MCAE / Mountain Crest Acquisition Corp III - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

MCAEU / Mountain Crest Acquisition Corp. III Unit / ATW SPAC MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mountain Crest Acquisition Corp. III (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 62402U206 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

MCAE / Mountain Crest Acquisition Corp. III / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Mountain Crest Acquisition Corp. III (Name of Issuer) Common stock, $0.0001 par value (Title of Class of Securities) 62402U107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) C

MCAE / Mountain Crest Acquisition Corp. III / Owl Creek Asset Management, L.P. - MOUNTAIN CREST ACQUISITION CORP. III Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mountain Crest Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 62402U107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

MCAE / Mountain Crest Acquisition Corp. III / Hudson Bay Capital Management LP - MCAE 13GA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mountain Crest Acquisition Corp. III (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 62402U107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 7, 2023 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporation

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 3, 2023 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 3, 2023 Date of Report (Date of earliest event reported) Mountain Crest Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 3, 2023 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Addi

MCAEU / Mountain Crest Acquisition Corp. III Unit / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mountain Crest Acquisition Corp. III (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 62402U206 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 21, 2022 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 21, 2022 Date of Report (Date of earliest event reported) Mountain Crest A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 21, 2022 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporatio

Form of Promissory Note between the registrant and ETAO International Group.

Exhibit 10.1 Form of Promissory Note THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S

Form of Promissory Note between the registrant and ETAO International Group.

Exhibit 10.1 Form of Promissory Note THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S

Amendment to the Investment Management Trust Agreement, dated as of May 7, 2021, between Mountain Crest Acquisition Corp. III and Continental Stock Transfer & Trust Company dated November 17, 2022

EX-1.1 2 tm2230714d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 AMENDMENT No. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Dated May 17, 2021 This Amendment No. 1 (this “Amendment”), dated as of November 17, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Mountain Crest Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company, as tru

Amendment to the Amended and Restated Certificate of Incorporation of Mountain Crest Acquisition Corp., III dated November 17, 2022

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MOUNTAIN CREST ACQUISITION CORP. III November 17, 2022 Mountain Crest Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Mountain Crest Acquisition Corp. III? The original certifica

Amendment to the Amended and Restated Certificate of Incorporation of Mountain Crest Acquisition Corp., III dated November 17, 2022

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MOUNTAIN CREST ACQUISITION CORP. III November 17, 2022 Mountain Crest Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Mountain Crest Acquisition Corp. III? The original certifica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 17, 2022 Date of Report (Date of earliest event reported) Mountain Crest A

425 1 tm2230714d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 17, 2022 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other

Amendment to the Investment Management Trust Agreement, dated as of May 7, 2021, between Mountain Crest Acquisition Corp. III and Continental Stock Transfer & Trust Company dated November 17, 2022

EX-1.1 2 tm2230714d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 AMENDMENT No. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Dated May 17, 2021 This Amendment No. 1 (this “Amendment”), dated as of November 17, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Mountain Crest Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company, as tru

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 17, 2022 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Amen

DEFR14A 1 tm2229447-2defr14a.htm DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Amendment No. 1 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:

Filed by MOUNTAIN CREST ACQUISITION CORP. III

Filed by MOUNTAIN CREST ACQUISITION CORP. III Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40418 Subject Company: MOUNTAIN CREST ACQUISITION CORP. III ETAO International Group Announced Its Digital Insurance Business Aaliance Insurance Joined Hands with Alibaba and Tencent to Expand

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 17, 2022 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 17, 2022 Date of Report (Date of earliest event reported) Mountain Crest Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 17, 2022 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporation

Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 19, 2022

Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT dated as of October 17, 2022 to the AGREEMENT AND PLAN OF MERGER (this ?Amendment No. 2?) dated as of January 27, 2022 by and among Mountain Crest Acquisition Corp. III, a Delaware corporation (?Parent?), Etao International Group., a Cayman Islands corporation (the ?Company?), and Wensheng Liu, in his capacity a

Amendment No. 2 to the Agreement and Plan of Merger, dated October 17, 2022 by and between Mountain Crest Acquisition Corp. III, ETAO International Group, and Wensheng Liu, in his capacity as Etao Shareholders’ Representative

Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT dated as of October 17, 2022 to the AGREEMENT AND PLAN OF MERGER (this ?Amendment No. 2?) dated as of January 27, 2022 by and among Mountain Crest Acquisition Corp. III, a Delaware corporation (?Parent?), Etao International Group., a Cayman Islands corporation (the ?Company?), and Wensheng Liu, in his capacity a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm2227203d2def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Pr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 3, 2022 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporation)

Form of Promissory Note between the registrant and Mountain Crest Holdings III LLC.

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for the us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Joinder Agreement, dated July 26, 2022 by and between Mountain Crest Acquisition Corp. III, ETAO International Group, Wensheng Liu, in his capacity as the Company Shareholders’ Representative, ETAO International Co., Ltd. and ETAO Merger Sub, Inc.

EX-2.1 2 tm2222107d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of July 26, 2022 (this “Joinder Agreement”), to the Agreement and Plan of Merger (as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of January 27, 2022 is entered into by and among

Mutual Termination Agreement, dated July 25, 2022 between Mountain Crest Acquisition Corp. III and SME Investment Group Co., Ltd.

Exhibit 2.2 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT(this ?Agreement?) dated as of July 25, 2022 between Mountain Crest Acquisition Corp. III, a corporation with offices located at 311 West 43rd Street, 12th Floor, New York, NY 10036 (?MCAE?) and SME Investment Group Co., Ltd., a corporation having an office at 7th Floor, Unit 4, Kaitu Development Building, 33 Mongkok Road, K

Exhibit 2.2 to the Current Report on Form 8-K filed with the SEC on July 29, 2022

EX-2.2 3 tm2222107d1ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT(this “Agreement”) dated as of July 25, 2022 between Mountain Crest Acquisition Corp. III, a corporation with offices located at 311 West 43rd Street, 12th Floor, New York, NY 10036 (“MCAE”) and SME Investment Group Co., Ltd., a corporation having an office at 7th Floor, Unit 4, Kait

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 29, 2022 (July 25, 2022) Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of

Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 29, 2022

Exhibit 2.1 EXECUTION VERSION JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of July 26, 2022 (this ?Joinder Agreement?), to the Agreement and Plan of Merger (as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms hereof, this ?Agreement?), dated as of January 27, 2022 is entered into by and among Mountain Crest Acquisition Corp. III, a De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 29, 2022 (July 25, 2022) Date of Report (Date of earliest event reported) Moun

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 29, 2022 (July 25, 2022) Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 21, 2022 (June 15, 2022) Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of

Form of Promissory Note between the registrant and Mountain Crest Holdings III LLC.

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2022 (June 7, 2022) Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of i

Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 13, 2022

Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT dated as of June 7, 2022 to the AGREEMENT AND PLAN OF MERGER (this ?Amendment?) dated as of January 27, 2022 by and among Mountain Crest Acquisition Corp. III, a Delaware corporation (?Parent?), Etao International Group., a Cayman Islands corporation (the ?Company?), and Wensheng Liu, in his capacity as the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2022 (June 7, 2022) Date of Report (Date of earliest event reported) Mount

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2022 (June 7, 2022) Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of i

Amendment to the Agreement and Plan of Merger, dated June 7, 2022 by and between Mountain Crest Acquisition Corp. III, ETAO International Group, and Wensheng Liu, in his capacity as the Company Shareholders’ Representative

Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT dated as of June 7, 2022 to the AGREEMENT AND PLAN OF MERGER (this ?Amendment?) dated as of January 27, 2022 by and among Mountain Crest Acquisition Corp. III, a Delaware corporation (?Parent?), Etao International Group., a Cayman Islands corporation (the ?Company?), and Wensheng Liu, in his capacity as the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4041

Description of Securities

Exhibit 4.5 ? DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? As of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, Mountain Crest Acquisition Corp. III (the ?Company,? ?we,? ?us,? or ?our?) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40418 MOUNTAIN CRES

MCAEU / Mountain Crest Acquisition Corp. III Unit / ATW SPAC MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Mountain Crest Acquisition Corp. III (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 62402U206 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

Mountain Crest Acquisition Corp. II / Mountain Crest Holdings III LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* (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. III (Name of Issuer) Common Stock, par value $0.0001 per Share (Title of Class of Securities) 62402D204 (CUSIP

MCAE / Mountain Crest Acquisition Corp. III / Hudson Bay Capital Management LP - MCAE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Mountain Crest Acquisition Corp. III (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 62402U107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

MCAEU / Mountain Crest Acquisition Corp. III Unit / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G 1 formsc13-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Mountain Crest Acquisition Corp. III (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 62402U206 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Ch

MCAE / Mountain Crest Acquisition Corp. III / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G AMENDMENT NO. 1 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Mountain Crest Acquisition Corp. III (Name of Issuer) Common Shares (Title of Class of Securities) 62402U107 (CUSIP Number) December 31, 2021 (Date of Event Which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 31, 2022 (January 27, 2022) Date of Report (Date of earliest event reported

425 1 tm224756d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 31, 2022 (January 27, 2022) Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613

Form of Support Agreement, by and among Mountain Crest Acquisition Corp. III, ETAO International Group, and certain holders of ETAO International Group’s ordinary shares

Exhibit 10.2 COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of [], 2022 (this ?Support Agreement?), is entered into by and among the stockholders listed on Exhibit A hereto (each, a ?Stockholder?), Etao International Group, a Cayman Island corporation (the ?Company?) and Mountain Crest Acquisition Corp. III, a Delaware corporation (?Parent?). Capitalized

Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 31, 2022

EX-10.1 3 tm224756d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION COPY SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 26, 2022, by and between Mountain Crest Acquisition Corp. Ill, a Delaware corporation (the “Issuer”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in conne

Form of Amended and Restated Registration Rights Agreement

EX-10.4 6 tm224756d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the [●] day of [●], 2022, is made and entered into by and among ETAO International Co, Ltd. (formerly known as Mountain Crest Acquisition Corp III), a Cayman Islands exempted company (the “Company”), e

Merger Agreement dated January 27, 2022 by and between Mountain Crest Acquisition Corp. III, ETAO International Group, and Wensheng Liu, in his capacity as the Company Shareholders’ Representative

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MOUNTAIN CREST ACQUISITION CORP. III ETAO INTERNATIONAL GROUP and Wensheng Liu (in his capacity as the Shareholders? Representative) dated as of January 27, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS 2 Section 1.01 Definitions 2 Section 1.02 Interpretation 17 ARTICLE II REDOMESTICATION MERGER 18 Section 2.01 Redomestication Mer

Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 31, 2022

Exhibit 10.2 COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of [], 2022 (this ?Support Agreement?), is entered into by and among the stockholders listed on Exhibit A hereto (each, a ?Stockholder?), Etao International Group, a Cayman Island corporation (the ?Company?) and Mountain Crest Acquisition Corp. III, a Delaware corporation (?Parent?). Capitalized

Form of Lock-Up Agreement

Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of [?], 2022 by and between the undersigned stockholder (the ?Holder?) and ETAO International Co., Ltd., a Cayman Islands company (?Parent?). A. Parent, MC III Merger Sub I Inc., a Cayman Islands corporation and a direct wholly-owned subsidiary of Parent (?Purchaser?), MC III Merger Sub II Inc., a Cayman Islands c

ETAO International Group A Patient - Centric Medical Ecosystem Powered by Digital Technology Confidential and Proprietary Information A leading digital healthcare group providing transformative medical care and quality service January 2022

Exhibit 99.2 ETAO International Group A Patient - Centric Medical Ecosystem Powered by Digital Technology Confidential and Proprietary Information A leading digital healthcare group providing transformative medical care and quality service January 2022 Important Notices and Disclaimers Disclaimer This presentation (the ?Presentation?) is for informational purposes only to assist interested parties

Merger Agreement dated January 27, 2022 by and between Mountain Crest Acquisition Corp. III, ETAO International Group, and Wensheng Liu (incorporated by reference to Exhibit 2.1 to Form 8-K, filed by MCAE on January 31, 2022)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MOUNTAIN CREST ACQUISITION CORP. III ETAO INTERNATIONAL GROUP and Wensheng Liu (in his capacity as the Shareholders? Representative) dated as of January 27, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS 2 Section 1.01 Definitions 2 Section 1.02 Interpretation 17 ARTICLE II REDOMESTICATION MERGER 18 Section 2.01 Redomestication Mer

ETAO International Group to Become Publicly Traded Global Digital Healthcare Platform via Merger with Mountain Crest Acquisition Corp. III Transaction values ETAO International Group (“ETAO”) at a pro forma fully diluted enterprise value of approxima

Exhibit 99.1 ETAO International Group to Become Publicly Traded Global Digital Healthcare Platform via Merger with Mountain Crest Acquisition Corp. III Transaction values ETAO International Group (?ETAO?) at a pro forma fully diluted enterprise value of approximately $2.5 billion with existing ETAO shareholders rolling over 100% of their equity into equity of the combined company Transaction expec

Form of Amended and Restated Registration Rights Agreement

Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) effective as of the [?] day of [?], 2022, is made and entered into by and among ETAO International Co, Ltd. (formerly known as Mountain Crest Acquisition Corp III), a Cayman Islands exempted company (the ?Company?), each of the undersigned parties that are Pre-

ETAO International Group A Patient - Centric Medical Ecosystem Powered by Digital Technology Confidential and Proprietary Information A leading digital healthcare group providing transformative medical care and quality service January 2022

EX-99.2 8 tm224756d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 ETAO International Group A Patient - Centric Medical Ecosystem Powered by Digital Technology Confidential and Proprietary Information A leading digital healthcare group providing transformative medical care and quality service January 2022 Important Notices and Disclaimers Disclaimer This presentation (the “Presentation”) is for informationa

Form of Lock-Up Agreement

EX-10.3 5 tm224756d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2022 by and between the undersigned stockholder (the “Holder”) and ETAO International Co., Ltd., a Cayman Islands company (“Parent”). A. Parent, MC III Merger Sub I Inc., a Cayman Islands corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), M

Form of PIPE Subscription Agreement

EX-10.1 3 tm224756d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION COPY SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 26, 2022, by and between Mountain Crest Acquisition Corp. Ill, a Delaware corporation (the “Issuer”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in conne

ETAO International Group to Become Publicly Traded Global Digital Healthcare Platform via Merger with Mountain Crest Acquisition Corp. III Transaction values ETAO International Group (“ETAO”) at a pro forma fully diluted enterprise value of approxima

EX-99.1 7 tm224756d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ETAO International Group to Become Publicly Traded Global Digital Healthcare Platform via Merger with Mountain Crest Acquisition Corp. III Transaction values ETAO International Group (“ETAO”) at a pro forma fully diluted enterprise value of approximately $2.5 billion with existing ETAO shareholders rolling over 100% of their equity into equi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 31, 2022 (January 27, 2022) Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

NT 10-Q 1 tm2131266-2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40418 CUSIP NUMBER 62402U 206 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

NT 10-Q 1 tm2123375-2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40418 CUSIP NUMBER 62402U 206 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨

MCAE / Mountain Crest Acquisition Corp. III / MMCAP International Inc. SPC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Mountain Crest Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40418 CUSIP NUMBER 62402U 206 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 17, 2021 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 85-2412613 (State or other jurisdiction of incorporation) (

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 tm2120023d28k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 14, 2021 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 86-2412613 (State or other

Unaudited Pro Forma Balance Sheet dated May 20, 2021

Exhibit 99.1 Mountain Crest Acquisition Corp. III BALANCE SHEET May 20, 2021 Pro Forma Adjustments (unaudited) As Adjusted (unaudited) June 14, 2021 ASSETS CURRENT ASSETS Cash $ 593,730 $ - $ 593,730 Cash held in trust 50,000,000 4,171,930 54,171,930 TOTAL ASSETS $ 50,593,730 $ 4,171,930 $ 54,765,660 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,000 $ - $ 1,000 Defe

MCAEU / Mountain Crest Acquisition Corp. III Unit / Space Summit Capital LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mountain Crest Acquisition Corp. III (Name of Issuer) Units (Title of Class of Securities) 62402U 206 (CUSIP Number) May 18, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 20, 2021 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 86-2412613 (State or other jurisdiction of incorporation) (C

Mountain Crest Acquisition Corp. III BALANCE SHEET

Exhibit 99.1 MOUNTAIN CREST ACQUISITION CORP. III INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of May 20, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Mountain Crest Acquisition Corp. III Opinion on the Financial Statement We have

Insider Letter Agreements, dated May 17, 2021 among Mountain Crest Acquisition Corp. III and its officers, directors and Initial Stockholders (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by MCAE on May 21, 2021)

EX-10.1 5 tm2117207d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 May 17, 2021 Mountain Crest Acquisition Corp. III 311 West 43rd Street, 12th Floor New York, NY 10036 Chardan Capital Markets, LLC 17 State Street, Suite 1600 New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered in

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 17, 2021 Date of Report (Date of earliest event reported) Mountain Crest Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40418 86-2412613 (State or other jurisdiction of incorporation) (C

Subscription Agreement, dated May 17, 2021, by and between Mountain Crest Acquisition Corp. III Chardan Capital Markets LLC (incorporated by reference to Exhibit 10.7 to Form 8-K, filed by MCAE on January 13, 2021)

EX-10.7 11 tm2117207d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 May 17, 2021 Mountain Crest Acquisition Corp. III 311 West 43rd Street, 12th Floor New York, NY 10036 Ladies and Gentlemen: Mountain Crest Acquisition Corp. III (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under t

Subscription Agreement, dated May 17, 2021, by and between Mountain Crest Acquisition Corp. III and Mountain Crest Capital LLC (incorporated by reference to Exhibit 10.6 to Form 8-K, filed by MCAE on January 13, 2021)

Exhibit 10.6 May 17, 2021 Mountain Crest Acquisition Corp. III 311 West 43rd Street, 12th Floor New York, NY 10036 Ladies and Gentlemen: Mountain Crest Acquisition Corp. III (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securi

Administrative Services Agreement, dated May 17, 2021, by and between Mountain Crest Acquisition III and Mountain Crest Holdings III LLC (incorporated by reference to Exhibit 10.8 to Form 8-K, filed by MCAE on January 13, 2021)

EX-10.8 12 tm2117207d1ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 MOUNTAIN CREST ACQUISITION CORP. III 311 West 43rd Street, 12th Floor New York, NY 10036 May 17, 2021 Mountain Crest Holdings III LLC 311 West 43rd Street, 12th Floor New York, NY 10036 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (t

Registration Rights Agreement, dated May 17, 2021 by and Mountain Crest Acquisition Corp. III and the Initial Stockholders (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by MCAE on May 21, 2021)

EX-10.4 8 tm2117207d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the 17th day of May, 2021, by and among Mountain Crest Acquisition Corp. III, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively,

Rights Agreement, dated May 17, 2021, 2021, by and between Continental Stock Transfer & Trust Company and the Company. (1)

EX-4.1 4 tm2117207d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of May 17, 2021 between Mountain Crest Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”). WHEREAS, the Company has

Amended and Restated Certificate of Incorporation of MCAE (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2021)

EX-3.1 3 tm2117207d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MOUNTAIN CREST ACQUISITION CORP. III Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Mountain Crest Acquisition Corp. III, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows:

Investment Management Trust Agreement, dated May 17, 2021 by and between Continental Stock Transfer & Trust Company and Mountain Crest Acquisition Corp. III (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by MCAE on May 21, 2021)

EX-10.2 6 tm2117207d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of May 17, 2021 by and between Mountain Crest Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1,

Stock Escrow Agreement, dated May 17, 2021 by and between Continental Stock Transfer & Trust Company and Mountain Crest Acquisition Corp. III (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by MCAE on May 21, 2021)

Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of May 17, 2021 (“Agreement”), by and among MOUNTAIN CREST ACQUISITION CORP. III, a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the C

Indemnity Agreement, dated May 17, 2021 by and between Mountain Crest Acquisition Corp. III and the directors and officers of MCAE (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by MCAE on May 21, 2021)

EX-10.5 9 tm2117207d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 17, 2021, by and between Mountain Crest Acquisition Corp. III, a Delaware corporation (the “Company”), and the undersigned directors and officers if the Company (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to se

Underwriting Agreement, dated May 17, 2021, by and between the Company and Chardan Capital Markets, LLC. (1)

Exhibit 1.1 5,000,000 Units Mountain Crest Acquisition Corp. III UNDERWRITING AGREEMENT May 17, 2021 ? Chardan Capital Markets, LLC? 17 State Street, 21st Floor? New York, New York 10004? As Representative of the Underwriters named on?Schedule A?hereto Ladies and Gentlemen: The undersigned, Mountain Crest Acquisition Corp. III, a Delaware corporation (?Company?), hereby confirms its agreement with

Mountain Crest Acquisition Corp. III 5,000,000 Units

Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-255519 $50,000,000 Mountain Crest Acquisition Corp. III 5,000,000 Units Mountain Crest Acquisition Corp. III is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although there is no restric

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mountain Crest Acquisition Corp. III (Exact Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mountain Crest Acquisition Corp.

May 14, 2021

May 14, 2021 U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Mountain Crest Acquisition Corp. III Registration Statement on Form S-1 File No. 333-255519 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), Chardan Capit

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

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 Ru

Via Edgar

CORRESP 1 filename1.htm Giovanni Caruso Direct 212.407.4866 Partner Main 212.407.4000 345 Park Avenue Fax 212.937.3943 New York, NY 10154 [email protected] Via Edgar May 10, 2021 Mr. Timothy Collins Division of Corporation Finance Office of Energy & Transportation U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Mountain Crest Acquisition Corp. III Registration Stat

- S-1/A

As filed with the Securities and Exchange Commission on May 10, 2021 Registration No.

Form of Insider Letter Agreement among the Registrant and the Registrant’s Officers and Directors.

Exhibit 10.1 [?], 2021 Mountain Crest Acquisition Corp. III 311 West 43rd Street, 12th Floor New York, NY 10036 Chardan Capital Markets, LLC 17 State Street, Suite 1600 New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Mountain Crest Acquisition Cor

Form of Code of Ethics.

EX-14 19 tm2110997d2ex14.htm EXHIBIT 14 Exhibit 14 CODE OF ETHICS 1. Introduction The Board of Directors of Mountain Crest Acquisition Corp. III has adopted this code of ethics (this “Code”), which is applicable to all directors, officers and employees, to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professi

Administrative Services Agreement by and between the Registrant and Mountain Crest Holdings III LLC.

Exhibit 10.6 MOUNTAIN CREST ACQUISITION CORP. III 311 West 43rd Street, 12th Floor New York, NY 10036 [], 2021 Mountain Crest Holdings III LLC 311 West 43rd Street, 12th Floor New York, NY 10036 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial publi

Rights Agreement, dated November 17, 2021, between Continental Stock Transfer & Trust Company and MCAE (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2021)

Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of , 2021 between Mountain Crest Acquisition Corp. III, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the ?Right Agent?). WHEREAS, the Company has received a firm commitment from Chardan Capital

Form of Stock Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company, and the Initial Stockholders.

Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of , 2021 (“Agreement”), by and among MOUNTAIN CREST ACQUISITION CORP. III, a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Company

Power of Attorney (included on the signature page of the original filing hereof).

As filed with the Securities and Exchange Commission on April 26, 2021 Registration No.

Specimen Common Stock Certificate of MCAE (incorporated by reference to Exhibit 4.2 to the Registration Statement Form S-1 filed with the Securities and Exchange Commission on April 27, 2021)

EX-4.2 7 tm2110997d2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER MCAE   SHARES   MOUNTAIN CREST ACQUISITION CORP. III INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK       SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that   CUSIP 62402U 107 is the owner of       FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF   MOUNTAIN CREST ACQUISI

Certificate of Incorporation.

Exhibit 3.1 DelawareThe First StatePage 15317683 8100 Authentication: 202628286SR# 20210763633 Date: 03-02-21You may verify this certificate online at corp.delaware.gov/authver.shtmlI, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OFDELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECTCOPY OF THE CERTIFICATE OF INCORPORATION OF ?MOUNTAIN CRESTACQUISITION CORP. III?, FILED IN THIS OF

Form of Indemnity Agreement.

EX-10.5 15 tm2110997d2ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Mountain Crest Acquisition Corp. III, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in

Form of Amended and Restated Certificate of Incorporation.

EX-3.2 4 tm2110997d2ex3-2.htm EXHIBIT 3.2 Exhibit 3.2   AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MOUNTAIN CREST ACQUISITION CORP. III   Pursuant to Sections 242 and 245 of the Delaware General Corporation Law   Mountain Crest Acquisition Corp. III, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as fol

Specimen Right Certificate of MCAE (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 27, 2021)

EX-4.3 8 tm2110997d2ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 NUMBER MCAER RIGHTS MOUNTAIN CREST ACQUISITION CORP. III INCORPORATED UNDER THE LAWS OF THE DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 62402U 115 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a “Right”) to automatically receive one-tenth of one share of common stock, $0.0001 par value

Form of Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Mountain Crest Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-[●] (“Registration Statement”), for its

Bylaws of MCAE (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 21, 2021)

EX-3.3 5 tm2110997d2ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BYLAWS OF MOUNTAIN CREST ACQUISITION CORP. III - A Delaware Corporation - BY-LAWS OF MOUNTAIN CREST ACQUISITION CORP. III ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The c

Form of Underwriting Agreement.

EX-1.1 2 tm2110997d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 5,000,000 Units   Mountain Crest Acquisition Corp. III   UNDERWRITING AGREEMENT   , 2021   Chardan Capital Markets, LLC  17 State Street, 21st Floor  New York, New York 10004  As Representative of the Underwriters named on Schedule A hereto   Ladies and Gentlemen:   The undersigned, Mountain Crest Acquisition Corp. III, a Delaware corporation (

Form of Subscription Agreement between Registrant and Chardan Capital Markets, LLC.

Exhibit 10.8 [●], 2021 Mountain Crest Acquisition Corp. III 311 West 43rd Street, 12th Floor New York, NY 10036 Ladies and Gentlemen: Mountain Crest Acquisition Corp. III (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securitie

Form of Registration Rights Agreement by and between the Registrant and Initial Stockholders.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement? ) is entered into as of the [?] day of [?], 2021, by and among Mountain Crest Acquisition Corp. III, a Delaware corporation (the ?Company? ) and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors? ). WHEREAS, the Investors an

Form of Subscription Agreement between Registrant and Mountain Crest Holdings III LLC.

EX-10.7 17 tm2110997d2ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 [●], 2021 Mountain Crest Acquisition Corp. III 311 West 43rd Street, 12th Floor New York, NY 10036 Ladies and Gentlemen: Mountain Crest Acquisition Corp. III (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the

Form of Audit Committee Charter.

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF MOUNTAIN CREST ACQUISITION CORP. III Adopted: [], 2021 The responsibilities and powers of the Audit Committee of the Board of Directors (the ?Board?) of Mountain Crest Acquisition Corp. III (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Audit Committee takes an action, it shall exercise its independen

Form of Compensation Committee Charter.

EX-99.2 22 tm2110997d2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF MOUNTAIN CREST ACQUISITION CORP. III Adopted: [], 2021 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of Mountain Crest Acquisition Corp. III (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compe

Specimen Unit Certificate of MCAE (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 27, 2021)

Exhibit 4.1 NUMBER MCAEU UNITS MOUNTAIN CREST ACQUISITION CORP. III SEE?REVERSE?FOR CERTAIN DEFINITIONS CUSIP 62402U 206 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of common stock, par value $0.0001 per share (?Common Stock?), of Mountain Crest

Via Edgar

CORRESP 1 filename1.htm Giovanni Caruso Direct 212.407.4866 Partner Main 212.407.4000 345 Park Avenue Fax 212.937.3943 New York, NY 10154 [email protected] Via Edgar April 26, 2021 Mr. Timothy Collins Division of Corporation Finance Office of Energy & Transportation U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Mountain Crest Acquisition Corp. III Draft Registrat

Confidentially submitted to the Securities and Exchange Commission on March 29, 2021

Confidentially submitted to the Securities and Exchange Commission on March 29, 2021 This draft registration statement has not been publicly filed with the U.

CERTIFICATE OF INCORPORATION MOUNTAIN CREST ACQUISITION CORP. III

EX-3.1 2 filename2.htm Exhibit 3.1 DelawareThe First StatePage 15317683 8100 Authentication: 202628286SR# 20210763633 Date: 03-02-21You may verify this certificate online at corp.delaware.gov/authver.shtmlI, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OFDELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECTCOPY OF THE CERTIFICATE OF INCORPORATION OF “MOUNTAIN CRESTACQUISITION CORP.

MOUNTAIN CREST ACQUISITION CORP. III - A Delaware Corporation - MOUNTAIN CREST ACQUISITION CORP. III ARTICLE I

Exhibit 3.3 BYLAWS OF MOUNTAIN CREST ACQUISITION CORP. III - A Delaware Corporation - BY-LAWS OF MOUNTAIN CREST ACQUISITION CORP. III ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such o