Item 1.01 Entry into a Material Definitive Agreement
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 number 201810204D (the "Company"). Pursuant to the terms of the
Business Combination Agreement, the Company agreed to cause the incorporation of
a Cayman Islands exempted company ("Holdco"). Holdco upon incorporation would
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 would become a party to the Business Combination Agreement as if
a party on the date of execution thereof by signing a joinder agreement.
Amalgamation Sub will amalgamate with and into the Company, with the Company
continuing as the surviving corporation of the amalgamation and a direct
wholly-owned subsidiary of Holdco (the "Amalgamation"), and following
confirmation of the effective filing of the Amalgamation but on the same day,
Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving
entity and a direct wholly-owned subsidiary of Holdco (the "SPAC Merger," and
together with the Amalgamation, the "Business Combination"). Following the
Business Combination, Holdco will be a publicly traded holding company listed on
a national stock exchange in the United States. 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 October 28, 2022, the Company caused AUM Biosciences Limited to be
incorporated, as a Cayman Islands exempted company to be Holdco under the
Business Combination Agreement. On November 1, 2022, Holdco formed AUM
Biosciences Subsidiary Pte. Ltd., as a direct wholly-owned subsidiary and a
private company limited by shares incorporated in Singapore, with company
registration number 202238778Z to be Amalgamation Sub under the Business
Combination Agreement. On December 1, 2022, Holdco formed AUM Biosciences
Delaware Merger Sub, Inc., as a direct wholly-owned subsidiary and a Delaware
corporation to be Merger Sub under the Business Combination Agreement. On
January 27, 2023, SPAC, the Company, AUM Biosciences Limited, AUM Biosciences
Subsidiary Pte. Ltd. and AUM Biosciences Delaware Merger Sub, Inc. entered into
a joinder agreement to the Business Combination Agreement (the "Joinder
Agreement"), that expressly amended and modified the Business Combination
Agreement, by admitting AUM Biosciences Limited, AUM Biosciences Subsidiary Pte.
Ltd. and AUM Biosciences Delaware Merger Sub, Inc. as parties to the Business
Combination Agreement and fully binding them to all of the covenants, terms,
representation, warranties, rights, obligations and conditions of the Business
Combination Agreement applicable to such party as though an original party
thereto.
The foregoing summary of the Joinder Agreement does not purport to be complete
and is qualified in its entirety by reference to the actual Joinder Amendment
which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is
incorporated herein by reference.
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.
1
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.
2
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
2.1* Joinder Agreement, dated as of January 27, 2023, by and between
Mountain Crest Acquisition Corp. V, AUM Biosciences Pte. Ltd., AUM
Biosciences Limited, AUM Biosciences Subsidiary Pte. Ltd. and AUM
Biosciences Delaware Merger Sub, Inc.
104 Cover Page Interactive Data File (formatted as inline XBRL).
3
© Edgar Online, source Glimpses