Item 1.01
Entry into a Material Definitive Agreement
As
previously announced, 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 number 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.
On
January 27, 2023, SPAC, the Company, AUM Biosciences Limited, a Cayman Islands exempted company (“Holdco”), AUM Biosciences
Subsidiary Pte. Ltd., a private company limited by shares incorporated in Singapore, with company registration number 202238778Z and
a direct wholly-owned subsidiary of Holdco (“Amalgamation Sub”), and AUM Biosciences Delaware Merger Sub, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Holdco (“Merger Sub”) entered into a joinder agreement pursuant to which
Holdco, Amalgamation Sub, and Merger Sub joined the Business Combination Agreement as parties.
On
February 10, 2023, SPAC, the Company, Holdco, Amalgamation Sub, and Merger Sub entered into an amendment to Business Combination
Agreement (the “Amendment”) to extend the Outside Date in the Business Combination Agreement from February 15, 2023
to May 15, 2023. No other changes were made to the Business Combination Agreement.
A
copy of the Amendment is filed herewith as Exhibit 2.1 and the foregoing description of the Amendment is qualified in its entirety by
reference thereto.
IMPORTANT
NOTICES
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 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 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 of 1933, as amended.
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 F-4 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.
