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                              May 6, 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.
                                                            Amendment 2 to
Draft Registration Statement on Form S-1
                                                            Submitted April 23,
2020
                                                            CIK No. 1803914

       Dear Dr. Liu:

               We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments we may ask you to provide us
information so that 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 that our comments apply to your facts and
circumstances or do
       not believe that 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.

       Amendment 2 to Draft Registration Statement on Form S-1 submitted April
23,2020

       General

   1.                                                   Advise what
consideration you have given to risk factor disclosure concerning the Wuhan
                                                        virus pandemic as it
relates to your ability to complete a business combination and
                                                        its potential effect on
the operations of a target company with which you complete a
                                                        business combination.
       Signatures, page 121

   2.                                                   Your principal
accounting officer or controller also must sign the registration statement.
                                                        Additionally, any
person who occupies more than one of the specified positions, for
                                                        example, principal
financial officer and principal accounting officer or controller, must
 Suying Liu
Mountain Crest Acquisition Corp.
May 6, 2020
Page 2
      specify each capacity in which he signs the registration statement. See
instructions for
      signatures on Form S-1, and revise.
       You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or Kevin
W. Stertzel,
Staff Accountant, at (202) 551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Edward M. Kelly, Senior Counsel,
at (202) 551-
3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other
questions.



                                                            Sincerely,
FirstName LastNameSuying Liu
                                                            Division of
Corporation Finance
Comapany NameMountain Crest Acquisition Corp.
                                                            Office of
Manufacturing
May 6, 2020 Page 2
cc:       Giovanni Caruso, Esq.
FirstName LastName