Executive Summary and Critical Developments

• Mountain Crest Acquisition Corp. V (“the Company”) is a blank check company with the primary objective of effecting a merger, capital stock exchange, asset acquisition, or similar business combination.
• The Company underwent significant listing changes in 2024, being delisted from Nasdaq and commencing trading on the OTC Pink Market under the symbol MCAG as of November 21, 2024.
• Multiple extensions of the deadline to consummate a business combination were approved by shareholders, now set to November 16, 2026, with substantial redemptions of public shares occurring during these extensions.
• As of December 31, 2025, only \$840,639 remains in the trust account (down from the original \$69,000,000) due to redemptions and interest, which is a critical factor for current and potential investors.
• The Company reported a net loss of \$431,161 for the year ended December 31, 2025, and has not generated any revenues since inception.
• There is a material risk that if a business combination is not achieved by the latest extended deadline, the Company will be required to liquidate and return remaining trust proceeds to shareholders.

Listing Status and Shareholder Actions

• On December 13, 2023, the Company received a notice from Nasdaq for failing the \$35 million market value of listed securities (MVLS) requirement.
• On November 14, 2024, Nasdaq determined that the Company was not in compliance with Nasdaq Interpretive Material IM-5101-2, which requires SPACs to complete a business combination within 36 months of IPO effectiveness. The Company did not appeal, resulting in suspension from Nasdaq and movement to the OTC Pink Market.
• At the November 4, 2025 annual meeting, shareholders approved extending the deadline for a business combination to November 16, 2026, with 418,217 shares redeemed at that time.
• The Company has made multiple extensions over the past two years, each time resulting in significant redemptions of public shares and corresponding reductions in trust account funds.
• Shareholders approved several amendments to the certificate of incorporation, including removing restrictions on business combinations with companies operating in China and eliminating the net tangible asset requirement for business combination consummation.

The delisting from Nasdaq and continued inability to close a business combination represent major events likely to influence share price and liquidity.

Financial Position and Key Metrics

• As of December 31, 2025, the Company holds \$840,639 in trust (\$761,266 from IPO/Private Placement/extensions and \$79,373 in interest income).
• For the year ended December 31, 2025:
  • Net loss: \$431,161
  • Operating costs: \$471,782
  • Interest income: \$46,114
  • Reversal of prior year interest/penalties: \$3,401
  • Provision for income taxes: \$8,894
• No revenues have been generated since inception; the Company remains in pre-business combination mode.
• No dividends have been paid or are expected until after the completion of a business combination, if any.
• No equity compensation plans or recent sales of unregistered securities.

Strategic Direction and Business Combination Criteria

• The Company aims to merge with or acquire a business possessing:
  • Under-researched, underappreciated assets with high growth potential
  • Scientific or competitive advantages
  • Strong, public-ready management teams
  • Significant embedded or underexploited growth opportunities
  • Potential for attractive risk-adjusted equity returns
• Preferred targets are North American companies with quality production and potential for expansion to Asian consumer markets, leveraging the sponsor’s connections.
• Investment and business combination decisions may be made even if the target does not meet all outlined criteria, subject to board discretion.

Shareholder and Price-Sensitive Risks

• Continued risk of liquidation: If no business combination is achieved by November 16, 2026, funds remaining in the trust will be returned to public shareholders, and the Company will dissolve.
• Dilution risk: Further amendments now permit the issuance of additional shares or convertible securities prior to a business combination, which could dilute existing shareholders.
• Redemption risk: Continued redemptions by shareholders reduce the capital available for any future transaction, potentially making a business combination less likely or less attractive.
• Market risk: Trading on the OTC Pink Market materially reduces share liquidity, visibility, and may contribute to lower share prices.
• Regulatory risk: The Company is subject to compliance requirements as a SPAC and may face further delisting or regulatory hurdles if deadlines are not met or filings are delayed.
• The Company is classified as a “smaller reporting company” and an “emerging growth company”, taking advantage of reduced disclosure and audit requirements, which may affect investor confidence.

Recent and Potentially Price-Sensitive Events

• Nasdaq Delisting: Shares were suspended from Nasdaq and are now quoted on the OTC Pink Market. This shift is likely to have a negative impact on share price and liquidity due to reduced investor access and institutional participation.
• Trust Account Depletion: With only \$840,639 left in trust (from \$69 million at IPO), the Company’s ability to complete a meaningful business combination is severely constrained.
• Extension of Deadline: While the combination deadline extension provides more time, it signals ongoing challenges in identifying or closing a suitable deal, which may further erode market value.
• Corporate Amendments: Removal of restrictions on business combinations with Chinese companies could broaden target options but also exposes shareholders to unique geopolitical and regulatory risks.
• Vendor Liability Conversion: The Company settled \$1.8 million in vendor liabilities via issuance of 450,000 shares, which may contribute to further dilution and could be perceived as a sign of cash constraints.

Forward-Looking Statements and Outlook

• The Company continues to seek a suitable business combination but faces material challenges due to depleted trust funds, repeated shareholder redemptions, and delisting from Nasdaq.
• There is no assurance a business combination will be completed. If not, liquidation will occur, and remaining trust funds (less expenses) will be returned to shareholders.
• Any potential business combination may be subject to shareholder approval or a tender offer, but with limited capital and increased competition from other SPACs, successful completion is uncertain.