UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 3 7, 2023

Date of Report (Date of earliest event reported)

Mountain Crest Acquisition Corp. III

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40418		85-2412613
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

311 West 43rd Street, 12th Floor

New York, NY

10036

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 493-6558

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ Written communications pursuant to Rule 425 under the Securities Act ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MCAE	The Nasdaq Stock Market LLC
Rights	MCAER	The Nasdaq Stock Market LLC
Units	MCAEU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 85.0107. ~~Other~~Submissions ~~Events.~~of Matters to a Vote of Security Holders

As previously disclosed, on January 31, 2022, Mountain Crest Acquisition Corp. III (~~the “Company”) (~~Nasdaq: MCAE,) ~~MCAEU, MCAER~~(“MCAE”), a special purpose acquisition company ~~(“SPAC”), hereby~~entered ~~reports~~into ~~that~~a ~~the~~definitive ~~redemption~~agreement Agreement ~~period~~and inPlan ~~connection~~of ~~with~~Merger, ~~the~~dated ~~Company’s~~as ~~Special~~of ~~Meeting~~on January 27, ~~scheduled~~2022, ~~for~~as ~~February~~ amended on June 7, ~~2023 at~~2022 ~~10:30~~and ~~a.m.~~October 17, ~~seeking~~2022 ~~stockholder~~(as ~~approval~~it ofmay ~~its~~be ~~previously~~amended ~~disclosed~~from time ~~proposed~~to ~~business~~time, ~~combination~~the ~~with~~“Merger Agreement”), by and among the MCAE, the ETAO International Group, ~~closed~~a Cayman Islands atexempted ~~5:00~~company p(the “Company”), ETAO International Co.m, Ltd. on, ~~Friday~~a Cayman Islands exempted company (“Pubco”), ~~February 3~~ETAO Merger Sub, ~~2023~~Inc., Ina ~~total~~Cayman ~~the~~Islands ~~Company~~exempted ~~received~~company ~~from~~(“Merger ~~stockholders~~Sub”) and ~~requests~~Wensheng Liu, in his capacity as the Shareholders’ Representative, pursuant to ~~redeem~~which, anamong ~~aggregate~~other ~~amount of~~things, (1) the SPAC will merge with and into Pubco,~~511,340~~ ~~shares~~with ofthe Pubco being the surviving corporation in the merger (the “Redomestication Merger”) and (2) the Company’s ~~common~~will ~~stock.~~merge ~~There~~with ~~are~~and ~~85,366~~into ~~non-redeemed~~Merger ~~shares~~Sub, ofwith the Company’s ~~common~~as ~~stock~~the ~~remaining~~surviving corporation in the merger (the “Acquisition ~~outstanding~~Merger”), asand, ofafter ~~February 3~~giving effect to the Acquisition Merger, ~~2023~~the Company being a wholly owned subsidiary of Pubco.

~~IMPORTANT~~On ~~NOTICES~~February 7, 2021, at 10:30 a.m., Eastern Time, the Company held a special meeting of its shareholders (the “Special Meeting”) at which the shareholders voted on the following proposals, as set forth below, each of which is described in detail in the definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 18, 2023, which was first mailed by the Company to its shareholders on or about January 18, 2023.

~~Important~~As ~~Notice~~of ~~Regarding~~December ~~Forward-Looking~~30, 2022, the record date for the Special Meeting, there ~~Statements~~were 3,230,597 shares of common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding and entitled to vote at the Special Meeting. There were 2,997,734 shares of Common Stock representing approximately 92.79% of the issued and outstanding shares of Common Stock present in person or represented by proxy at the Special Meeting, constituting a quorum for the Special Meeting. The final voting results for each proposal submitted to the shareholders of the Company at the Special Meeting are included below.

~~This~~Each ~~Current Report on Form 8-K contains certain “forward-looking statements” within the meaning~~ of the ~~Securities~~proposals ~~Act~~described ofbelow ~~1933~~was ~~and~~approved ~~the~~by ~~Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about~~ the ~~pending transactions described above, and the parties~~Company’ ~~perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements~~s regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactionsshareholders. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

The forward-looking statements are based on the current expectations of the management of MCAE and ETAO International Co., Ltd. (“ETAO”), as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements including: risks related to the Company’s businesses and strategies; the ability to complete the proposed business combination due to the failure to obtain approval from MCAE’s stockholders or satisfy other closing conditions in the definitive merger agreement; the amount of any redemptions by existing holders of MCAE’s common stock; the ability to recognize the anticipated benefits of the business combination; other risks and uncertainties included under the header “Risk Factors” in the Form 10-K for the year ended December 31, 2021 filed by MCAE on March 7, 2022, the final prospectus of MCAE for its initial public offering, dated May 17, 2021; the definitive proxy statement filed by MCAE on January 18, 2023, and in MCAE’s other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and MCAE, the Company and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.PROPOSALS

~~Additional~~Proposal ~~Information and Where to Find It~~1:

InRedomestication ~~connection~~Merger — ~~with~~to ~~the~~consider ~~transaction described herein, MCAE~~ and ~~ETAO~~vote ~~International~~on ~~Co., Ltd.~~a ~~(“ETAO”)~~proposal ~~filed~~to ~~relevant~~adopt ~~materials~~and ~~with~~approve the ~~Securities~~Agreement and ~~Exchange~~Plan ~~Commission~~of ~~(the “SEC”)~~Merger, ~~including~~dated ~~the~~as ~~Registration~~of ~~Statement~~January on27, ~~Form F-4~~2022, ~~filed~~as byamended on ~~ETAO~~June ~~which~~7, ~~includes~~2022 aand ~~proxy~~October ~~statement~~17, of2022 ~~MCAE~~ (the “~~Registration~~Merger ~~Statement~~Agreement”)., ~~The~~by ~~Registration~~and ~~Statement~~among ~~includes~~Mountain aCrest ~~proxy~~Acquisition ~~statement~~Corp. ~~that~~III, ~~has been distributed to holders of MCAE’s~~a ~~common~~Delaware ~~stock~~corporation ~~in connection with~~ (“MCAE’s”), ~~solicitation~~ETAO ofInternational ~~proxies~~Group, ~~for~~a ~~the~~Cayman ~~vote~~Islands bycorporation ~~MCAE shareholders with respect to~~ (the ~~proposed transaction~~“Company” ~~and~~or ~~other~~“ETAO”), ~~matters~~ETAO asInternational ~~described~~Co., ~~in the Registration Statement~~Ltd., asa ~~well~~Cayman asIslands ~~the~~exempted ~~prospectus~~company ~~relating~~(“PubCo”), toETAO ~~the offer of securities to be issued~~Merger toSub, ~~the ETAO’s stockholders in connection with the proposed business combination~~Inc., ~~MCAE has mailed~~ a ~~definitive~~Cayman ~~proxy~~Islands ~~statementto its~~exempted ~~stockholders.~~company ~~Investors~~(“Merger ~~and~~Sub”) ~~security holders~~ and ~~other~~Wensheng ~~interested~~Liu, ~~parties~~in ~~are~~his ~~urged~~capacity toas ~~read~~ the ~~Registration Statement, any amendments~~Company’s ~~thereto~~Shareholders’ ~~and~~Representative ~~any other documents filed with~~ (the ~~SEC~~“Shareholders’ ~~carefully~~Representative”), ~~and~~to ineffect ~~their entirety because will contain important information about~~ MCAE~~, ETAO~~’s ~~and~~initial ~~the proposed~~ business combination. ~~Additionally,~~pursuant ~~MCAE~~to ~~has~~which, ~~filed~~among other ~~relevant~~things, ~~materials~~(1) ~~with~~MCAE ~~the~~will ~~SEC~~merge ~~in connection~~ with ~~the business~~and ~~combination.~~into ~~Copies~~PubCo ofthat ~~these~~is ~~documents~~a ~~may~~wholly beowned ~~obtained~~subsidiary ~~free~~ of ~~charge at the SEC's web site at www.sec.gov. Securityholders of~~ MCAE ~~are urged to read the Registration Statement and the other relevant materials before making any voting decision~~ , with ~~respect~~PubCo tobeing the ~~proposed~~ ~~business~~surviving ~~combination~~corporation ~~because~~in ~~they~~such ~~will contain important information. The Registration Statement and proxy statement~~merger, ~~may~~thereby ~~also be~~consummating ~~obtained~~a ~~without~~change ~~charge~~in ~~at the SEC~~MCAE’s ~~website~~domicile atfrom ~~www.sec.gov~~a orDelaware ~~by writing~~ corporation to ~~MCAE~~a atCayman ~~311~~Islands ~~West~~exempted ~~43rd~~company ~~Street, 12th Floor, New York, NY 10036. INVESTORS AND SECURITY HOLDERS OF MCAE ARE URGED TO READ THESE MATERIALS~~ (~~INCLUDING~~the ~~ANY~~“Redomestication ~~AMENDMENTS OR SUPPLEMENTS THERETO~~Merger”) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT MCAE HAS FILED AND WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCAE, THE COMPANY AND THE TRANSACTIONS.;

Participants in Solicitation

FOR	AGAINST	ABSTAIN
2,697,538	300,196	0

~~MCAE,~~Proposal the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposed business combination under the rules of the SEC. Securityholders may obtain more detailed information regarding the names, affiliations, and interests of certain of MCAE’s executive officers and directors in the solicitation by reading MCAE’s Registration Statement and other relevant materials filed with the SEC in connection with the proposed business combination when they become available. Information about MCAE’s directors and executive officers and their ownership of MCAE common stock is set forth in MCAE’s Form 10-K for the year ended December 31, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of that filing and the definitive proxy statement filed by MCAE on January 18, 2023. Other information regarding the interests of MCAE’s participants in the proxy solicitation, which in some cases, may be different than those of their stockholders generally, will be set forth in the Registration Statement relating to the proposed business combination when it becomes available. These documents can be obtained free of charge at the SEC's web site at www.sec.gov.2:

~~The~~Acquisition ~~Company~~Merger — to consider and ~~its~~vote ~~directors~~on ~~and~~a ~~executive~~proposal ~~officers may~~to ~~also~~adopt beand ~~deemed~~approve tothe besubsequent ~~participants~~merger set forth in the ~~solicitation~~Merger ofAgreement, ~~proxies~~pursuant ~~from~~to which the ~~stockholders~~Company ofwill ~~MCAE~~merge inwith ~~connection~~and into Merger Sub that is a wholly owned subsidiary of PubCo, with the ~~proposed~~Company ~~business~~as the surviving corporation ~~combination.~~in Asuch ~~list~~merger, thereby consummating PubCo’s acquisition, through its Merger Sub, of the ~~names~~Company (the “Acquisition Merger”), and, after giving effect to the Acquisition Merger, the Company being a wholly owned subsidiary of ~~such~~PubCo. ~~directors~~The ~~and~~Redomestication ~~executive~~Merger, the ~~officers~~Acquisition Merger and ~~information~~such ~~regarding~~other ~~their~~transactions ~~interests~~contemplated inby the ~~proposed~~Merger ~~business combination~~Agreement ~~will~~are behereinafter ~~included~~collectively inreferred as the ~~Registration~~“Business Combination” ~~Statement~~and ~~for~~Proposals 1 and 2, the ~~proposed~~“Business ~~business~~Combination ~~combination~~Proposals”.

No Offer or Solicitation

FOR	AGAINST	ABSTAIN
2,697,537	300,197	0

~~This~~Proposal Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of MCAE or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.3:

~~SIGNATURES~~The Governance Proposal — to consider and vote, on a non-binding advisory basis, on four separate governance proposals relating to the following material differences between MCAE’s current amended and restated certificate of incorporation (the “MCAE Charter”) and PubCo’s Amended and Restated Memorandum and Articles of Association (the “PubCo Charter”). These four separate governance proposals are collectively referred to as the “Governance Proposal”:

~~Pursuant~~(A)            through to the ~~requirements~~Redomestication ofMerger, ~~the~~MCAE ~~Securities Exchange~~shall ~~Act~~merge ofwith ~~1934~~and into PubCo and MCAE, the ~~Registrant~~Delaware ~~has~~corporation, ~~duly~~shall ~~caused~~cease ~~this~~to ~~report~~exist and toPubCo shall be ~~signed~~the onsurviving ~~its~~corporation ~~behalf~~and bythe name of the ~~undersigned~~surviving ~~hereunto~~corporation ~~duly~~will ~~authorized~~be “ETAO International Co., Ltd.”;

Dated: February 6, 2023
FOR	AGAINST	ABSTAIN
MOUNTAIN CREST ACQUISITION CORP. III
2,697,538	300,196	0
By:	/s/ Suying Liu
Name:	Suying Liu
Title:	Chief Executive Officer

(B)             following the Redomestication Merger the authorized shares of the surviving corporation shall change (i) from 30,000,000 shares of MCAE Common Stock to 500,000,000 PubCo Ordinary Shares;

FOR	AGAINST	ABSTAIN
2,697,538	300,196	0

(C)            deleting the forum selection provision providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act; and

FOR	AGAINST	ABSTAIN
2,697,538	300,196	0

(D)            the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office.

FOR	AGAINST	ABSTAIN
2,697,538	300,196	0

Proposal 4:

Election of Directors of PubCo Proposal — to consider and vote on a proposal to approve PubCo’s Board of Directors (the “PubCo Board”) in regards to the following persons: Wensheng Liu, Biao Dai, Kenneth Liang, Connie Hsu, Andrew MacInnes, and Suying Liu to serve on PubCo’s Board of Directors;Proposal 6:

Wensheng Liu

FOR	AGAINST
2,607,537	300,197

Biao Dai

FOR	AGAINST
2,607,537	300,197

Kenneth Liang

FOR	AGAINST
2,607,537	300,197

Connie Hsu

FOR	AGAINST
2,607,537	300,197

Andrew MacInnes

FOR	AGAINST
2,607,538	300,196

Suying Liu

FOR	AGAINST
2,607,537	300,197

Proposal 5:

The 2022 Employee Stock Option Plan Proposal — to consider and vote on a proposal to approve PubCo’s 2022 Employee Stock Option Plan Proposal, in connection with the Business Combination (the “2022 Plan Proposal”)

FOR	AGAINST	ABSTAIN
2,697,538	300,196	0

Proposal 6:

The NTA Requirement Amendment Proposal — to amend (the “NTA Requirement Amendment”) the MCAE Charter to expand the methods that MCAE may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.

FOR	AGAINST	ABSTAIN
2,697,538	300,196	0

Item 9.01.

Financial Statements and Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 7, 2023

MOUNTAIN CREST ACQUISITION CORP. III

By:	/s/ Suying Liu
Name:	Suying Liu
Title:	Chief Executive Officer

Filing Compare · Mountain Crest Acquisition Corp. III