10-Q: Mountain Crest Acquisition Corp. V Q1 2026 Update

Mountain Crest Acquisition Corp. V reports Q1 2026 financials, detailing operational costs and progress towards a business combination.

Summary

• Mountain Crest Acquisition Corp. V (MCAG) filed its Form 10-Q for the quarter ended March 31, 2026.
• The company reported a net loss of $113,975 for the quarter, compared to a net loss of $181,378 for the same period in 2025.
• General and administrative expenses were $120,046 for Q1 2026, down from $191,225 in Q1 2025.
• Interest income from investments held in the Trust Account was $7,392 for Q1 2026, down from $12,119 in Q1 2025.
• As of March 31, 2026, the company had $97,101 in cash outside its Trust Account for working capital.
• The company continues to pursue a business combination and has until November 16, 2026, to complete one, after which it would face mandatory liquidation.
• The company's securities were delisted from Nasdaq on November 21, 2024, and now trade on the OTC Pink Market.
• A business combination agreement was entered into with CUBEBIO Co., Ltd. on August 29, 2024, with a target closing date of May 15, 2025, or later if extended.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the continued net loss, delisting from Nasdaq, and substantial doubt regarding the company's ability to continue as a going concern, despite efforts to extend the business combination deadline.

Positives

• Reduction in general and administrative expenses to $120,046 in Q1 2026 from $191,225 in Q1 2025.
• Continued pursuit of a business combination with CUBEBIO Co., Ltd., indicating ongoing efforts to achieve a merger.
• Regained compliance with Nasdaq's MVLS requirement on June 5, 2024, and subsequently with the Listing Rule on October 30, 2024, demonstrating efforts to meet exchange requirements.

Negatives

• Net loss of $113,975 for Q1 2026.
• Significant decrease in interest income from the Trust Account to $7,392 from $12,119 year-over-year.
• The company's securities were delisted from Nasdaq, now trading on the OTC Pink Market.
• Substantial doubt about the company's ability to continue as a going concern due to the uncertainty of consummating a business combination before the mandatory liquidation date of November 16, 2026.

Risks

• The company has until November 16, 2026, to complete a business combination, after which it will face mandatory liquidation and dissolution.
• The delisting from Nasdaq and subsequent trading on the OTC Pink Market may impact liquidity and investor perception.
• Geopolitical conditions, including conflicts in Ukraine and the Middle East, could adversely affect the search for a business combination and the operations of a target business.
• The company's ability to find a suitable target and complete a business combination may be impacted by market volatility and the availability of financing.
• Material weaknesses in internal controls over financial reporting have been identified, including issues with classification of assets/liabilities and earnings per share calculations.

Future Outlook

The company's primary focus remains on completing a business combination before its mandatory liquidation date of November 16, 2026. The proposed business combination with CUBEBIO Co., Ltd. is a key element of this outlook, with a target closing date of May 15, 2025, subject to extensions. The company anticipates continued operational costs and potential need for additional financing.

Management Comments

• Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raise substantial doubt about the Company's ability to continue as a going concern.
• Management intends to complete the proposed Business Combination before the mandatory liquidation date.
• Management believes the Company is not exposed to significant risks on its cash accounts.
• Management is currently assessing the effect that adoption of new accounting guidance will have on its financial statements and disclosures.

Industry Context

StockSavvy.ai notes that Mountain Crest Acquisition Corp. V, as a Special Purpose Acquisition Company (SPAC), is operating in a challenging environment. The SPAC market has seen increased scrutiny and regulatory attention, alongside a general market downturn impacting deal completion timelines and valuations. The delisting from Nasdaq and subsequent move to the OTC Pink Market further highlight these industry pressures.

Comparison to Industry Standards

• As a SPAC, direct comparison to traditional operating companies on metrics like revenue or profit is not applicable. The primary benchmark for SPACs is the successful completion of a business combination within their mandated timeframe.
• The company's ability to extend its combination period through trust account deposits is a common strategy within the SPAC industry, though it also highlights the difficulty in finding and closing deals.
• The delisting from Nasdaq and subsequent trading on the OTC Pink Market is a negative indicator compared to SPACs that maintain their exchange listings, suggesting potential challenges in meeting listing requirements or attracting institutional investors.

Corporate Governance

Related Party Transactions

• Promissory notes issued by the Sponsor to the Company for working capital purposes, with outstanding balances as of March 31, 2026.
• Administrative support agreement with the Sponsor for office space, utilities, and administrative support, with fees incurred and paid for the three months ended March 31, 2026 and 2025.
• Conversion of promissory notes and vendor liabilities into shares of Common Stock.

Stakeholder Impact

• Public stockholders face significant risk due to the company's delisting from Nasdaq, the ongoing net loss, and the uncertainty of a business combination before the liquidation deadline.
• The Sponsor continues to provide financial support through promissory notes, indicating a vested interest in the company's success but also potential for further dilution or conversion of debt.
• Creditors may face uncertainty regarding repayment if a business combination is not consummated, although the Sponsor has agreed to waive certain liquidation rights.

Next Steps

• Continue to pursue a business combination with CUBEBIO Co., Ltd.
• Complete the business combination by November 16, 2026, to avoid mandatory liquidation.
• Manage operational costs and explore potential additional financing if needed.
• Address material weaknesses in internal controls over financial reporting.

Key Dates

Recommendation

The company is in a precarious position with a delisted stock, ongoing losses, and a looming liquidation deadline. While a business combination with CUBEBIO is being pursued, significant execution risk remains. Investors should hold positions cautiously, awaiting further clarity on the business combination's progress and potential for a successful merger.

Keywords

Mountain Crest Acquisition Corp. V, Form 10-Q, SPAC, Business Combination, CUBEBIO, Delisting, OTC Pink Market, Financial Statements, Quarterly Report