SecProbe.io

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 Document July 29, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.:    Ms. Rebekah Reed Office of Trade & Services Re: Playboy, Inc. Registration Statement on Form S-3 (No. 333-288774) Ladies and Gentlemen: Pursuant to Rule 461(a) of the General Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-288774) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern Time on August 1, 2025, or as soon as practicable thereafter. We request that we be notified of such effectiveness by a telephone call or e-mail to the undersigned at (212) 451-2240 or cdubon@olshanlaw.com and that such effectiveness also be confirmed in writing. Very truly yours, /s/ Claudia B. Dubón Claudia B. Dubón cc:    Mr. Chris Riley

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Ben Kohn
Chief Executive Officer
Playboy, Inc.
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA 90024

 Re: Playboy, Inc.
 Registration Statement on Form S-3
 Filed July 18, 2025
 File No. 333-288774
Dear Ben Kohn:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Claudia Dubon
</TEXT>
</DOCUMENT>

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February 7, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn.: Ms. Kate Beukenkamp

 Office of Trade & Services

 Re: PLBY Group, Inc.

  Registration Statement on Form S-3 (No. 333-284632)

Ladies and Gentlemen:

Pursuant to Rule 461(a) of the General Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-284632) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern Time on February 11, 2025, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call or e-mail to the undersigned at (212) 451-2240 or cdubon@olshanlaw.com and that such effectiveness also be confirmed in writing.

Very truly yours,

/s/ Claudia B. Dubón

Claudia B. Dubón

cc: Mr. Chris Riley

February 7, 2025
Ben Kohn
Chief Executive Officer
PLBY Group, Inc.
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA 90024
Re:PLBY Group, Inc.
Registration Statement on Form S-3
Filed January 31, 2025
File No. 333-284632
Dear Ben Kohn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Claudia Dubon

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PLBY Group, Inc.

109690 Wilshire Blvd., Suite 2200

Los Angeles, CA 90024

September 9, 2022

VIA  EDGAR

Kate Beukenkamp

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  PLBY Group, Inc. (the “Company”)

  Registration Statement on Form S-3 (Registration No. 333-267273)

Dear Ms. Beukenkamp:

Pursuant to Rule 461(a) of the General Rules and
Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration
Statement on Form S-3 (File No. 333-267273) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern Time on September
13, 2022 or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call or e-mail to P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5122 or michelle.gasaway@skadden.com
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    PLBY Group, Inc.

    By:
    /s/ Chris Riley

    Name:
    Chris Riley

    Title:
    General Counsel

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

P. Michelle Gasaway

United States securities and exchange commission logo
September 7, 2022
Ben Kohn
Chief Executive Officer
PLBY Group, Inc.
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA 90024
Re:PLBY Group, Inc.
Registration Statement on Form S-3
Filed September 2, 2022
File No. 333-267273
Dear Mr. Kohn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       P. Michelle Gasaway

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PLBY Group, Inc.

109690 Wilshire Blvd., Suite 2200

Los Angeles, CA 90024

June 8, 2022

VIA EMAIL & EDGAR

Taylor Beech

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  PLBY Group, Inc. (the “Company”)

  Registration Statement on Form S-3 (Registration No. 333-264515)

Dear Ms. Beech:

Pursuant to Rule 461(a) of the General Rules and
Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration
Statement on Form S-3 (File No. 333-264515) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern Time on June
10, 2022 or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call or e-mail to P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5122 or michelle.gasaway@skadden.com
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    PLBY Group, Inc.

    By:
    /s/ Chris Riley

    Name:
    Chris Riley

    Title:
    General Counsel

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

P. Michelle Gasaway

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Skadden,
Arps, Slate, Meagher & Flom llp

300 South Grand Avenue

Los Angeles,
California 90071-3144

    DIRECT DIAL

(213) 687-5122

DIRECT FAX

(213) 621-5122

EMAIL ADDRESS

MICHELLE.GASAWAY@SKADDEN.COM

    TEL: (213) 687-5000

FAX: (213) 687-5600

www.skadden.com

    FIRM/AFFILIATE OFFICES

    -----------

    BOSTON

    CHICAGO

    HOUSTON

    NEW YORK

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    -----------

    BEIJING

    BRUSSELS

    FRANKFURT

    HONG KONG

    LONDON

    MOSCOW

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

June 2, 2022

    VIA EDGAR

    Taylor Beech

    Division of Corporation Finance

    Office of Trade & Services

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

 RE: PLBY Group, Inc.

    Registration Statement on Form S-3

    Filed April 27, 2022

    File No. 333-264515

Dear Ms. Beech:

On behalf of PLBY Group, Inc.
(the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) this letter setting forth the Company’s response to the verbal comment received
from the Staff on May 19, 2022 on the Company’s Registration Statement on Form S-3 filed on April 27, 2022.

In response to Staff comments,
on May 27, 2022, the Company filed an amendment to its Form 10-Q (the “10-Q”) for the period ended March 31,
2022, solely for the purpose of correcting an incorrect date in the certifications, which were originally filed as Exhibits 32.1 and 32.2
to the 10-Q on May 10, 2022. On June 1, 2022, the Staff informed the Company that they had completed their review of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 16, 2022 (the “10-K”), which
included a review of the 10-Q. Thus, the Company will not be filing an amendment to the 10-K or further amendments to the 10-Q.

Please contact me at (213) 687-5122 should you
require further information.

   Very truly yours,

    /s/ Michelle Gasaway

Via E-mail:

cc: PLBY Group, Inc.

  Jason Cabico

United States securities and exchange commission logo
June 1, 2022
Lance Barton
Chief Financial Officer
PLBY Group, Inc.
10960 Wilshire Blvd.
Suite 2200
Los Angeles, CA 90024
Re:PLBY Group, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 16, 2022
File No. 001-39312
Dear Mr. Barton:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jason Cabico, Vice President, Legal

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PLBY GROUP, INC.

10960 Wilshire Blvd., Suite 2200

Los Angeles, CA 90024

May 27, 2022

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:       PLBY Group, Inc.

Form 10-K for the Year Ended December 31, 2021

Filed March 16, 2022

Form 10-Q for the Quarterly Period Ended March 31, 2022

Filed May 10, 2022

File No. 001-39312

Dear Ladies and Gentlemen:

Please find below the responses of PLBY Group, Inc. (the “Company”) to comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) contained in the Staff’s comment letter dated May 18, 2022 with respect to the above-referenced Form 10-K and Form 10-Q.  For the Staff’s convenience in reviewing our responses, the Company has repeated each comment and presented its response thereto.

Form 10-K for the Fiscal Year Ended December 31, 2021

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operation

Comparison of Fiscal Years Ended December 31, 2021 and 2020, page 46

1.

 Where you attribute material fluctuations in your revenues, costs, and expenses to multiple factors, please quantify each factor cited so that investors may understand the magnitude and relative impact of each factor. Refer to Item 303(b) of Regulation S-K.

Response

The Company respectfully acknowledges the Staff’s comment and will endeavor, in its future filings, where material fluctuations in the Company’s revenue, costs and expenses are attributed to multiple factors, to quantify such factors as appropriate to enhance investors’ understanding of the magnitude and relative impact of each factor to the extent, among other things, such information is available to the Company.

Office of Trade & Services

May 27, 2022

Page 2

Presented below for illustrative purposes is the Company’s proposed disclosure (comparing the fiscal years ended December 31, 2021 and 2020) that includes additional information about the Company’s revenue disaggregation as well as quantification of expense details for multiple factors to which changes are attributed. The revisions are marked with underlines or strikethroughs to facilitate the Staff’s review. While the Company does not believe that the added disclosures are material to an investor’s assessment of the financial condition and results of operations of the Company, the Company will endeavor to provide similar levels of disclosure to the below proposed disclosure in its future filings, starting with its Form 10-Q to be filed in respect of the quarter ending June 30, 2022.

Net Revenues

Net revenues increased by $98.9 million, or 67%, primarily driven by higher direct-to-consumer revenue of $83.7 million, primarily from the $32.3 million attributable to the acquisition of TLA and $44.7 million attributable to the acquisition of Honey Birdette, $10.8 million related to sales of our tokenized digital art and collectibles and $2.9 million of higher royalties from licensing apparel collaborations in the United States. and the continued growth in direct-to-consumer revenue on Playboy.com.

Cost of Sales

Cost of sales increased by $39.8 million, or 53%, primarily due to increased direct-to-consumer revenue of $83.7 million and the amortization of $8.1 million of TLA and Honey Birdette inventory step-ups resulting from purchase accounting.

Selling and Administrative Expenses

Selling and administrative expenses increased by $141.4 million, or 241%, primarily driven by due to higher stock-based compensation expense of $56.5 million, increased direct-to-consumer costs primarily as a result of $22.5 million related to the acquisition of TLA and $17.3 million related to the acquisition of Honey Birdette, acquisition related costs of $11.5 million and $9.4 million of expenses associated with the completion of the Business Combination and related non-recurring costs being a newly public company.

Related Party Expenses

Related party expenses decreased by $0.8 million, or 75% due to termination of our management agreement with an affiliate of one of our stockholders for management and consulting services in the first quarter of 2021 upon consummation of the Business Combination.

Other Operating Expenses

Other operating expenses increased by $1.0 million, or 100% due to impairment of digital assets recognized in the fourth quarter of 2021.

Nonoperating (Expense) Income

Interest Expense

Interest expense decreased by $0.2 million, or 1%, primarily due to a lower interest rate obtained pursuant to the Refinancing.

Office of Trade & Services

May 27, 2022

Page 3

Loss on Extinguishment of Debt

Loss on extinguishment of debt increased by $1.2 million, due to the Refinancing.

Gain from Settlement of Convertible Note

Gain from settlement of convertible promissory note was $0.7 million and $1.5 million during the years ended December 31, 2021 and 2020, respectively, due to the settlement of the convertible promissory notes payable to United Talent Agency and GBG International Holding Company Limited at a 20% discount, respectively.

Other Income (Expense), Net

Other income, net increased by $2.0 million, primarily due to income recognized from litigation settlements.

Benefit (expense) from Income Taxes

Provision for income taxes changed from $7.1 million of tax expense during 2020 to $2.8 million of tax benefit during 2021. The change was primarily due to additional deferred tax benefits of $3.2 million generated from current year federal net operating losses as the Company had more losses in 2021 compared with 2020. Federal net operating loss following the Tax Cuts and Jobs Act of 2017 can be carried forward indefinitely and therefore can be used against the Company’s indefinite lived deferred tax liabilities.  Accordingly, the Company recognized deferred tax benefits from its 2021 federal net operating losses.  the offset of deferred tax liabilities on indefinite-lived intangibles by indefinite-lived net operating losses generated in 2021, and

The Company also recognized deferred tax benefits of $2.1 million due to a Section 163(j) of the Internal Revenue Code interest limitation, $0.2 million from digital assets, and $1.1 million of valuation allowance release in connection with the deferred tax liabilities assumed in the acquisitions of Honey Birdette and GlowUp. resulting in the release of valuation allowance.  There was also an increase of $2.3 million in the foreign deferred income tax benefits expense related to current year losses generated from Honey Birdette’s foreign operations, and a decrease of $0.6 million in foreign withholding tax expenses.

Item 8. Financial Statements and Supplementary Data, page 59

2.

 We note the Company ceased to be a smaller reporting company as of December 31,2021. Please amend your filing to include:

a.Management’s discussion and analysis of financial condition and results of operations covering the three most recent annual periods in accordance with Item 303 of Regulation S-K, or disclose the location where any omitted discussion may be found in a prior EDGAR filing;

b.Three years of Statements of Operations, Cash Flows, and Stockholders’ Equity, as required under Rules 3-02 and 3-04 of Regulation S-X; and,

c.Auditor’s report covering the three years presented.

Response

During 2021, the Company met the definition of a “smaller reporting company.”  The Company determined on June 30, 2021, the last business day of the second fiscal quarter of 2021, that the Company no longer qualified as a smaller reporting company.  As a result, the Company ceased to be a smaller reporting company as of December 31, 2021.

Office of Trade & Services

May 27, 2022

Page 4

Section 5120.1(c) of the Staff's Financial Reporting Manual (“FRM”) provides that “[a]n issuer that no longer qualifies as a smaller reporting company at the determination date may continue to use the scaled disclosures permitted for a smaller reporting company through its annual report on Form 10-K and begin providing non-scaled larger company disclosure in the first Form 10-Q of the next fiscal year.”  In addition, the Note to FRM Section 5120.1(c) states that, “[a]lthough the annual report may continue to include scaled smaller reporting company disclosure, the due date for the annual report will be based on the registrant’s filing status as of the last day of the fiscal year.”  Similarly, Smaller Reporting Company Regulatory Relief and Simplification, Release No. 33-8876 (Dec. 19, 2007) (the “SRC Adopting Release”) notes that “a smaller reporting company required to transition to the larger reporting system after its determination date calculation will not be required to satisfy the larger reporting company disclosure requirements until the first quarter after the determination date fiscal year.”[1]  The SRC Adopting Release also includes an illustrative example, which explains that “a smaller reporting company with a fiscal year end of December 31, 2008 that is required to transition out of the scaled disclosure system into the larger company disclosure system will be required to do so beginning with the Form 10-Q for the first fiscal quarter of 2009, which would be due in May 2009.”[2]

Accordingly, pursuant to FRM Section 5120.1(c) and the SRC Adopting Release, the Company was permitted to include in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 the scaled disclosure afforded to smaller reporting companies.

Form 10-Q for the Quarterly Period Ended March 31, 2022

Exhibits 32.1 and 32.2, page 1

3.

 We note your Section 906 certifications reference your "Form 10-Q for the period ended September 30, 2021." Please amend your Form 10-Q to provide updated certifications that reference the correct period.

Response

In response to the Staff’s comment, the Company has filed an amended Form 10-Q for the quarterly period ended March 31, 2022 to include updated Section 906 certifications that reference the correct period.

*     *     *     *     *

Thank you for your consideration.  If you have any questions or would like any additional information regarding the foregoing, please do not hesitate to contact the undersigned at lbarton@plbygroup.com.

Very truly yours,

/s/ Lance Barton

Lance Barton

Chief Financial Officer

1  Release No. 33-8876 at 45.

2  Id.

United States securities and exchange commission logo
May 18, 2022
Lance Barton
Chief Financial Officer
PLBY Group, Inc.
10960 Wilshire Blvd.
Suite 2200
Los Angeles, CA 90024
Re:PLBY Group, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 16, 2022
Form 10-Q for the Quarterly Period Ended March 31, 2022
Filed May 10, 2022
File No. 001-39312
Dear Mr. Barton:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of Fiscal Years Ended December 31, 2021 and 2020, page 46
1.Where you attribute material fluctuations in your revenues, costs, and expenses to
multiple factors, please quantify each factor cited so that investors may understand the
magnitude and relative impact of each factor.   Refer to Item 303(b) of Regulation S-K.

 FirstName LastNameLance  Barton
 Comapany NamePLBY Group, Inc.
 May 18, 2022 Page 2
 FirstName LastName
Lance  Barton
PLBY Group, Inc.
May 18, 2022
Page 2
Item 8. Financial Statements and Supplementary Data, page 59
2.We note the Company ceased to be a smaller reporting company as of December 31,
2021.   Please amend your filing to include:
•Management’s discussion and analysis of financial condition and results of
operations covering the three most recent annual periods in accordance with
Item 303 of Regulation S-K, or disclose the location where any omitted discussion
may be found in a prior EDGAR filing;
•Three years of Statements of Operations, Cash Flows, and Stockholders’ Equity, as
required under Rules 3-02 and 3-04 of Regulation S-X; and,
•Auditor’s report covering the three years presented.
Form 10-Q for the Quarterly Period Ended March 31, 2022
Exhibits 32.1 and 32.2, page 1
3.We note your Section 906 certifications reference your "Form 10-Q for the period ended
September 30, 2021."  Please amend your Form 10-Q to provide updated certifications
that reference the correct period.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Shapiro at 202-551-3273 or Abe Friedman at 202-551-
8298 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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PLBY Group, Inc.

10960 Wilshire Blvd., Suite 2200

Los Angeles, CA 90024

September 7, 2021

VIA EMAIL & EDGAR

Cara Wirth

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    PLBY Group, Inc. (the “Company”)

    Registration
    Statement on Form S-1 (Registration No. 333-259213)

Dear Ms. Wirth:

Pursuant to Rule 461(a) of the General
Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-259213) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern
Time on September 9, 2021 or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call or e-mail to P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5122 or michelle.gasaway@skadden.com
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    PLBY Group, Inc.

    By:
    /s/ Chris Riley

    Name:
    Chris Riley

    Title:
    General Counsel

    cc:
    Skadden, Arps, Slate, Meagher & Flom LLP

    P. Michelle Gasaway

United States securities and exchange commission logo
September 3, 2021
Ben Kohn
Chief Executive Officer
PLBY Group, Inc.
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA 90024
Re:PLBY Group, Inc.
Registration Statement on Form S-1
Filed August 31, 2021
File No. 333-259213
Dear Mr. Kohn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       P. Michelle Gasaway, Esq.

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June 7, 2021

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attn:
    Cara Wirth

    Division of Corporation Finance

    Office of Trade & Services

    Re:
    PLBY Group, Inc.

    Registration Statement on Form S-1 (Registration No. 333-256855)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), Canaccord Genuity LLC and Stifel, Nicolaus & Company, Incorporated, as
representatives of the several underwriters, hereby joins PLBY Group, Inc. in requesting that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-256855) (the
 “Registration Statement”) to become effective on June 9, 2021 at 4:30 p.m., Eastern Time, or as soon as practicable
thereafter.

Pursuant to Rule 460 under
the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters,
dealers, institutions and others prior to the requested effective time of the Registration Statement.

We have been informed by the
participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended,
to the extent applicable.

    Very truly yours,

    CANACCORD GENUITY LLC

    By:
    /s/ Jennifer Pardi

    Name:
    Jennifer Pardi

    Title:
    Managing Director

    Stifel, Nicolaus & Company, Incorporated

    By:
    /s/ Craig DeDomenico

    Name:
    Craig DeDomenico

    Title:
    Managing Director

    cc:
    Ben Kohn, Chief Executive Officer, PLBY Group, Inc.

    W. Stuart Ogg, Esq., Jones Day

    Ben A. Stacke, Esq., Faegre Drinker Biddle & Reath LLP

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June 7, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

 Re: Acceleration Request for PLBY Group, Inc.

Registration Statement on Form S-1

(File No. 333-256855)

Ladies and Gentlemen:

PLBY Group, Inc. (the “Company”)
respectfully requests under Rule 461(a) promulgated under the Securities Act of 1933, as amended, that the effective date of the above-referenced
Registration Statement on Form S-1 (File No. 333-256855) (the “Registration Statement”) be accelerated to 4:30 p.m. Eastern
Time on June 9, 2021, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, the Company respectfully
requests that you confirm that event with W. Stuart Ogg of Jones Day at (650) 687-4125. Please contact W. Stuart Ogg of Jones Day, at
(650) 687-4125, if you have any questions concerning the foregoing.

[Signature page follows]

    Very truly yours,

    PLBY GROUP, INC

    By:
    /s/ Lance Barton

    Name:
     Lance Barton

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
June 1, 2021
Ben Kohn
Chief Executive Officer
PLBY Group, Inc.
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA 90024
Re:PLBY Group, Inc.
Draft Registration Statement on Form S-1
Submitted May 28, 2021
CIK No. 0001803914
Dear Mr. Kohn:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       W. Stuart Ogg

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PLBY Group, Inc.

10960 Wilshire Blvd., Suite 2200

Los Angles, California 90024

May 7, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cara Wirth

  RE:
  PLBY Group, Inc.

Registration Statement on Form S-1 (File No.
333-255585)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, PLBY Group, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement,
as amended, so that it will become effective at 4:30 p.m. EDT on May 10, 2021, or as soon thereafter as is practicable.

  Very truly yours,

  By:
  /s/ Chris Riley

  Chris Riley

  General Counsel

  cc:
  Stuart Ogg, Jones Day

United States securities and exchange commission logo
May 4, 2021
Ben Kohn
Chief Executive Officer
PLBY Group, Inc.
10960 Wilshire Blvd., Suite 2200
Los Angeles, CA 90024
Re:PLBY Group, Inc.
Registration Statement on Form S-1
Filed April 28, 2021
File No. 333-255585
Dear Mr. Kohn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       W. Stuart Ogg

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Mountain Crest Acquisition Corp

311 West 43rd Street, 12th Floor

New York, New York 10036

February 8, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Morris

    Re:
    Mountain Crest Acquisition Corp

    Registration Statement on Form S-1, as amended

    Filed November 10, 2020

    File No. 333-250017

Dear Mr. Morris:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Mountain Crest Acquisition Corp hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. EST on February 10, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/  Suying Liu

    Suying Liu

    Chief Executive Officer

    cc:
    Loeb & Loeb LLP

United States securities and exchange commission logo
February 8, 2021
Suying Liu
Chief Executive Officer
Mountain Crest Acquisition Corp.
311 West 43rd Street, 12th Floor
New York, New York 10036
Re:Mountain Crest Acquisition Corp.
Proxy Statement on Schedule 14A
Filed November 9, 2020
File No. 001-39312
Dear Mr. Liu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tahra Wright

CORRESP
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        345 Park Avenue

        New York, NY 10154-1895

    Direct

                                                                                      Main

    212.407.4000

                                                                                212.407.4000

    Fax
    212.407.4990

    January 11, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Morris and Dietrich King

 Re: Mountain Crest Acquisition Corp

Revised Proxy Statement on Schedule 14A

Filed December 18, 2020

File No. 001-39312

Dear Messrs. Morris and King:

On behalf of our client, Mountain Crest
Acquisition Corp, a Delaware corporation (the “Company”), we respond to the comments of the staff of the Division of
Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Revised Proxy Statement on
Schedule 14A filed on December 18, 2020 (the “Proxy Statement”) contained in the Staff’s letter dated January 5,
2021 (the “Comment Letter”).

The Company has filed via EDGAR its amendment
to the Proxy Statement (the “Amended Proxy Statement”), which reflects the Company’s responses to the comments
received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed
below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers
in the Amended Proxy Statement.

Revised Proxy Statement on Schedule 14A

Background of the Business Combination, page 83

 1. We note your response to comment 3 and your revised disclosure. Please expand your disclosure to provide additional detail
about the negotiations which occurred between July 7, 2020 and July 16, 2020. In this regard, we note that between these
dates it appears that the structure of the deal and the proposed value of the transaction were determined. Please describe the
internal and external discussions which led to your proposal and the extent to which these discussions allowed you to make an initial
offer to Playboy that required minimal additional negotiation on major deal points. In addition, please describe all material legal,
financial, or regulatory issues that were identified during this due diligence period (and throughout the negotiation process)
and how they were addressed.

Suying Liu

Mountain Crest Acquisition Corp

January 11, 2021

Page 2

Response:
The Company acknowledges the Staff’s comment and has provided additional disclosure on pages 85-87 of the Amended Proxy
Statement.

 2. We note your response to comment 4 and your revised disclosure. Please confirm, it true, that material elements of the transaction,
such as deal structure and consideration, did not require significant negotiations. However, if there were important areas of disagreement
between the parties, please revise your discussion to highlight these disagreements and how they were resolved. We note, for example,
the virtual meeting on July 16, 2020, the additional discussions which occurred in the few days following July 18, 2020,
and the further refinement of the terms of the LOI which occurred between July 27, 2020 and July 29, 2020. Your revised
disclosure should more specifically explain the nature of these negotiations and the changes to the terms that were made as a result.

Response:
The Company acknowledges the Staff’s comment and has provided additional disclosure on pages 85-87 of the Amended Proxy
Statement.

 3. We note your response to comment 5 and your revised disclosure. Please further revise the disclosure to explain why the PIPE
financing was proposed, by whom, and the process by which you agreed on the material terms of the financing. In this regard, we
note it is not clear how the status of the PIPE financing process led you to reduce the size of the PIPE transaction from $100M
to $50M.

Response:
The Company acknowledges the Staff’s comment and has provided additional disclosure on pages 85 and 87 of the Amended
Proxy Statement.

Information About Playboy, page 134

 4. We note your response to comment 8 and your revised disclosure. Please revise the final paragraph on page 137 to disclose
the amount of indebtedness following the reorganization.

Response:
The Company acknowledges the Staff’s comment and has updated the disclosure on page 138 of the Amended Proxy Statement
to include the amount of indebtedness following the reorganization.

Suying Liu

Mountain Crest Acquisition Corp

January 11, 2021

Page 3

Playboy Enterprises, Inc. Consolidated Financial Statements

Consolidated Statements of Operations and Comprehensive (Loss) Income, page F-3

 5. We note your revisions to the consolidated statements of operations in response to comment 15. Please further revise to present
your loss on disposals of assets in a separate line item. Refer to Rule 5-03.6 of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment and has revised its consolidated statements of operations on page F-3 to
present loss on disposals of assets in a separate line item.

Notes to Consolidated Financial Statements, page F-7

 6. We note your response to comments 11 and 16 stating that the repositioning and severance charges were related to the transformation
of Playboy’s primary business from a print and digital media entity to a commerce business. Please explain whether the costs
to eliminate employees represent termination benefits provided to employees that were involuntarily terminated under the terms
of a benefit arrangement. Please also explain whether the transformational changes undertaken in the past years have affected the
nature and focus of Playboy’s operations. Refer to ASC 420-10-15. Alternatively, provide the relevant disclosures discussed
in ASC 420-10-50-1 and SAB Topic 5.P.4.

Response:
The Company acknowledges the Staff’s comment and has provided additional disclosures on F-29 and F-60 of the Amended
Proxy Statement. The Company respectfully advises the Staff that Playboy has not exited the print and digital media business, but has reorganized and reduced
that business as it explored growing the commerce business over the past few years. Playboy rebalanced its employee base in response to
these changes. The commerce business experienced significant growth with Playboy's acquisition of Yandy in December 2019.

Note 1. Basis of Presentation and Summary of Significant
Accounting Policies

Impairment of Long-Lived Assets, page F-9

 7. You disclose here that you recorded no impairment charges on your definite-lived assets during the periods presented. However,
on page 155, you disclose the write-off in 2018 of leasehold improvements of $3.7 million related to relocating your corporate
offices. Please revise your financial statement disclosures accordingly. Refer to ASC 360-10-50.

Response:
The Company acknowledges the Staff’s comment and has revised its significant accounting policy for impairment of long-lived
assets to remove the statement noting that Playboy recorded no impairment charges for definite-lived assets. No additional disclosures
were deemed necessary to comply with the requirements of ASC 360-10-50 as the carrying value of the leasehold improvements for
the office space was fully written off and the Company does not allocate its fixed assets to reportable segments.

Suying Liu

Mountain Crest Acquisition Corp

January 11, 2021

Page 4

Please do not hesitate to contact Tahra
Wright at (212) 407-4122 or Mitchell Nussbaum at (212) 407-4159 of Loeb & Loeb LLP with any questions or comments regarding
this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

cc:      Tahra
Wright

United States securities and exchange commission logo
January 5, 2021
Suying Liu
Chief Executive Officer
Mountain Crest Acquisition Corp.
311 West 43rd Street, 12th Floor
New York, New York 10036
Re:Mountain Crest Acquisition Corp.
Revised Proxy Statement on Schedule 14A
Filed December 18, 2020
File No. 001-39312
Dear Mr. Liu:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Revised Proxy Statement on Schedule 14A
Background of the Business Combination, page 83
1.We note your response to comment 3 and your revised disclosure.  Please expand your
disclosure to provide additional detail about the negotiations which occurred between July
7, 2020 and July 16, 2020.  In this regard, we note that between these dates it appears that
the structure of the deal and the proposed value of the transaction were determined. Please
describe the internal and external discussions which led to your proposal and the extent to
which these discussions allowed you to make an initial offer to Playboy that required
minimal additional negotiation on major deal points.  In addition, please describe all
material legal, financial, or regulatory issues that were identified during this due diligence
period (and throughout the negotiation process) and how they were addressed.
2.We note your response to comment 4 and your revised disclosure.  Please confirm, it true,
that material elements of the transaction, such as deal structure and consideration, did not
require significant negotiations.  However, if there were important areas of disagreement

 FirstName LastNameSuying Liu
 Comapany NameMountain Crest Acquisition Corp.
 January 5, 2021 Page 2
 FirstName LastName
Suying Liu
Mountain Crest Acquisition Corp.
January 5, 2021
Page 2
between the parties, please revise your discussion to highlight these disagreements and
how they were resolved. We note, for example, the virtual meeting on July 16, 2020, the
additional discussions which occurred in the few days following July 18, 2020, and the
further refinement of the terms of the LOI which occurred between July 27, 2020 and July
29, 2020.  Your revised disclosure should more specifically explain the nature of these
negotiations and the changes to the terms that were made as a result.
3.We note your response to comment 5 and your revised disclosure. Please further revise the
disclosure to explain why the PIPE financing was proposed, by whom, and the process by
which you agreed on the material terms of the financing. In this regard, we note it is not
clear how the status of the PIPE financing process led you to reduce the size of the PIPE
transaction from $100M to $50M.
Information About Playboy, page 134
4.We note your response to comment 8 and your revised disclosure.  Please revise the final
paragraph on page 137 to disclose the amount of indebtedness following the
reorganization.
Playboy Enterprises, Inc. Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive (Loss) Income, page F-3
5.We note your revisions to the consolidated statements of operations in response to
comment 15.  Please further revise to present your loss on disposals of assets in a separate
line item.  Refer to Rule 5-03.6 of Regulation S-X.
Notes to Consolidated Financial Statements, page F-7
6.We note your response to comments 11 and 16 stating that the repositioning and
severance charges were related to the transformation of Playboy's primary business from a
print and digital media entity to a commerce business.  Please explain whether the costs to
eliminate employees represent termination benefits provided to employees that were
involuntarily terminated under the terms of a benefit arrangement.  Please also explain
whether the transformational changes undertaken in the past years have affected the nature
and focus of Playboy's operations.  Refer to ASC 420-10-15.  Alternatively, provide the
relevant disclosures discussed in ASC 420-10-50-1 and SAB Topic 5.P.4.
Note 1. Basis of Presentation and Summary of Significant Accounting Policies
Impairment of Long-Lived Assets, page F-9
7.You disclose here that you recorded no impairment charges on your definite-lived assets
during the periods presented.  However, on page 155, you disclose the write-off in 2018 of
leasehold improvements of $3.7 million related to relocating your corporate offices.
Please revise your financial statement disclosures accordingly.  Refer to ASC 360-10-50.

 FirstName LastNameSuying Liu
 Comapany NameMountain Crest Acquisition Corp.
 January 5, 2021 Page 3
 FirstName LastName
Suying Liu
Mountain Crest Acquisition Corp.
January 5, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Dietrich King at (202) 551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tahra Wright

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        345 Park Avenue

        New York, NY 10154-1895

    Direct        212.407.4000

Main          212.407.4000

    Fax             212.407.4990

December 22, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Morris and Dietrich King

Re:   Mountain Crest
Acquisition Corp.

Registration Statement on Form S-1

 Filed November 10, 2020

File No. 333-250017

Dear Messrs. Morris and King:

On behalf of our client, Mountain Crest
Acquisition Corp, a Delaware corporation (the “Company”), we respond to the comments of the staff of the Division of
Corporation of the Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form S-1
filed on November 10, 2020 (the “Registration Statement”) contained in the Staff’s letter dated December 4, 2020
(the “Comment Letter”).

The Company has filed via EDGAR its amendment
no. 1 to the Registration Statement (the “Amended Registration Statement”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment
Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer
to the page numbers in the Amended Registration Statement.

United States Securities and Exchange Commission

December 22, 2020

Page 2

Registration Statement on Form S-1

Exclusive Forum, page 104

 1. We note that your
                                         forum selection provision provides that the federal district courts of the United States
                                         of America shall be the sole and exclusive forum for the resolution of any complaint
                                         asserting a cause of action arising under the Securities Act. Please revise to state
                                         that investors cannot waive compliance with the federal  securities laws and the rules
                                         and regulations thereunder. In that regard, we note that Section 22 of the Securities
                                         Act creates concurrent jurisdiction for federal and state courts over all suits brought
                                         to enforce any duty or liability created by the Securities Act or the rules and regulations
                                         thereunder. Please also revise to disclose any risks or other impacts on investors, including
                                         that shareholders may be unable to bring suit in the forum they deem most favorable.

Response: The Company acknowledges the Staff’s
comment and has revised its disclosure on page 106 of the Amended Registration Statement.

General

 2. We note that the PIPE Shares to be registered will be issued in a private placement that will close immediately prior to
the closing of your proposed business combination with Playboy Enterprises. Generally, privately-placed securities may not be registered
for resale before they are outstanding. Please refer to Securities Act Sections Compliance and Disclosure Interpretation 139.11.
As such, please provide us with a detailed analysis to support the conclusion that the private placement of all shares covered
by this registration statement was complete at the time of filing. By way of example only, we note that the merger agreement appears
to contemplate certain circumstances under which either MCAC or Playboy may terminate the business combination and therefore void
the obligation of affiliates Sunlight Global and RT-PE Investment LLC, respectively, to purchase PIPE Shares. See footnote (5)
and (9) of the Security Ownership of Certain Beneficial Owners and Management at page 106 and footnotes (58) and (66) of the Selling
Stockholders table at page 110. In addition, with your response please provide us with a copy of Schedule 8.2(g) (Key Stockholders)
to the merger agreement.

Response: In CD&I 134.01 and 139.11 the
Staff formulated a set of requirements that allow parties to deem that a private placement that does not close until after the
filing of the resale registration statement has been completed for purposes of Rule 152.The Staff’s guidance under CD&I
134.01 and 139.11 states that the registration for resale of securities prior to the issuance is permitted if the company has completed
a sale of the securities under Section 4(2) of the Securities Act to the investors and the investors are at market risk at the
time of filing of the resale registration statement.

The determination of whether a sale has been
completed under Section 4(2) prior to the filing of the resale registration statement does not hinge on the closing and
issuance of the securities, but rather on the timing of the investment decision in the private offering, including whether
commitments are in place from all investors (i.e., the investors are irrevocably bound to purchase the securities), subject
only to the filing or effectiveness of the registration statement or conditions outside the control of the investors so that
there is no further investment decision after the filing of the resale registration statement, and the investors have market
risk at the time the resale registration statement is filed.

United States Securities and Exchange Commission

December 22, 2020

Page 3

The Company believes that the PIPE financing complies
with the factors described above and that the private placement was completed prior to the filing of the resale registration statement
on November 10, 2020, and therefore, the Company is permitted to file the resale registration statement prior to issuance of the
PIPE Shares.

1) The investors must be irrevocably bound to
purchase a set number of securities at the time of the filing of the registration statement. There can be no conditions to closing
within an investor’s control or that an investor can cause not to be satisfied.

The subscription agreement for each PIPE Investor
fixed the number of shares to be purchased, which amount is not subject to future adjustment. There are no conditions to closing
that were in the PIPE Investors’ control or that the PIPE Investors could cause to be satisfied that had not been complied
with prior to the filing of the resale registration statement on November 10, 2020.

2) The selling stockholders must be at market
risk at the time that the resale registration statement is filed.

The selling stockholders full subscription amount
has been at market risk since September 30, 2020, when they entered into the subscription agreement and registration rights agreement
with respect to the PIPE, and continued to be a market risk at the time of the filing of the resale registration statement on November
10, 2020. The subscription agreement fixed the purchase price at $10.00 per share. The purchase price is neither contingent upon
the market price, nor subject to adjustment at the time of effectiveness of the resale registration statement or at any time after
effectiveness of the resale registration statement.

The Staff notes that two of the PIPE Investors, Sunlight
Global and RT PE Investment, are affiliated with MCAC and Playboy, respectively. While it is true that each of these PIPE Investors
are affiliated with the respective companies, we respectively disagree that either of such entities as such control the conditions
to closing the PIPE and the Merger, or have the ability to cause certain conditions to closing of the transactions not to be satisfied.

The Staff notes, by way of example, the right of
MCAC and/or PEI to terminate the Merger Agreement would void Sunlight Global and RT PE Investment obligation to purchase the
PIPE Shares. With respect to the termination provisions under Section 9.1 of the Merger Agreement, any decision to terminate
a transaction of this type lies solely with the board of directors of each party, and is not within the separate control of
Sunlight Global and RT PE Investment.. If either MCAC or Playboy terminate the Merger Agreement, that would void the
obligation of all of the PIPE Investors, not just Sunlight Global or RT PE Investment LLC, to purchase PIPE Shares. Any right
to terminate the Merger Agreement rests solely within the control of the board of directors of MCAC and Playboy acting in
accordance with their fiduciary duties as directors, and not Sunlight Global and/or RE PE Investment LLC. Accordingly, we
believe that each of Sunlight Global and RT PE Investment LLC are irrevocably bound to purchase the PIPE Shares in the same
manner as the other PIPE Investors as there are no conditions to closing that were within their separate control or that they
could have caused not to be satisfied at the time the resale registration statement was filed.

United States Securities and Exchange Commission

December 22, 2020

Page 4

As requested a copy of Schedule 8.2(g) to the merger
agreement is attached hereto.

Please do not hesitate to contact Tahra
Wright at (212) 407-4122 or Mitchell Nussbaum at (212) 407-4159 of Loeb & Loeb LLP with any questions or comments regarding
this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

cc:            Suying Liu

Schedule 8.2(g)

Key Stockholders

1.    RT-Icon Holdings LLC

2.    Drawbridge Special Opportunities Fund LP

    11

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    345
Park Avenue

        New York, NY 10154-1895

    Direct  212.407.4000

    Main    212.407.4000

    Fax       212.407.4990

December 18, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Morris and Dietrich King

 Re: Mountain Crest Acquisition Corp

Proxy Statement on Schedule 14A

Filed November 9, 2020

File No. 001-39312

Dear Messrs. Morris and King:

On behalf of our client, Mountain Crest
Acquisition Corp, a Delaware corporation (the “Company”), we respond to the comments of the staff of the Division of
Corporation of the Commission (the “Staff”) with respect to the above-referenced Proxy Statement on Schedule 14A filed
on November 9, 2020 (the “Proxy Statement”) contained in the Staff’s letter dated December 4, 2020 (the “Comment
Letter”).

The Company has filed via EDGAR its amendment
to the Proxy Statement (the “Amended Proxy Statement”), which reflects the Company’s responses to the comments
received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed
below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers
in the Amended Proxy Statement.

Proposal No. 1 — The Business Combination Proposal

The Merger Agreement, page 74

 United States Securities and Exchange Commission
 December 18, 2020

Page 2

 1. We note your cautionary statement concerning the representations and warranties in the Merger Agreement. Please note that
disclosure regarding an agreement’s representations or covenants in a proxy statement constitutes disclosure to investors,
and you are required to consider whether additional disclosure is necessary in order to put the information contained in, or otherwise
incorporated into that publication, into context so that such information is not misleading. Please refer to Report of Investigation
Pursuant to Section 21(a) of the Securities Exchange Act of 1934 and Commission Statement on potential Exchange Act Section 10(b)
and Section 14(a) liability, Exchange Act Release No. 51283 (Mar. 1, 2005). Accordingly, if you continue to use this cautionary
statement in your proxy statement, please revise it to remove any implication that the Merger Agreement does not constitute disclosure
under the federal securities laws and to clarify that you will provide additional disclosure in your public reports to the extent
that you are or become aware of the existence of any material facts that are required to be disclosed under federal securities
law and that might otherwise contradict the representations and warranties contained in the Merger Agreement and will update such
disclosure as required by federal securities laws.

Response: The Company acknowledges the Staff’s
comment and has revised its disclosure on page 74 of the Amended Proxy Statement.

Background of the Business Combination, page 83

 2. In the sixth paragraph from the bottom of page 84, you state that you entered non- disclosure agreements and conducted due
diligence on two targets but did not proceed due to discrepancies in valuation expectations and commercial terms. Please revise
to describe these discrepancies in greater detail. In particular, with respect to the first company please describe why you initially
deemed the proposed deal to be attractive and describe the criteria you subsequently applied to determine that the company was
too small and would therefore hinder public-market receptiveness; and with respect to the second company, expand your discussion
to explain why you questioned the company’s projected revenues and EBITDA figures. In addition, please address what parties
or advisors were involved in these early negotiations, including those involved in preparing valuations.

Response: The Company acknowledges the Staff’s
comment and has revised its disclosure on page 84 of the Amended Proxy Statement.

 3. Please expand the disclosure in this section to include a more detailed description of the negotiations surrounding the
material terms of the merger agreement with Playboy and the other agreements related to the business combination. For example,
please specify which of the parties recommended the initial consideration and explain how the amount was determined. In addition,
provide a summary of the financial, business, and legal due diligence questions that arose during your diligence meetings. Please
see Item 14(b)(7) of Schedule 14A.

Response: The Company acknowledges the Staff’s comment and has revised
its disclosure on pages 84-85 of the Amended Proxy Statement.

 United States Securities and Exchange Commission
 December 18, 2020

Page 3

 4. Refer to the third full paragraph on page 85 where you disclose that you “agreed to most of what was previously discussed.”
Please revise to clarify which terms were agreed to by the parties, and which remained subject to further negotiations. To the
extent that items remained open, explain how the parties positions’ differed and how any disputes were settled. Make similar
revisions throughout this section to describe the substance of meeting and calls, including the terms that were discussions and
how issues were resolved. In this regard, it is insufficient to merely state that drafts were exchanged reflecting the parties’
negotiations, or that terms were refined, or to list (without further discussion) key items or topics that were raised. Your revised
disclosure should ensure that investors are able to understand how the terms of the deal evolved during negotiations and why. To
the extent that certain terms were deemed not subject to negotiation, please disclose this fact.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on pages 85-86 of the Amended Proxy Statement.

 5. Please revise your disclosure in this section to include a description of the negotiations related to the PIPE financing,
including how you arrived at the structure and timing of the private placement. In this regard, it is unclear why the PIPE financing
was proposed, by whom, and the process by which you agreed on the material terms of the financing. Please revise accordingly.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on page 85  of the Amended Proxy Statement.

 6. We note your reference in the second-to-last bullet on page 86 to extensive meetings with Playboy’s management regarding
operations and projections. Please revise your disclosure to include additional details about the role of the financial advisors
in negotiating this transaction, including a description of any reports, financial reports or projections, or other materials that
may have received or prepared in connection with the board’s evaluation of proposed deal.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on page 87  of the Amended Proxy Statement.

MCAC’s Board’s Reasons for the Approval of the
Business Combination, page 86

 7. Refer to your discussion in the bullet entitled “Attractive Valuation.” Please disclose all of the comparables
that you relied upon for your conclusion that the current valuation is favorable. In this regard, we note that you identify several
companies but “several others” are unnamed. Additionally, revise to disclose the data underlying the multiples described
and show how that information resulted in the values disclosed. Given the various product categories covered by Playboy, please
also expand to discuss how you weighted the consideration given to each category of multiples (e.g., Style & Apparel, Gaming
 & Lifestyle, etc.).

 United States Securities and Exchange Commission
 December 18, 2020

Page 4

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on pages 88-89 of the Amended Proxy Statement.

Information about Playboy, page 133

 8. Please provide a summary description of the going private transaction which occurred in 2011 and the subsequent reorganization
of Playboy. Succintly explain how these transactions affected RT-Icon Holdings’ interests in the company and affected the
company’s current level of indebtedness, if applicable. In addition, please revise to discuss the steps undertaken by Playboy
to transform and streamline its business model, as noted in the fifth bullet on page 87, and the associated costs and benefits
of these changes.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on pages 137-138 of the Amended Proxy Statement.

Our Strategy, page 135

 9. In the last paragraph on page 135, please clarify, if true, that you do not own the “nearly 2,500 brick and mortar
stores and 1,000 ecommerce stores” in China selling your branded goods.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on page 136 of the Amended Proxy Statement.

Intellectual Property, page 138

 10. Please disclose the duration and effect of all intellectual property rights that are material to your business. In this
regard, we note your disclosure on page 134 about the significance of your licensing arrangement to your revenue.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on pages 139-140 of the Amended Proxy Statement.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations of Playboy

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA, page 154

 11. You appear to have incurred reduction in force expenses and management fees and expenses in all periods presented. Please
tell us in detail how you determined each of these types of expenses are not normal, recurring, cash operating expenses. Also,
revise your disclosures to discuss in greater detail the nature and purpose of each of these non- GAAP adjustments. Refer to Question
100.01 of the Division’s Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

 United States Securities and Exchange Commission
 December 18, 2020

Page 5

Response: The Company respectfully
advises the Staff that Playboy presents Adjusted EBITDA, which is a non-GAAP financial performance measure, that excludes
from Playboy’s reported GAAP results, management fees paid to its majority shareholder, as well as repositioning and severance
charges. The repositioning and severance charges are not related to a specific restructuring program but result from a series of
individual transformational changes that have been undertaken over the past four years in response to the transformation of Playboy’s
primary business from a print and digital media entity, generating advertising and sponsorship revenues, to primarily a commerce
business marketing consumer products. As part of that transformation, revenue generation has shifted away from being driven largely
through third parties and toward direct-to-consumer sales.

These transformational changes include severance charges
for positions eliminated in connection with Playboy’s efforts to transform and right-size its employee base. These
costs and related charges over the past three years specifically resulted from the elimination of its advertising sales force,
the rightsizing of its television and entertainment business, the transformation of its main web site, playboy.com, from
a media-centric and content driven site to an e-commerce-centric consumer products site, the closure of Playboy magazine
after the Spring 2020 issue, and the reduction and reorganization of portions of the business that directly or indirectly supported
the above businesses.

The disclosure of these repositioning and related
eliminated employee expenses in adjusted EBITDA help provide the Company’s investors and the finance community additional
information to understand how these transformational strategies are being executed as a supplement to Playboy’s GAAP results
and how Playboy’s core business is performing without consideration to costs specifically related to the transformational
changes undertaken. As the Company continues to execute on its business transformation strategy, it is likely to incur similar
additional expenses related to reorganization initiatives, albeit on a reduced basis, and will continue to present them as an adjustment
in adjusted EBITDA. In response to the Staff’s comment, the Company has revised its disclosure to provide further explanation
regarding the nature of these charges and the reasons for their exclusion from reported GAAP results in adjusted EBITDA. Please
see pages 155-157 of the Amended Proxy Statement.

Playboy’s management fees
are charges incurred for payments made to its private equity, majority shareholder. These fees are not related to activities required
to operate the business and accordingly, are excluded from Playboy’s reported GAAP results in arriving at adjusted EBITDA.
These fees will be discontinued and non-recurring once Playboy becomes a public entity as a result of its merger with MCAC.

Security Ownership of Certain Beneficial Owners, page 173

 United States Securities and Exchange Commission
 December 18, 2020

Page 6

 12. Please revise to disclose the natural person or persons having voting and dispositive power over the securities beneficially
owned by each entity.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on page 177 of the Amended Proxy Statement.

Exclusive Forum, page 187

 13. We note that your forum selection provision provides that the federal district courts of the United States of America shall
be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
Please revise to state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over
all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please
also revise to disclose any risks or other impacts on investors, including that shareholders may be unable to bring suit in the
forum they deem most favorable.

Response: The Company acknowledges
the Staff’s comment and has revised its disclosure on page 189 of the Amended Proxy Statement.

Playboy Enterprises, Inc. Consolidated Financial Statements

Consolidated Statements of Operations and Comprehensive (Loss)
Income, page F-3

 14. For each period included in this filing, please present revenues from products, services and other in a separate line items.
Similarly revise your cost of sales presentation. Refer to Rules 5-03.1 and .2 of Regulation S-X.

Response: The Company respectfully
advises the Staff that in evaluating the presentation of Playboy’s consolidated statement of operations and applying the
guidance in Rule 5-03(b)(1) and (2) of Regulation S-X, Playboy believes that all of its offerings are of a product
nature. Playboy’s product offerings consist of (i) the licensing of its trademarks to third parties engaged in the sale of
consumer products, online gaming or location-based entertainment; (ii) online sales of consumer products in the form of apparel
and accessories; (iii) magazine and digital subscriptions to Playboy’s online content platforms, PlayboyPlus and Playboy.TV;
and (iv) the licensing of programming content to cable and satellite television operators. Playboy does not offer any implementation
or support services for these product offerings. As a result, Playboy has historically presented revenue generated from these product
offerings under one caption, “Net revenues.” There has been limited guidance provided on how to apply Rule 5-03
as it relates to intangible product sales such as licenses

United States securities and exchange commission logo
December 4, 2020
Suying Liu
Chief Executive Officer
Mountain Crest Acquisition Corp.
311 West 43rd Street, 12th Floor
New York, NY 10036
Re:Mountain Crest Acquisition Corp.
Registration Statement on Form S-1
Filed November 10, 2020
File No. 333-250017
Dear Mr. Liu:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Exclusive Forum, page 104
1.We note that your forum selection provision provides that the federal district courts of the
United States of America shall be the sole and exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act. Please revise to
state that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. In that regard, we note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
Please also revise to disclose any risks or other impacts on investors, including that
shareholders may be unable to bring suit in the forum they deem most favorable.

 FirstName LastNameSuying Liu
 Comapany NameMountain Crest Acquisition Corp.
 December 4, 2020 Page 2
 FirstName LastName
Suying Liu
Mountain Crest Acquisition Corp.
December 4, 2020
Page 2
General
2.We note that the PIPE Shares to be registered will be issued in a private placement that
will close immediately prior to the closing of your proposed business combination with
Playboy Enterprises.  Generally, privately-placed securities may not be registered for
resale before they are outstanding.  Please refer to Securities Act Sections Compliance and
Disclosure Interpretation 139.11. As such, please provide us with a detailed analysis to
support the conclusion that the private placement of all shares covered by this registration
statement was complete at the time of filing.  By way of example only, we note that the
merger agreement appears to contemplate certain circumstances under which either
MCAC or Playboy may terminate the business combination and therefore void the
obligation of affiliates Sunlight Global and RT-PE Investment LLC, respectively, to
purchase PIPE Shares. See footnote (5) and (9) of the Security Ownership of Certain
Beneficial Owners and Management at page 106 and footnotes (58) and (66) of the
Selling Stockholders table at page 110.  In addition, with your response please provide us
with a copy of Schedule 8.2(g) (Key Stockholders) to the merger agreement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Morris at (202) 551-3314 or Dietrich King at (202) 551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tahra Wright

CORRESP
1
filename1.htm

June 3, 2020

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

 Re: Mountain Crest Acquisition Corp.

Registration Statement on Form S-1

File No. 333-238320

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Chardan Capital Markets LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 4:30 p.m., Washington D.C. time, on Thursday, June 4, 2020, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus: May 29, 2020.

    (ii)
    Dates of distribution: June 1, 2020 through the date hereof.

    (iii)
    Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 7

    (iv)
    Number of prospectuses so distributed: 366

The undersigned confirms that it has complied with and will
continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

    CHARDAN
    CAPITAL MARKETS LLC

    By:
    /s/ George
Kaufman

    Name: George Kaufman

    Title: Managing Director

CORRESP
1
filename1.htm

Mountain Crest Acquisition Corp

311 West 43rd Street, 12th Floor

New York, NY 10036

June 2, 2020

VIA EDGAR & TELECOPY

Ms. Sherry Haywood

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Mountain Crest Acquisition Corp (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-238320) (the “Registration Statement”)

Dear Ms. Haywood:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:30 p.m. on June 4, 2020, or as soon thereafter as practicable.

The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

    Very truly yours,

    MOUNTAIN CREST ACQUISITION CORP

    By:
    /s/ Suying Liu

    Name: Suying Liu

    Title:   Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

    Giovanni
        Caruso

        Partner

        345 Park Avenue

        New York, NY 10154

    Direct  212.407.4866

    Main   212.407.4000

    Fax      212.937.3943

    gcaruso@loeb.com

Via Edgar

May 29, 2020

        Ms. Sherry Haywood

        Division of Corporation Finance

        Office of Manufacturing

        U.S. Securities & Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

    Re:
    Mountain Crest Acquisition Corp.

Amendment 1 to Registration Statement on Form S-1

Filed May 27, 2020

File No. 333-238320

Dear Ms. Haywood:

On behalf of our client, Mountain Crest
Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated May 28, 2020
(the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are submitting the amended draft Registration Statement via Edgar (the “Amended
S-1”).

In order to facilitate the review by the
Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments
set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

Los Angeles      New York      Chicago      Nashville      Washington, DC      Beijing      Hong Kong      www.loeb.com

A limited liability partnership including professional corporations

    Sherry
        Haywood

        May 29, 2020

        Page
        2

Pre-effective Amendment 1 to Registration
Statement on Form S-1 filed May 27, 2020

General

    1.
    Please revise your registration statement to fill in the blanks, including disclosing the number of common stock that you are authorized to issue on pages 29, 57, and 97, the number of authorized and unissued shares of common stock on page 29, and the dealer concessions on page 103.

Response: The blanks
on pages 29, 57, 97 and 103 have been revised in accordance with the Staff’s comment to include the information required.

    Sherry
        Haywood

        May 29, 2020

        Page
        3

Sincerely,

/s/ Giovanni Caruso

Giovanni Caruso

Partner

United States securities and exchange commission logo
May 28, 2020
Suying Liu
Chairman and Chief Executive Officer
Mountain Crest Acquisition Corp.
311 West 43rd Street, 12th Floor
New York, NY 10036
Re:Mountain Crest Acquisition Corp.
Amendment 1 to Registration Statement on Form S-1
Filed May 27, 2020
File No. 333-238320
Dear Dr. Liu:
            We have reviewed your amended registration statement and have the following
comment.  In our comments we may ask you to provide us information so that we may better
understand your disclosure
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe that our comment applies to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to the comment, we may have additional comments.
Pre-effective Amendment 1 to Registration Statement on Form S-1 filed May 27, 2020
General
1.Please revise your registration statement to fill in the blanks, including disclosing the
number of common stock that you are authorized to issue on pages 29, 57, and 97, the
number of authorized and unissued shares of common stock on page 29, and the dealer
concessions on page 103.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or Kevin W. Stertzel,
Staff Accountant, at (202) 551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at (202) 551-
3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other questions.

 FirstName LastNameSuying Liu
 Comapany NameMountain Crest Acquisition Corp.
 May 28, 2020 Page 2
 FirstName LastName
Suying Liu
Mountain Crest Acquisition Corp.
May 28, 2020
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

    Giovanni
        Caruso

        Partner

        345 Park Avenue

        New York, NY 10154

    Direct  212.407.4866

    Main   212.407.4000

    Fax      212.937.3943

    gcaruso@loeb.com

Via Edgar

May 27, 2020

        Ms. Sherry Haywood

        Division of Corporation Finance

        Office of Manufacturing

        U.S. Securities & Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

 Re: Mountain Crest Acquisition Corp.

Registration Statement on Form S-1

Filed May 15, 2020

File No. 333-238320

Dear Ms. Haywood:

On behalf of our client, Mountain Crest
Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated May 26, 2020
(the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are submitting the amended draft Registration Statement via Edgar (the “Amended
S-1”).

In order to facilitate the review by the
Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments
set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

Los Angeles      New York      Chicago      Nashville      Washington, DC      Beijing      Hong Kong      www.loeb.com

A limited liability partnership including professional corporations

    Sherry
        Haywood

        May 27, 2020

        Page
        2

Registration Statement of Form S-1
filed May 15, 2020

Note 1- Description of Organization
and Business Operations, page F-7

 1. You disclose here and throughout the filing, for example, pages 11 and
14, that the offering price and the initial redemption price are $10.00 per unit. You make numerous references also to an offering
price and a redemption price of $10.20 per share here and elsewhere in the filing, for example, pages 13 and 25. Please revise
to address the apparent discrepancy, or advise us why you believe that no revision is needed.

Response: Please
note that the offering price of the units is $10.00 per unit and the redemption price of the units if $10.20 per unit. The Company
has reviewed and revised the registration statement to correct any inconsistency.

Note 8 – Subsequent
Events, page F-14

 2. Revise to update the date through which subsequent events were evaluated
for the March 31, 2020 interim financial statements. Refer to ASC 855-10-50-1.

Response: The Company
has updated the date through which subsequent events were evaluated for the March 31, 2020 interim financial statements.

Signatures, page 116

 3. Your principal accounting officer or controller also must sign the registration
statement. Additionally, any person who occupies more than one of the specified offices, for example, principal financial officer
and principal accounting officer or controller, must indicate each capacity in which he signs the registration statement. See instructions
for signatures on Form S-1, and revise.

Response: The signature
blocks for the principal executive officer and principal financial and accounting officer on page 116 of the Amended S-1 have been
revised in accordance with the Staff’s comment.

Please call me at 212
407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

    Sherry
        Haywood

        May 27, 2020

        Page
        3

Sincerely,

/s/ Giovanni Caruso

Giovanni Caruso

Partner

United States securities and exchange commission logo
May 26, 2020
Suying Liu
Chairman and Chief Executive Officer
Mountain Crest Acquisition Corp.
311 West 43rd Street, 12th Floor
New York, NY 10036
Re:Mountain Crest Acquisition Corp.
Registration Statement on Form S-1
Filed May 15, 2020
File No. 333-238320
Dear Dr. Liu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments we may ask you to provide us information so that we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed May 15, 2020
Note 1- Description of Organization and Business Operations, page F-7
1.You disclose here and throughout the filing, for example, pages 11 and 14, that the
offering price and the initial redemption price are $10.00 per unit.  You make numerous
references also to an offering price and a redemption price of $10.20 per share here and
elsewhere in the filing, for example, pages 13 and 25.  Please revise to address the
apparent discrepancy, or advise us why you believe that no revision is needed.
Note 8 – Subsequent Events, page F-14
2.Revise to update the date through which subsequent events were evaluated for the March
31, 2020 interim financial statements.  Refer to ASC 855-10-50-1.

 FirstName LastNameSuying Liu
 Comapany NameMountain Crest Acquisition Corp.
 May 26, 2020 Page 2
 FirstName LastName
Suying Liu
Mountain Crest Acquisition Corp.
May 26, 2020
Page 2
Signatures, page 116
3.Your principal accounting officer or controller also must sign the registration statement.
Additionally, any person who occupies more than one of the specified offices, for
example, principal financial officer and principal accounting officer or controller, must
indicate each capacity in which he signs the registration statement.  See instructions for
signatures on Form S-1, and revise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or Kevin W. Stertzel,
Staff Accountant, at (202) 551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at (202) 551-
3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

                           Giovanni
                           Caruso

        Partner

        345
        Park Avenue

        New York, NY 10154

    Direct    212.407.4866

    Main      212.407.4000
 Fax
    212.937.3943
 gcaruso@loeb.com

Via Edgar

May 15, 2020

        Ms. Sherry Haywood

        Division of Corporation Finance

        Office of Manufacturing

        U.S. Securities & Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

 Re: Mountain Crest Acquisition Corp.

Amendment 2 to Draft Registration Statement on Form S-1

Submitted April 23, 2020

CIK No. 1803914

Dear Ms. Haywood:

On behalf of our client, Mountain Crest
Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated May 6, 2020
(the “Staff’s Letter”) regarding the Company’s draft Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are submitting the amended draft Registration Statement via Edgar (the “Amended
S-1”).

In order to facilitate the review by the
Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments
set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

    Los
                            Angeles    New York    Chicago    Nashville    Washington, DC    Beijing    Hong Kong      www.loeb.com

        A
        limited liability partnership including professional corporations

        Sherry Haywood

        May 15, 2020

        Page 2

Amendment 2 to Draft Registration
Statement of Form S-1 submitted April 23, 2020

General

 1. Advise what consideration you have given to risk factor disclosure concerning
the Wuhan virus pandemic as it relates to your ability to complete a business combination and its potential effect on the operations
of a target company with which you complete a business combination.

Response: A risk
factor addressing the effects of the Wuhan virus pandemic has been included on page 41 of the Amended S-1.

Signatures, page 121

 2. Your principal accounting officer or controller also must sign the registration
statement. Additionally, any person who occupies more than one of the specified positions, for example, principal financial officer
and principal accounting officer or controller, must specify each capacity in which he signs the registration statement. See instructions
for signatures on Form S-1, and revise.

Response: The signature
for the Chief Financial Officer of the Company on page 116 of the Amended S-1 has been revised in accordance with the Staff’s comment.

Please call me at 212
407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

/s/ Giovanni Caruso

Giovanni Caruso

Partner

United States securities and exchange commission logo
May 6, 2020
Suying Liu
Chairman and Chief Executive Officer
Mountain Crest Acquisition Corp.
311 West 43rd Street, 12th Floor
New York, NY 10036
Re:Mountain Crest Acquisition Corp.
Amendment 2 to Draft Registration Statement on Form S-1
Submitted April 23, 2020
CIK No. 1803914
Dear Dr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe  that our comments apply to your facts and circumstances or do
not believe that an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 2 to Draft Registration Statement on Form S-1 submitted April 23,2020
General
1.Advise what consideration you have given to risk factor disclosure concerning the Wuhan
virus pandemic as it relates to your ability to complete a business combination and
its potential effect on the operations of a target company with which you complete a
business combination.
Signatures, page 121
2.Your principal accounting officer or controller also must sign the registration statement.
Additionally, any person who occupies more than one of the specified positions, for
example, principal financial officer and principal accounting officer or controller, must

 FirstName LastNameSuying Liu
 Comapany NameMountain Crest Acquisition Corp.
 May 6, 2020 Page 2
 FirstName LastName
Suying Liu
Mountain Crest Acquisition Corp.
May 6, 2020
Page 2
specify each capacity in which he signs the registration statement.  See instructions for
signatures on Form S-1, and revise.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or Kevin W. Stertzel,
Staff Accountant, at (202) 551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at (202) 551-
3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Giovanni Caruso, Esq.

April 7, 2020
Suying Liu
Chairman and Chief Executive Officer
Mountain Crest Acquisition Corp.
311 West 43rd Street, 12th Floor
New York, NY 10036
Re:Mountain Crest Acquisition Corp.
Amendment 1 to Draft Registration Statement on Form S-1
Filed March 26, 2020
CIK No. 1803914
Dear Dr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe that our comments apply to your facts and circumstances or do
not believe that an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 1 to Draft Registration Statement on Form S-1 submitted March 26, 2020
Dilution, page 58
1.We note your updated disclosure in the second paragraph on page 58.  However, it does
not appear that the tables on pages 58 and 59 reflect the updated net tangible book value
before the offering and related per share amounts.  Please revise.
Management, page 86
2.In the biographical paragraph of Mr. Nelson Haight, describe briefly his business
experience during the past five years.  See Item 401(e)(1) of Regulation S-K.

 FirstName LastNameSuying Liu
 Comapany NameMountain Crest Acquisition Corp.
 April 7, 2020 Page 2
 FirstName LastName
Suying Liu
Mountain Crest Acquisition Corp.
April 7, 2020
Page 2
            You may contact Sisi Cheng, Staff Accountant, at (202) 551-5004 or Kevin W. Stertzel,
Staff Accountant, at (202) 551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at (202) 551-
3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Giovanni Caruso, Esq.

March 19, 2020
Suying Liu
Chairman and Chief Executive Officer
Mountain Crest Acquisition Corp.
311 West 43rd Street, 12th Floor
New York, NY 10036
Re:Mountain Crest Acquisition Corp.
Draft Registration Statement on Form S-1
Filed February 21, 2020
CIK No. 1803914
Dear Dr. Liu:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted February 21, 2020
Prospectus Cover Page, page i
1.Please briefly disclose here that you have agreed to sell to Chardan Capital Markets, LLC,
an option to purchase for $100 up to a total of 750,000 units (up to 862,500 units with full
exercise of over-allotment option) at $11.50 per unit. We note your disclosures in the
"Unit Purchase Option" sections on pages 105 and 110.
2.You disclose that Sunlight Global Investment LLC and Chardan Capital Markets LLC
and/or their designees have committed to purchase from you an aggregate of 285,000
units, or “private units,” at $10.00 per private unit (for a total purchase price of
$2,850,000). Please disclose the amount of the 285,000 units that are committed to be
purchased by each Sunlight Global Investment LLC and Chardan Capital Markets LLC.

 FirstName LastNameSuying Liu
 Comapany NameMountain Crest Acquisition Corp.
 March 19, 2020 Page 2
 FirstName LastNameSuying Liu
Mountain Crest Acquisition Corp.
March 19, 2020
Page 2
Use of Proceeds, page 54
3.Based on the disclosure on page 60, it appears that the repayment of notes payable to
related parties will occur simultaneously with the offering. Please revise the use of
proceeds table to clearly disclose the repayment of the debt.
Dilution, page 58
4.Based on your stockholder’s deficit balance of $492 and deferred offering costs of
$100,231, it appears that your net tangible book value is a deficit of $100,723 as of
December 31, 2019. Please revise your filing as appropriate or tell us how you arrived at
the net tangible book value disclosed in your filing.
Capitalization, page 60
5.It appears from your disclosure on page 24 that redemption of the public shares is
independent of your liquidation and dissolution, which must be separately approved by
your remaining shareholders after such redemption. Please tell us why it is not appropriate
to classify these shares entirely as temporary equity pursuant to ASC 480-10-S99-3A. In
this regard, it appears that these securities are subject to a deemed liquidation event, not an
ordinary liquidation event as described in this guidance.
Note 6- Commitments
Registration Rights, page F-12
6.Please disclose whether there are any maximum cash penalties under the registration
rights agreement, if applicable. Please also disclose any additional penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.
Note 7 – Stockholder’s Equity, page F-14
7.You disclose in your footnote that the private warrants will be exercisable for cash or on a
cashless basis, at the holder’s option, and will not be non-redeemable by the company.
You also disclose on page 10 that the private warrants may be exercised on a cashless
basis and are non-redeemable. Please reconcile your disclosures as appropriate.
General
8.Provide us copies of all written communications as defined by Rule 405 under the
Securities Act that you or anyone authorized to do so on your behalf present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or not they retain
copies of the communications.

 FirstName LastNameSuying Liu
 Comapany NameMountain Crest Acquisition Corp.
 March 19, 2020 Page 3
 FirstName LastName
Suying Liu
Mountain Crest Acquisition Corp.
March 19, 2020
Page 3
            You may contact SiSi Cheng, Staff Accountant at (202) 551-5004 or Kevin Stertzel, Staff
Accountant at (202) 551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202) 551-
3345 or Edward M. Kelly, Senior Counsel at (202) 551-3728 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing