Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on October 19, 2022, Mountain Crest Acquisition Corp. V
("Mountain Crest" or "SPAC") and AUM Biosciences Pte. Ltd., a private company
limited by shares incorporated in Singapore, with company registration number
201810204D ("AUM" or the "Company") entered into that certain Business
Combination Agreement (as amended, supplemented or otherwise modified from time
to time, the "Business Combination Agreement"), which was subsequently amended
on February 10, 2023, March 30, 2023 and April 19, 2023. On January 27, 2023,
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, and AUM Biosciences Delaware Merger
Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of
Holdco, executed a joinder agreement with Mountain Crest and AUM and joined the
Business Combination Agreement as parties. The Business Combination Agreement
would have provided, subject to its terms and conditions, for the initial
business combination of Mountain Crest (the "Business Combination"). On May 22,
2023, Mountain Crest filed a definitive proxy statement on Schedule 14A, as
amended on May 24, 2023 (the "Proxy Statement") to solicit its stockholders'
voting on the Business Combination Agreement, among other proposals, at a
special meeting of stockholders scheduled to be held on June 23, 2023 at 10:00
a.m., Eastern Time, or any postponement or adjournment thereof (the "Special
Meeting"). The Proxy Statement also provides that Mountain Crest's stockholders
may request to redeem his/her shares by submitting the request in writing to
Mountain Crest's transfer agent by June 21, 2023. On June 8, 2023, Mountain
Crest received a termination notice (the "Notice") from AUM. The Notice
terminated the Business Combination Agreement as of June 8, 2023.
Based on the termination of the Business Combination Agreement, on June 16,
2023, Mountain Crest's board of directors adopted a resolution to cancel the
Special Meeting. Accordingly, the Special Meeting will not be held on June 23,
2023, and Mountain Crest's transfer agent will not process any share redemption
requests that may have been submitted by stockholders of Mountain Crest.
IMPORTANT NOTICES
Additional Information and Where to Find It
On October 19, 2022, SPAC entered into a Business Combination Agreement (as
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"). On January 27, 2023, 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" and, together with Holdco and Amalgamation Sub, each, individually, an
"Acquisition Entity" and, collectively, the "Acquisition Entities") executed a
joinder agreement with SPAC and the Company and joined the Business Combination
Agreement as parties, thereby committing to be legally bound by the Business
Combination Agreement. The Business Combination Agreement was amended on
February 10, 2023, March 30, 2023 and April 19, 2023. Pursuant to the Business
Combination Agreement, subject to the terms and conditions set forth therein,
(i) Amalgamation Sub would have amalgamated with and into the Company (the
"Amalgamation") whereby the separate existence of Amalgamation Sub would have
ceased and the Company would have been 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 would have merged with and into SPAC (the "SPAC Merger" and
together with the Amalgamation, the "Mergers"), the separate existence of Merger
Sub would have ceased and SPAC would have been the surviving corporation of the
SPAC Merger and a direct, wholly-owned subsidiary of Holdco. Upon closing of the
transaction, the combined company would have operated as Holdco, and had
intended to trade on the Nasdaq Stock Market under the ticker symbol AUMB.
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SPAC and the Company have prepared and had Holdco file with the Securities and
Exchange Commission (the "SEC"), a registration statement on Form F-4 (as
amended, the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended of Holdco's ordinary shares pursuant to
the Business Combination Agreement, and containing a proxy statement/prospectus
for the purposes of SPAC soliciting proxies from the stockholders of SPAC to
approve the Business Combination Agreement, the transactions and related matters
contained therein at a special meeting of SPAC stockholders and providing such
stockholders an opportunity, in accordance with SPAC's organizational documents
and initial public offering prospectus, to have their shares of SPAC's common
stock redeemed.
As the Registration Statement has been filed and declared effective, SPAC has
mailed a definitive proxy statement to its stockholders. Investors and security
holders and other interested parties are urged to read the Registration
Statement, any amendments thereto and any other documents filed with the SEC
carefully and in their entirety when they become available because they will
contain important information about SPAC, the Company and the proposed business
combination. Additionally, SPAC will file other relevant materials with the SEC
in connection with the business combination. Copies of these documents may be
obtained free of charge at the SEC's website at www.sec.gov. Securityholders of
SPAC are urged to read the Registration Statement and the other relevant
materials when they become available before making any voting decision with
respect to the proposed business combination because they will contain important
information. The Registration Statement and proxy statement may also be obtained
without charge at the SEC's website at www.sec.gov or by writing to SPAC at 311
West 43rd Street, 12th Floor, New York, NY 10036. INVESTORS AND SECURITY HOLDERS
OF SPAC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTIONS THAT SPAC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, THE COMPANY AND THE
TRANSACTIONS.
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. Mountain Crest's and AUM'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 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 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.
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Participants in 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. You may obtain free
copies of these documents as described in the preceding paragraph.
No Offer or 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 transactions described above and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of SPAC 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
offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
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