Blog: MOUNTAIN CREST ACQUISITION CORP. V : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01. Regulation FD Disclosure

As previously disclosed, on October 19, 2022, Mountain Crest Acquisition Corp.
V, a Delaware corporation (“SPAC”), entered into a Business Combination
Agreement (as it may be amended, supplemented or otherwise modified from time to
time, the “Business Combination Agreement”) with AUM Biosciences Pte. Ltd., a
private company limited by shares incorporated in Singapore, with company
registration 201810204D (the “Company”). Attached as Exhibit 99.1 and
incorporated into this Item 7.01 by reference herein is the form of investor
presentation to be used by SPAC and the Company with respect to the transactions
related with the Business Combination Agreement.

The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of SPAC under the Securities Act of 1933, as amended
(the “Securities Act”) or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any of the information in this
Item 7.01, including Exhibit 99.1.

Important Information and Where to Find It

This Current Report on Form 8-K relates to a proposed transaction between SPAC
and the Company. This Current Report on Form 8-K does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. In connection
with the transaction described herein, SPAC and the Company intend to cause AUM
Biosciences Limited, a Cayman Islands exempted company (“Holdco”), to file
relevant materials with the SEC, including a registration statement on Form F-4
(as amended, the “F-4 Registration Statement”), which will include a proxy
statement/prospectus. The proxy statement/prospectus will be sent to all SPAC
stockholders. SPAC and Holdco will also file other documents regarding the
proposed transaction with the SEC. Before making any voting or investment
decision, investors and security holders of SPAC are urged to read the F-4
Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the
proposed transaction as they become available because they will contain
important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by SPAC through the website maintained by the SEC at
http://www.sec.gov or by directing a request to SPAC to 311 West 43rd Street, 12th
Floor, New York, NY 10036 or via email at sliu@mcacquisition.com.

Participants in the Solicitation

SPAC, Holdco and the Company, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
SPAC’s stockholders in connection with the proposed transaction. Information
about SPAC’s directors and executive officers and their ownership of SPAC’s
securities is set forth in SPAC’s filings with the SEC. Additional information
regarding the interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it becomes
available. You may obtain free copies of these documents as described in the
preceding paragraph.

Non-Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of SPAC, Holdco or the Company,
nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act.


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Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. SPAC’s and the Company’s actual results may
differ from their expectations, estimates, and projections and, consequently,
you should not rely on these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions (or the negative
versions of such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, SPAC’s and the Company’s expectations with respect to future
performance and anticipated financial impacts of the proposed business
combination, the satisfaction of the closing conditions to the proposed business
combination, and the timing of the completion of the proposed business
combination.

These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from those discussed in
the forward-looking statements. Most of these factors are outside SPAC’s and the
Company’s control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the termination of the
Business Combination Agreement; (2) the outcome of any legal proceedings that
may be instituted against SPAC and the Company following the announcement of the
Business Combination Agreement and the transactions contemplated therein; (3)
the inability to complete the proposed business combination, including due to
failure to obtain approval of the stockholders of SPAC and the Company, certain
regulatory approvals, or satisfy other conditions to closing in the Business
Combination Agreement; (4) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the Business Combination
Agreement or could otherwise cause the transaction to fail to close; (5) the
impact of the COVID-19 pandemic on the Company’s business and/or the ability of
the parties to complete the proposed business combination; (6) the inability to
obtain the listing of Holdco’s ordinary shares on Nasdaq following the proposed
business combination; (7) the risk that the proposed business combination
disrupts current plans and operations as a result of the announcement and
consummation of the proposed business combination; (8) the ability to recognize
the anticipated benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the Company to grow
and manage growth profitably, and retain its key employees; (9) costs related to
the proposed business combination; (10) changes in applicable laws or
regulations; (11) the possibility that SPAC or the Company may be adversely
affected by other economic, business, and/or competitive factors; (12) risks
relating to the uncertainty of the projected financial information with respect
to the Company; (13) risks related to the organic and inorganic growth of the
Company’s business and the timing of expected business milestones; (14) the
amount of redemption requests made by SPAC’s stockholders; and (15) other risks
and uncertainties indicated from time to time in the final prospectus of SPAC
for its initial public offering and the Registration Statement relating to the
proposed business combination, including those under “Risk Factors” therein, and
in SPAC’s other filings with the SEC. SPAC cautions that the foregoing list of
factors is not exclusive. SPAC and the Company caution readers not to place
undue reliance upon any forward-looking statements, which speak only as of the
date made. SPAC and the Company do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in their expectations or any change in events,
conditions, or circumstances on which any such statement is based.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit   Description
99.1        Investor Presentation dated November 2022.
104       Cover Page Interactive Data File (formatted as inline XBRL).




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