SEC Form SC 13G filed by Mountain Crest Acquisition Corp. II

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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).

CUSIP No. 62402D105								Page 3 of 7 Pages
1		NAME OF REPORTING PERSON RPO LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 500,085
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 500,085
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,085
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
12		TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 62402D105								Page 4 of 7 Pages
1		NAME OF REPORTING PERSON J. David Rogers
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0
				6		SHARED VOTING POWER 500,085
				7		SOLE DISPOSITIVE POWER 0
				8		SHARED DISPOSITIVE POWER 500,085
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,085
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
12		TYPE OF REPORTING PERSON (See Instructions) IN

(a)

Name of Issuer: Mountain Crest Acquisition Corp. II (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices: 311 West 43rd Street, 12th Floor, New York, NY 10036

(a)

Name of Person Filing: This Schedule 13G is jointly filed by Tempo Opportunities Fund LLC (the "TOF"), RPO LLC and J. David Rogers (collectively, the “Reporting Persons”). RPO LLC is the managing member of TOF.  RPO LLC is controlled by Mr. Rogers.

(b)

Address of Principal Business Office, or if none, Residence: The principal business address of each of the Reporting Persons is 60 Sunswyck Rd, Darien, CT 06820.

(c)

Citizenship: Each of TOF and RPO LLC is a Delaware limited liability company. Mr. Rogers is a citizen of the United States of America.

(d)

Title of Class of Securities: Common Stock, $0.0001 par value per share (“Common Stock”)

(e)

CUSIP Number: 62402D105

(a)

Amount beneficially owned: Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person’s cover page. As of September 27, 2021, TOF directly held 500,085 shares of Common Stock.

(b)

Percent of class: Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of the shares of Common Stock listed on such Reporting Person’s cover page. Calculations of the percentage of shares beneficially owned assume 7,557,500 shares of Common Stock outstanding as of August 19, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 20, 2021.

(c)

Number of shares as to which the person has: (i) Sole power to vote or to direct the vote:             See each cover page hereof. (ii) Shared power to vote or to direct the vote:             See each cover page hereof. (iii) Sole power to dispose or to direct the disposition of:              See each cover page hereof. (iv) Shared power to dispose or to direct the disposition of:              See each cover page hereof.