Item 7.01. Regulation FD Disclosure.
Mountain Crest Acquisition Corp. II (the “MCAD”)
is filing the remarks made by Dr. Suying Liu, the Company’s Chairman and CEO, at the Nasdaq Virtual Opening Bell on June 4, 2021
(“Opening Bell Remarks”), related to the initial public offering of Mountain Crest Acquisition Corp. III (“MCAE”)
on the Nasdaq Capital Market. Dr. Liu also serves as the Chairman, CEO and CFO of MCAE.
Attached hereto as Exhibit 99.1 and incorporated
into this Item 7.01 by reference are the Opening Bell Remarks.
The information in this Item 7.01 is being furnished
and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act.
Important Information And Where To Find It
On April 6, 2021 MCAD entered into a definitive
merger agreement with Better Therapeutics Inc. (“BTX”) for a proposed business combination.
In connection with the proposed business combination,
MCAD has filed a registration statement on Form S-4 containing proxy materials in the form of a proxy statement with the SEC. The Form
S-4 includes a proxy statement to be distributed to holders of MCAD’s common stock in connection with MCAD’s solicitation
of proxies for the vote by MCAD’s shareholders with respect to the proposed business combination 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 (“BTX”) stockholders in connection
with the proposed Business Combination. After the Form S-4 has been filed and declared effective, MCAD 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 MCAD, BTX and the proposed business combination. Additionally, MCAD will file other relevant materials with
the SEC in connection with the Business Combination. Copies may be obtained free of charge at the SEC's web site at www.sec.gov. Securityholders
of MCAD 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 about the Business Combination and the parties
to the Business Combination.
Participants in the Solicitation
Mountain Crest and Better Therapeutics and their
respective 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’s executive officers and directors in the solicitation by reading Mountain Crest’s Form S-4 and
other relevant materials filed with the SEC in connection with the proposed business combination when they become available. 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, will
be set forth in the Form S-4 relating to the proposed business combination when it becomes available. 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 is included in the Form S-4 for the proposed business combination.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of MCAD or BTX, nor shall there be any sale
of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or 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 and the attachments hereto contain forward-looking statements for purposes of the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995, including statements about the parties’ ability to close the proposed business combination,
the anticipated benefits of the proposed business combination, and the financial condition, results of operations, earnings outlook and
prospects of MCAD and/or BTX and may include statements for the period following the consummation of the proposed business combination.
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.