FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Liu Suying		 2. Issuer Name and Ticker or Trading Symbol

Mountain Crest Acquisition Corp. III [ MCAEU ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO and CFO
(Last)          (First)          (Middle)

311 WEST 43RD STREET,, 12TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/14/2021
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

6/16/2021 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 6/14/2021  P  2086 (1)A$10 1543586 I See Footnote (2)
Common Stock 6/14/2021  J(5)  83202 D (5)1460384 I See Footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Rights to purchase Common Stock $0 6/14/2021  P   2086     (3) (3)Common Stock 208  (1)112086 I See Footnote (4)
Explanation of Responses:
(1) The reporting person acquired units, consisting of shares and rights.
(2) Shares owned by Mountain Crest Holdings III LLC, over which Suying Liu owns sole voting and dispositive power.
(3) The rights automatically convert into one-tenth (1/10) of a share of common stock upon the consummation of the registrant's initial business combination, as described in the registrant's prospectus filed with the SEC.
(4) Rights underlying the units owned by Mountain Crest Holdings III LLC, over which Suying Liu owns sole voting and dispositive power.
(5) On June 14, 2021, the underwriters of Mountain Crest Acquisition Corp III (the "Company") exercised the over-allotment option in part and 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 Mountain Crest Holdings III LLC prior to its IPO and private placement.

Remarks:
This Form 4/A amends the Form 4 filed on June 16, 2021 to change the number of derivative securities beneficially owned following the reported transaction took place on June 14, 2021. Such change reflects the 110,000 rights that the reporting person previously acquired through Mountain Crest Holdings III LLC in a transaction that took place on May 20, 2021.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Liu Suying
311 WEST 43RD STREET,
12TH FLOOR
NEW YORK, NY 10036		XXCEO and CFO
Signatures
/s/ Suying Liu11/22/2021
**Signature of Reporting PersonDate
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