SC 13G 1 tm2022418d1_sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

 

Mountain Crest Acquisition Corp.
(Name of Issuer)

 

Common Stock, $0.0001 par value
(Title of Class of Securities)

 

62401M 106
(CUSIP Number)

 

June 4, 2020
(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1 (b)

 

  x Rule 13d-1 (c)

 

  ¨ Rule 13d-1 (d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following page(s))
Page 1 of 7 Pages

 

 

 

CUSIP No. 62401M 106 13G Page 2 of 7 Pages

  



1

NAME OF REPORTING PERSON
Nemean Asset Management, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Florida

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON		 5

SOLE VOTING POWER
650,000

 

6

SHARED VOTING POWER
-0-

 

7

SOLE DISPOSITIVE POWER
650,000

 

8

SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   (SEE INSTRUCTIONS) ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.89%

 

12

TYPE OF REPORTING PERSON*
CO

 

       

 

 

 

CUSIP No. 62401M 106 13G Page 3 of 7 Pages

 



1

NAME OF REPORTING PERSON
IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON		 5

SOLE VOTING POWER
650,000

 

6

SHARED VOTING POWER
-0-

 

7

SOLE DISPOSITIVE POWER
650,000

 

8

SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   (SEE INSTRUCTIONS) ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.89%

 

12

TYPE OF REPORTING PERSON*
OO

 

       

 

 

 

CUSIP No. 62401M 106 13G Page 4 of 7 Pages

 



1

NAME OF REPORTING PERSON
Steven M. Oliveira

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON		 5

SOLE VOTING POWER
650,000

 

6

SHARED VOTING POWER
-0-

 

7

SOLE DISPOSITIVE POWER
650,000

 

8

SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   (SEE INSTRUCTIONS) ¨

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.89%

 

12

TYPE OF REPORTING PERSON*
IN

 

       

 

 

 

CUSIP No. 62401M 106 13G Page 5 of 7 Pages

 

Item 1.

 

  (a) Name of Issuer: Mountain Crest Acquisition Corp.

 

  (b) Address of Issuer's Principal Executive Offices:

311 West 43rd Street

12th Floor

New York, NY 10036

 

Item 2.

 

  (a) Name of Person Filing: Nemean Asset Management, LLC
     

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA

Steven Oliveira

 

  (b) Address of Principal Business Office or if none, Residence:

 

Nemean Asset Management, LLC:

225 Via Palacio

Palm Beach Gardens, FL 33418

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA and Steven Oliveira:

c/o Nemean Asset Management, LLC

225 Via Palacio

Palm Beach Gardens, FL 33418

 

  (c) Citizenship: Nemean Asset Management, LLC – Florida

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA

and Steven Oliveira – U.S.A.

 

  (d) Title of Class of Securities:  Common Stock, $0.0001 par value

 

  (e) CUSIP Number:  62401M 106

 

Item 3. Not Applicable

 

Item 4. Ownership.

 

  (a) Amount Beneficially Owned:

 

Nemean Asset Management, LLC – 650,000 shares.

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 650,000 shares. Consists of securities owned by Nemean Asset Management, LLC.

 

Steven Oliveira – 650,000 shares. Consists of securities owned by IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA.

 

Steven Oliveira has voting and dispositive power over the securities owned by Nemean Asset Management, LLC.

 

  (b) Percent of Class:

 

Nemean Asset Management, LLC – 9.89%

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA– 9.89%

 

Steven Oliveira – 9.89%

 

The foregoing percentages are based on 6,571,500 shares of common stock outstanding as of June 4, 2020 as disclosed in the Issuer’s prospectus filed with the SEC on June 5, 2020.

 

 

CUSIP No. 62401M 106 13G Page 6 of 7 Pages

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote:

 

Nemean Asset Management, LLC – 650,000 shares.

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 650,000 shares.

 

Steven Oliveira – 650,000 shares.

 

  (ii) shared power to vote or to direct the vote:

 

Nemean Asset Management, LLC – 0 share.

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 0 share.

 

Steven Oliveira – 0 share.

 

  (iii) sole power to dispose or to direct the disposition of:

 

Nemean Asset Management, LLC – 650,000 shares.

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 650,000 shares.

 

Steven Oliveira – 650,000 shares.

 

  (iv) shared power to dispose or to direct the disposition of:

 

Nemean Asset Management, LLC – 0 share.

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 0 share.

 

Steven Oliveira – 0 share.

 

Item 5. Ownership of Five Percent or Less of a Class: Not Applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable

 

Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable

 

Item 8. Identification and Classification of Members of the Group: Not Applicable

 

Item 9. Notice of Dissolution of Group: Not Applicable

 

Item 10. Certifications: Not Applicable

 

 

 

CUSIP No. 62401M 106 13G Page 7 of 7 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

June 11, 2020

 

  NEMEAN ASSET MANAGEMENT, LLC
       
       
       
  By: /s/ Steven Oliveira  
    Name:  Steven Oliveira  
    Title:    Authorized Signatory  
       
 

 

IRA FINANCIAL TRUST COMPANY, CUSTODIAN FOR THE BENEFIT OF THE STEVEN M OLIVEIRA IRA

  
       
    /s/ Steven Oliveira  
    Steven Oliveira  
       
       
       
    /s/ Steven Oliveira  
    Steven Oliveira