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March 19, 2020
Suying Liu
Chairman and Chief Executive Officer
Mountain Crest Acquisition Corp.
311 West 43rd Street, 12th Floor
New York, NY 10036
Re: Mountain Crest Acquisition Corp.
Draft Registration Statement on Form S-1
Filed February 21, 2020
CIK No. 1803914
Dear Dr. Liu:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1 Submitted February 21, 2020
Prospectus Cover Page, page i
1. Please briefly disclose here that you have agreed to sell to Chardan
Capital Markets, LLC,
an option to purchase for $100 up to a total of 750,000 units (up to
862,500 units with full
exercise of over-allotment option) at $11.50 per unit. We note your
disclosures in the
"Unit Purchase Option" sections on pages 105 and 110.
2. You disclose that Sunlight Global Investment LLC and Chardan Capital
Markets LLC
and/or their designees have committed to purchase from you an aggregate
of 285,000
units, or "private units," at $10.00 per private unit (for a total
purchase price of
$2,850,000). Please disclose the amount of the 285,000 units that are
committed to be
purchased by each Sunlight Global Investment LLC and Chardan Capital
Markets LLC.
Suying Liu
FirstNameCrest Acquisition Corp.
Mountain LastNameSuying Liu
Comapany2020
March 19, NameMountain Crest Acquisition Corp.
Page 2
March 19, 2020 Page 2
FirstName LastName
Use of Proceeds, page 54
3. Based on the disclosure on page 60, it appears that the repayment of
notes payable to
related parties will occur simultaneously with the offering. Please
revise the use of
proceeds table to clearly disclose the repayment of the debt.
Dilution, page 58
4. Based on your stockholder's deficit balance of $492 and deferred
offering costs of
$100,231, it appears that your net tangible book value is a deficit of
$100,723 as of
December 31, 2019. Please revise your filing as appropriate or tell us
how you arrived at
the net tangible book value disclosed in your filing.
Capitalization, page 60
5. It appears from your disclosure on page 24 that redemption of the
public shares is
independent of your liquidation and dissolution, which must be
separately approved by
your remaining shareholders after such redemption. Please tell us why
it is not appropriate
to classify these shares entirely as temporary equity pursuant to ASC
480-10-S99-3A. In
this regard, it appears that these securities are subject to a deemed
liquidation event, not an
ordinary liquidation event as described in this guidance.
Note 6- Commitments
Registration Rights, page F-12
6. Please disclose whether there are any maximum cash penalties under the
registration
rights agreement, if applicable. Please also disclose any additional
penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.
Note 7 Stockholder's Equity, page F-14
7. You disclose in your footnote that the private warrants will be
exercisable for cash or on a
cashless basis, at the holder's option, and will not be non-redeemable
by the company.
You also disclose on page 10 that the private warrants may be
exercised on a cashless
basis and are non-redeemable. Please reconcile your disclosures as
appropriate.
General
8. Provide us copies of all written communications as defined by Rule 405
under the
Securities Act that you or anyone authorized to do so on your behalf
present to potential
investors in reliance on Section 5(d) of the Securities Act, whether
or not they retain
copies of the communications.
Suying Liu
Mountain Crest Acquisition Corp.
March 19, 2020
Page 3
You may contact SiSi Cheng, Staff Accountant at (202) 551-5004 or Kevin
Stertzel, Staff
Accountant at (202) 551-3723 if you have questions regarding comments on the
financial
statements and related matters. Please contact Sherry Haywood, Staff Attorney
at (202) 551-
3345 or Edward M. Kelly, Senior Counsel at (202) 551-3728 with any other
questions.
FirstName LastNameSuying Liu Sincerely,
Comapany NameMountain Crest Acquisition Corp.
Division of
Corporation Finance
March 19, 2020 Page 3 Office of
Manufacturing
FirstName LastName