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United States securities and exchange commission logo
May 26, 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.
Registration
Statement on Form S-1
Filed May 15, 2020
File No. 333-238320
Dear Dr. Liu:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed May 15, 2020
Note 1- Description of Organization and Business Operations, page F-7
1. You disclose here and
throughout the filing, for example, pages 11 and 14, that the
offering price and the
initial redemption price are $10.00 per unit. You make numerous
references also to an
offering price and a redemption price of $10.20 per share here and
elsewhere in the
filing, for example, pages 13 and 25. Please revise to address the
apparent discrepancy,
or advise us why you believe that no revision is needed.
Note 8 Subsequent Events, page F-14
2. Revise to update the
date through which subsequent events were evaluated for the March
31, 2020 interim
financial statements. Refer to ASC 855-10-50-1.
Suying Liu
Mountain Crest Acquisition Corp.
May 26, 2020
Page 2
Signatures, page 116
3. Your principal accounting officer or controller also must sign the
registration statement.
Additionally, any person who occupies more than one of the specified
offices, for
example, principal financial officer and principal accounting officer or
controller, must
indicate each capacity in which he signs the registration statement. See
instructions for
signatures on Form S-1, and revise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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 26, 2020 Page 2
cc: Giovanni Caruso, Esq.
FirstName LastName