MCAE SEC filings, in plain English
Everything Mountain Crest Acquisition Corp. III has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Mountain Crest Acquisition Corp. III called a Special Meeting for February 7, 2023 at 10:30 AM local time by live webcast on its Merger Agreement dated January 27, 2022 with ETAO International Group, amended June 7, 2022 and October 17, 2022, comprising a Redomestication Merger and an Acquisition Merger. The Trust Account held total assets of approximately $16.4 million as of January 12, 2023, after giving effect to owed but unpaid taxes. Each MCAE share is cancelled and exchanged for PubCo shares, other than shares redeemed. The proxy is dated and was first mailed January 18, 2023. Why it matters: A trust of roughly $16.4 million means MCAE has already been redeemed down substantially, so the cash reaching ETAO is small and every further redemption shrinks it. The proxy warns that certain persons have interests in the combination that may conflict with public shareholders', which is the standard sponsor-promote conflict. Redemption pays the pro rata trust portion and is the certain alternative to shares in a Cayman holding company.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2023-02-20 · unchanged
The clause “No. 2”) that expressly amended and modified the Merger Agreement to extend the Outside Date from October 5, 2022 to February 20, 2023. 23. SHARED BASED COMPENSATION The Company recorded $5,000,000 in share-based compensation expense”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-08-15trust $54.3M → $54.4M +0%deadline 2022-11-20 → 2023-02-20
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $54.3M$54.4M
- Combination deadline
- 2022-11-202023-02-20
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $100K · unchanged
- Redeemable shares
- 5.42M · unchanged
SpacBrain reads this as $188,127 was added to the trust between the two filings.
The clause …“ $ 284 $ 341,429 Prepaid expenses 35,506 28,750 Marketable securities held in Trust Account 54,438,427 54,174,163 TOTAL ASSETS $ 54,474,217 $ 54,544,342 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“Combination from October 5, 2022 to February 20, 2023. In the event that the Business Combination shall not be consummated prior to February 20, 2023, then either MCAE or the Etao Shareholders’ Representative may terminate the Merger”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by November 20, 2022, then the Company will cease”…
The clause …“working capital loans, as defined below (see Note 5). To date, there were $ 100,000 outstanding under working capital loans. On October 3, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to”…
The clause “0,000,000 shares authorized; 1,633,891 shares issued and outstanding (excluding 5,417,193 shares subject to possible redemption), as of September 30, 2022 and December 31, 2021 163 163 Additional paid-in capital — — Accumulated”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2023-02-20 · unchanged
The clause …“modified the Merger Agreement. Specifically, the Amendment No. 2 extended the Outside Date for the closing of the Business Combination from October 5, 2022 to February 20, 2023. In the event that the Business Combination shall not be”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2023-02-20 · unchanged
The clause …“modified the Merger Agreement. Specifically, the Amendment No. 2 extended the Outside Date for the closing of the Business Combination from October 5, 2022 to February 20, 2023. In the event that the Business Combination shall not be”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Mountain Crest Acquisition Corp. III called a Special Meeting for November 9, 2022 at 10:00 a.m. Eastern Time, virtual, to extend the deadline from November 20, 2022 to February 20, 2023. ETAO International Group has deposited $150,000 into escrow to fund the extension loan, which it will forgive if no combination closes except to the extent of funds outside the Trust Account, and which is returned to ETAO if stockholders reject the amendment. Why it matters: The target is funding the extension and has pre-funded the $150,000 into escrow, which removes the usual risk that a promised deposit never arrives — a genuinely favourable structure. The gain for holders who stay is small, about two cents a share, so the decision turns on whether the ETAO transaction is worth three more months of risk against a roughly $10.00 redemption available now.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- no earlier filing2023-02-20
SpacBrain reads this as the agreement may be terminated from 2023-02-20.
The clause …“that the outside date for the closing of the Business Combination was February 20, 2023 (the “ Outside Date ”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2022-10-05 · unchanged
The clause …“that the outside date for the closing of the Business Combination was October 5, 2022 (the “ Outside Date ”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-05-16trust $54.2M → $54.3M +0%sponsor loan $80K → $100K
trust account, sponsor loans outstanding, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $54.2M$54.3M
- Sponsor loans outstanding
- $80K$100K
- Combination deadline
- 2022-11-20 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 5.42M · unchanged
SpacBrain reads this as $73,150 was added to the trust between the two filings.
The clause “$ 38,485 $ 341,429 Prepaid expenses 101,257 28,750 Marketable securities held in Trust Account 54,250,300 54,174,163 TOTAL ASSETS $ 54,390,042 $ 54,544,342 LIABILITIES AND STOCKHOLDERS' DEFICIT Current”…
SpacBrain reads this as the sponsor has advanced $19,736 more.
The clause …“working capital loans, as defined below (see Note 5). To date, there were $ 100,000 outstanding under working capital loans. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust”…
The clause “Concern,” management has determined that if the Company is unable to complete a Business Combination by November 20, 2022, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by November 20, 2022, then the Company will cease”…
The clause “0,000,000 shares authorized; 1,633,891 shares issued and outstanding (excluding 5,417,193 shares subject to possible redemption), as of June 30, 2022 and December 31, 2021 163 163 Additional paid-in capital — — Accumulated deficit”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2022-10-05 · unchanged
The clause …“that the outside date for the closing of the Business Combination was October 5, 2022 (the “ Outside Date ”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2022-10-05 · unchanged
The clause …“that the outside date for the closing of the Business Combination was October 5, 2022 (the “ Outside Date ”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2022-10-05
SpacBrain reads this as the agreement may be terminated from 2022-10-05.
The clause …“for such director prior to the closing of the Acquisition Merger. 3. The Outside Date for the closing of the Business Combination is extended from May 31, 2022 to October 5, 2022. In the event that the Business Combination shall”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2022-10-05 · unchanged
The clause …“for such director prior to the closing of the Acquisition Merger. 3. The Outside Date for the closing of the Business Combination is extended from May 31, 2022 to October 5, 2022. In the event that the Business Combination shall”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2021-11-22trust $54.2M → $54.2M +0%deadline 2022-05-20 → 2022-11-20going concern APPEARED
trust account, combination deadline, going-concern doubt +23 moved · 2 with no prior record of ours
- Trust account
- $54.2M$54.2M
- Combination deadline
- 2022-05-202022-11-20
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $80K · unchanged
- Redeemable shares
- 5.42M · unchanged
SpacBrain reads this as $4,132 was added to the trust between the two filings.
The clause “$ 117,504 $ 341,429 Prepaid expenses 45,250 28,750 Marketable securities held in trust account 54,177,150 54,174,163 TOTAL ASSETS $ 54,339,904 $ 54,544,342 LIABILITIES AND STOCKHOLDERS' DEFICIT Current”…
SpacBrain reads this as 184 days later than the previous record.
The clause “Concern,” management has determined that if the Company is unable to complete a Business Combination by November 20, 2022, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by November 20, 2022, then the Company will cease”…
The clause …“and payable on the completion of the Initial Public Offering. The total outstanding balance under the Promissory Note of $ 80,264 was repaid at the closing of the Initial Public Offering on May 20, 2021. 12 Table of Contents ”…
The clause “0,000,000 shares authorized; 1,633,891 shares issued and outstanding (excluding 5,417,193 shares subject to possible redemption), as of March 31, 2022 and December 31, 2021 163 163 Additional paid-in capital — — Accumulated”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.