NEW YORK, USA and SEOUL, Korea, Aug. 29, 2024 (GLOBE NEWSWIRE) — Mountain Crest Acquisition Corp. V, a Delaware corporation formed as a special purpose acquisition company, with its common stock publicly traded on The Nasdaq Stock Market under the trading symbol “MCAG” and CUBEBIO Co., Ltd., a corporation organized under the laws of Korea, which has an innovative technology that diagnoses cancer at an early stage using urine, today announced that the parties entered into a definitive business combination agreement, dated August 29, 2024 (the “BCA”) for a proposed business combination transaction through which CUBEBIO plans to become a public company with its securities listed on The Nasdaq Stock Market. Mountain Crest V is the fifth vehicle in the Mountain Crest family of SPACs, the management of which has successfully completed four prior SPAC business combinations.
Based on the BCA, the following two transactions are expected to occur: (1) CHL SPAC Merger Sub, Inc., a corporation to be formed in Delaware (the “SPAC Merger Sub”), will be merged with and into Mountain Crest V with Mountain Crest V being the surviving entity (the “SPAC Merger”) as a direct wholly owned subsidiary of CubeBio Holdings Limited, an exempted company to be formed in the Cayman Islands (“PubCo”). In connection with the SPAC Merger the stockholders of Mountain Crest V will receive PubCo Ordinary Shares as consideration for the SPAC Merger, and (2) all shareholders of CUBEBIO shall transfer their respective CUBEBIO Common Shares (as defined in the BCA) to CHL Korea Exchange Sub, Ltd., a corporation (“chusik hoesa”) to be organized under the laws of Korea (the “Exchange Sub”), in exchange for the right to receive PubCo Ordinary Shares (the “Share Swap” and collectively with the SPAC Merger the “Business Combination”). Pursuant to the BCA, the pre-transaction equity value for CUBEBIO is $375 million based on the issuance of 37.5 million PubCo Ordinary Shares valued at $10 per share, subject to a potential earn out payment to the shareholders of CUBEBIO of an additional $245 million through the issuance of 24.5 million PubCo Ordinary Shares valued at $10 per share, provided based on PubCo’s audited financial statements for the fiscal year ending December 31, 2026, PubCo shall have revenues during such fiscal year as reported on such financial statements in an amount equal to or greater than $42,700,000 (USD). The parties expect the Business Combination to close in the first quarter of 2025.
Global Fund LLC, a Washington D.C.-based advisory firm specializing in SPAC and DeSPAC transactions in the U.S., has been engaged by CUBEBIO to advise CUBEBIO in connection with the proposed business combination.
Loeb & Loeb LLP is serving as legal counsel to Mountain Crest V and Nelson Mullins Riley & Scarborough LLP is CUBEBIO’s legal counsel.
Dr. Suying Liu, Chairman, the CEO and CFO of Mountain Crest V commented, “CUBEBIO’s diagnostic innovation, non-invasive productization and active commercialization present significant growth potential. We are excited to be working with CUBEBIO on this proposed business combination.”
Eun-jong Choi, the CEO of CUBEBIO emphasized, “We expect to consummate the business combination during the 1Q 2025 and will faithfully carry out the process for completing the business combination, and grow CUBEBIO into a global company by increasing corporate value.”
About Mountain Crest V
Mountain Crest Acquisition Corp. V (Nasdaq: MCAG) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
About CUBEBIO
CUBEBIO is an in-vitro diagnostic company that has developed a technology that can distinguish the presence of cancer in the body at an early stage by analyzing the concentration of specific metabolites in urine using urine that can be easily collected, with a focus on increasing the accessibility of cancer screening. CUBEBIO holds 37 Korean patents related to cancer diagnosis, based on which it has developed CEED-PG/PGS in addition to the pancreatic cancer diagnostic kit CEED-NOVUS-P and the multi-cancer detection kit CEED-NOVUS. Recently, through a KRW 20 billion or approximately $14.5 million contract with Taiwan Biotech Co., Ltd. to supply cancer screening products, CUBEBIO will exclusively supply its products to Taiwan, Vietnam, and Malaysia (the “Taiwan Biotech Contract”). CUBEBIO does not expect to generate revenues under the Taiwan Biotech Contract until CUBEBIO’s products are approved for sale in Taiwan, Vietnam, and Malaysia which may take up to 24 months or more. CUBEBIO is in the process of working on agreements to supply its cancer screening products in the United States and Japan.
