Mountain Crest Sets Nov 11 Vote on $375M CubeBio SPAC Merger
MCAGR filed a M&A and Partnerships on elevated volume (11× avg).
Summary
Mountain Crest filed the definitive proxy for its merger with Korean cancer-diagnostics company CubeBio, setting a November 11 vote on a $375M deal that gives CubeBio holders 90% of the combined company. Public holders can redeem at about $11.95 per share by November 9.
Key Events · M&A and Partnerships · MCAGR
-
Definitive Proxy Filed for CubeBio Merger
A special meeting is set for November 11, 2026 to vote on the two-step SPAC merger and share swap with CubeBio Co., Ltd.; the proxy/prospectus was first mailed on or about October 21, 2026.
-
Deal Terms: $375M at $10.00 Per Share
CubeBio holders receive 37,500,000 PubCo ordinary shares, about 90.0% of the 42,154,073 pro forma shares outstanding assuming no redemptions; Mountain Crest public holders keep roughly 1.6-1.8%.
-
Earnout Adds 24.5M Shares
An additional 24,500,000 PubCo shares (36.7% of the 66.65M fully diluted base) issue only if CubeBio's audited 2026 revenue reaches $42.7M — CubeBio booked zero revenue in 2025.
-
Target Carries Going-Concern Warning
CubeBio had ₩312M ($237,048) of cash at June 30, 2026, a ₩6,141M ($4.25M) 2025 net loss and a ₩75,558M ($52.3M) accumulated deficit; the filing states substantial doubt about its ability to continue as a going concern.
Analysis · MCAGR · Industrial Applications And Services
This definitive proxy for the CubeBio de-SPAC is the event that determines whether Mountain Crest's ~$862K trust survives or the shell liquidates. Shareholders are being asked to approve a deal that hands CubeBio holders 90% of the combined company while public holders keep roughly 1.6-1.8%. The target brings no revenue, a ₩6.1B ($4.25M) 2025 net loss, a going-concern warning and identified material weaknesses in internal controls. The 24.5M earnout shares (another 36.7% of the pro forma base) only issue if CubeBio hits $42.7M of 2026 revenue — a threshold the company already missed in 2025 when it booked zero revenue. Approval is effectively assured because the sponsor and insiders control about 70.8% of the vote, so the real decision for public holders is whether to redeem at roughly $11.95 per share before the November 9 deadline.
How filings like this one have moved
In the 30 days to Oct 20, 2026, 37.4% of the 952 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, MCAGR was trading at $0.05 on OTC in the Industrial Applications And Services sector, with a market capitalization of approximately $38.1M. The 52-week trading range was $0.00 to $0.38. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.