIO Common Shares, the number of CUBEBIO Common Shares subject to such CUBEBIO Options and the number of CUBEBIO Common Shares subject to such CUBEBIO Warrants outstanding immediately prior to the Merger Effective Time.

The ~~Company and CUBEBIO have agreed that the closing of the Business Combination (the “~~Closing”) shall occur no later than the date that is the earlier of (i) May 15, 2025 or (ii) the date by which the Company must consummate its initial business combination under its Governing Documents, which may be amended pursuant to Section 8.2 of the BCA, which provides that if, on or before October 1, 2024, the Proxy Clearance Date has not occurred, and BCA has not otherwise been terminated in accordance with its terms, the Company shall promptly prepare and file with the SEC a proxy statement pursuant to which it will seek approval to extend the time period for SPAC to consummate its initial business combination under its Governing Documents for up to six (6) months to at least May 15, 2025, at the sole option of the Company, unless the closing of such business combination has been consummated (the “Outside Date”).

~~Representations~~The Company and ~~Warranties~~CUBEBIO have agreed that the closing of the Business Combination (the “Closing”) shall occur no later than the date that is the earlier of (i) May 15, 2025 or (ii) the date by which the Company must consummate its initial business combination under its Governing Documents, which may be amended pursuant to Section 8.2 of the BCA, which provides that if, on or before October 1, 2024, the Proxy Clearance Date has not occurred, and BCA has not otherwise been terminated in accordance with its terms, the Company shall promptly prepare and file with the SEC a proxy statement pursuant to which it will seek approval to extend the time period for SPAC to consummate its initial business combination under its Governing Documents for up to six (6) months to at least May 15, 2025, at the sole option of the Company, unless the closing of such business combination has been consummated (the “Outside Date”).

InRepresentations ~~the BCA, CUBEBIO makes certain representations~~ and warranties (with certain exceptions set forth in the disclosure schedule to the BCA) relating to, among other things: (a) proper corporate existence and power of CUBEBIO and its subsidiaries (together, the “CUBEBIO Parties”) and similar corporate matters; (b) subsidiaries of CUBEBIO, (c) capitalization, (d) authorization, execution, delivery and enforceability of the BCA and other Transaction Agreements; (c) consents, required approvals and non-contravention; (d) financial statements, (e) liabilities, (f) absence of certain events, (g) litigation, (h) employee benefits, (i) labor matters, (j) title to properties, (k) taxes, (l) environmental matters, (m) brokers and third party expenses, (n) intellectual property, (o) material contracts, (p) insurance, (q) interested party transactions, (r) information supplied, (s) anti-bribery and anti-corruption compliance, (t) international trade, sanctions and anti-money laundering matters (u) board approval and shareholder vote, (v) CUBEBIO’s products and (w) disclaimer of other representations and warranties.Warranties

~~The~~In ~~Company~~the ~~also~~BCA, CUBEBIO makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the BCA) relating to, among other things: (a) ~~organization~~proper corporate existence and power of CUBEBIO and its subsidiaries (together, ~~qualification~~the “CUBEBIO Parties”) and ~~standing~~similar corporate matters; (b) ~~capitalization~~subsidiaries of CUBEBIO, (c) capitalization, (d) authorization, execution, delivery and enforceability of the BCA and other Transaction ~~Documents~~Agreements; (c) consents, required approvals and non-contravention,; (d) ~~approvals~~financial statements, (e) ~~MCAG~~liabilities, ~~SEC reports and financial statements~~ (f) absence of certain events, (g) litigation, (h) ~~business~~employee ~~activities~~benefits, (i) ~~MCAG~~labor ~~contracts~~matters, (j) ~~MCAG~~title ~~listing~~to properties, (k) ~~trust account~~taxes, (l) ~~taxes~~environmental matters, (m) ~~information~~brokers ~~supplied~~and third party expenses, (n) ~~employee~~intellectual ~~benefits~~property, (o) ~~board~~material ~~approval~~contracts, ~~and~~(p) ~~shareholder~~insurance, ~~vote~~(q) interested party transactions, (pr) ~~Investment~~information ~~Act~~supplied, (s) anti-bribery and ~~JOBS~~anti-corruption ~~Act~~compliance, (qt) ~~affiliate~~international ~~transactions~~trade, sanctions and anti-money laundering matters (ru) ~~brokers~~board approval and shareholder vote, (v) CUBEBIO’s products and (w) disclaimer of other representations and warranties.

~~Results~~The Company also makes certain representations and warranties relating to, among other things: (a) organization, qualification and standing; (b) capitalization, (c) authorization, execution, delivery and enforceability of ~~Operations~~the BCA and other Transaction Documents; (c) consents and non-contravention, (d) approvals, (e) MCAG SEC reports and financial statements (f) absence of certain events, (g) litigation, (h) business activities, (i) MCAG contracts, (j) MCAG listing, (k) trust account, (l) taxes, (m) information supplied, (n) employee benefits, (o) board approval and shareholder vote, (p) Investment Act and JOBS Act, (q) affiliate transactions, (r) brokers and (s) disclaimer of other representations and warranties.

WeResults have neither engaged in any operations nor generated any revenues to date. Our only activities from April 8, 2021 (inception) through March 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.Operations

~~For~~We have ~~the~~neither ~~three~~engaged ~~months~~in ~~ended~~any ~~March~~operations ~~31,~~nor ~~2025,~~generated weany ~~had~~revenues ato ~~net~~date. ~~loss~~Our ofonly ~~$181~~activities from April 8,~~378~~ 2021 (inception) through June 30, ~~which~~2025 ~~consists~~were oforganizational ~~operating~~activities, ~~costs~~those ofnecessary ~~$191~~to prepare for the Initial Public Offering,~~225~~ described below, ~~provision~~and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after ~~income~~the ~~taxes~~completion of ~~$2,272,~~our ~~offset~~Business byCombination. We generate non-operating income in the form of interest income on ~~investment~~investments held in the Trust Account. We incur expenses as a result of ~~$12~~being a public company (for legal,~~119~~ financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended ~~March 31~~June 30, ~~2024~~2025, we had a net loss of $25110,~~537~~574, which consists of operating costs of $83120,~~769~~471, ~~interest expenses of $1,055 and~~ provision for income taxes of $142,~~298~~295, offset by interest income on investment held in the Trust Account of $7312,~~585~~192.

~~Liquidity~~For the three months ended June 30, 2024, we had a net loss of $64,591, which consists of operating costs of $145,218, interest expenses of $347 and ~~Capital~~provision ~~Resources~~for income taxes of $20,115, offset by interest income on investment held in the Trust Account of $75,065 and forgiveness of debt of $26,024.

OnFor ~~November 16, 2021, we consummated~~ the ~~Initial~~six ~~Public~~months ~~Offering~~ended ~~of 6~~June 30,~~000,000~~ ~~Units and~~2025, ~~with~~we ~~respect~~had toa ~~the~~net ~~shares~~loss of ~~Common Stock included in the Units sold~~$291,952, ~~the~~which ~~Public~~consists ~~Shares~~of atoperating ~~$10.00~~costs ~~per Unit, generating gross proceeds~~ of $60311,~~000~~696,~~000.~~ ~~Simultaneously~~provision ~~with~~for ~~the~~income ~~closing~~taxes of ~~the Initial Public Offering~~$4, ~~we consummated the sale of 205~~567,~~000~~ ~~Private~~offset ~~Units~~by atinterest aincome ~~price~~on ofinvestment ~~$10.00~~held ~~per Private Unit~~ in ~~a private placement to~~ the ~~Sponsor~~Trust ~~generating~~Account ~~gross proceeds~~ of $224,~~050,000~~311.

OnFor ~~November 18, 2021,~~ the ~~underwriters~~six ~~fully~~months ~~exercised~~ended ~~their over-allotment option~~June 30, ~~resulting in an additional 900~~2024,~~000~~ ~~Units~~we ~~issued~~had ~~for~~a annet ~~aggregate~~loss ~~amount~~ of $990,~~000~~128,~~000.~~ Inwhich ~~connection~~consists ~~with~~of ~~the~~operating ~~underwriters’~~costs ~~full exercise~~ of ~~their over-allotment option~~$228,987, ~~the~~interest ~~Company~~expenses ~~also consummated the sale~~ of ~~an additional 18~~$1,~~000~~402 ~~Private~~and ~~Units~~provision atfor ~~$10.00~~income ~~per~~taxes ~~Private Unit, generating total proceeds~~ of $~~180~~34,~~000.~~413, Aoffset ~~net~~by ~~total~~interest ofincome ~~$9,000,000~~on ~~was~~investment ~~deposited~~held ~~into~~in the Trust Account, ~~bringing~~of ~~the~~$148,650 ~~aggregate~~and ~~proceeds~~forgiveness ~~held~~of indebt ~~the~~of ~~Trust Account to~~ $6926,~~000,000~~024.

~~Following~~Liquidity ~~the full exercise of the over-allotment option,~~ and ~~the~~Capital sale of the Private Units, a total of $69,000,000 was placed in the Trust Account. We incurred transactions costs amounting to $5,090,361 consisting of $1,380,000 of underwriting fees, $2,070,000 of deferred underwriting fees and $1,640,361 of other offering costs.Resources

~~For~~On November 16, 2021, we consummated the ~~three~~Initial ~~months~~Public ~~ended~~Offering ~~March~~of 316,000,000 ~~2025~~Units and, ~~cash used~~with respect to the shares of Common Stock included in ~~operating~~the ~~activities~~Units ~~was~~sold, the Public Shares at $~~88,715~~10.00 ~~Net~~per ~~loss~~Unit, generating gross proceeds of $~~181~~60,~~378~~000,000. ~~was~~Simultaneously ~~affected~~with bythe ~~interest~~closing ~~earned~~of onthe ~~investments~~Initial ~~held~~Public inOffering, we consummated the ~~Trust~~sale ~~Account~~ of ~~$12~~205,~~119~~000 Private Units at a price of $10.00 ~~Changes~~per Private Unit in ~~operating~~a ~~assets~~private ~~and~~placement ~~liabilities~~to ~~used~~the ~~$104,782~~Sponsor ofgenerating ~~cash~~gross ~~for~~proceeds ~~operating~~of ~~activities~~$2,050,000.

~~For~~On November 18, 2021, the ~~three~~underwriters ~~months~~fully ~~ended~~exercised ~~March~~their ~~31,~~over-allotment ~~2024~~option, ~~cash used~~resulting in ~~operating~~an ~~activities~~additional ~~was $130~~900,~~344.~~000 ~~Net~~Units ~~loss~~issued for an aggregate amount of $259,~~537~~000,000. ~~was~~In ~~affected~~connection bywith ~~interest~~the ~~earned~~underwriters’ onfull ~~investments~~exercise ~~held~~of intheir over-allotment option, the ~~Trust~~Company ~~Account~~ also consummated the sale of ~~$73~~an additional 18,~~585~~000 Private Units at $10.00 ~~Changes~~per inPrivate ~~operating~~Unit, ~~assets~~generating ~~and~~total ~~liabilities~~proceeds ~~used~~of $31180,~~222~~000. A net total of ~~cash~~$9,000,000 ~~for~~was ~~operating~~deposited ~~activities~~into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $69,000,000.

AsFollowing ~~of March 31, 2025, we had marketable securities held in~~ the ~~Trust~~full ~~Account~~exercise of ~~$1,169,431~~the ~~(including~~over-allotment ~~$102~~option,~~268~~ ofand ~~interest~~the ~~income)~~sale ~~consisting~~ of ~~money~~the ~~market~~Private ~~funds~~Units, ~~with~~ a ~~maturity~~total of ~~185 days~~$69,000,000 orwas ~~less.~~placed ~~Interest income on the balance~~ in the Trust Account. ~~may~~We beincurred ~~used~~transactions bycosts usamounting to ~~pay~~$5,090,361 ~~taxes.~~consisting ~~During~~of ~~the~~$1,380,000 ~~quarter~~of ~~period~~underwriting ~~ended March 31~~fees, ~~2025~~$2,070,000 weof ~~did~~deferred ~~not~~underwriting ~~withdraw~~fees ~~any~~and $1,640,361 of ~~the~~other ~~interest~~offering ~~earned on the Trust Account~~costs.

WeFor ~~intend to use substantially all of~~ the ~~funds held~~six inmonths ~~the~~ended ~~Trust~~June 30, ~~Account~~2025, ~~including~~cash ~~any~~used ~~amounts~~in ~~representing~~operating ~~interest~~activities ~~earned~~was ~~on the Trust Account (less income taxes payable)~~$321, ~~to complete our Business Combination~~337. ToNet ~~the~~loss ~~extent~~of ~~that our capital stock or debt is used~~$291,952 inwas ~~whole~~affected orby ininterest ~~part,~~earned ason ~~consideration~~investments ~~to complete our Business Combination, the remaining proceeds~~ held in the Trust Account ~~will~~of be$24,311. ~~used~~Changes asin ~~working~~operating ~~capital~~assets toand ~~finance~~liabilities ~~the~~used ~~operations~~$5,074 of ~~the target~~cash ~~business~~for oroperating ~~businesses, make other acquisitions and pursue our growth strategies~~activities.

AsFor ofthe ~~March~~six 31months ended June 30, ~~2025~~2024, ~~we had~~ cash ofused ~~$27,943~~in ~~held outside~~operating ~~the~~activities ~~Trust~~was ~~Account~~$488,261. ~~for~~Net ~~general~~loss ~~working~~of ~~capital~~$90,128 ~~purposes.~~was Inaffected ~~order~~by tointerest ~~fund~~earned ~~working~~on ~~capital~~investments ~~deficiencies~~held ~~or finance transaction costs~~ in ~~connection with a Business Combination,~~ the ~~Sponsor,~~Trust orAccount ~~certain~~ of ~~our~~$148,650 ~~officers~~ and ~~directors~~forgiveness orof ~~their~~debt ~~affiliates~~of ~~may~~$26, ~~but are not obligated to, loan us funds as may be required~~024. IfChanges wein ~~complete~~operating aassets ~~Business~~and ~~Combination,~~liabilities weused ~~would repay such loaned amounts. In the event that a Business Combination does not close~~$224,861 ~~we may use a portion~~ of ~~the~~cash ~~working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used~~ for ~~such~~operating ~~repayment~~activities.

OnAs of ~~February~~June 1530, ~~2023~~2025, ~~the~~we ~~Company~~had ~~issued~~investments aheld ~~non-interest bearing, unsecured promissory note~~ in the ~~aggregate~~Trust ~~principal~~Account ~~amount~~ of $~~300~~1,~~000~~181,623 (~~the~~including ~~“Note”) to the Sponsor. Pursuant to the Note~~$114, ~~the~~460 ~~Sponsor loaned the Company an aggregate amount~~ of ~~$300,000~~interest ~~that~~income) ~~is due and payable upon the Company’s consummation~~ consisting of anmoney ~~initial Business~~market ~~Combination~~funds with a ~~target~~maturity ~~business. The Note will either be paid upon consummation~~ of ~~the~~185 ~~Company’s~~days ~~initial Business Combination,~~ or, atless. ~~the~~Interest ~~Sponsor’s~~income ~~discretion,~~on ~~converted~~the ~~upon~~balance ~~consummation~~in of the ~~Company’s~~Trust ~~Business~~Account ~~Combination~~may ~~into private units at a price of $10.00 per unit. The loan will~~ be ~~forgiven,~~used ~~except to the extent of any funds held outside of the trust account,~~ by ~~the~~us ~~Sponsor~~to orpay ~~its affiliates if the Company is unable to consummate an initial Business Combination during the Combination Period~~taxes. OnDuring ~~May 16, 2023,~~ the ~~Company~~quarter ~~and~~period ~~the~~ended ~~Sponsor entered into an amendment to the Note, pursuant to which the Note and the forgiveness term was extended from May~~June 1630, ~~2023 to November 16,~~ 2025~~. On September 13~~, ~~2023,~~we asdid ~~approved~~not bywithdraw ~~the~~any ~~Company’s~~of ~~audit committee,~~ the ~~Company~~ ~~entered~~interest ~~into~~earned aon ~~note conversion agreement with~~ the ~~Sponsor, to convert the Note into 75,000 shares of the Company’s Common~~Trust ~~Stock~~Account. ~~Accordingly, the Company satisfied the Note in exchange for the issuance of 75,000 shares of Common Stock.~~

33We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

OnAs ~~March~~of June 3130, ~~2023~~2025, ~~the~~we ~~Company~~had ~~and~~cash ~~UHY Advisors/UHY LLP, the Company’s independent registered public accounting firm, entered into an unsecured promissory note for services rendered and unpaid in the principal sum~~ of ~~One Hundred Eight Thousand One Dollars and Ninety Cents (~~$~~108~~25,~~001),~~321 ~~plus~~held ~~interest~~outside ~~applied monthly on any un-paid balance at~~ the ~~rate~~Trust ofAccount ~~eight~~for ~~(8%)~~general ~~percent~~working ~~per~~capital ~~year until such sum is fully paid~~purposes. OnIn ~~August 21,~~order ~~2023,~~to ~~the~~fund ~~Company~~working ~~and UHY~~capital ~~Advisors/UHY~~deficiencies ~~LLP~~or ~~extended~~finance ~~the~~transaction ~~due~~costs ~~date~~in ofconnection ~~promissory~~with ~~note~~a toBusiness ~~October 31~~Combination, ~~2023.~~the ~~If $102~~Sponsor,~~877~~ isor ~~paid~~certain inof ~~full~~our onofficers ~~this~~and ~~promissory note~~directors noor ~~later~~their ~~than~~affiliates ~~October 31~~may, ~~2023,~~but ~~all~~are ~~accrued~~not ~~finance~~obligated ~~charges~~to, onloan ~~this~~us ~~promissory~~funds ~~note~~as ~~will~~may be ~~forgiven~~required. ~~The~~If ~~promissory~~we ~~note~~complete ~~is payable~~a byBusiness ~~the Company in advance without penalty. $5~~Combination,~~125~~ ofwe ~~the~~would ~~balance~~repay ~~was~~such ~~waived~~loaned ~~as agreed with UHY LLP~~amounts. OnIn ~~November 6, 2023,~~ the ~~Company and~~event ~~UHY~~that ~~Advisors/UHY~~a ~~LLP~~Business ~~further~~Combination ~~amended~~does ~~the~~not ~~promissory note by reducing the unpaid principal sum to $58~~close,~~001~~ ~~and~~we ~~extending~~may ~~the~~use ~~due~~a ~~date~~ portion of the ~~promissory~~working ~~note~~capital toheld ~~January~~outside ~~31,~~the ~~2024.~~Trust OnAccount ~~May 22, 2024, UHY Advisors/UHY LLP has agreed~~ to ~~extinguish~~repay asuch ~~total~~loaned ofamounts ~~$179,035~~but ofno ~~liabilities to~~proceeds ~~UHY~~from ~~Advisors/UHY~~our ~~LLP~~Trust ~~and~~Account ~~all~~would ~~interest~~be ~~accrued~~used ~~of $6,989~~ for asuch ~~settlement amount of $160,000~~repayment. ~~As of March 31, 2025 and December 31, 2024, there was no longer outstanding and accrued interest payable under this note in the accompanying balance sheets.~~

On May 16, 2023, the Company and the Sponsor entered into an amendment to the Note, pursuant to which the Note and the forgiveness term was extended from May 16, 2023 to November 16, 2025. On September 13, 2023, as approved by the Company’s audit committee, the Company entered into a note conversion agreement (the “Note Conversion Agreement”) with the Sponsor, to convert the Note into 75,000 shares of the Company’s Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance of 75,000 shares of Common Stock (Note 6).33

On ~~October 30~~February 15, 2023, the Company issued ana non-interest bearing, unsecured promissory note in the aggregate principal amount upof to $~~400~~300,000 (the “~~2023~~ Note”) to the ~~Company’s~~ Sponsor. Pursuant to the ~~2023~~ Note, the Sponsor ~~agreed~~loaned ~~to loan to~~ the Company an aggregate amount upof to $~~400~~300,000 that ~~may~~is bedue ~~drawn~~and ~~down~~payable byupon the Company’s ~~from~~consummation ~~time~~of toan ~~time~~initial ~~by written~~Business ~~notice~~Combination towith ~~the~~a ~~Sponsor~~target business. The ~~aggregate~~Note ~~amount~~will ~~advanced~~either ~~under~~be paid upon consummation of the ~~2023~~Company’s ~~Note~~initial isBusiness ~~due~~Combination, ~~payable~~or, byat the ~~Company~~Sponsor’s ondiscretion, ~~the~~converted ~~earlier~~upon consummation of: ~~(i)~~ the ~~date~~Company’s onBusiness ~~which~~Combination ~~Company~~into ~~consummates~~private anunits ~~initial~~at ~~Business~~a ~~Combination~~price ~~with~~of a$10.00 ~~target~~per ~~business~~unit. The loan will be forgiven, orexcept ~~(ii)~~to the ~~date~~extent of any funds held outside of the ~~Company~~trust ~~liquidates if~~account, aby ~~Business~~the ~~Combination~~Sponsor or its affiliates if the Company is ~~not~~unable ~~consummated.~~to ~~The~~consummate ~~2023~~an ~~Note~~initial ~~does~~Business ~~not~~Combination ~~bear~~during ~~interest~~the Combination Period. InOn May 16, 2023, the ~~event~~Company ~~that~~and the ~~Company~~Sponsor ~~does~~entered ~~not~~into ~~consummate a~~an ~~Business~~amendment ~~Combination~~to the Note, pursuant to which the Note ~~will~~and bethe ~~repaid~~forgiveness ~~only~~term was extended from ~~amounts~~May 16, ~~remaining~~2023 ~~outside~~to ofNovember 16, 2025. On September 13, 2023, as approved by the Company’s ~~trust~~audit ~~account~~committee, ifthe ~~any.~~Company ~~The proceeds~~entered ofinto a note conversion agreement with the ~~2023~~Sponsor, to convert the Note ~~will~~into be75,000 ~~used~~shares byof the Company’s Common Stock. Accordingly, the Company satisfied the Note in exchange for ~~working~~the ~~capital~~issuance ~~purposes~~of 75,000 shares of Common Stock.

On ~~April~~March 31, 32023, ~~2024~~the Company and UHY Advisors/UHY LLP, the Company’s ~~issued~~previous independent registered public accounting firm, entered into an unsecured promissory note for services rendered and unpaid in the ~~aggregate~~ principal ~~amount~~sum upof toOne Hundred Eight Thousand One Dollars and Ninety Cents ($~~300~~108,~~000~~001), ~~(the~~plus ~~“2024~~interest ~~Note”~~applied ~~and~~monthly ~~together~~on ~~with~~any ~~the~~un-paid ~~2023~~balance ~~Note,~~at the ~~“Notes”~~rate of eight (8%) topercent ~~the~~per ~~Sponsor.~~year ~~Pursuant~~until tosuch ~~the~~sum ~~2024~~is ~~Note~~fully paid. On August 21, 2023, the ~~Sponsor~~Company ~~agreed~~and toUHY ~~loan~~Advisors/UHY toLLP extended the ~~Company~~due andate ~~aggregate~~of ~~amount~~promissory upnote to October 31, 2023. If $~~300~~102,~~000~~877 ~~that~~is ~~may~~paid bein ~~drawn~~full ~~down~~on bythis ~~the~~promissory ~~Company~~note ~~from~~no ~~time~~later tothan ~~time~~October 31, by2023, ~~written~~all ~~notice~~accrued tofinance ~~the~~charges ~~Sponsor.~~on ~~The~~this ~~aggregate~~promissory ~~amount~~note ~~advanced~~will ~~under~~be ~~the~~forgiven. ~~2024~~The ~~Note~~promissory note is ~~due~~ payable by the Company onin ~~the~~advance ~~earlier~~without ~~of:~~penalty. ~~(i)~~$5,125 of the ~~date~~balance onwas ~~which~~waived ~~Company~~as ~~consummates~~agreed anwith ~~initial~~UHY ~~business~~LLP. ~~combination~~On ~~with~~November 6, a2023, ~~target~~the ~~business,~~Company orand ~~(ii)~~UHY Advisors/UHY LLP further amended the ~~date~~promissory note by reducing the ~~Company~~unpaid ~~liquidates~~principal ifsum ato ~~business~~$58,001 ~~combination~~and isextending ~~not~~the ~~consummated.~~due ~~The~~date ~~2024~~of ~~Note~~the ~~does~~promissory ~~not~~note ~~bear~~to ~~interest~~January 31, 2024. InOn ~~the~~May 22, ~~event~~2024, ~~that~~UHY ~~the~~Advisors/UHY ~~Company~~LLP ~~does~~has ~~not~~agreed ~~consummate~~to extinguish a ~~business~~total ~~combination~~of $179,035 ~~the~~of ~~2024~~liabilities ~~Note~~to ~~will~~UHY beAdvisors/UHY ~~repaid~~LLP ~~only~~and ~~from~~all ~~amounts~~interest ~~remaining~~accrued ~~outside~~ of ~~the~~$6,989 ~~Company’s~~for ~~trust~~a ~~account,~~settlement ifamount ~~any~~of $160,000. ~~The~~As ~~proceeds~~ of ~~the~~June 30, 2025 and December 31, 2024, ~~Note~~there ~~will~~was beno ~~used~~longer byoutstanding ~~the~~and ~~Company~~accrued ~~for~~interest ~~working~~payable ~~capital~~under ~~purposes~~this note in the accompanying balance sheets.

On ~~April~~May 16, 192023, ~~2024~~the Company and the Sponsor entered into an amendment to the Note, pursuant to which the Note and the forgiveness term was extended from May 16, 2023 to November 16, 2025. On September 13, 2023, as approved by the Company’s audit committee, the Company entered into a note conversion agreement (the “Note Conversion Agreement”) with the Sponsor, to convert the ~~Principal~~Note ~~Amount due under the Notes~~ into ~~150~~75,000 shares of the Company’s ~~common~~Common ~~stock~~Stock. Accordingly, ~~par~~the ~~value~~Company ~~$0.0001~~satisfied ~~per~~the ~~share (~~Note in exchange for the “issuance of 75,000 shares of Common Stock”) (~~See~~ Note 6).

AsOn ofOctober 30, ~~March~~2023, 31the Company issued an unsecured promissory note in the aggregate principal amount up to $400,000 ~~2025~~(the ~~and~~“2023 ~~December 31~~Note”) to the Company’s Sponsor. Pursuant to the 2023 Note, ~~2024~~the Sponsor agreed to loan to the Company an aggregate amount up to $400, ~~there~~000 ~~were~~that nomay ~~longer~~be ~~outstanding~~drawn ~~amounts~~down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the ~~Notes~~2023 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial Business Combination with a target business, or (ii) the date the Company liquidates if a Business Combination is not consummated. The 2023 Note does not bear interest. In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the 2023 Note will be used by the Company for working capital purposes.

On April 30 3, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “~~April~~ 2024 Note” and together with the 2023 Note, the “Notes”) to the Sponsor. Pursuant to the ~~April~~ 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the ~~April~~ 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The ~~April~~ 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the ~~April~~ 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the ~~April~~ 2024 Note will be used by the Company for working capital purposes. ~~As of March 31, 2025 and December 31, 2024, there was $300,000 outstanding amounts under this April 2024 Note.~~

34On April 19, 2024, as approved by the Company’s audit committee, the Company entered into a note conversion agreement (the “Note Conversion Agreement”) with the Sponsor, to convert the Principal Amount due under the Notes into 150,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (See Note 6).

On August 14, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “August 2024 Note”) to the Sponsor. Pursuant to the August 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the August 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the August 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. As of March 31, 2025 and December 31, 2024, there was $390,000 outstanding amount under this August 2024 Note.34

IfAs ~~our estimate~~ of ~~the costs of identifying a target business~~June 30, ~~undertaking~~2025 ~~in-depth due diligence~~ and ~~negotiating a Business Combination are less than the actual amount necessary to do so~~December 31, ~~we may have insufficient funds available to operate our business prior to our Business Combination. Moreover~~2024, wethere ~~may~~were ~~need~~no tolonger ~~obtain~~outstanding ~~additional~~amounts ~~financing~~under ~~either~~the to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business CombinationNotes.

~~Going~~On ~~Concern~~April 30, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “April 2024 Note”) to the Sponsor. Pursuant to the April 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2024 Note will be used by the Company for working capital purposes. As of June 30, 2025 and December 31, 2024, there was $300,000 outstanding amounts under this April 2024 Note.

AsOn ofAugust 14, ~~the~~2024, ~~date of~~ the ~~filing~~Company ofissued ~~this Quarterly~~an ~~report~~unsecured onpromissory ~~form~~note ~~10-Q,~~in the ~~Company~~aggregate ~~extended~~principal ~~the~~amount ~~time~~up ~~it has~~ to ~~complete~~$500,000 ~~its~~(the ~~initial~~“August 2024 ~~Business~~Note”) ~~Combination~~to ~~from~~the ~~February~~Sponsor. ~~16, 2024~~Pursuant to ~~November~~the 16August 2024 Note, ~~2025~~the bySponsor ~~depositing~~agreed ~~$51,932~~to ~~each~~loan onto ~~February~~the ~~16,~~Company ~~2024,~~an ~~May~~aggregate ~~15,~~amount ~~2024~~up ~~and~~to ~~August 15~~$500,000 ~~2024~~that ~~into~~may ~~its~~be ~~trust~~drawn ~~account. We~~down ~~have~~by ~~until~~the ~~November~~Company ~~16,~~from ~~2025~~time to ~~consummate~~time aby ~~Business~~written ~~Combination,~~notice ~~provided~~to ~~that~~ the ~~Company~~Sponsor. ~~deposits~~The ~~into~~aggregate amount advanced under the ~~trust~~August 2024 ~~account~~Note ~~an amount~~is ~~equal~~due topayable ~~$0.10~~by ~~per~~the ~~outstanding~~Company ~~Public~~on ~~Share~~the ~~for~~earlier ~~each~~of: ~~three-month~~(i) ~~extension~~the ~~commencing~~date on ~~November~~which ~~17,~~Company ~~2023.~~consummates Itan isinitial ~~uncertain that~~business wecombination ~~will~~with bea ~~able~~target tobusiness, ~~consummate~~or a(ii) ~~Business~~the ~~Combination~~date bythe ~~this~~Company ~~time.~~liquidates Ifif a ~~Business~~business ~~Combination~~combination is not consummated. byThe ~~this~~August 2024 ~~date, there~~Note ~~will~~does benot abear ~~mandatory liquidation and subsequent dissolution~~interest. ~~Management~~In ~~has~~the ~~determined~~event that the ~~liquidity~~Company ~~condition~~does ~~and mandatory~~not ~~liquidation,~~consummate ~~should~~ a ~~Business~~business ~~Combination not occur~~combination, ~~and~~the ~~potential~~August 2024 ~~subsequent~~Note ~~dissolution~~will ~~raises~~be ~~substantial~~repaid ~~doubt~~only ~~about our~~from ~~ability~~amounts toremaining ~~continue~~outside asof athe ~~going~~Company’s ~~concern.~~trust Noaccount, ~~adjustments~~if ~~have~~any. ~~been~~As ~~made~~of toJune 30, ~~the~~2025 ~~carrying~~and ~~amounts~~December 31, of2024, ~~assets~~there orwas ~~liabilities~~$500,000 ~~should~~and ~~we be~~$390,000 ~~required~~outstanding toamount ~~liquidate~~under ~~after~~this ~~November~~August 2024 16Note, ~~2025~~respectively.

~~Off-Balance~~On ~~Sheet~~April 25, ~~Financing~~2025, ~~Arrangements~~the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “April 2025 Note”) to the Company’s sponsor. Pursuant to the April 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2025 Note will be used by the Company for working capital purposes. As of June 30, 2025, there was $120,000 outstanding amount under this April 2025 Note with $380,000 available for withdrawal.

WeIf ~~have~~our noestimate ~~obligations,~~of ~~assets~~the orcosts ~~liabilities,~~of ~~which~~identifying ~~would~~a betarget ~~considered~~business, ~~off~~undertaking in-~~balance~~depth ~~sheet~~due ~~arrangements~~diligence asand ofnegotiating ~~March 31,~~a ~~2025.~~Business WeCombination doare ~~not~~less ~~participate~~than inthe ~~transactions~~actual ~~that~~amount ~~create~~necessary ~~relationships~~to ~~with~~do ~~unconsolidated~~so, ~~entities~~we ormay ~~financial~~have ~~partnerships,~~insufficient ~~often~~funds ~~referred~~available to asoperate ~~variable~~our ~~interest~~business ~~entities,~~prior ~~which~~to ~~would~~our ~~have~~Business ~~been~~Combination. ~~established~~Moreover, ~~for~~we ~~the~~may ~~purpose~~need ofto ~~facilitating~~obtain ~~off-balance~~additional ~~sheet~~financing ~~arrangements.~~either Weto ~~have~~complete ~~not~~our ~~entered~~Business ~~into~~Combination ~~any~~or ~~off-balance~~because ~~sheet~~we ~~financing~~become ~~arrangements,~~obligated ~~established~~to ~~any~~redeem ~~special~~a ~~purpose~~significant ~~entities,~~number ~~guaranteed~~of ~~any~~our ~~debt~~Public orShares ~~commitments~~upon consummation of ~~other~~our ~~entities~~Business Combination, in which case we may issue additional securities or ~~purchased~~incur ~~any~~debt ~~non-financial~~in ~~assets~~connection with such Business Combination.

~~Contractual~~Going ~~Obligations~~Concern

WeIn doconnection ~~not~~with ~~have~~the ~~any~~Company’s ~~long-term~~assessment ~~debt,~~of ~~capital~~going ~~lease~~concern ~~obligations,~~considerations ~~operating~~in ~~lease~~accordance ~~obligations~~with orFinancial ~~long-term~~Accounting ~~liabilities~~Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, ~~other~~“Disclosures ~~than~~of Uncertainties about an ~~agreement~~Entity’s Ability to ~~pay~~Continue anas ~~affiliates~~a Going Concern,” orthe ~~advisors~~Company ahas ~~total~~until ofNovember 16, up2025 to consummate the proposed Business Combination, provided that the Company deposits into the Trust Account an amount equal to $0.10~~,000~~ per ~~month~~outstanding Public Share for ~~office~~each ~~space~~three-month extension commencing on November 17, ~~utilities~~2023. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date, ~~out~~there will be a mandatory liquidation and subsequent dissolution of ~~pocket~~the ~~expenses,~~Company. Management has determined that the liquidity condition and ~~secretarial~~mandatory liquidation, should a Business Combination not occur, and ~~administrative~~potential ~~support~~subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. ~~The~~No ~~arrangement~~adjustments ~~will~~have ~~terminate~~been ~~upon~~made to the ~~earlier~~carrying amounts of assets or liabilities should the Company’s ~~consummation~~be ofrequired ato liquidate after November 16, 2025. The Company intends to complete the proposed Business Combination orbefore ~~its~~the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by November 16, 2025.

~~Critical~~Off-Balance ~~Accounting~~Sheet ~~Policies~~Financing Arrangements

~~The~~We ~~preparation~~have ofno ~~financial~~obligations, ~~statements~~assets ~~and~~or ~~related~~liabilities, ~~disclosures~~which inwould ~~conformity~~be ~~with~~considered ~~accounting~~off-balance ~~principles~~sheet ~~generally~~arrangements ~~accepted~~as inof ~~the~~June 30, ~~United~~2025. ~~States~~We ofdo ~~America~~not ~~requires~~participate ~~management~~in totransactions ~~make~~that ~~estimates~~create ~~and~~relationships ~~assumptions~~with ~~that~~unconsolidated ~~affect~~entities ~~the~~or ~~reported~~financial ~~amounts~~partnerships, ofoften ~~assets~~referred ~~and~~to ~~liabilities,~~as ~~disclosure~~variable ofinterest ~~contingent~~entities, ~~assets~~which ~~and~~would ~~liabilities~~have atbeen established for the ~~date~~purpose of ~~the~~facilitating ~~financial~~off-balance ~~statements,~~sheet ~~and~~arrangements. ~~income~~We ~~and~~have ~~expenses~~not ~~during~~entered ~~the~~into ~~periods~~any ~~reported.~~off-balance ~~Actual~~sheet ~~results~~financing ~~could~~arrangements, ~~materially~~established ~~differ~~any ~~from~~special ~~those~~purpose ~~estimates.~~entities, Weguaranteed ~~have~~any ~~identified~~debt ~~the~~or ~~following~~commitments ~~critical~~of ~~accounting~~other ~~policies:~~entities, or purchased any non-financial assets.

35Contractual Obligations

~~Common~~We ~~Stock~~do ~~Subject~~not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to ~~Possible~~pay ~~Redemption~~an affiliates, or advisors a total of up to $10,000 per month for office space, utilities, out of pocket expenses, and secretarial and administrative support. The arrangement will terminate upon the earlier of the Company’s consummation of a Business Combination or its liquidation.

WeThe ~~account~~underwriters ~~for~~are ~~our~~entitled ~~Common~~to ~~Stock~~a ~~subject~~deferred tofee ~~possible~~of ~~redemption~~$0.30 inper ~~accordance~~unit, ~~with~~or ~~the~~$2,070,000 ~~guidance~~ in ~~Accounting~~the ~~Standards~~aggregate ~~Codification~~will ~~(“ASC”)~~be ~~Topic~~payable ~~480 “Distinguishing Liabilities from Equity.” Common stock subject~~ to ~~mandatory~~the ~~redemption~~underwriters isfor ~~classified~~deferred asunderwriting ~~a liability instrument and is measured at fair value~~commissions. ~~Conditionally~~The ~~redeemable~~deferred ~~Common~~fee ~~Stock~~will ~~(including~~become ~~Common~~payable ~~Stock~~to ~~that features redemption rights that are either within~~ the ~~control~~underwriters offrom the ~~holder~~amounts orheld ~~subject~~in ~~to redemption upon~~ the ~~occurrence~~Trust ofAccount ~~uncertain events not~~ solely ~~within~~in ~~our~~the ~~control)~~event isthat ~~classified~~the asCompany ~~temporary~~completes ~~equity.~~a AtBusiness ~~all other times~~Combination, ~~Common Stock is classified as stockholders’ equity. Our Common Stock features certain redemption rights that are considered to be outside of our control and~~ subject to ~~occurrence of uncertain future events. Accordingly,~~ the ~~Common~~terms ~~Stock subject to possible redemption is presented as temporary equity, outside~~ of the ~~stockholders’~~underwriting ~~equity section of our balance sheets~~agreement.

~~Net~~Critical ~~Loss~~Accounting ~~per Common Share~~Policies

~~We comply with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share.~~ The ~~statement~~preparation of ~~operations~~financial ~~include~~statements aand ~~presentation~~related ofdisclosures ~~loss per~~in ~~redeemable~~conformity ~~public~~with ~~share~~accounting ~~and~~principles ~~loss~~generally ~~per~~accepted ~~non-redeemable~~in ~~share following~~ the ~~two-class~~United ~~method~~States of ~~loss~~America ~~per~~requires ~~share.~~management ~~In order~~ to ~~determine the~~make ~~net~~estimates ~~loss attributable to both the public redeemable shares~~ and ~~non-redeemable~~assumptions ~~shares,~~that weaffect ~~first considered~~ the ~~total~~reported ~~loss~~amounts ~~allocable to both sets~~ of ~~shares.~~assets ~~This~~and isliabilities, ~~calculated~~disclosure ~~using the total net loss less any dividends paid. For purposes~~ of ~~calculating~~contingent ~~net~~assets ~~income~~and ~~(loss) per~~liabilities ~~share,~~at ~~any remeasurement of~~ the ~~accretion~~date ~~to redemption value~~ of the ~~common~~financial ~~shares subject to possible redemption was considered to be dividends paid to our public stockholders. Subsequent to calculating the total loss allocable to both sets of shares~~statements, ~~we split the amount to be allocated using a ratio of 14% for the Public Shares~~ and ~~86%~~income ~~for the non-redeemable shares for the year ended December 31, 2024~~ and ~~31%~~expenses ~~for~~during the ~~redeemable~~periods ~~Public~~reported. ~~Shares~~Actual ~~and~~results ~~69%~~could ~~for~~materially ~~the~~differ ~~non-redeemable~~from ~~shares~~those ~~for~~estimates. ~~the~~We ~~period~~have ~~ended~~identified ~~December 31, 2023, reflective of~~ the ~~respective~~following ~~participation~~critical ~~rights.~~accounting policies:

AsCommon ofStock ~~March~~Subject ~~31,~~to ~~2025,~~Possible the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in our earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.Redemption

~~Recent~~We account for our Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. Our Common Stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our balance sheets.

InNet ~~December 2023,~~Loss ~~the~~per ~~FASB~~Common issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.Share

InWe ~~November~~comply ~~2023,~~with ~~the~~accounting ~~FASB~~and ~~issued~~disclosure ~~ASU~~requirements ~~2023-07,~~of ~~Segment~~Financial ~~Reporting~~Accounting Standards Board (~~Topic 280~~“FASB”): ~~Improvements~~ASC to260, ~~Reportable~~Earnings ~~Segment~~Per ~~Disclosures~~Share. The ~~amendments~~statement inof ~~this~~operations ~~ASU~~include ~~require~~a ~~disclosures,~~presentation onof anloss ~~annual~~per ~~and~~redeemable ~~interim~~public ~~basis, of~~share ~~significant~~and ~~segment~~loss ~~expenses~~per ~~that~~non-redeemable ~~are~~share ~~regularly~~following ~~provided~~the totwo-class ~~the~~method ~~chief~~of ~~operating~~loss ~~officer~~per ~~decision~~share. ~~maker~~In ~~(“CODM”),~~order asto ~~well as~~determine the ~~aggregate~~net ~~amount~~loss ofattributable ~~other~~to ~~segment~~both ~~items~~the ~~included~~public inredeemable ~~the~~shares ~~reported~~and ~~measure~~non-redeemable ofshares, ~~segment~~we ~~profit~~first orconsidered ~~loss.~~the ~~The~~total ~~ASU~~loss ~~requires~~allocable ~~that~~to aboth ~~public entity~~sets ~~disclose~~of ~~the~~shares. ~~title~~This ~~and~~is ~~position~~calculated ofusing the ~~CODM~~total ~~and~~net anloss ~~explanation~~less ofany ~~how~~dividends ~~the~~paid. ~~CODM~~For ~~uses~~purposes ~~the reported measure(s)~~ of ~~segment~~calculating ~~profit~~net or loss inper ~~assessing~~share, ~~segment~~any ~~performance~~remeasurement ~~and~~of ~~deciding~~the ~~how~~accretion to ~~allocate~~redemption ~~resources.~~value ~~Public~~of ~~entities~~the ~~will~~common beshares ~~required~~subject to ~~provide~~possible ~~all~~redemption ~~annual~~was ~~disclosures currently~~considered ~~required~~to bybe ~~Topic~~dividends ~~280~~paid into ~~interim~~our ~~periods,~~public ~~and~~stockholders. ~~entities~~Subsequent ~~with~~to acalculating ~~single~~the ~~reportable~~total ~~segment~~loss ~~are~~allocable ~~required~~ to ~~provide~~both ~~all~~sets ~~the~~of ~~disclosures required~~shares, bywe split the ~~amendments~~amount into ~~this~~be ~~ASU~~allocated ~~and~~using ~~existing~~a ~~segment~~ratio ~~disclosures~~of in3% ~~Topic~~for ~~280.~~the ~~This~~Public ~~ASU~~Shares isand ~~effective~~97% for ~~fiscal~~the ~~years~~non-redeemable ~~beginning after~~shares ~~December~~for ~~15,~~the ~~2023,~~period ~~and~~ended ~~interim~~June 30, ~~periods~~2025 ~~within~~and ~~fiscal~~16% ~~years~~for ~~beginning~~the ~~after~~redeemable ~~December~~Public ~~15,~~Shares ~~2024,~~and ~~with~~84% ~~early~~for ~~adoption~~the ~~permitted.~~non-redeemable ~~This ASU~~shares ~~became~~for ~~effective~~the asperiod ofended ~~December 31~~June 30, 2024, ~~and~~reflective ~~our~~of ~~management~~the ~~adopted~~respective inparticipation ~~our financial statements and related disclosures~~rights.

InAs ~~November~~of ~~2024~~June 30, ~~the FASB issued ASU 2024-03 and in January~~ 2025, the ~~FASB~~Company ~~issued ASU 2025-01,~~did ~~Income~~not ~~Statement~~have -any ~~Reporting~~dilutive ~~Comprehensive~~securities ~~Income~~and -other ~~Expense Disaggregation~~contracts ~~Disclosures~~that ~~(Topic 220-40): Disaggregation of Income Statement Expenses (ASU 2025-01). The guidance requires disclosures about specific expense categories~~could, ~~including but not limited to~~potentially, ~~purchases~~be ofexercised ~~inventory,~~or ~~employee~~converted ~~compensation, depreciation,~~into ~~amortization~~common shares and ~~selling~~then ~~expenses.~~share ~~The ASU is effective~~ in ~~the~~our ~~first~~earnings. ~~annual~~As ~~reporting~~a ~~period beginning after December 15~~result, ~~2026,~~diluted ~~and~~loss ~~for~~per ~~interim~~share ~~periods within annual reporting periods beginning after December 15, 2027. The Company’s management~~ is ~~currently assessing~~ the ~~effect~~same ~~that~~as ~~adoption~~basic ofloss ~~this~~per ~~guidance~~share ~~will~~for ~~have~~the onperiods ~~its financial statements and disclosures~~presented.

~~Management~~Recent ~~does~~Accounting ~~not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.~~Pronouncements

36In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024 and for all other entities after December 15, 2025. Early adoption is permitted. Since the Company elected not to opt out of the extended transition period offered to emerging growth companies, which defers adoption of new or revised financial accounting standards until private companies are required to comply, the Company will adopt ASU 2023-09 for the fiscal year beginning after December 15, 2025. The Company does not expect the adoption to have a material impact on the accompanying financial statements and disclosures.

~~Item~~In 3.November 2024, ~~Quantitative~~the FASB issued ASU 2024-03 and ~~Qualitative~~in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures ~~About~~(Topic ~~Market~~220-40): ~~Risk~~Disaggregation of Income Statement Expenses (ASU 2025-01). The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company’s management is currently assessing the effect that adoption of this guidance will have on its financial statements and disclosures.

~~Not~~Management ~~required~~does ~~for~~not ~~smaller~~believe ~~reporting~~that ~~companies~~any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item 43. ~~Controls~~Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk

~~Disclosure~~Not ~~controls and procedures are controls and other procedures that are designed to ensure that information~~ required tofor besmaller ~~disclosed~~reporting ~~in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms~~companies. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including Dr. Suying Liu, our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Evaluation~~Item of4. ~~Disclosure~~ Controls and Procedures

AsDisclosure ~~required~~controls byand ~~Rules~~procedures ~~13a-15~~are controls and ~~15d-15~~other ~~under~~procedures ~~the~~that ~~Exchange~~are ~~Act,~~designed ~~Dr.~~to ~~Suying~~ensure ~~Liu,~~that information required to be disclosed in our ~~Chief~~reports ~~Executive~~filed ~~Officer~~or ~~and~~submitted ~~Chief~~under ~~Financial~~the ~~Officer~~Exchange Act is recorded, ~~carried~~processed, ~~out~~summarized anand ~~evaluation~~reported ofwithin the ~~effectiveness~~time ofperiods ~~the~~specified ~~design~~in ~~and~~the ~~operation~~SEC’s ofrules ~~our~~and ~~disclosure~~forms. Disclosure controls and procedures asinclude, ofwithout ~~March 31~~limitation, ~~2025.~~controls ~~Based~~and ~~upon~~procedures ~~his~~designed ~~evaluation,~~to heensure ~~concluded~~ that information required to be disclosed in our ~~disclosure~~reports ~~controls~~filed or submitted under the Exchange Act is accumulated and ~~procedures~~communicated ~~(as~~to ~~defined~~our inmanagement, ~~Rules~~including ~~13a-15~~Dr. €Suying Liu, our Chief Executive Officer and ~~15d-15~~Chief €Financial ~~under~~Officer, ~~the~~to ~~Exchange~~allow ~~Act)~~timely ~~were~~decisions ~~effective~~regarding required disclosure.

~~During~~Evaluation ~~the audit~~ of ~~the~~Disclosure ~~Form~~Controls ~~10-K for the year ended December 31, 2023, management has identified material weaknesses in internal controls due to the restatements to our December 31, 2022, March 31, 2023, June 30, 2023~~ and September 30, 2023 financial statements (“restatements”) regarding the improper classification of the Investment held in Trust Account and Deferred underwriting fee payable as current asset and liability, respectively, in our financial statements and the errors in earnings (loss) per share. In addition, the material weaknesses identified in December 31, 2023 financial reporting includes improper recognition of an invoice received which is identified during the review of the Form 10-Q for the quarter ended March 31, 2024.Procedures

~~Additionally,~~As required ~~during~~by ~~the~~Rules 13a-15 ~~review~~and ~~of the Form 10~~15d-Q15 ~~for~~under the ~~period~~Exchange ~~ended~~Act, ~~March~~Dr. ~~31,~~Suying ~~2024~~Liu, ~~management~~our ~~has~~Chief ~~identified~~Executive aOfficer ~~material~~and ~~weakness~~Chief inFinancial Officer, ~~internal~~carried ~~controls~~out ~~due~~an toevaluation ~~the~~of ~~Company’s inability to timely file~~ the ~~Annual~~effectiveness ~~Report~~of ~~on Form 10-K for~~ the ~~year~~design ~~ended~~and ~~December~~operation ~~31,~~of ~~2023,~~our asdisclosure ~~well~~controls ~~as the subsequent Quarterly Report on Form 10-Q for the period ended March 31, 2024~~ and ~~June~~procedures ~~30,~~as ~~2024. On October 4, 2024, the Company filed the~~ of June 30, ~~2024 10-Q with the SEC~~2025. OnBased ~~October~~upon ~~30,~~his ~~2024~~evaluation, ~~the~~he ~~Company~~concluded ~~received a letter from Nasdaq stating~~ that ~~the~~our ~~Company~~disclosure ~~had~~controls ~~regained~~and ~~compliance~~procedures ~~with~~(as ~~the~~defined ~~Listing~~in Rules 13a-15 ~~Rule~~€ and ~~that~~15d-15 € under the ~~matter~~Exchange isAct) ~~now~~were ~~closed~~not effective.

~~While~~During wethe ~~have~~audit ~~processes~~of tothe ~~identify~~Form ~~and~~10-K ~~appropriately~~for ~~apply~~the ~~applicable~~year ~~accounting~~ended ~~requirements~~December 31, we2023, ~~plan~~management tohas ~~continue~~identified material weaknesses in internal controls due to ~~enhance~~the restatements to our ~~system~~December 31, of2022, ~~evaluating~~March 31, 2023, June 30, 2023 and ~~implementing~~September 30, 2023 financial statements (“restatements”) regarding the ~~accounting~~improper ~~standards~~classification ~~that~~of ~~apply~~the toInvestment ~~our~~held ~~financial~~in ~~statements,~~Trust ~~including~~Account ~~through~~and ~~enhanced~~Deferred ~~analyses~~underwriting byfee ~~our~~payable ~~personnel~~as current asset and ~~third-party~~liability, ~~professionals~~respectively, ~~with~~in ~~whom~~our wefinancial ~~consult~~statements ~~regarding~~and ~~complex~~the ~~accounting~~errors ~~applications.~~in ~~The~~earnings ~~elements~~(loss) ofper ~~our~~share. ~~remediation~~In ~~plan~~addition, ~~can~~the ~~only~~material beweaknesses ~~accomplished~~identified ~~over~~in ~~time~~December 31, ~~and~~2023 wefinancial ~~can~~reporting ~~offer~~includes noimproper ~~assurance~~recognition ~~that~~of ~~these~~an ~~initiatives~~invoice ~~will~~received ~~ultimately~~which ~~have~~is identified during the ~~intended~~review ~~effects~~of the Form 10-Q for the quarter ended March 31, 2024.

~~Changes~~Additionally, during the review of the Form 10-Q for the period ended March 31, 2024, management has identified a material weakness in ~~Internal~~internal ~~Control~~controls ~~Over~~due ~~Financial~~to ~~Reporting~~the Company’s inability to timely file the Annual Report on Form 10-K for the year ended December 31, 2023, as well as the subsequent Quarterly Report on Form 10-Q for the period ended March 31, 2024 and June 30, 2024. On October 4, 2024, the Company filed the June 30, 2024 10-Q with the SEC. On October 30, 2024, the Company received a letter from Nasdaq stating that the Company had regained compliance with the Listing Rule and that the matter is now closed.

Other than as discussed above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.37

37While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

~~PART~~Changes IIin -Internal ~~OTHER~~Control ~~INFORMATION~~Over Financial Reporting

~~Item~~Other 1.than ~~Legal~~as ~~Proceedings~~discussed above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~None~~38

~~Item~~PART ~~1A.~~II ~~Risk~~- ~~Factors~~OTHER INFORMATION

~~Factors~~Item ~~that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on April~~ 1~~, 2025~~. ~~Any of~~Legal these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 1, 2025.Proceedings

~~Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.~~None

InItem ~~connection~~1A. ~~with~~Risk ~~the stockholders’ vote at the annual meeting of stockholders held by the Company on August 21, 2023, 9,653 shares were tendered for redemption.~~Factors

~~Item~~Factors 3that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on April 1, 2025. ~~Defaults~~Any ~~Upon~~of ~~Senior~~these ~~Securities~~factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 1, 2025.

~~None~~Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

~~Item~~In 4.connection ~~Mine~~with ~~Safety~~the ~~Disclosures~~stockholders’ vote at the annual meeting of stockholders held by the Company on August 21, 2023, 9,653 shares were tendered for redemption.

~~None~~Item 3. Defaults Upon Senior Securities

~~Item 5. Other Information~~None

~~None~~Item 4. Mine Safety Disclosures

38None

Item 65. ~~Exhibits~~Other Information

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~None

Exhibit No.		Description
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Chief Executive Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*Item ~~Filed herewith~~6. ** Furnished herewith.Exhibits

39The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

SIGNATURES

Exhibit No.		Description
16.1		Letter from UHY LLP, dated August 7, 2025 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2025).

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certifications of Chief Executive Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certifications of Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

In* ~~accordance~~Filed ~~with~~herewith. ~~the~~** ~~requirements~~Furnished ~~of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~herewith.

	MOUNTAIN CREST ACQUISITION CORP. V
Date: May 22, 2025	By:	/s/ Suying Liu
	Name:	Suying Liu
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial and Accounting Officer)

40SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOUNTAIN CREST ACQUISITION CORP. V

Date: August 19, 2025	By:	/s/ Suying Liu
	Name:	Suying Liu
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial and Accounting Officer)

Filing Compare · Mountain Crest Acquisition Corp. V