Item 1.01 Entry into a Material definitive Agreement.






The disclosure contained in Item 2.03 is incorporated by reference in this Item
1.01.


Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an
             Off-Balance Sheet Arrangement of a Registrant.

On October 3, 2022, Mountain Crest Acquisition Corp. III (the "Company") issued an unsecured promissory note in the aggregate principal amount up to $100,000 (the "Note") to Mountain Crest Holdings III LLC, the Company's sponsor (the "Sponsor"). Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $100,000 that may be drawn down from time to time and payable on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company's trust account, if any. In addition, at the written election of the Sponsor the principal amount due under the Note may be converted at the closing of a business combination into private units of the Company identical to the public units issued in the Company's initial public offering at a price of $10.00 per unit.

The proceeds of the Note will be used by the Company for working capital purposes.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






Exhibit No.   Description

  10.1          Form of Promissory Note between the registrant and Mountain Crest
              Holdings III LLC.
104           Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.

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