Item 1.01. Entry into a Material Definitive Agreement
As
previously disclosed, on April 6, 2021, Better Therapeutics, Inc. (“Better Therapeutics”) entered into a definitive agreement
and plan merger (the “Merger Agreement”) with Mountain Crest Acquisition Corp. II (Nasdaq: MCAD) (“Mountain Crest II”),
a special purpose acquisition company and its wholly owned subsidiary MCAD Merger Sub, Inc. (“Merger Sub”) for a proposed
business combination (the “Business Combination”). The Merger Agreement provided, that the outside date for the closing of
the Business Combination was August 31, 2021.
On August 30, 2021, Better Therapeutics, Mountain
Crest II and Merger Sub entered into an Amendment to Agreement and Plan of Merger (the “Amendment Agreement”) that expressly
amended and modified the Merger Agreement to provide that the outside date for the closing of the Business Combination is October 8, 2021.
In the event that the Business Combination shall not be consummated prior to October 8, 2021, then either Better Therapeutics or Mountain
Crest II may terminate the Merger Agreement, provided that such terminating party is not otherwise in breach of the Merger Agreement.
The foregoing summary of the
Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Amendment Agreement which
is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Additional Information
In connection with the proposed business combination between
Mountain Crest II and Better Therapeutics, Mountain Crest II has filed a registration statement on Form S-4 containing a proxy statement/prospectus
(the “Form S-4”) with the Securities and Exchange Commission (the “SEC”). The Form S-4 includes a proxy statement
to be distributed to holders of Mountain Crest II’s common stock in connection with Mountain Crest II’s solicitation of proxies
for the vote by Mountain Crest II’s shareholders with respect to the proposed transaction and other matters as described in the
Form S-4, as well as the prospectus relating to the offer of securities to be issued to Better Therapeutics’ stockholders in connection
with the proposed business combination. After the Form S-4 has been declared effective, Mountain Crest II will mail a definitive proxy
statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the Form
S-4, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because
they will contain important information about Mountain Crest II, Better Therapeutics and the proposed business combination. Additionally,
Mountain Crest II will file other relevant materials with the SEC in connection with the business combination. Copies of these documents
may be obtained free of charge at the SEC's web site at www.sec.gov. Securityholders of Mountain Crest II are urged to read the Form
S-4 and the other relevant materials when they become available before making any voting decision with respect to the proposed business
combination because they will contain important information.
Participants in the Solicitation
Mountain Crest II and its directors and executive
officers may be deemed participants in the solicitation of proxies with respect to the proposed business combination under the rules of
the SEC. Securityholders may obtain more detailed information regarding the names, affiliations, and interests of certain of Mountain
Crest II’s executive officers and directors in the solicitation by reading Mountain Crest II’s Form S-4 and other relevant
materials filed with the SEC in connection with the proposed business combination. Information about Mountain Crest II’s directors
and executive officers and their ownership of Mountain Crest II common stock is set forth in Mountain Crest II’s annual report on
Form 10-K for the year ended December 31, 2020, dated March 30, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the
SEC since the date of that filing. Other information regarding the interests of Mountain Crest II’s participants in the proxy solicitation,
which in some cases, may be different than those of their stockholders generally, are set forth in the Form S-4 relating to the proposed
business combination. These documents can be obtained free of charge at the SEC's web site at www.sec.gov.
Better Therapeutics and its directors and executive
officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Mountain Crest II in connection
with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests
in the proposed business combination are included in the Form S-4 for the proposed business combination.
Non-Solicitation
This Current Report on Form 8-K shall not constitute
a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination.
This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This Current
Report on Form 8-K contains “forward-looking statements” within the meaning of the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the delivery
of cognitive behavioral therapy and/or prescription digital therapeutics, or PDTs, by Better Therapeutics to address the root causes
of type 2 diabetes and other cardiometabolic diseases; development of a proprietary platform and software-based solutions for
treatment of type 2 diabetes, heart disease and other conditions; achievement of changes in neural pathways of the brain and lasting
changes in behavior through cognitive behavioral therapy delivered by Better Therapeutics’ PDTs; the capability of Better
Therapeutics to address the underlying causes of certain diseases and its related potential to improve patient health while lowering
healthcare costs; the potential for Better Therapeutics’ clinically validated mobile applications to be prescribed by
physicians and reimbursed like traditional medicines; potential and significance of the results of the potentially pivotal study of
BT-001 or any clinical or other trial; the potential success of BT-001 as a prescribed treatment used under physician supervision
for people with uncontrolled type 2 diabetes; the possibility for the results of the potentially pivotal study to support a
regulatory submission for marketing authorization from the FDA; the potential timing of Better Therapeutics’ expected progress
towards developing and obtaining FDA approval for its products, related research and validation studies; the future financial
stability, strength or success of Better Therapeutics; the successful or positive impact that any financing transaction may have on
Better Therapeutics’ business, including advancing Better Therapeutics’ pipeline of additional PDTs for other
behavior-driven cardiometabolic diseases; statements as to the expected timing, completion and effects of the merger, any financing
or debt transaction. In addition, any statements that refer to projections (including EBITDA, adjusted EBITDA, EBITDA margin and
revenue projections), forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,”
“believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “continue,” “could,”
“may,” “might,” “possible,” “potential,” “predict,”
“should,” “would” and other similar words and expressions, but the absence of these words does not mean that
a statement is not forward-looking. Any forward-looking statements in this Current Report on Form 8-K are based on
management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause
actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks
and uncertainties include, but are not limited to, the risk that the FDA may not be satisfied with the design of any of Better
Therapeutics’ studies and trials, and , payers may not reimburse BT-001, if approved, the risk that the results of previously
conducted studies will not be repeated or observed in ongoing or future studies involving our product candidates, the risk that the
current COVID-19 pandemic will impact Better Therapeutics’ platform validation, product testing, the timing of the Better
Therapeutics’ submission of the BT-001 for marketing approval from the FDA and other operations, and the risk that the Merger,
any financing or debt transaction may not be completed in a timely manner or at all. For a discussion of other risks and
uncertainties, and other important factors, any of which could cause Better Therapeutics’ actual results to differ from those
contained in the forward-looking statements, see the section entitled “Risk Factors” in Mountain Crest II’s
filings on file with the Securities and Exchange Commission, available at the Securities and Exchange Commission’s
website at www.sec.gov, and as well as discussions of potential risks, uncertainties and other important factors in
Mountain Crest II and/or Better Therapeutics’ subsequent/future filings, if any, with the Securities and Exchange
Commission. All information in this Current Report on Form 8-K is as of the date of the release, and the Company undertakes no duty
to update this information unless required by law.