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                              May 28, 2020

       Suying Liu
       Chairman and Chief Executive Officer
       Mountain Crest Acquisition Corp.
       311 West 43rd Street, 12th Floor
       New York, NY 10036

                                                        Re: Mountain Crest
Acquisition Corp.
                                                            Amendment 1 to
Registration Statement on Form S-1
                                                            Filed May 27, 2020
                                                            File No. 333-238320

       Dear Dr. Liu:

              We have reviewed your amended registration statement and have the
following
       comment. In our comments we may ask you to provide us information so
that we may better
       understand your disclosure

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe that our comment applies to
your facts and
       circumstances or do not believe that an amendment is appropriate, please
tell us why in your
       response.

              After reviewing any amendment to your registration statement and
the information that
       you provide in response to the comment, we may have additional comments.

       Pre-effective Amendment 1 to Registration Statement on Form S-1 filed
May 27, 2020

       General

   1.                                                   Please revise your
registration statement to fill in the blanks, including disclosing the
                                                        number of common stock
that you are authorized to issue on pages 29, 57, and 97, the
                                                        number of authorized
and unissued shares of common stock on page 29, and the dealer
                                                        concessions on page
103.
              You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004
or Kevin W. Stertzel,
       Staff Accountant, at (202) 551-3723 if you have questions regarding
comments on the financial
       statements and related matters. Please contact Edward M. Kelly, Senior
Counsel, at (202) 551-
       3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other
questions.
 Suying Liu
Mountain Crest Acquisition Corp.
May 28, 2020
Page 2

                                                Sincerely,
FirstName LastNameSuying Liu
                                                Division of Corporation Finance
Comapany NameMountain Crest Acquisition Corp.
                                                Office of Manufacturing
May 28, 2020 Page 2
cc:       Giovanni Caruso, Esq.
FirstName LastName