Filed
by MOUNTAIN CREST ACQUISITION CORP. V
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Commission
File No. 001-41062
Subject
Company: MOUNTAIN CREST ACQUISITION CORP. V
AUM
Biosciences to Participate in BioCentury-BayHelix East-West BioPharma Summit
SINGAPORE and BETHESDA, Md., Nov. 04, 2022 (GLOBE NEWSWIRE) - AUM Biosciences Pte. Ltd. (“AUM”), a clinical-stage biotechnology company, advancing
a clinical-stage pipeline of precision oncology therapeutics designed to deploy multi-faceted inhibition strategies to reverse cancer
resistance, announced today that their management team will participate in the BioCentury-BayHelix East-West BioPharma Summit in Redwood
City, California and virtually.
Vishal
Doshi, founder and Chief Executive Officer of AUM, is scheduled to participate on Tuesday, November 15th at 10:30 am PT on a panel entitled,
“CEO Roundtable: What Will it Take to be Successful in the Next Era of Biotech?” In addition, the management team will host
investor meetings at the conference.
As
previously announced on October 20, 2022, AUM has entered into a definitive business combination agreement (the “Agreement”)
with Mountain Crest Acquisition Corp. V (“Mountain Crest”) (Nasdaq: MCAG), a publicly-traded special purpose acquisition
company formed in Delaware, whose management team has an impressive pedigree of successful SPAC transactions. Upon the closing of the
business combination, anticipated to occur in the first quarter of 2023, AUM plans to operate under a holding entity, AUM Biosciences
Limited, a Cayman Islands exempted company, and intends to trade on the Nasdaq Stock Market under the ticker symbol “AUMB.”
About
AUM Biosciences
AUM
is a global clinical-stage oncology company focused on advancing a clinical-stage pipeline of precision oncology therapeutics designed
to deploy multi-faceted inhibition strategies to reverse cancer resistance. AUM is advancing a broad portfolio of precision oncology
therapeutics. AUM001 is a selective and synergistic MNK inhibitor as shown in current studies and expected to begin Phase 2 enrollment
in the fourth quarter 2022. AUM601 is a promising therapy for TRK fusions and mutations within the kinase domain and is on track to enter
Phase 2 planning. AUM302 is a potentially first-in-class macrocyclic oral kinase inhibitor rationally designed small molecule to uniquely
combine pan-PIM kinase, pan-PI3K and mTOR inhibition in a single agent. Comprised of pharma industry veterans with decades of research
and development experience, the AUM leadership has an extensive track record of selecting distinctive early-stage assets, successfully
exiting virtual biotech models, and has contributed to over 50 INDs and over 150 oncology clinical trials, and development of several
currently marketed oncology treatments with annual peak sales up to $3 billion.
About Mountain Crest
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.
Non-Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in
respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such 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.
Important
Information About the Proposed Business Combination and Where to Find It
In connection with the proposed business combination, AUM,
Mountain Crest and/or a successor entity of the transaction intends to file relevant materials with the SEC, including a registration
statement on Form F-4 containing a proxy statement/prospectus (the “Registration Statement”). The Registration Statement
will include a proxy statement/prospectus to be distributed to holders of Mountain Crest’s common stock in connection with Mountain
Crest’s solicitation of proxies for the vote by Mountain Crest’s stockholders with respect to the proposed transaction and
other matters as described in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued
to AUM’s stockholders in connection with the proposed business combination. After the Registration Statement has been filed and
declared effective, Mountain Crest will mail a definitive proxy statement, when available, to its stockholders. Copies of these documents
may be obtained free of charge at the SEC’s website at www.sec.gov. Stockholders of Mountain Crest 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 information contained on, or that may be accessed through,
the website referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants
in the Solicitation
Mountain Crest and its directors and executive officers may be deemed participants in the solicitation of proxies
from Mountain Crest’s stockholders with respect to the business combination. A list of the names of those directors and executive
officers and a description of their interests in Mountain Crest will be included in the Registration Statement for the proposed business
combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in
the Registration Statement for the proposed business combination when available. Information about Mountain Crest’s directors and
executive officers and their ownership of Mountain Crest common stock is set forth in Mountain Crest’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of
such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the Registration
Statement pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from
the sources indicated above.
AUM
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of
Mountain Crest in connection with the proposed business combination. A list of the names of such directors and executive officers and
information regarding their interests in the proposed business combination will be included in the Registration Statement for the proposed
business combination.
Forward-Looking
Statements
This press release includes “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 include, without limitation, Mountain Crest’s and AUM’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 Mountain Crest’s and AUM’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 Agreement; (2) the outcome of any legal proceedings that may be
instituted against Mountain Crest and AUM following the announcement of the 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 Mountain
Crest and AUM, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event,
change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail
to close; (5) the impact of the COVID-19 pandemic on AUM’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 AUM 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 Mountain Crest or AUM 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 AUM; (13) risks related to the organic and inorganic
growth of AUM’s business and the timing of expected business milestones; (14) the amount of redemption requests made by Mountain
Crest’s stockholders; and (15) other risks and uncertainties indicated from time to time in the final prospectus of Mountain Crest
for its initial public offering and the Registration Statement relating to the proposed business combination, including those under “Risk
Factors” therein, and in Mountain Crest’s other filings with the SEC. Mountain Crest cautions that the foregoing list of
factors is not exclusive. Mountain Crest and AUM caution readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Mountain Crest and AUM 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.
Contact:
ICR
Westwicke
Stephanie
Carrington
T:
(646) 277-1282
stephanie.carrington@westwicke.com
Media:
FINN
Partners
Glenn
Silver
T:
(973) 818-8198
glenn.silver@finnpartners.com
SPAG/FINN
Verlynn Heng
+65-91861225
verlynn.heng@spag.asia
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