Item 1.01 Entry into a Material Definitive Agreement
Business Combination Agreement
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”). Capitalized terms used
in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
Based upon the execution of the
Business Combination Agreement, the period of time for SPAC to complete a business combination under its certificate of incorporation
is extended for a period of three months from November 16, 2022 to February 16, 2023. Additionally, SPAC may elect to extend the time
to complete the business combination for another three-month period to May 16, 2023 by depositing certain funds into its trust account
as set forth in its certificate of incorporation and its investment management trust agreement with Continental Stock Transfer & Trust
Company.
Pursuant to the terms of the Business Combination
Agreement, the Company will promptly incorporate a Cayman Islands exempted company as a direct wholly owned subsidiary of the Company
(“Holdco”). Holdco upon incorporation will form a private company limited by shares incorporated in Singapore as a direct
wholly owned subsidiary of Holdco (“Amalgamation Sub”) and a Delaware corporation as a direct wholly owned subsidiary of Holdco
(“Merger Sub” and, together with Holdco and Amalgamation Sub, each, individually, an “Acquisition Entity” and,
collectively, the “Acquisition Entities”). Each Acquisition Entity upon formation will become a party to the Business Combination
Agreement as if a party on the date of execution thereof by signing a joinder agreement.
Pursuant to the Business Combination Agreement,
subject to the terms and conditions set forth therein, (i) Amalgamation Sub will amalgamate with and into the Company (the “Amalgamation”)
whereby the separate existence of Amalgamation Sub will cease and the Company will be the surviving corporation of the Amalgamation and
become a direct wholly owned subsidiary of Holdco, and (ii) following confirmation of the effective filing of the Amalgamation but on
the same day, Merger Sub will merge with and into SPAC (the “SPAC Merger” and together with the Amalgamation, the “Mergers”),
the separate existence of Merger Sub will cease and SPAC will be the surviving corporation of the SPAC Merger and a direct wholly owned
subsidiary of Holdco.
As a result of the Mergers, among other things,
(i) all outstanding Company Shares will be cancelled in exchange for approximately 40 million Holdco Ordinary Shares valued at $10 per
Holdco share, subject to closing adjustments, (ii) each outstanding SPAC Unit will be automatically detached, (iii) each unredeemed outstanding
share of SPAC Common Stock will be cancelled in exchange for the right to receive one (1) Holdco Ordinary Share, and (iv) every ten (10)
outstanding SPAC Rights will be cancelled and cease to exist in exchange for one (1) Holdco Ordinary Share.
Representations, Warranties and Covenants
The Business Combination Agreement
contains customary representations and warranties of the parties, which will not survive the Closing. Many of the representations and
warranties are qualified by materiality or Company Material Adverse Effect (with respect to the Company) or SPAC Material Adverse Effect
(with respect to SPAC). “Material Adverse Effect” as used in the Business Combination Agreement means with respect to the
Company or SPAC, as applicable, any event, state of facts, development, change, circumstance, occurrence or effect that has had, or would
reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities,
results of operations or financial condition of the applicable party and its subsidiaries, taken as a whole or (ii) the ability of such
party or any of its subsidiaries to consummate the Transactions, in each case subject to certain customary exceptions. Certain of the
representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information
provided pursuant to certain disclosure letters to the Business Combination Agreement.
The Business Combination Agreement
also contains pre-closing covenants of the parties, including obligations of the parties to operate their respective businesses in the
ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent
of the other applicable parties, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed
not to solicit, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement. The covenants
do not survive the Closing (other than those that are to be performed after the Closing).
SPAC and the Company agreed,
as promptly as practicable after the execution of the Business Combination Agreement, to prepare and have Holdco file with the Securities
and Exchange Commission (the “SEC”), a registration statement on Form F-4 (as amended, the “F-4 Registration Statement”)
in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the Holdco Ordinary
Shares pursuant to the Business Combination Agreement, and containing a proxy statement/prospectus for the purpose of SPAC soliciting
proxies from the stockholders of SPAC to approve the Business Combination Agreement, the Transactions and related matters (the “SPAC
Stockholder Approval”) at a special meeting of SPAC stockholders (the “Stockholder Meeting”) and providing such stockholders
an opportunity, in accordance with SPAC’s organizational documents and initial public offering prospectus, to have their shares
of SPAC Common Stock redeemed (the “Redemptions”).
Holdco shall take all action
within its power so that effective at the Closing, the entire board of directors of Holdco will consist of no less than 6 individuals,
of whom (i) one (1) will be designated by SPAC, and (ii) five (5) will be designated by the Company, of which a majority must qualify
as an “independent director” under stock exchange regulations applicable to Holdco, and which shall comply with all diversity
requirements under applicable Law, each such director to hold office in accordance with the Holdco Governing Documents.
Conditions to the Parties’ Obligations
to Consummate the Mergers
Under the Business Combination
Agreement, the obligations of the parties to consummate (or cause to be consummated) the Transactions are subject to a number of customary
conditions for special purpose acquisition companies, including, among others, the following: (i) the approval of the Mergers and the
other stockholder proposals required to approve the Transactions by SPAC’s stockholders and the Company’s shareholders, (ii)
all specified approvals or consents (including governmental and regulatory approvals) and all waiting or other periods have been obtained
or have expired or been terminated, as applicable, (iii) the effectiveness of the F-4 Registration Statement, (iv) Holdco’s initial
listing application with Nasdaq shall have been conditionally approved and, immediately following the Closing, Holdco shall satisfy any
applicable initial and continuing listing requirements of Nasdaq and Holdco shall not have received any notice of non-compliance therewith,
(v) the Holdco Ordinary Shares having been approved for listing on Nasdaq, subject to round lot holder requirements, and (vi) SPAC having
a minimum of $5,000,001 of net tangible assets on its pro forma consolidated balance sheet after giving effect to the Closing.
The obligations of SPAC to
consummate (or cause to be consummated) the Transactions are also subject to, among other things (i) the representations and warranties
of the Company and of each Acquisition Entity being true and correct, subject to the materiality standards contained in the Business Combination
Agreement, (ii) material compliance by the Company and each Acquisition Entity with its pre-closing covenants, and (iii) no Company Material
Adverse Effect, (iv) obtaining all approvals, waivers or consents from any third parties set forth and described on Section 9.2(d) of
the Company Disclosure Letter, (v) Holdco delivering to SPAC the Lock-Up Agreement duly executed by the shareholders representing at least
93% of outstanding Company Shares, which amount shall include all shareholders owning greater than one percent (1%) of Company Shares,
(vi) the Company and the Acquisition Entities, as applicable, delivering to SPAC executed counterparts to the Ancillary Agreements to
which they are a party, and (vii) Holdco being in material compliance with the applicable reporting requirements under the Securities
Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable.
The obligations of the
Company to consummate (and cause to be consummated) the Transactions are also subject to, among other things (i) the representations
and warranties of SPAC being true and correct, subject to the materiality standards contained in the Business Combination Agreement,
(ii) material compliance by SPAC with its pre-closing covenants, subject to the materiality standards contained in the Business
Combination Agreement, (iii) no SPAC Material Adverse Effect, (iv) SPAC delivering to the Company executed counterparts to the
Ancillary Agreements to which it is a party, and (v) SPAC being in material compliance with the applicable reporting requirements
under the Securities Act and the Exchange Act, as applicable.
Termination Rights
The Business Combination Agreement
contains certain termination rights, including, among others, the following:
(a) by
mutual written consent of the Company and SPAC;
(b) by
written notice from the Company or SPAC to the other if any Governmental Authority shall have enacted, issued, promulgated, enforced or
entered any Governmental Order which has become final and nonappealable and has the effect of making consummation of the Transactions
illegal or otherwise preventing or prohibiting consummation of the Transactions;
(c) by
written notice from the Company or SPAC to the other if the SPAC Stockholders’ Approval shall not have been obtained by reason of
the failure to obtain the required vote at the SPAC Stockholder Meeting duly convened therefor or at any adjournment or postponement thereof;
(d) by
written notice from the Company or SPAC to the other if the Company Written Consent or the Company Ordinary Resolution shall not have
been obtained within ten (10) Business Days after the Proxy/Registration Statement becomes effective;
(e) prior
to the Closing, by written notice to the Company from SPAC if (i) there is any breach of any representation, warranty, covenant or agreement
on the part of the Company or any Acquisition Entity set forth in the Business Combination Agreement, such that the conditions specified
in certain sections of the Business Combination Agreement would not be satisfied at the Closing (a “Terminating Company Breach”),
except that, if such Terminating Company Breach is curable by the Company through the exercise of its reasonable best efforts, then, for
a period of up to fifteen (15) days after receipt by the Company of notice from SPAC of such breach (the “Company Cure Period”),
such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured
within the Company Cure Period, or (ii) the Closing has not occurred on or before February 15, 2023 (the “Outside Date”),
unless the SPAC is in material breach hereof;
(f) prior
to the Closing, by written notice to SPAC from the Company if (i) there is any breach of any representation, warranty, covenant or agreement
on the part of SPAC set forth in the Business Combination Agreement, such that the conditions specified in certain sections of the Business
Combination Agreement would not be satisfied at the Closing (a “Terminating SPAC Breach”), except that, if any such Terminating
SPAC Breach is curable by SPAC through the exercise of its reasonable best efforts, then, for a period of up to fifteen (15) days after
receipt by SPAC of notice from the Company of such breach (the “SPAC Cure Period”), such termination shall not be effective,
and such termination shall become effective only if the Terminating SPAC Breach is not cured within the SPAC Cure Period or (ii) the Closing
has not occurred on or before the Outside Date, unless the Company is in material breach hereof.
In the event of the termination
of the Business Combination Agreement by SPAC for any reason and provided the Company is not in material breach of the Business Combination
Agreement, SPAC shall be obligated to pay the Company a break-up fee of $1,750,000 (the “Break-up Fee”), within five (5) Business
Days after termination of the Business Combination Agreement by SPAC.
The Business Combination
Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description thereof is qualified in its entirety
by reference to the full text of the Business Combination Agreement.
Additional Agreements Executed In Connection With the Business Combination
Agreement
Shareholder Support Agreement
Contemporaneously with the
execution of the Business Combination Agreement, SPAC, the Company and Key Company Shareholders entered into a voting and support agreement
(the “Shareholder Support Agreement”), pursuant to which, among other things, certain Company Shareholders agreed not to transfer
and will vote their Company Shares in favor of the Business Combination Agreement (including by execution of written resolutions), the
Mergers and the other Transactions, effective at Closing. The Company Shareholders party to the Shareholder Support Agreement collectively
have a sufficient number of votes to approve the Merger. The Shareholder Support Agreement and all of its provisions will terminate and
be of no further force or effect upon the earlier of the Closing or the termination of the Business Combination Agreement.
The Shareholder Support
Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety
by reference to the full text of the Shareholder Support Agreement.
Sponsor Support Agreement
Contemporaneously with the
execution of the Business Combination Agreement, SPAC, Sponsor, and the Company entered into a Sponsor Support Agreement , pursuant to
which they agree that, among other things, Sponsor (i) will not transfer and will vote its shares of SPAC Common Stock or any additional
shares of SPAC Common Stock it acquires prior to the SPAC Stockholder Meeting in favor of the Business Combination Agreement, the Mergers
and the other Transactions and each of the Transaction Proposals, (ii) will not redeem any shares of SPAC Common Stock in connection with
the SPAC Merger, and (iii) waives its anti-dilution rights under the SPAC Charter. The Sponsor Support Agreement and all of its provisions
will terminate and be of no further force or effect upon the earlier of the Closing or the termination of the Business Combination Agreement.
The Sponsor Support Agreement
is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference
to the full text of the Sponsor Support Agreement.
Stock Purchase Agreement
In connection with the execution of the Business
Combination Agreement, the Sponsor and the Company entered into a stock purchase agreement, dated October 19, 2022 (the “Stock Purchase
Agreement”), pursuant to which the Company purchased 100,000 shares of SPAC Common Stock (the “SPAC Shares”) from the
Sponsor for a purchase price of $1,000,000. Subject to the satisfaction of conditions set forth in the Stock Purchase Agreement, the Sponsor
shall cause the SPAC Shares to be transferred to the Company upon the Closing of the business combination.
Additional Agreements to be Executed at Closing
Lock-Up Agreement
Pursuant to the terms of the Business Combination
Agreement, the Company has agreed that it will cause certain shareholders of representing at least 93% of outstanding Company Shares,
which amount shall include all shareholders owning greater than one percent (1%) of Company Shares, to enter into a Lock-Up Agreement
(the “Lock-Up Agreement”) with Holdco to be effective at the Closing, pursuant to which the securities of Holdco held by such
shareholders will be locked-up and subject to transfer restrictions for a period of time following the Closing , as described below, subject
to certain exceptions. The securities held by such shareholders will be locked-up until the six-month anniversary of the date of the Closing,
during which time 50% of such securities shall be subject to early release if the closing price of the shares equals or exceeds $12.50
per share for any 20 trading days within any 30 trading day period following the Closing.
A form of the Lock-Up Agreement is filed as
Exhibit 10.3 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the
full text of the Lock-Up Agreement.
Amended and Restated Registration Rights Agreement
At the Closing, SPAC, Holdco,
the Company, certain holders of Company Shares, certain shareholders of SPAC Common Stock, and the holders of the private SPAC Units will
enter into an Amended and Restated Registration Rights Agreement pursuant to which, among other things, Holdco will provide the above
holders with certain rights relating to the registration for resale of the Holdco Ordinary Shares that they will receive at Closing.
A form of the Amended and
Restated Registration Rights Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K, and the foregoing description thereof
is qualified in its entirety by reference to the full text of the form of the Amended and Restated Registration Rights Agreement.
