United States securities and exchange commission logo





                               December 4, 2020

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

                                                        Re: Mountain Crest
Acquisition Corp.
                                                            Proxy Statement on
Schedule 14A
                                                            Filed November 9,
2020
                                                            File No. 001-39312

       Dear Mr. Liu:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Proxy Statement on Schedule 14A

       Proposal No. 1     The Business Combination Proposal
       The Merger Agreement, page 74

   1.                                                   We note your cautionary
statement concerning the representations and warranties in the
                                                        Merger Agreement.
Please note that disclosure regarding an agreement   s representations
                                                        or covenants in a proxy
statement constitutes disclosure to investors, and you are required
                                                        to consider whether
additional disclosure is necessary in order to put the information
                                                        contained in, or
otherwise incorporated into that publication, into context so that such
                                                        information is not
misleading. Please refer to Report of Investigation Pursuant to Section
                                                        21(a) of the Securities
Exchange Act of 1934 and Commission Statement on potential
                                                        Exchange Act Section
10(b) and Section 14(a) liability, Exchange Act Release No. 51283
                                                        (Mar. 1, 2005).
Accordingly, if you continue to use this cautionary statement in your
                                                        proxy statement, please
revise it to remove any implication that the Merger Agreement
                                                        does not constitute
disclosure under the federal securities laws and to clarify that you will
 Suying Liu
FirstName LastNameSuying   Liu
Mountain Crest Acquisition Corp.
Comapany4,
December   NameMountain
             2020         Crest Acquisition Corp.
December
Page 2    4, 2020 Page 2
FirstName LastName
         provide additional disclosure in your public reports to the extent
that you are or become
         aware of the existence of any material facts that are required to be
disclosed under federal
         securities law and that might otherwise contradict the representations
and warranties
         contained in the Merger Agreement and will update such disclosure as
required by federal
         securities laws.
Background of the Business Combination, page 83

2.       In the sixth paragraph from the bottom of page 84, you state that you
entered non-
         disclosure agreements and conducted due diligence on two targets but
did not proceed due
         to discrepancies in valuation expectations and commercial terms.
Please revise to
         describe these discrepancies in greater detail. In particular, with
respect to the first
         company please describe why you initially deemed the proposed deal to
be attractive and
         describe the criteria you subsequently applied to determine that the
company was too
         small and would therefore hinder public-market receptiveness; and with
respect to the
         second company, expand your discussion to explain why you questioned
the company's
         projected revenues and EBITDA figures. In addition, please address
what parties or
         advisors were involved in these early negotiations, including those
involved in preparing
         valuations.
3.       Please expand the disclosure in this section to include a more
detailed description of the
         negotiations surrounding the material terms of the merger agreement
with Playboy and the
         other agreements related to the business combination. For example,
please specify which
         of the parties recommended the initial consideration and explain how
the amount was
         determined. In addition, provide a summary of the financial, business,
and legal due
         diligence questions that arose during your diligence meetings. Please
see Item 14(b)(7) of
         Schedule 14A.
4.       Refer to the third full paragraph on page 85 where you disclose that
you "agreed to most
         of what was previously discussed." Please revise to clarify which
terms were agreed to by
         the parties, and which remained subject to further negotiations. To
the extent that items
         remained open, explain how the parties positions' differed and how any
disputes were
         settled. Make similar revisions throughout this section to describe
the substance of
         meeting and calls, including the terms that were discussions and how
issues were
         resolved. In this regard, it is insufficient to merely state that
drafts were exchanged
         reflecting the parties' negotiations, or that terms were refined, or
to list (without further
         discussion) key items or topics that were raised. Your revised
disclosure should ensure
         that investors are able to understand how the terms of the deal
evolved during negotiations
         and why. To the extent that certain terms were deemed not subject to
negotiation, please
         disclose this fact.
5.       Please revise your disclosure in this section to include a description
of the negotations
         related to the PIPE financing, including how you arrived at the
structure and timing
 Suying Liu
Mountain Crest Acquisition Corp.
December 4, 2020
Page 3
         of the private placement. In this regard, it is unclear why the PIPE
financing was
         proposed, by whom, and the process by which you agreed on the material
terms of the
         financing. Please revise accordingly.
6.       We note your reference in the second-to-last bullet on page 86 to
extensive meetings with
         Playboy's management regarding operations and projections. Please
revise your
         disclosure to include additional details about the role of the
financial advisors in
         negotiating this transaction, including a description of any reports,
financial reports or
         projections, or other materials that may have received or prepared in
connection with the
         board's evaluation of proposed deal.
MCAC   s Board   s Reasons for the Approval of the Business Combination, page
86

7.       Refer to your discussion in the bullet entitled "Attractive
Valuation." Please disclose all of
         the comparables that you relied upon for your conclusion that the
current valuation is
         favorable. In this regard, we note that you identify several companies
but "several others"
         are unnamed. Additionally, revise to disclose the data underlying the
multiples described
         and show how that information resulted in the values disclosed. Given
the various
         product categories covered by Playboy, please also expand to discuss
how you weighted
         the consideration given to each category of multiples (e.g., Style &
Apparel, Gaming
         & Lifestyle, etc.).
Information about Playboy, page 133

8.       Please provide a summary description of the going private transaction
which occurred in
         2011 and the subsequent reorganization of Playboy. Succintly explain
how these
         transactions affected RT-Icon Holdings' interests in the company and
affected the
         company's current level of indebtedness, if applicable. In addition,
please revise to
         discuss the steps undertaken by Playboy to transform and streamline
its business model, as
         noted in the fifth bullet on page 87, and the associated costs and
benefits of these changes.
Our Strategy, page 135

9.       In the last paragraph on page 135, please clarify, if true, that you
do not own the "nearly
         2,500 brick and mortar stores and 1,000 ecommerce stores" in China
selling your branded
         goods.

Intellectual Property, page 138
FirstName LastNameSuying Liu
10.    Please disclose the duration and effect of all intellectual property
rights that are material to
Comapany
       yourNameMountain
            business. In thisCrest Acquisition
                              regard,          Corp.disclosure on page 134
about the significance
                                      we note your
       of your
December       licensing
           4, 2020 Page 3arrangement to your revenue.
FirstName LastName
 Suying Liu
FirstName LastNameSuying   Liu
Mountain Crest Acquisition Corp.
Comapany4,
December   NameMountain
             2020         Crest Acquisition Corp.
December
Page 4    4, 2020 Page 4
FirstName LastName
Management   s Discussion and Analysis of Financial Condition and Results of
Operations of
Playboy
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA, page 154

11.      You appear to have incurred reduction in force expenses and management
fees and
         expenses in all periods presented. Please tell us in detail how you
determined each of
         these types of expenses are not normal, recurring, cash operating
expenses. Also, revise
         your disclosures to discuss in greater detail the nature and purpose
of each of these non-
         GAAP adjustments. Refer to Question 100.01 of the Division's Non-GAAP
Financial
         Measures Compliance and Disclosure Interpretations.
Security Ownership of Certain Beneficial Owners, page 173

12.      Please revise to disclose the natural person or persons having voting
and dispositive power
         over the securities beneficially owned by each entity.
Exclusive Forum, page 187

13.      We note that your forum selection provision provides that the federal
district courts of the
         United States of America shall be the sole and exclusive forum for the
resolution of any
         complaint asserting a cause of action arising under the Securities
Act. Please revise to
         state that investors cannot waive compliance with the federal
securities laws and the rules
         and regulations thereunder. In that regard, we note that Section 22 of
the Securities Act
         creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
         any duty or liability created by the Securities Act or the rules and
regulations thereunder.
         Please also revise to disclose any risks or other impacts on
investors, including that
         shareholders may be unable to bring suit in the forum they deem most
favorable.
Playboy Enterprises, Inc. Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive (Loss) Income, page F-3

14.      For each period included in this filing, please present revenues from
products, services
         and other in a separate line items. Similarly revise your cost of
sales presentation. Refer
         to Rules 5-03.1 and .2 of Regulation S-X.
15.      Please tell us in detail your GAAP basis for excluding the amounts
presented in the loss
         on disposals of assets line item from operating (loss) income.
Alternatively, revise your
         financial statements accordingly. Refer to ASC 360-10-45-4 through
45-5.
Notes to Consolidated Financial Statements, page F-7

16.      In the footnotes to your financial statements and in the management's
discussion and
         analysis section, please disclose the information referenced in ASC
420-10-50-1 and SAB
         Topic 5.P.4 regarding your restructuring activities (e.g., reduction
in force expenses).
 Suying Liu
Mountain Crest Acquisition Corp.
December 4, 2020
Page 5
Note 17. Income Taxes, page F-31

17.   Please disclose in greater detail the nature and circumstances
surrounding the following
      reconciling items in the reconciliation of the effective income tax rate
to the federal rate
      for each period presented: prior year deferred tax assets true up,
foreign taxes and credits
      and foreign tax credit true up.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202)
551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Dietrich King at (202) 551-8071 with
any other
questions.



                                                             Sincerely,
FirstName LastNameSuying Liu
                                                             Division of
Corporation Finance
Comapany NameMountain Crest Acquisition Corp.
                                                             Office of Trade &
Services
December 4, 2020 Page 5
cc:       Tahra Wright
FirstName LastName