Mountain Crest SEC Filings

Mountain Crest Acquisition Corp. V insider reporting shows that an entity associated with CEO, CFO and director Suying Liu entered into an agreement to sell 200,000 shares of common stock at $5 per share on December 30, 2025.

According to the disclosure, the purchase price has been received, but the shares will only transfer to the buyer after the company completes its initial business combination. After this pending sale, 1,865,800 common shares are reported as indirectly beneficially owned through Mountain Crest Global Holdings LLC, over which Liu holds sole voting and dispositive power.

Mountain Crest Global Holdings LLC, a 10% owner of Mountain Crest Acquisition Corp. V, reported an open-market sale of 200,000 common shares on December 30, 2025 at $5 per share. After this transaction, it beneficially owns 1,865,800 common shares directly.

A footnote explains that the purchase price for these shares has already been received, but the shares will only be transferred to the buyer upon consummation of the issuer’s initial business combination, so completion of the transfer depends on that event.

Mountain Crest Acquisition Corp. V entered into an unsecured promissory note of up to $500,000 with its sponsor, Mountain Crest Global Holdings LLC, on December 11, 2025. The sponsor agreed to lend funds that the company may draw from time to time by written notice, and the note does not bear interest.

The principal becomes due on the earlier of completing an initial business combination with a target business or the company’s liquidation. If no business combination occurs, repayment will come only from amounts remaining outside the company’s trust account, if any. The note, approved by the independent directors, will be used to provide additional working capital for the company’s ongoing operations.

Mountain Crest Acquisition Corp. V (MCAG) filed its Q3 2025 report, showing it remains a SPAC pursuing a business combination while trading on the OTC Pink Market following a Nasdaq delisting in November 2024. For the quarter ended September 30, 2025, the company reported a net loss of $66,479 and a nine‑month net loss of $358,431.

Liquidity is tight with cash of $41,172 outside the trust and investments held in the Trust Account of $1,193,968. Total liabilities were $3,907,028, including a $2,070,000 deferred underwriting fee and $1,070,000 related‑party promissory note. Stockholders’ deficit was $(3,802,791). The balance sheet reflects excise taxes payable of $225,426; the company recognized $12,969 in excise‑tax interest and penalties in Q3.

The company disclosed substantial doubt about its ability to continue as a going concern, citing the need to complete a business combination by November 16, 2026 (with required deposits for extensions) or redeem public shares and liquidate. Redemptions on November 8, 2024 totaled 418,217 shares for $4,736,743. As of November 14, 2025, 2,873,023 common shares were outstanding. The company states it continues to pursue a business combination.

Mountain Crest Acquisition Corp. V extended its Business Combination Period to November 16, 2026 after stockholders approved an amendment to its charter at the annual meeting. Amendment No. 5 was filed with the Delaware Secretary of State on November 5, 2025.

On the October 7, 2025 record date, 2,902,004 common shares were entitled to vote; 2,508,855 shares (86.45%) were represented. The extension proposal passed with 2,439,847 For, 11,100 Against and was supported by 84.7% of votes cast. Stockholders also elected Suying Liu as director to serve until the 2028 annual meeting and ratified WWC, P.C. as independent auditor for the year ending December 31, 2025 with 2,508,855 For.

In connection with the meeting, stockholders redeemed 28,981 shares of publicly traded common stock.

Mountain Crest Acquisition Corp. V (MCAG) filed its definitive proxy for a virtual Annual Meeting on November 4, 2025 at 11:00 a.m. ET. Stockholders will vote on extending the SPAC deadline to November 16, 2026, electing one director, ratifying the auditor, and allowing potential adjournment.

The extension is intended to provide more time to close the previously announced Business Combination with CUBEBIO Co., Ltd.. Holders may elect to redeem regardless of how they vote. As of October 7, 2025, the Trust Account held approximately $1.19 million; the estimated redemption price is about $11.77 per share. The last reported closing price was $11.55 per share on the OTC Market.

The company notes its securities trade on the OTC Market and may be subject to “penny stock” rules. While Mountain Crest’s own Nasdaq listing is not a closing condition, Nasdaq listing of the post‑combination company is a condition precedent under the Business Combination Agreement. The redemption deadline is two business days before the meeting (October 31, 2025).

Mountain Crest Acquisition Corp. V is soliciting votes on four proposals: an Extension Proposal to extend the deadline to consummate an initial business combination to November 16, 2026; the Director Proposal to elect Suying Liu as a Class III director through the 2028 annual meeting; the Auditor Proposal to ratify WWC, P.C. as independent auditors for the year ending December 31, 2025; and an Adjournment Proposal authorizing the chairman to adjourn the annual meeting as needed.

The filing discloses founder and sponsor economics tied to the Combination Period: founders hold 1,725,000 founder shares acquired for $25,000; the Sponsor holds 223,000 Private Units purchased for $2,230,000; conversions yielded 225,000 shares from loans totaling $900,000; and the Sponsor has advanced $1,070,000 of interest-free loans with a $1.3M maximum. Prior extension payments included a $207,728 deposit and a $0.10 per-public-share rule for subsequent three-month extensions. Escrow release and redemption mechanics are described; several market-value fields are redacted.