MCAH 10-K & 10-Q changes, risk factors and insider trading

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Mountain Crest Acquisition 6 Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Mountain Crest Holdings 6 LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statementstatements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

We are a blank check company incorporated in the CaymanBritish Virgin Islands on January 6, 2026 formed 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”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the period from January 6, 2026 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we expect to generate non-operating income in the form of interest and/or dividend income on cash and marketable securities held in the Trust Account after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the period from January 6, 2026 (inception) through MarchJune 31,30, 2026, we had a net lossincome $43,470,of $305,174, which consistedconsists of interest income on cash and marketable securities held in the Trust Account of $337,576 and change in fair value overallotment liability of $47,300, offset by formation, general, and administrative costs.costs of $79,702.

Subsequent to the quarterly period covered by this Quarterly Report on Form 10-Q, onOn May 1, 2026, we consummated the Initial Public Offering of 6,000,000 Units at $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 ofOn 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.

For the period from January 6, 2026 (inception) through MarchJune 31,30, 2026, net cash used in operating activities was $40,420.$128,336. Net lossincome of $43,470$305,174 was affected by formationinterest costsearned paidon bycash Sponsorand marketable securities held in exchangethe Trust Account of $337,576 and change in fair value overallotment liability of $47,300. Changes in operating assets and liabilities used $51,684 of cash for issuanceoperating of ordinary shares amounting to $3,050.activities.

As of June 30, 2026, we had marketable securities held in the Trust Account of $60,337,576 (including approximately $337,576 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest and/or dividend earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2026, we had cash of $14,184. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

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. In 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. Our Sponsor agreed to loan us up to $750,000 under an unsecured promissory note to be used for a portion of the expenses of the Initial Public 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 the Initial Public Offering. The loan will be repaid from funds held outside the Trust Account. As of MarchJune 31,30, 2026, we had borrowed $95,420$423,670 under the promissory note.

In addition, in order to finance transaction costs in connection with an initial Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete the initial Business Combination, we may repay the Working Capital Loans. In the event that the initial Business Combination does not close, we 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 MarchJune 31,30, 2026, we had no borrowings under the Working Capital Loans.

As of MarchJune 31,30, 2026, we had cash of $30,000$14,184 and working capital deficit of $105,420.$412,802. We completed our 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 us for general capital purposes. Further, we incurred and expect to continue to incur significant costs in pursuit of our 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,” our management has since reevaluated the Company’s liquidity and financial condition, and determined that we still lack the liquidity to sustain our operations for a reasonable period of time, which is considered to be one year from the date of the issuance of our unaudited condensed financial statements.

We initially have 12 months to consummate our initial Business Combination (assuming no extensions). If we do not complete a Business Combination, we will wind up, dissolve and liquidate pursuant to the terms of our amended and restated memorandum and articles of association. Notwithstanding management’s belief that we would have sufficient funds to execute our business strategy, there is a possibility that Business Combination might not happen within the 12-month period from the closing of our 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 our ability to continue as a going concern. Therefore,Based managementon believesthe thatforegoing, itthese wouldfactors, beamong prudentothers, toraise includesubstantial in our disclosure languagedoubt about ourthe Company’s ability to continue as a going concern untilone theyear earlier of the consummation of the Business Combination orfrom the date wethe financial statements are required to liquidate.issued.

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.

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 the closing of the Initial Public Offering, the 900,000 Units remained open. On June 15, 2026, the full over-allotment option expired unexercised.

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 $150,000150,000 ordinary shares as Deferred Compensation Shares. As of MayJune 1,30, 2026, no Deferred Compensation Shares have been issued to D. Boral.

Critical Accounting EstimatesPolicies

The preparation of unaudited condensed 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 unaudited condensed financial statements, and income and expenses during the period reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.