Mountain Crest Acquisition Corp V 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 or For the transition period from __________ to __________ Commission file number:001-40418 MOUNTAIN CREST ACQUISITION CORP. V(Exact name of registrant as specified in its charter) Delaware86-2435859(State or other jurisdiction of(I.R.S. Employer New York,NY10036(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(646)493-6558 Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ As of June30, 2024, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of theregistrant’s common stock held by non-affiliates of the registrant was approximately $34,067,835.63, computed by reference to theclosing price for the common stock on June30, 2024, as reported on The Nasdaq Capital Market. The number of shares outstanding of the Registrant’s shares of common stock as of March31, 2025 was2,902,004, $0.0001 par valueper share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. MOUNTAIN CREST ACQUISITION CORP. V PART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS20ITEM 1B.UNRESOLVED STAFF COMMENTS20ITEM 1CCYBERSECURITY20ITEM 2.PROPERTIES20ITEM 3.LEGAL PROCEEDINGS20ITEM 4.MINE SAFETY DISCLOSURES20PART II21ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES21ITEM 6.[RESERVED]22ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS23ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK32ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA32ITEM 9.CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE32ITEM 9A.CONTROLS AND PROCEDURES32ITEM 9B.OTHER INFORMATION33ITEM 9CDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS33PART III34ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE34ITEM 11.EXECUTIVE COMPENSATION42ITEM 12.SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS43ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE44ITEM 14.