MCAG 10-K & 10-Q changes, risk factors and insider trading
Mountain Crest Acquisition Corp. V (also MCAGR, MCAGU) · OTC · Surgical & Medical Instruments & Apparatus · CIK 1859035 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a smaller reporting company, we are not required to make disclosures under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Critical Accounting Policies and Estimates”
New heading “Critical Accounting Estimates”
New heading “Use of Estimates”
Largest changes
see in full comparisonWeInhaveconnection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 16,20252026 to consummateathe proposed Business Combination, provided that the Company deposits into thetrustTrustaccountAccount an amount equal to $0.10 per outstanding Public Share for each three-month extension commencing on November 17, 2023. It is uncertain thatwethe Company will be able to consummateathe proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequentdissolution.dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequentdissolutiondissolution,raisesraise substantial doubt aboutourthe Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities shouldwethe Company be required to liquidate after November 16,2025.2026. 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.
“On November 24, 2025, the IRS published additional information relating to excise tax on repurchases of corporate stock relating specifically to SPAC’s. The IRS published that any SPAC that priced their IPO prior to August 16, 2022 are not subject to excise tax on any redemptions. As such, the Company has reversed $225,426 of liabilities relating to excise tax that was accrued in previous quarters. …”see in full comparison
“For the year ended December 31, 2025, we had a net loss of $431,161, which consists of operating costs of $471,782, provision for income taxes of $8,894, offset by interest income on investments held in the Trust Account of $46,114 and reversal of prior year interest and penalties on excise tax liability of $3,401.”see in full comparison
Full comparison: every changed paragraph (32)
On August 14, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount up to $500,000 (the “August 2024 Note”) to the Sponsor. Pursuant to the
August 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from
time to time by written notice to the Sponsor. The aggregate amount advanced under the August 2024 Note is due payable by the Company
on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date
the Company liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In the event that the
Company does not consummate a business combination, the August 2024 Note will be repaid only from amounts remaining outside of the Company’s
trust account, if any. As of December 31, 2025 and 2024, there was $500,000 and $390,000 outstanding amount under this August 2024 Note.Note, respectively.
On April 11, 2025, the Company filed a Form 25-NSE with the Securities and Exchange Commission, which removed the Company’s securities from listing and registration on the Nasdaq Stock Market.
On April 25, 2025, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “April 2025 Note”) to the Company’s sponsor. Pursuant to the April 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2025 Note will be used by the Company for working capital purposes. As of December 31, 2025, there was $500,000 outstanding amount under this April 2025 Note.
On December 11, 2025, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “December 2025 Note”) to the Company’s sponsor. Pursuant to the December 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the December 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The December 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the December 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the December 2025 Note will be used by the Company for working capital purposes. As of December 31, 2025, there was no outstanding amount under this December 2025 Note with $500,000 available for withdrawal.
On November 24, 2025, the IRS published additional information relating to excise tax on repurchases of corporate stock relating specifically to SPAC’s. The IRS published that any SPAC that priced their IPO prior to August 16, 2022 are not subject to excise tax on any redemptions. As such, the Company has reversed $225,426 of liabilities relating to excise tax that was accrued in previous quarters. Of the $225,426, $194,291 was recorded back to accumulated deficit where the initial excise tax in connection with the redemption of common stock was recorded and is reflected in statements of changes in stockholders’ deficit, $3,401 was recorded to reversal of prior year interest and penalties on excise tax liability and $27,734 was recorded to general and administrative expense in the accompanying statements of operations.
We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 8, 2021 (inception) through December 31, 20242025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securitiesinvestments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the year ended December 31, 2025, we had a net loss of $431,161, which consists of operating costs of $471,782, provision for income taxes of $8,894, offset by interest income on investments held in the Trust Account of $46,114 and reversal of prior year interest and penalties on excise tax liability of $3,401.
For the year ended December 31, 2023, we had a net loss of $2,251,116, which consists of operating costs of $2,654,975, interest expenses of $5,587 and provision for income taxes of $101,282, partially offset by interest income on investment held in the Trust Account of $510,728.
For the year ended December 31, 2025, cash used in operating activities was $741,998. Net loss of $431,161 was affected by interest earned on investments held in the Trust Account of $46,114. Changes in operating assets and liabilities used $264,723 of cash for operating activities.
ForAs the year endedof December 31, 2023,2025, cashwe used in operating activities was $470,675. Net loss of $2,251,116 was affected by interest earned onhad investments held in the Trust Account of $510,728. Changes in operating assets and liabilities provided $2,291,169 of cash for operating activities As of December 31, 2024, we had marketable securities held in the Trust Account of $1,157,312$840,639 (including $90,149$79,373 of interest income) consisting of money market funds with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. ThroughDuring the year ended December 31, 2024,2025, we have withdrawn $140,442$27,249 of the interest earned on the Trust Account to pay franchise and income taxes and $4,736,743$335,538 in connection with redemptions.the redemption of shares.
As of December 31, 2024,2025, we had cash of $116,658$11,909 held outside the Trust Account for general working capital purposes. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. InIns the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.
On March 31, 2023, the Company and UHY Advisors/UHY LLP, the Company’s previous independent registered public accounting firm, entered into an unsecured promissory note for services rendered and unpaid in the principal sum of One Hundred Eight Thousand One Dollars and Ninety Cents ($108,001), plus interest applied monthly on any un-paid balance at the rate of eight (8%) percent per year until such sum is fully paid. On August 21, 2023, the Company and UHY Advisors/UHY LLP extended the due date of promissory note to October 31, 2023. If $102,877 is paid in full on this promissory note no later than October 31, 2023, all accrued finance charges on this promissory note will be forgiven. The promissory note is payable by the Company in advance without penalty. $5,125 of the balance was waived as agreed with UHY LLP. On November 6, 2023, the Company and UHY Advisors/UHY LLP further amended the promissory note by reducing the unpaid principal sum to $58,001 and extending the due date of the promissory note to January 31, 2024. On May 22, 2024, UHY Advisors/UHY LLP has agreed to extinguish a total of $179,035 of liabilities to UHY Advisors/UHY LLP and all interest accrued of $6,989 for a settlement amount of $160,000. As of December 31, 2025 and 2024, there was $0no longer outstanding and accrued interest payable under this note and $0 accrued interest payable in the accompanying balance sheets.
As of December 31, 20242025 and 2023,2024, there were $0no and $200,000longer outstanding amounts under the Notes, respectively.Notes.
On April 30, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “April 2024 Note”) to the Sponsor. Pursuant to the April 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2024 Note will be used by the Company for working capital purposes. As of December 31, 2025 and 2024, there was $300,000 outstanding amounts under this April 2024 Note.
On August 14, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “August 2024 Note”) to the Sponsor. Pursuant to the August 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the August 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the August 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. As of December 31, 2025 and 2024, there was $500,000 and $390,000 outstanding amount under this August 2024 Note.Note, respectively.
On April 25, 2025, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “April 2025 Note”) to the Company’s sponsor. Pursuant to the April 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2025 Note will be used by the Company for working capital purposes. As of December 31, 2025, there was $500,000 outstanding amount under this April 2025 Note.
On December 11, 2025, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “December 2025 Note”) to the Company’s sponsor. Pursuant to the December 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the December 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The December 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the December 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the December 2025 Note will be used by the Company for working capital purposes. As of December 31, 2025, there was no outstanding amount under this December 2025 Note with $500,000 available for withdrawal.
As of the date of the filing of this Quarterly report on form 10-Q, the Company extended the time it has to complete its initial Business Combination from February 16, 2024 to November 16, 2025 by depositing $51,932 each on February 16, 2024, May 15, 2024 and August 15, 2024 into its trust account.
WeIn haveconnection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 16, 20252026 to consummate athe proposed Business Combination, provided that the Company deposits into the trustTrust accountAccount an amount equal to $0.10 per outstanding Public Share for each three-month extension commencing on November 17, 2023. It is uncertain that wethe Company will be able to consummate athe proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolutiondissolution, raisesraise substantial doubt about ourthe Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should wethe Company be required to liquidate after November 16, 2025.2026. 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.
Critical Accounting Policies and Estimates
Critical Accounting Estimates
Use of Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of the end of the reporting period, we have not identified any critical accounting estimates.
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
We comply with accounting and disclosure
requirements of Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share. The statement of operations
include a presentation of loss per redeemable public share and loss per non-redeemable share following the two-class method of loss
per share. In order to determine the net loss attributable to both the public redeemable shares and non-redeemable shares, we first
considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For
purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares
subject to possible redemption was considered to be dividends paid to our public stockholders. Subsequent to calculating the total
loss allocable to both sets of shares, we split the amount to be allocated using a ratio of 14%3% for the Public Shares and 86% for
the non-redeemable shares97% for the year ended December 31, 2024 and 31% for the redeemable Public Shares and 69% for the
non-redeemable shares for the period ended December 31, 2023,2025 and 16% for the redeemable Public Shares and 84% for the non-redeemable shares for the period ended December 31, 2024, reflective of the respective participation rights.
As of December 31, 2024,2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in our earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.
Recent Accounting StandardsPronouncements
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective December 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2023. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements and disclosures.
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 public business entities for fiscal years beginning after December 15, 2024.2024 and for all other entities after December 15, 2025. Early adoption is permitted. The Company’s management doesis notcurrently believeassessing the effect that adoption of ASUthis 2023-09guidance will have a material impact on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03 and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220-40): Disaggregation of Income Statement Expenses (ASU 2025-01). The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company’s management is currently assessing the effect that adoption of this guidance will have on its financial statements and disclosures.
In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an
annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker
(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or
loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the
reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public
entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a
single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment
disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024, with early adoption permitted. As of December 31, 2024, this ASU became effective and our management adopted this ASU in our financial statements and related disclosures.
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 financial statements.statements
What changed in the latest 10-Q
Risk Factors
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“For the six months ended June 30, 2026, we had a net loss of $108,797, which consists of operating costs of $220,936, provision for income taxes of $2,759, offset by interest income on investments held in the Trust Account of $14,898, and gain on extinguishment of liability of $100,000.”see in full comparison
“For the six months ended June 30, 2025, we had a net loss of $291,952, which consists of operating costs of $311,696, provision for income taxes of $4,567, offset by interest income on investment held in the Trust Account of $24,311.”see in full comparison
For the three months endedsee in full comparisonMarchJune31,30, 2026, we had a netlossincome of$113,975,$5,178, which consists of operating costs of$120,046,$100,890, provision for income taxes of$1,321,$1,438, offset by interest income on investments held in the Trust Account of$7,392.$7,506, and gain on extinguishment of liability of $100,000.
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, cash used in operating activities was$164,808.$243,610. Net loss of$113,975$108,797 was affected by interest earned on investments held in the Trust Account of $14,898$7,392.and gain on extinguishment of liability of $100,000. Changes in operating assets and liabilities used$43,441$19,915 of cash for operating activities.
As ofsee in full comparisonMarchJune31,30, 2026, we had investments held in the Trust Account of$848,031$855,537 (including$86,765$94,271 of interestincomeincome, net of withdrawals) consisting of money market funds with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. During thethreesix months endedMarch 31,June 30, 2026, we have not withdrawn any of the interest earned on the Trust Account.
For thesee in full comparisonthreesix months endedMarchJune31,30, 2025, cash used in operating activities was$88,715.$321,337. Net loss of$181,378$291,952 was affected by interest earned on investments held in the Trust Account of$12,119.$24,311. Changes in operating assets and liabilities used$104,782$5,074 of cash for operating activities.
Full comparison: every changed paragraph (25)
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on AprilMarch 1,16, 2025.2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
On August 14, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “August 2024 Note”) to the Sponsor. Pursuant to the August 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the August 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the August 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. As of MarchJune 31,30, 2026 and December 31, 2025, there was $500,000 outstanding amount under this August 2024 Note.
On April 25, 2025, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “April 2025 Note”) to the Company’s sponsor. Pursuant to the April 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2025 Note will be used by the Company for working capital purposes. As of MarchJune 31,30, 2026 and December 31, 2025, there was $500,000 outstanding amount under this April 2025 Note.
On December 11, 2025, the Company issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “December 2025 Note”) to the Company’s sponsor. Pursuant to the December 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the December 2025 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The December 2025 Note does not bear interest. In the event that the Company does not consummate a business combination, the December 2025 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the December 2025 Note will be used by the Company for working capital purposes. As of MarchJune 31,30, 2026 and December 31, 2025, there was $250,000 and $0 outstanding amount, respectively, under this December 2025 Note with $250,000 available for withdrawal.
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from April 8, 2021 (inception) through MarchJune 31,30, 2026 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating
income in the form of interest income on investments held in the Trust Account. We incur expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended MarchJune 31,30, 2026, we had
a net lossincome of $113,975,$5,178, which consists of operating costs of $120,046,$100,890, provision for income taxes of $1,321,$1,438, offset by interest income
on investments held in the Trust Account of $7,392.$7,506, and gain on extinguishment of liability of $100,000.
For the three months ended MarchJune 31,30, 2025,
we had a net loss of $181,378,$110,574, which consists of operating costs of $191,225,$120,471, provision for income taxes of $2,272,$2,295, offset by interest
income on investment held in the Trust Account of $12,119.$12,192.
For the six months ended June 30, 2026, we had a net loss of $108,797, which consists of operating costs of $220,936, provision for income taxes of $2,759, offset by interest income on investments held in the Trust Account of $14,898, and gain on extinguishment of liability of $100,000.
For the six months ended June 30, 2025, we had a net loss of $291,952, which consists of operating costs of $311,696, provision for income taxes of $4,567, offset by interest income on investment held in the Trust Account of $24,311.
For the threesix months ended MarchJune 31,30, 2026, cash used
in operating activities was $164,808.$243,610. Net loss of $113,975$108,797 was affected by interest earned on investments held in the Trust Account of
$14,898 $7,392.and gain on extinguishment of liability of $100,000. Changes in operating assets and liabilities used $43,441$19,915 of cash for operating
activities.
For the threesix months ended MarchJune 31,30, 2025, cash
used in operating activities was $88,715.$321,337. Net loss of $181,378$291,952 was affected by interest earned on investments held in the Trust Account
of $12,119.$24,311. Changes in operating assets and liabilities used $104,782$5,074 of cash for operating activities.
As of MarchJune 31,30, 2026, we had investments held in
the Trust Account of $848,031$855,537 (including $86,765$94,271 of interest incomeincome, net of withdrawals) consisting of money market funds with a maturity
of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. During the threesix months ended March 31,June
30, 2026, we have not withdrawn any of the interest earned on the Trust Account.
As of MarchJune 31,30, 2026, we had cash of $97,101$18,299 held
outside the Trust Account for general working capital purposes. In order to fund working capital deficiencies or finance transaction costs
in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not
obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. InsIn the event
that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned
amounts but no proceeds from our Trust Account would be used for such repayment.
On March 31, 2023, the Company and UHY Advisors/UHY LLP, the Company’s previous independent registered public accounting firm, entered into an unsecured promissory note for services rendered and unpaid in the principal sum of One Hundred Eight Thousand One Dollars and Ninety Cents ($108,001), plus interest applied monthly on any un-paid balance at the rate of eight (8%) percent per year until such sum is fully paid. On August 21, 2023, the Company and UHY Advisors/UHY LLP extended the due date of promissory note to October 31, 2023. If $102,877 is paid in full on this promissory note no later than October 31, 2023, all accrued finance charges on this promissory note will be forgiven. The promissory note is payable by the Company in advance without penalty. $5,125 of the balance was waived as agreed with UHY LLP. On November 6, 2023, the Company and UHY Advisors/UHY LLP further amended the promissory note by reducing the unpaid principal sum to $58,001 and extending the due date of the promissory note to January 31, 2024. On May 22, 2024, UHY Advisors/UHY LLP has agreed to extinguish a total of $179,035 of liabilities to UHY Advisors/UHY LLP and all interest accrued of $6,989 for a settlement amount of $160,000. As of MarchJune 31,30, 2026 and December 31, 2025, there was no longer outstanding and accrued interest payable under this note in the accompanying condensed balance sheets.
As of MarchJune 31,30, 2026 and December 31, 2025, there were no longer outstanding amounts under the Notes.
On April 30, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “April 2024 Note”) to the Sponsor. Pursuant to the April 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2024 Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2024 Note does not bear interest. In the event that the Company does not consummate a business combination, the April 2024 Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2024 Note will be used by the Company for working capital purposes. As of MarchJune 31,30, 2026 and December 31, 2025, there was $300,000 outstanding amounts under this April 2024 Note.
On August 14, 2024, the Company issued an
unsecured promissory note in the aggregate principal amount up to $500,000 (the “August 2024 Note”) to the Sponsor. Pursuant
to the August 2024 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the
Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the August 2024 Note is due payable
by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or
(ii) the date the Company liquidates if a business combination is not consummated. The August 2024 Note does not bear interest. In
the event that the Company does not consummate a business combination, the August 2024 Note will be repaid only from amounts remaining
outside of the Company’s trust account, if any. As of MarchJune 31,30, 2026 and December 31, 2025, there was $500,000 outstanding amount
under this August 2024 Note.
On April 25, 2025, the Company issued an
unsecured promissory note in the aggregate principal amount up to $500,000 (the “April 2025 Note”) to the Company’s
sponsor. Pursuant to the April 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be
drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the April 2025
Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a
target business, or (ii) the date the Company liquidates if a business combination is not consummated. The April 2025 Note does not
bear interest. In the event that the Company does not consummate a business combination, the April 2025 Note will be repaid only
from amounts remaining outside of the Company’s trust account, if any. The proceeds of the April 2025 Note will be used by
the Company for working capital purposes. As of MarchJune 31,30, 2026 and December 31, 2025, there was $500,000 outstanding amount under
this April 2025 Note.
On December 11, 2025, the Company issued
an unsecured promissory note in the aggregate principal amount up to $500,000 (the “December 2025 Note”) to the Company’s
sponsor. Pursuant to the December 2025 Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may
be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the December 2025
Note is due payable by the Company on the earlier of: (i) the date on which Company consummates an initial business combination with a
target business, or (ii) the date the Company liquidates if a business combination is not consummated. The December 2025 Note does
not bear interest. In the event that the Company does not consummate a business combination, the December 2025 Note will be repaid
only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the December 2025 Note will be
used by the Company for working capital purposes. As of MarchJune 31,30, 2026 and December 31, 2025, there was $250,000 and $0 outstanding
amount, respectively, under this December 2025 Note with $250,000 available for withdrawal.
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay anthe Sponsor, affiliates, or advisors a total of up to $10,000 per month for office space, utilities, out of pocket expenses, and secretarial and administrative support. The arrangement will terminate upon the earlier of the Company’s consummation of a Business Combination or its liquidation.
Net Income (Loss) per Common Share
We comply with accounting and disclosure requirements
of Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share. The statement of operations includeincludes a presentation
of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income (loss )
per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, we
first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any
dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the
common shares subject to possible redemption was considered to be dividends paid to our public stockholders. Subsequent to calculating
the total income (loss) allocable to both sets of shares, we split the amount to be allocated using a ratio of 3% for the Public Shares
and 97% for the non-redeemable shares for the period ended MarchJune 31,30, 2026 and 3% for the Public Shares and 97% for the non-redeemable shares
for the period ended MarchJune 31,30, 2025, reflective of the respective participation rights.
As of MarchJune 31,30, 2026, the Company did not have
any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in our
earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.
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 statementsstatements.
MCAG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding MCAG (13F)
None of the 59 investors we track reported a position in their latest 13F.