10-Q: Mountain Crest Acquisition Corp. V Q2 2026 Update: Delisting and Business Combination Uncertainty

Mountain Crest Acquisition Corp. V's Q2 2026 Form 10-Q reveals significant challenges, including Nasdaq delisting and continued uncertainty regarding its business combination, alongside a net loss for the period.

Summary

• Mountain Crest Acquisition Corp. V (MCAG) filed its Form 10-Q for the quarter ended June 30, 2026.
• The company reported a net income of $5,178 for the three months ended June 30, 2026, compared to a net loss of $110,574 for the same period in 2025. For the six months ended June 30, 2026, the net loss was $108,797, compared to $291,952 for the same period in 2025.
• The company's securities were delisted from Nasdaq on November 21, 2024, and now trade on the OTC Pink Market.
• MCAG has until November 16, 2026, to complete a business combination, after which it will face mandatory liquidation.
• 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 the outside date.
• The company has substantial doubt about its ability to continue as a going concern due to the uncertainty of completing a business combination before the mandatory liquidation date.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the company's ongoing struggle to complete a business combination, its delisting from Nasdaq, and the substantial doubt raised about its ability to continue as a going concern.

Positives

• Reported a net income of $5,178 for the three months ended June 30, 2026, a significant improvement from the net loss in the prior year's comparable period.
• The company has a business combination agreement in place with CUBEBIO Co., Ltd., indicating progress towards a potential merger.
• The company has regained compliance with Nasdaq's MVLS requirement multiple times, demonstrating efforts to meet listing standards.
• A gain on extinguishment of liabilities of $100,000 was recognized during the six months ended June 30, 2026.

Negatives

• The company's securities were delisted from Nasdaq on November 21, 2024, and now trade on the OTC Pink Market.
• There is substantial doubt about the company's ability to continue as a going concern due to the uncertainty of completing a business combination before the mandatory liquidation date of November 16, 2026.
• The company incurred operating costs of $100,890 for the three months ended June 30, 2026, and $220,936 for the six months ended June 30, 2026.
• The company has a history of failing to meet Nasdaq's listing requirements, leading to multiple notices and a eventual delisting.
• The company has not generated any operating revenues and does not expect to until after the completion of its business combination.

Risks

• The company has until November 16, 2026, to complete a business combination; failure to do so will result in mandatory liquidation and dissolution.
• The ongoing geopolitical conditions, including conflicts in Ukraine and the Middle East, could materially adversely affect the search for a business combination and the operations of any target business.
• The company's ability to find a suitable target business and consummate a business combination may be impacted by market volatility and decreased availability of third-party financing.
• The company has identified material weaknesses in its internal controls over financial reporting, including issues related to the classification of assets and liabilities and errors in earnings per share calculations.
• The company's securities are now trading on the OTC Pink Market following delisting from Nasdaq, which may impact liquidity and investor interest.

Future Outlook

The company's primary focus remains on completing a business combination before the November 16, 2026 deadline. Failure to do so will result in liquidation. The company has entered into a Business Combination Agreement with CUBEBIO Co., Ltd., with a target closing date, but significant uncertainties remain.

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.
• 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, 2026.
• The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.
• Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Industry Context

StockSavvy.ai notes that Mountain Crest Acquisition Corp. V operates as a Special Purpose Acquisition Company (SPAC). The SPAC market has faced significant headwinds, including increased regulatory scrutiny, market volatility, and a challenging environment for completing business combinations within the typical timeframe. The delisting from Nasdaq and the ongoing uncertainty surrounding its business combination are consistent with broader trends impacting many SPACs that have struggled to find and close deals.

Comparison to Industry Standards

• Many SPACs aim to complete a business combination within 18-24 months of their IPO. Mountain Crest Acquisition Corp. V has extended its deadline multiple times, now facing a November 16, 2026 deadline, which is significantly longer than the typical timeframe.
• The delisting from Nasdaq due to failure to meet listing requirements (e.g., market value of listed securities, publicly held shares) is a common issue for SPACs that have not successfully completed a business combination or whose target company's valuation has declined.
• The substantial doubt about going concern is a prevalent issue among SPACs that are approaching their liquidation deadline without a confirmed business combination, indicating a high risk of dissolution.
• The reliance on sponsor loans for working capital is a common practice for SPACs, but the increasing amounts noted in this filing ($1.55M in related party promissory notes) highlight the ongoing need for funding and the potential financial strain.

Related Party Transactions

• Promissory notes from Sponsor: Outstanding amounts under various promissory notes to the Sponsor total $1,550,000 as of June 30, 2026.
• Administrative Support Agreement: The Company pays the Sponsor $10,000 per month for office space, utilities, and administrative support.
• Insider Shares: The Sponsor initially received 1,725,000 shares of Common Stock.
• Working Capital Loans: The Sponsor or affiliates may provide working capital loans, which can be converted into private units or forgiven.

Stakeholder Impact

• Public stockholders face significant risk of losing their investment if a business combination is not completed by November 16, 2026, leading to liquidation.
• The delisting from Nasdaq and trading on the OTC Pink Market may reduce liquidity and investor confidence for shareholders.
• Creditors may face uncertainty regarding repayment if the company liquidates without sufficient assets outside the trust account.
• The Sponsor faces potential forfeiture of some initial shares and may have loans forgiven if a business combination fails, but also has significant financial exposure through outstanding promissory notes.

Next Steps

• Continue to pursue a business combination with CUBEBIO Co., Ltd.
• Complete the business combination by November 16, 2026, to avoid liquidation.
• Seek additional capital through loans or investments if necessary.
• Address internal control deficiencies identified by management.

Key Dates

Recommendation

The company faces significant going concern issues, has been delisted from Nasdaq, and has a looming liquidation deadline without a completed business combination. The substantial doubt about its ability to continue as a going concern and the lack of operational revenue make it a high-risk investment. While a business combination agreement exists, its successful completion is highly uncertain.

Keywords

SPAC, Business Combination, Delisting, Going Concern, CUBEBIO, Nasdaq, OTC Pink Market, Liquidation