Item 5.07.
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Submissions of Matters to a Vote of Security Holders
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As
previously disclosed, on April 6, 2021, Mountain Crest Acquisition Corp. II (Nasdaq: MCAD) (“MCAD” or the “Company”),
a special purpose acquisition company and its wholly owned subsidiary MCAD Merger Sub, Inc. (“Merger Sub”) entered into a
definitive agreement and plan merger (the “Merger Agreement”) with Better Therapeutics, Inc. (“Better Therapeutics”)
for a proposed business combination (the “Business Combination”), and as amended as of August 30, 2021 and September 27, 2021.
Upon closing of the transaction contemplated by the Merger Agreement, Merger Sub will merge with and into Better Therapeutics (the “Merger”)
with Better Therapeutics surviving the Merger, renamed Better Therapeutics OpCo, Inc., as a wholly owned subsidiary of MCAD. In addition,
in connection with the consummation of the Business Combination, MCAD will be renamed “Better Therapeutics, Inc.” The combined
company after the Business Combination is referred to as the “Combined Company.”
On
October 27, 2021, at 10:00 a.m., Eastern Time, the Company held a special meeting of its shareholders (the “Special Meeting”)
at which the shareholders voted on the following proposals, as set forth below, each of which is described in detail in the definitive
proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on
October 12, 2021, which was first mailed by the Company to its shareholders on or about October 13, 2021.
As of September 8, 2021, the
record date for the Special Meeting, there were 7,557,500 shares of common stock, par value $0.0001 per share (the “Common Stock”),
issued and outstanding and entitled to vote at the Special Meeting. There were 5,226,378 shares of Common Stock representing approximately
69.15% of the issued and outstanding shares of Common Stock present in person or represented by proxy at the Special Meeting, constituting
a quorum for the Special Meeting. The final voting results for each proposal submitted to the shareholders of the Company at the Special
Meeting are included below.
Each of the proposals described
below was approved by the Company’s shareholders.
PROPOSALS
Proposal 1:
To consider and vote on a proposal
to adopt and approve (a) the Agreement and Plan of Merger, dated as of April 6, 2021 and as amended as of August 30, 2021 and September
27, 2021 (the “Merger Agreement”), by and among Mountain Crest Acquisition Corp. II, a Delaware corporation (“MCAD”),
MCAD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of MCAD (“Merger Sub”), and Better Therapeutics,
Inc., a Delaware corporation (“BTX”), pursuant to which Merger Sub will merge with and into BTX, with BTX surviving
the merger as a wholly owned subsidiary of MCAD and (b) such merger and the other transactions contemplated by the Merger Agreement (the
“Business Combination”) and referred to in the Proxy Statement as the “Business Combination Proposal”.
FOR
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AGAINST
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ABSTAIN
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5,225,591
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587
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200
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Proposal
2:
To consider and vote on a proposal to adopt
the proposed amended and restated certificate of incorporation of MCAD (the “Proposed Certificate of Incorporation”)
and referred to in the Proxy Statement as the “Charter Amendment Proposal”.
FOR
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AGAINST
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ABSTAIN
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5,225,591
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587
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200
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Proposal 3:
To consider and vote,
on a non-binding advisory basis, on seven separate governance proposals relating to the following material differences between the Current
Charter and the Proposed Certificate of Incorporation and collectively referred to in the Proxy Statement as the “Governance
Proposal”:
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(A)
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to amend the name of MCAD to “Better Therapeutics, Inc.” from “Mountain
Crest Acquisition Corp. II” and remove certain provisions related to MCAD’s status as a special purpose acquisition company
that will no longer be relevant following the closing of the Business Combination.
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FOR
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AGAINST
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ABSTAIN
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5,175,591
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50,587
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200
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(B)
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to increase the authorized shares of (i) Common Stock from 30,000,000
shares to 200,000,000 shares and (ii) preferred stock from no shares to 10,000,000 shares.
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FOR
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AGAINST
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ABSTAIN
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5,175,185
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50,590
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603
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(C)
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require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to adopt, amend or repeal MCAD’s bylaws.
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FOR
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AGAINST
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ABSTAIN
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5,160,786
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65,142
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450
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(D)
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require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office.
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FOR
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AGAINST
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ABSTAIN
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5,175,338
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50,590
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450
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(E)
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require the vote of a majority of the voting power of the outstanding shares of capital stock, to amend or repeal certain provisions of the Proposed Certificate of Incorporation.
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FOR
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AGAINST
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ABSTAIN
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5,175,341
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50,587
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450
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(F)
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require that special meetings of stockholders may only be called by the board of directors and not by stockholders, subject to any special rights of the holders of preferred stock.
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FOR
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AGAINST
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ABSTAIN
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5,122,427
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103,751
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200
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(G)
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remove the forum selection provision providing for concurrent jurisdiction in the
Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act of 1933 from
the Proposed Certificate of Incorporation, such that Section 7 of the Combined Entity’s Bylaws providing for designation of the
U.S. federal district courts as the exclusive forum for claims arising under the Securities Act of 1933 will be applicable.
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FOR
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AGAINST
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ABSTAIN
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5,175,341
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50,587
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450
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Proposal 4:
To consider and vote
on a proposal to approve, for purposes of complying with Nasdaq Rules 5635(a) and (b), (i) the issuance of more than 20% of the issued
and outstanding MCAD common stock, $0.0001 par value (the “Common Stock”), and the resulting change in control in connection
with the Business Combination and (ii) for the purposes of complying with Nasdaq Rules 5635(d) the issuance of more than 20% of the issued
and outstanding Common Stock in the PIPE Investment (as defined in the accompanying proxy statement/prospectus), upon the completion of
the Business Combination and referred to in the Proxy Statement as the “Nasdaq Proposal”.
FOR
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AGAINST
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ABSTAIN
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5,225,338
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590
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450
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Proposal 5:
To consider and vote
upon a proposal to elect, effective as of the consummation of the Business Combination David Perry, Kevin Appelbaum, Richard Carmona,
Suying Liu, Andy Armanino, Geoffrey Parker and Risa Lavizzo-Mourey to serve on MCAD’s Board of Directors and referred to in the
Proxy Statement as the “Directors Proposal”.
Director Nominee
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FOR
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WITHHOLD
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David Perry
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5,225,791
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587
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Kevin Appelbaum
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5,225,788
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590
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Richard Carmona
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5,225,788
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590
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Suying Liu
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5,225,788
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590
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Andy Armanino
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5,225,788
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590
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Geoffrey Parker
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5,225,791
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587
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Risa Lavizzo-Mourey
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5,225,788
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590
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Proposal 6:
To consider and vote
on a proposal to approve the 2021 Stock Option and Incentive Plan (the “2021 Plan”) in connection with the Business
Combination and referred to in the Proxy Statement as the “2021 Plan Proposal”.
FOR
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AGAINST
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ABSTAIN
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5,225,688
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690
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0
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Proposal 7:
To consider and vote
on a proposal to approve the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), in connection with the Business Combination
and referred to in the Proxy Statement as the “2021 ESPP Proposal”.
FOR
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AGAINST
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ABSTAIN
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5,225,488
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690
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200
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