Item 1.01.
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Entry into a Material Definitive Agreement
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As
previously disclosed, on April 6, 2021, Better Therapeutics, Inc. (“Better Therapeutics”) entered into a definitive agreement
and plan of 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 (the “Outside Date”). Pursuant to an August 30, 2021 Amendment to
the Agreement and Plan of Merger the Outside Date for the closing of the Business Combination was extended to October 8, 2021.
On September 27, 2021, Better
Therapeutics, Mountain Crest II and Merger Sub entered into a Second Amendment to Agreement and Plan of Merger (the “Second 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 31, 2021. In the event that the Business Combination shall not be consummated prior to October 31, 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
Second Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Second 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.