Item 8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated May 26, 2021, on May 20, 2021 Mountain Crest Acquisition Corp. III (the "Company"), consummated its initial public offering ("IPO") of 5,000,000 units (the "Units"). Each Unit consists of one share of common stock, $0.0001 par value ("Common Stock"), and one right ("Right") to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any.

As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement ("Private Placement") of 185,000 units (the "Private Units") at a price of $10.00 per Private Unit, generating total proceeds of $1,850,000.

Subsequently, on June 10, 2021, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of the additional Units occurred (the "Over-Allotment Option Units") on June 14, 2021. The total aggregate issuance by the Company of 417,193 units at a price of $10.00 per unit resulted in total gross proceeds of $4,171,930. On June 14, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 8,343 Private Units, generating gross proceeds of $83,430. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

On June 14, 2021, the underwriters canceled the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company has canceled an aggregate of 83,202 shares of Common Stock issued to certain stockholder of the Company prior to the IPO and Private Placement.

A total of $54,171,930 of the net proceeds from the sale of Units in the initial public offering (including the Over-Allotment Option Units) and the Private Placements on May 20, 2021 and June 14, 2021, were placed in a trust account established for the benefit of the Company's public shareholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

99.1 Unaudited Pro Forma Balance Sheet dated May 20, 2021

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