MOUNTAIN CREST ACQUISITION CORP II : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 7, 2021, the registration statement (File No. 333-251557) (the "Registration Statement") relating to the initial public offering ("IPO") of Mountain Crest Acquisition Corp. II (the "Company") was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:

    ?   An Underwriting Agreement, dated January 7, 2021, by and between the
        Company and Chardan Capital Markets, LLC;




    ?   A Rights Agreement, dated January 7, 2021, by and between the Company and
        Continental Stock Transfer & Trust Company;




    ?   Letter Agreements, dated January 7, 2021, by and between the Company's
        officers, directors and shareholders;




    ?   An Investment Management Trust Agreement, dated January 7, 2021, by and
        between Continental Stock Transfer & Trust Company and the Company;




    ?   An Escrow Agreement, dated January 7, 2021, by and among the Company,
        Continental Stock Transfer & Trust Company and each of the initial
        shareholders of the Company; and

    ?   Indemnity Agreements, dated January 7, 2021, by and among the Company and
        the directors and officers of the Company;

    ?   A Subscription Agreement, dated January 7, 2021, by and between the
        Company and Mountain Crest Capital LLC;




    ?   A Subscription Agreement, dated January 7, 2021, by and between the
        Company and Chardan Capital Markets, LLC; and

    ?   A Registration Rights Agreement, dated January 7, 2021, by and among the
        Company and the initial shareholders of the Company.

On January 12, 2021, the Company consummated the IPO of 5,000,000 units (the "Units"). Each Unit consists of one share of common stock, $0.0001 par value ("Common Stock"), and one right ("Right") to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any.

As of January 12, 2021, a total of $50,000,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company's public shareholders. An audited balance sheet as of January 12, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.

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Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company consummated the private placement ("Private Placement") with Mountain Crest Capital LLC and Chardan Capital Markets, LLC of 185,000 units (the "Private Units"), generating total proceeds of $1,850,000.

The Private Units are identical to the Units sold as part of the public Units in this offering. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company's initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 7, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

Exhibit No.   Description

1.1             Underwriting Agreement, dated January 7, 2021, by and between the
              Company and Chardan Capital Markets, LLC.

3.1             Amended and Restated Certificate of Incorporation.

4.1             Rights Agreement, dated January 7, 2021, by and between Continental
              Stock Transfer & Trust Company and the Company.

10.1            Letter Agreements, dated January 7, 2021, among the Company and the
              Company's officers, directors and Initial Stockholders.

10.2            Investment Management Trust Agreement, dated January 7, 2021, by and
              between Continental Stock Transfer & Trust Company and the Company.

10.3            Stock Escrow Agreement, dated January 7, 2021, among the Company,
              Continental Stock Transfer & Trust Company and the Initial
              Stockholders.

10.4            Registration Rights Agreement, dated January 7, 2021, by and between
              the Company and Initial Stockholders.

10.5            Indemnity Agreements, dated January 7, 2021, by and among the Company
              and the directors and officers of the Registrant

10.6            Subscription Agreement, dated January 7, 2021, by and between the
              Company and Mountain Crest Capital LLC.

10.7            Subscription Agreement, dated January 7, 2021, by and between the
              Company and Chardan Capital Markets, LLC.




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