[8-K] Mountain Crest Acquisition 6 Corp. Reports Material Event
Rhea-AI Filing Summary
Mountain Crest Acquisition 6 Corp. reports completion of its initial public offering of 6,000,000 units at $10.00 per unit, raising $60,000,000. Each unit includes one ordinary share and one right to receive one-fourth of an ordinary share after a business combination.
As of May 1, 2026, the entire $60,000,000 of IPO and private placement proceeds was placed in a trust account for public shareholders, while the balance sheet shows only $4,650 of cash outside the trust and a working capital deficit of $428,387. The auditor issued a going concern emphasis, noting the SPAC has 12 months, extendable to 18 months with sponsor-funded extensions, to complete a business combination or else wind up and liquidate.
Positive
- None.
Negative
- None.
Insights
$60M SPAC IPO completed, but with standard going concern risks.
Mountain Crest Acquisition 6 Corp. has completed a SPAC IPO, selling 6,000,000 units at $10.00 each and placing $60,000,000 into a trust account. Public shareholders are entitled to redeem at approximately $10.00 per share, subject to the SPAC’s business combination outcome.
Outside the trust, the balance sheet shows cash of only $4,650 and a working capital deficit of $428,387, largely due to offering costs and a related-party promissory note. The auditor highlights “substantial doubt” about the company’s ability to continue as a going concern unless it completes a business combination within the 12‑month initial period.
The structure includes a 45‑day over‑allotment option, rights converting into one-fourth of a share, and potential extensions funded by the sponsor. Future filings around any proposed business combination and redemption levels at that time will determine how much of the $60,000,000 trust ultimately supports a transaction versus being returned to shareholders.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | N/A | |||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: +
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Capital Market LLC | ||||
| The Capital Market LLC | ||||
| The Capital Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Item 8.01. Other Events
As previously disclosed, on May 1, 2026, Mountain Crest Acquisition 6 Corp. (the “Company”) consummated its initial public offering (“IPO”) of 6,000,000 units (the “Units”). Each Unit consists of one ordinary share (“Ordinary Share”) and one right to receive one-fourth of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any.
As of May 1, 2026, a total of $60,000,000 of the proceeds from the IPO and the private placement with Mountain Crest Holdings 6 LLC, the Company’s sponsor, consummated simultaneously with the closing of the IPO, were deposited in a trust account established for the benefit of the Company’s public shareholders.
An audited balance sheet as of May 1, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the private placement is included with this report as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet dated May 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 7, 2026 | ||
| MOUNTAIN CREST ACQUISITION 6 CORP. | ||
| By: | /s/ Suying Liu | |
| Name: | Suying Liu | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
2
Exhibit 99.1
MOUNTAIN CREST ACQUISITION 6 CORP.
INDEX TO FINANCIAL STATEMENT
| Audited Financial Statement: | ||
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171) | F-2 | |
| Balance Sheet as of May 1, 2026 | F-3 | |
| Notes to Financial Statement | F-4 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Mountain Crest Acquisition 6 Corp.
Opinion on the Financial Statement
We have audited the accompanying balance sheet of Mountain Crest Acquisition 6 Corp. (the “Company”) as of May 1, 2026, and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of May 1, 2026, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as Going Concern
The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statement, the Company does not have sufficient cash and working capital to sustain its operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statement. The Company has 12 months from the closing of the Initial Public Offering to complete the initial business combination or it will trigger an automatic winding up, dissolution and liquidation. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1 to the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WWC, P.C.
Certified Public Accountants
PCAOB ID: 1171
We have served as the Company’s auditor since 2026.
San Mateo, California
May 7, 2026
F-2
MOUNTAIN CREST ACQUISITION 6 CORP.
BALANCE SHEET
MAY 1, 2026
| Assets: | ||||
| Current assets | ||||
| Cash | $ | 4,650 | ||
| Prepaid expenses | 16,500 | |||
| Total current assets | 21,150 | |||
| Cash held in Trust Account | 60,000,000 | |||
| Total Assets | $ | 60,021,150 | ||
| Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit: | ||||
| Liabilities: | ||||
| Current liabilities | ||||
| Accrued offering costs | $ | 55,000 | ||
| Accrued expenses | 517 | |||
| Over-allotment option liability | 47,300 | |||
| Promissory note – related party | 346,720 | |||
| Total current liabilities | 449,537 | |||
| Total Liabilities | 449,537 | |||
| Commitments and Contingencies (Note 6) | ||||
| Ordinary shares subject to possible redemption, $0.0001 par value; 6,000,000 shares at redemption value of $10.00 per share | 60,000,000 | |||
| Shareholders’ Deficit: | ||||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | - | |||
| Ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,047,143 shares issued and outstanding(1) (excluding 6,000,000 shares subject to possible redemption) | 305 | |||
| Additional paid-in capital | - | |||
| Accumulated deficit | (428,692 | ) | ||
| Total Shareholders’ Deficit | (428,387 | ) | ||
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 60,021,150 |
| (1) | Includes an aggregate of up to 385,714 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
The accompanying notes are an integral part of the financial statement.
F-3
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 1 — Organization and Business Operations
Mountain Crest Acquisition 6 Corp. (the “Company”) is blank check company incorporated as a British Virgin Island business company on January 6, 2026. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target.
As of May 1, 2026, the Company had not commenced any operations. All activity for the period from January 6, 2026 (inception) through May 1, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and/or dividend income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Mountain Crest Holdings 6 LLC (the “Sponsor”).
The registration statement for the Company’s Initial Public Offering was declared effective on April 29, 2026, On May 1, 2026, the Company consummated the Initial Public Offering of 6,000,000 units at $10.00 per unit (the “Units”), generating gross proceeds of $60,000,000. Each Unit consists of one ordinary share and one right (the “Public Right”). Each Public Right entitles the holder to receive one-fourth (1/4) of one ordinary share upon consummation of initial Business Combination.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 90,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and D. Boral Capital LLC (“D. Boral”), the lead underwriter and the representative of the underwriters. Each Private Placement Unit consists of one ordinary share and one right (the “Private Placement Right”). Of those 90,000 Private Placement Units, the Sponsor purchased 25,000 Private Placement Units with gross proceeds of $250,000 and the Company paid the portion of the underwriting fee owed to D. Boral, through issuance of 65,000 Private Placement Units (the “Upfront Compensation Units”). Each Private Placement Unit is identical to the Units sold in the Initial Public Offering, except as described in the Company’s prospectus.
Additionally, at the closing of an initial Business Combination, D. Boral will receive a number of the Company’s ordinary shares equal to 2.5% of the gross proceeds of the Initial Public Offering divided by $10.00 (the “Deferred Compensation Shares”), or $1,500,000 or 150,000 ordinary shares. No discounts or commissions have been paid on the sale of the Private Placement Units. The Upfront Compensation Units and the Deferred Compensation Shares are deemed underwriting compensation by FINRA and are subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1).
As of April 29, 2026, the effective date of the Company’s prospectus, the Company has elected to issue the maximum number of Upfront Compensation Units permitted in satisfaction of the underwriting fee, consisting of 65,000 Private Placement Units.
Transaction costs amounted to $1,258,100, consisting of $900,000 of underwriting fee (of which $250,000 was paid in cash and $650,000 was settled through the issuance of 65,000 of Private Placement Units at $10.00 per Private Placement Unit) and $358,100 of other offering costs.
F-4
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 1 — Organization and Business Operations (cont.)
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less any taxes payable on interest earned and less any interest earned thereon that is released to the Company for taxes).
The initial Business Combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the Trust Account (defined below) (less any taxes payable on interest earned and less any interest earned thereon that is released to the Company for taxes) at the time of signing a definitive agreement in connection with the initial Business Combination. However, 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
Following the closing of the Initial Public Offering on May 1, 2026, an amount of $60,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and Private Placement Units was placed in a U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds may only be invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the private placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period (defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of all of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the public shareholders.
The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination (regardless of whether a shareholder abstains, or votes for or against or abstains from voting on the proposed transaction) or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. As of May 1, 2026, the amount in the Trust Account is $10.00 per public share (subject to increase of up to an additional $0.20 per unit in the event that the Sponsor elects to extend the period of time to consummate a Business Combination, as described in more detail in the Initial Public Offering).
F-5
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 1 — Organization and Business Operations (cont.)
The public shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The Company will have only 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering if the Company extend the period of time to consummate a Business Combination by the full amount of time without shareholder approval) (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation 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 Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.
D. Boral (and its designees), the Sponsor, officers and directors have agreed to (i) to waive their redemption rights with respect to their Founder Shares (as defined in Note 6), private placement shares and public shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders for a vote, D. Boral (and its designees), the Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with the Company, to vote any Founder Shares and private placement shares held by them and any public shares purchased during or after the Initial Public offering in favor of the initial Business Combination.
The Company’s Sponsor has agreed that it will 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 amount of funds in the Trust Account to below (i) $10.00 per public share or (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 share due to reductions in the value of the trust assets, in each case less taxes payable and up to $100,000 of interest that may be released to the Company to pay liquidation and dissolution expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under 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 has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations.
F-6
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 1 — Organization and Business Operations (cont.)
Going Concern Consideration
As of May 1, 2026, the Company had cash of $4,650 and working capital deficit of $428,387. The Company has completed its Initial Public Offering and the sale of the Private Placement Units on May 1, 2026, at which time capital in excess of the funds deposited in Trust Account and/or used to fund offering and other operating expenses was released to the Company for general capital purposes. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Financial Statement Presentation – Going Concern,” the Company’s management has since reevaluated the Company’s liquidity and financial condition, and determined that the Company still lacks the liquidity to sustain its operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statement.
The Company initially has 12 months to consummate the initial Business Combination (assuming no extensions). If the Company does not complete a Business Combination, the Company will wind up, dissolve and liquidate pursuant to the terms of its amended and restated memorandum and articles of association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that Business Combination might not happen within the 12-month period from the closing of the Initial Public Offering. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, also raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, management believes that it would be prudent to include in its disclosure language about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.
There is no assurance that the Company’s plans to complete the Business Combination will be successful within the Combination Period. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.
As a result of these circumstances and the ongoing Russia/Belarus/Ukraine, Hamas/Iran/Lebanon/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statement IS presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status
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 auditor 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 shareholder approval of any golden parachute payments not previously approved.
F-7
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 2 — Basis of Presentation and Summary of Significant Accounting Policies (cont.)
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 statement 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.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires 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 statement. Actual results could differ from those estimates.
Cash
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $4,650 and no cash equivalents as of May 1, 2026.
Cash Held in Trust Account
As of May 1, 2026, the assets held in the Trust Account, amounting to $60,000,000, were held in cash.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, result of operations, and cash flows.
Offering Costs
The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of legal and other professional expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value and recorded as a reduction of the proceeds allocated to such instruments. Offering costs allocated to the public shares were charged to temporary equity, and offering costs allocated to the Public Rights and Private Placement Rights included in Private Placement Units were charged to shareholders’ deficit.
F-8
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 2 — Basis of Presentation and Summary of Significant Accounting Policies (cont.)
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature, except for the over-allotment option liability which is measured at fair value based on unobservable inputs (see Note 9)
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of May 1, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.
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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and are accounted for as a liability pursuant to FASB ASC Topic 480 as the underwriters did not exercise their over-allotment option the time of the Initial Public Offering. As of May 1, 2026, there is an over-allotment option liability of $47,300 recognized in the Company’s balance sheet.
F-9
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 2 — Basis of Presentation and Summary of Significant Accounting Policies (cont.)
Rights
The Company accounted for the Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with FASB ASC Topic 480 and FASB ASC Topic 815.
Ordinary Shares Subject to Possible Redemption
The public shares contain a redemption feature which allows for the redemption of such public shares included in the Units sold in the Initial Public Offering in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC 480-10-S99, the Company classifies public shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of May 1, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of May 1, 2026, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | $ | 60,000,000 | ||
| Less: | ||||
| Proceeds allocated to Public Rights | (12,000,000 | ) | ||
| Proceeds allocated to over-allotment option liability | (47,300 | ) | ||
| Public shares issuance costs | (1,001,259 | ) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | 13,048,559 | |||
| Ordinary shares subject to possible redemption, May 1, 2026 | $ | 60,000,000 |
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 on January 6, 2026, the date of its incorporation.
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 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 the financial statement and disclosures.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.
F-10
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 3 — Initial Public Offering
Pursuant to the Initial Public Offering on May 1, 2026, the Company sold 6,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $60,000,000. Each Unit consists of one ordinary share with $0.0001 par value and one Public Right. Each Public Right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the consummation of the Company’s initial Business Combination. The Company will not issue fractional shares upon conversion of the Public Rights, as disclosed in Note 7.
Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering, the Sponsor and D. Boral purchased an aggregate of 90,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, in a private placement. Each Private Placement Unit consists of one ordinary share and one Private Placement Right. Of those 90,000 Private Placement Units, the Sponsor purchased 25,000 Private Placement Units with gross proceeds of $250,000 and the Company paid the portion of the underwriting fee owed to D. Boral, through issuance of 65,000 Upfront Compensation Units at $10.00 per Unit. Each Private Placement Unit is identical to the Units sold in the Initial Public Offering, except that, (i) the Company may not redeem the ordinary shares underlying the Private Placement Units, and (ii) the Private Placement Units (including the ordinary shares issuable upon conversion of the Private Placement Rights) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the completion of an initial Business Combination, and are entitled to registration rights.
As of April 29, 2026, the effective date of the Company’s prospectus, the Company has elected to issue the maximum number of Upfront Compensation Units permitted in satisfaction of the underwriting fee, consisting of 65,000 Private Placement Units.
Note 5 — Related Party Transactions
Founder Shares
On January 12, 2026, the Company issued to the Sponsor 2,957,143 shares of ordinary shares with $0.0001 par value (the “Founder Shares”) for an aggregated consideration of $25,000, or approximately $0.0085 per share, which includes an aggregate of up to 385,714 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. The aggregate consideration of $25,000 was satisfied through the Sponsor’s payment of certain formation and offering costs on behalf of the Company.
The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if (1) the last sale price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day after the initial Business Combination or (2) if the Company completes a transaction after the initial Business Combination which results in all or its shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.
The Founder Shares are identical to the ordinary shares included in the Units sold in the Initial Public Offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) holders of the Founder Shares have the right to vote on the election of directors prior to an initial Business Combination, (ii) the Founder Shares are subject to certain transfer restrictions, as described in more detail above, and (iii) the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company on April 29, 2026, pursuant to which they have agreed (A) to waive their redemption rights with respect to their Founder Shares, private placement shares, and public shares in connection with the completion of an initial Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete an initial Business Combination within Combination Period. If the Company submits its initial Business Combination to its public shareholders for a vote, D. Boral Capital (and its designees), the Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with the Company on April 29, 2026, to vote any Founder Shares, and private placement shares held by them in favor of an initial Business Combination.
F-11
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 5 — Related Party Transactions (cont.)
Promissory note – related party
The Company’s Sponsor agreed to loan the Company up to $750,000 under an unsecured promissory note to be used for a portion of the expenses of the offering. These loans are non-interest bearing, unsecured and are due at the earlier of the closing of the initial Business Combination or the date which the company determines not to conduct this offering. The loan will be repaid from funds held outside the trust account. As of May 1, 2026 , the Company had borrowed $346,720 under the promissory note.
Working Capital Loans
In addition, in order to finance transaction costs in connection with an initial 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. The terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of May 1, 2026, the Company had no borrowings under the Working Capital Loans.
Extension Loan
The Company will have until 12 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, it may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination). The extensions do not require shareholder approval. Pursuant to the terms of the amended and restated memorandum and articles of association and the Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company on April 29, 2026, in order to extend the time available for the Company to consummate the initial Business Combination, the Sponsor or its affiliates or designees, upon two days advance notice prior to the applicable deadline, must deposit into the Trust Account $600,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,200,000, or $0.20 per share if the Company extends for the full six months). Any such payments would be made in the form of a loan (the “Extension Loans”). Any such Extension Loans will be non-interest bearing and payable upon the consummation of the initial Business Combination. If the Company completes the initial Business Combination, it would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholder contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination. As of May 1, 2026, the Company had no borrowings under the Extension Loans.
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares and Private Placement Units (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed on April 29, 2026, the effective date of the Company’s registration statement requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short-from demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period. Notwithstanding the above, the shares issued to the underwriters in the Initial Public offering are further subject to the limitations on registration requirements imposed by FINRA Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements.
F-12
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 6 — Commitments and Contingencies (cont.)
Right of First Refusal
Subject to certain conditions, the Company granted D. Boral, for a period beginning on the closing of the Business Combination and ending 24 months after the date of the consummation of a Business Combination, a right of first refusal to act as sole underwriter, sole book-running manager and sole placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during such 24 months from the closing of a Business Combination of the Company, or any successor to or any subsidiary of the Company. For the sake of clarity, this right of refusal shall encompass the time period leading up to the closing of the Business Combination while the Company is still a special purpose acquisition company. Notwithstanding the foregoing, in event that a target company — in connection with a Business Combination — sources a private placement of public equity (a “PIPE”), the aforementioned right of refusal reference shall not apply in such a limited instance. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales in the Initial Public Offering.
Underwriters’ Agreement
The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 900,000 Units to cover over-allotments, if any. As of May 1, 2026, the 900,000 Units remained open.
The underwriters were entitled to an underwriting discount of one percent (1.5%) of the gross proceeds of the Initial Public Offering, or $900,000 in the aggregate. Of this amount, $250,000 was paid to the underwriters in cash at the closing of the Initial Public Offering, and the Company has the right to pay the remainder in Private Placement Units. As of April 29, 2026, the effective date of the Company’s prospectus, the Company has elected to issue the maximum number of Upfront Compensation Units permitted in satisfaction of the underwriting fee, consisting of 65,000 Private Placement Units. On May 1, 2026, the Company paid the portion of the underwriting fee owed to D. Boral, through issuance of 65,000 Private Placement Units at $10.00 per Private Placement Unit.
Additionally, pursuant to the Underwriting Agreement executed on April 29, 2026, at the closing of an initial Business Combination, D. Boral will receive a number of the ordinary shares equal to 2.5% of the gross proceeds of the Initial Public Offering, divided by $10.00, or $1,500,000 in the aggregate or $150,000 ordinary shares as Deferred Compensation Shares. As of May 1, 2026, no Deferred Compensation Shares have been issued to D. Boral.
The Upfront Compensation Units and the Deferred Compensation Shares are deemed to be underwriting compensation by FINRA and are therefore subject to the lock-up restrictions set forth in FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), D. Boral has agreed not to sell, transfer, assign, pledge or hypothecate the Upfront Compensation Units or the Deferred Compensation Shares, or engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities, for a period of 180 days following the commencement of sales of the Initial Public Offering, except to (i) D. Boral or an underwriter or selected dealer in connection with the Initial Public Offering, or (ii) a bona fide officer or partner of D. Boral or of any such underwriter or selected dealer. After the expiration of the 180-day Lock-Up period, D. Boral may transfer such securities subject to compliance with or exemptions from applicable securities laws.
Note 7 — Shareholders’ Deficit
Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares with $0.0001 par value. As of May 1, 2026, there were no preference shares issued or outstanding.
F-13
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 7 — Shareholders’ Deficit (cont.)
Ordinary Shares — The Company is authorized to issue a total of 50,000,000 ordinary shares with $0.0001 par value. As of May 1, 2026, there were 3,047,143 ordinary shares issued and outstanding (which includes 2,957,143 Founder Shares and 90,000 private placement shares included and not yet separated in Private Placement Units), excluding the 6,000,000 ordinary shares subject to possible redemption. Up to 385,714 of 2,957,143 Founder Shares will be surrendered to the Company for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised.
Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the public shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority of the ordinary shares who are eligible to vote and attend and vote in a general meeting of the shareholders. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares, Representative’s Shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote.
Rights — Each holder of a right will receive one-fourth (1/4) of one ordinary share upon consummation of the initial Business Combination, even if the holder of such right redeemed all ordinary shares held by it in connection with the initial Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/4 share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. More specifically, the right holder will be required to indicate its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company.
If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.
As soon as practicable upon the consummation of the initial Business Combination, the Company will direct registered holders of the rights to return their rights to the rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such rights the number of full ordinary shares to which it is entitled. The Company will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such Business Combination and have been informed by the rights agent that the process of exchanging their rights for ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide the Company with any means of avoiding the Company’s obligation to issue the shares underlying the rights upon consummation of the initial Business Combination. Other than confirming that the rights delivered by a registered holder are valid, the Company will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination.
The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company’s). The Company will not issue fractional shares upon conversion of the rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Island’s law. As a result, the shareholder must hold rights in multiples of 4 in order to receive shares for all of the investors’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Accordingly, the rights may expire worthless.
F-14
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 8 — Segment Information
FASB 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 that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive Officer, 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 reportable segment.
The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, CODM reviews several key metrics, which include the following:
| January 15, 2026 |
||||
| Cash | $ | 4,650 | ||
| Prepaid Expenses | 16,500 | |||
| Cash held in Trust Account | 60,000,000 | |||
| Total Assets | $ | 60,021,150 | ||
The CODM reviews the position of total assets as reflected in the Company’s balance sheet and specifically monitors cash and other liquid resources held outside of the Trust Account to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. The CODM will review the interest and/or dividend income that will be earned on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
Note 9 — 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 assessment of the assumptions that market participants would use in pricing the asset or liability. |
F-15
MOUNTAIN CREST ACQUISITION 6 CORP.
NOTES TO FINANCIAL STATEMENT
MAY 1, 2026
Note 9 — Fair Value Measurements (cont.)
As of May 1, 2026, the Company’s over-allotment option liability was classified as a Level 3 financial instrument. The fair value of this liability is determined using a Black-Scholes valuation model that incorporates unobservable inputs including expected stock price volatility and the probability of the option exercise.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of May 1, 2026, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description: | Level | May 1, 2026 | |||||
| Assets: | |||||||
| Cash held in Trust Account | 1 | $ | 60,000,000 | ||||
| Liabilities: | |||||||
| Over-allotment option liability | 3 | $ | 47,300 | ||||
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 7, 2026, the date that the financial statement was available to be issued. Based upon this audit, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.
F-16