0001104659-21-066787.txt : 20210615 0001104659-21-066787.hdr.sgml : 20210615 20210514152757 ACCESSION NUMBER: 0001104659-21-066787 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mountain Crest Acquisition Corp. III CENTRAL INDEX KEY: 0001853775 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 311 WEST 43RD STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-493-6558 MAIL ADDRESS: STREET 1: 311 WEST 43RD STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 CORRESP 1 filename1.htm

Mountain Crest Acquisition Corp. III
311 West 43rd Street, 12th Floor
New York, NY 10036

May 14, 2021

VIA EDGAR

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

RE:	Mountain Crest Acquisition Corp. III (the “Company”)
	Registration Statement on Form S-1
	(File No. 333-255519) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Eastern Time, on May 17, 2021, or as soon thereafter as practicable.

The Company hereby acknowledges that:

Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

	Very truly yours,

	Mountain Crest Acquisition Corp. III

	By:	/s/ Suying Liu
		Name: Suying Liu
		Title: Chairman, Chief Executive Officer and Chief Financial Officer