Mountain Crest Acquisition Corp. V asks stockholders to approve its proposed combination with CubeBio Co., Ltd.; the accompanying prospectus is for 42,154,073 ordinary shares of CubeBio Holdings Limited. If approved, a PubCo subsidiary would merge with Mountain Crest, while CubeBio shareholders exchange their shares for PubCo ordinary shares. Each Mountain Crest share outstanding, except shares cancelled under the agreement, converts into one PubCo share. The CubeBio Exchange Ratio uses $375,000,000 divided by $10.00, then divided by CubeBio shares outstanding plus shares subject to options and warrants.
In the no-redemption scenario, CubeBio shareholders are listed with 37,925,000 PubCo shares; 24,500,000 potential earnout shares equal 36.7% of total shares at closing including earnouts. Public holders may redeem at an estimated $11.95 per share before taxes; the trust account held $861,864 as of September 14, 2026. Stockholders vote November 11, 2026, on the combination and related charter, director, equity-plan and adjournment proposals.
CubeBio reported no revenue in 2024 or 2025 and net losses of ₩6,141,000,000 ($4,251,151) in 2025 and ₩8,065,000,000 ($5,583,054) in 2024. It expects RUO sales from 2027; full IVD sales are targeted for 2030, subject to applicable approvals.
Mountain Crest Acquisition Corp. V (MCAG) asks stockholders to amend its charter, extending its initial business-combination deadline from November 16, 2026, to May 16, 2027, if approved and implemented. The November 10, 2026, virtual meeting also includes a proposal to authorize adjournment for further proxy solicitation; it is not the vote on the CubeBio transaction. The Board may abandon the amendment even after approval.
Management says it cannot close its proposed combination with CubeBio Co., Ltd. before the current deadline but believes it can close before the extended date. A separate transaction vote is scheduled for November 11, 2026; closing is subject to stockholder approval, listing approval for PubCo ordinary shares on Nasdaq or another mutually agreed U.S. exchange, and other conditions.
The Trust Account held approximately $861,864 as of September 14, 2026, and the estimated redemption price was approximately $11.95 per public share before estimated taxes. Public holders may elect redemption regardless of how they vote and must tender shares by November 6, 2026. If the extension is not implemented and no combination is completed by November 16, 2026, the company says it would wind up and redeem 100% of outstanding public shares.
Mountain Crest Acquisition Corp. V (symbol: MCAG) is the issuer of record for a Form PRE 14A filing submitted to the SEC.
Mountain Crest Acquisition Corp. V is a SPAC that has not yet completed a Business Combination and remains in pre-revenue status. For the quarter ended June 30, 2026, it reported net income of $5,178, versus a net loss of $110,574 a year earlier, mainly due to a $100,000 gain on extinguishment of liabilities and $7,506 of interest on its Trust Account. For the first six months of 2026, it recorded a net loss of $108,797, an improvement from a loss of $291,952 for the same period in 2025.
Total assets were $889,852 at June 30, 2026, including $855,537 in the Trust Account and $18,299 of cash outside the trust. Liabilities totaled $3,847,545, driven by a $2,070,000 deferred underwriting fee and $1,550,000 of related-party promissory notes, resulting in a stockholders’ deficit of $3,800,349 and 72,123 shares of common stock classified as redeemable at an aggregate $842,656. The company’s securities were delisted from Nasdaq in November 2024 and now trade on the OTC Pink Market.
Management discloses that it has until November 16, 2026 to consummate a Business Combination, subject to periodic sponsor-funded extensions, and states that mandatory liquidation and dissolution would follow if no deal is completed. Limited working capital and reliance on sponsor loans lead to a conclusion that there is substantial doubt about the company’s ability to continue as a going concern, even as it continues pursuing a previously signed Business Combination Agreement with CUBEBIO Co., Ltd.
Mountain Crest Acquisition Corp. V, a SPAC, reported a Q1 2026 net loss of $113,975, driven mainly by general and administrative expenses of $120,046. Interest income on the Trust Account was modest at $7,392, reflecting its small remaining balance.
Total assets were $986,588 as of March 31, 2026, including $848,031 in the Trust Account and $97,101 of cash held outside the trust. Current liabilities were $1,879,459, largely related-party promissory notes, plus a $2,070,000 deferred underwriting fee, leaving a stockholders’ deficit of $3,802,061. The company has experienced extensive redemptions, with only 72,123 redeemable Public Shares outstanding and 2,873,023 total common shares issued and outstanding as of May 15, 2026.
Management discloses substantial doubt about the company’s ability to continue as a going concern because it must complete a Business Combination by November 16, 2026 or liquidate. Its securities were delisted from Nasdaq in November 2024 and now trade on the OTC Pink Market. The company has a Business Combination Agreement with CUBEBIO Co., Ltd. and is funding ongoing costs through a series of sponsor promissory notes.
Mountain Crest Acquisition Corp. V is a Delaware-based blank check company still seeking its initial business combination. A prior agreement with AUM Biosciences was terminated in June 2023, and the company later signed a definitive agreement with CUBEBIO Co., Ltd. in August 2024.
The SPAC has repeatedly extended its deadline to complete a deal, most recently to November 16, 2026, funded by sponsor deposits into the trust account and multiple unsecured promissory notes for working capital, including an April 2025 note of up to $500,000.
To manage obligations, the company converted $1.8 million of vendor liabilities into 450,000 common shares and converted sponsor notes into an additional 225,000 shares at $4.00 per share. As of June 30, 2025, non-affiliate market value was approximately $10.2 million, and 2,873,023 common shares were outstanding as of March 13, 2026.
The company faced multiple Nasdaq compliance issues, ultimately leading to suspension from Nasdaq and commencement of trading on the over-the-counter market in November 2024, with a subsequent Form 25-NSE filed in April 2025.
Mountain Crest Global Holdings LLC and its sole manager Suying Liu report beneficial ownership of 1,865,800 shares of Mountain Crest Acquisition Corp. V common stock. This stake represents 64.94% of the 2,873,023 shares outstanding as of November 14, 2025, giving them majority control of the company’s voting power.
Both the sponsor entity and Liu have sole voting and dispositive power over these shares, with no shared authority reported. The filing is a joint Schedule 13G/A amendment reflecting their combined ownership position rather than a new issuance or transaction.
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.