SEC Form SC 13G filed by Mountain Crest Acquisition Corp. III
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 Number)
December
31, 2021
(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) |
| ¨ | Rule 13d-1 (c) |
| x | 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).
| 1 |
NAME OF REPORTING PERSON
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER 1,460,384 | |
| 6 | SHARED VOTING POWER -0- | ||
| 7 | SOLE DISPOSITIVE POWER 1,460,384 | ||
| 8 | SHARED DISPOSITIVE POWER -0- | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,460,384 | ||
| 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 20.7% | ||
| 12 |
TYPE OF REPORTING PERSON*
| ||
| 1 |
NAME OF REPORTING PERSON
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER 1,460,384 | |
| 6 |
SHARED VOTING POWER | ||
| 7 | SOLE DISPOSITIVE POWER 1,460,384 | ||
| 8 |
SHARED DISPOSITIVE POWER | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,460,384 | ||
| 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 20.7% | ||
| 12 |
TYPE OF REPORTING PERSON*
| ||
Item 1.
| (a) | Name of Issuer: | Mountain Crest Acquisition Corp. III, a corporation organized under the laws of the State of Delaware (the “Company”) |
| (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: | Mountain Crest Holdings III LLC and Suying Liu. Suying Liu isteh sole manager of Mountain Crest Holdings III LLC. | |
| (b) | Address of Principal Business Office or if none, Residence: |
The address for this entity and individual is:
c/o Suying Liu
311 West 43rd Street, 12th Floor
New York, NY 10036
| (c) | Citizenship: |
Mountain Crest Holdings III LLC – Delaware Suying Liu – China |
| (d) | Title of Class of Securities: Common Stock, par value $0.0001 per share |
| (e) | CUSIP Number: 62402U107 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: 1,460,3841 |
| (b) | Percent of Class: |
Mountain Crest Holdings III LLC and Suying Liu beneficially own 1,460,384 shares of Common Stock. This accounts for 20.7% of the 7,051,084 shares of Common Stock outstanding as of November 19, 2021, as disclosed in the Company’s Form 10-Q filed with the SEC on November 22, 2021. Such amount does not include rights convertible into 11,208 shares of Common Stock at the closing of the Company’s initial business combination.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Mountain Crest Holdings III LLC – 1,460,384 shares1
Suying Liu - 1,460,384 shares1
| (ii) | shared power to vote or to direct the vote: |
Mountain Crest Holdings III LLC – 0 shares
Suying Liu - 0 shares
| (iii) | sole power to dispose or to direct the disposition of: |
Mountain Crest Holdings III LLC – 1,460,384 shares1
Suying Liu - 1,460,384 shares1
| (iv) | shared power to dispose or to direct the disposition of: |
Mountain Crest Holdings III LLC – 0 shares
Suying Liu - 0 shares
| Item 5. |
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. 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 |
1. On January 27, 2022, Mountain Crest Holdings III 2022 sold 200,000 shares of Mountain Crest Acquisition Corp. III common stock, par value $0.0001 per share. Following January 27, 2022 and as of the date of this filing, Mountain Crest Holdings III LLC owns 1,260,384 shares of Mountain Crest Acquisition Corp. III common stock, par value $0.0001 per share.
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.
February 9, 2022
| MOUNTAIN CREST HOLDINGS III LLC | |||
| By: | /s/ Suying Liu | ||
| Name: Suing Liu | |||
| Title: Authorized Signatory | |||
| /s/ Suying Liu | |||
| Suying Liu | |||