Filed
by Mountain Crest Acquisition Corp. II
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
of
the Securities Exchange Act of 1934
Subject
Company: Mountain Crest Acquisition Corp. II
Commission
File No. 001-39864
Mountain
Crest Acquisition Corp. II and Better Therapeutics, Inc. Announce Registration Statement Effectiveness and Scheduled Special Meeting
to Approve Business Combination on October 27, 2021
NEW
YORK & SAN FRANCISCO, October 12, 2021 –Mountain Crest Acquisition Corp. II (NASDAQ: MCAD, “Mountain Crest II”),
a publicly-traded special purpose acquisition company and Better Therapeutics, Inc. (“Better Therapeutics”), a prescription
digital therapeutics (PDT) company developing cognitive behavioral therapy to address root causes of cardiometabolic diseases, today
announced that MCAD’s registration statement on Form S-4 (File No. 333-255493) relating to the previously announced merger of MCAD
and Better Therapeutics has been declared effective by the U.S. Securities and Exchange Commission as of October 12, 2021. MCAD also
announced that it will hold its special meeting of stockholders (the “Special Meeting”) on October 27, 2021 at 10:00 am Eastern
Time to, among other things, allow its stockholders to vote to approve the proposed Business Combination with Better Therapeutics. The
Special Meeting will be completely virtual and conducted via live webcast at the following address https://www.cstproxy.com/mcacquisitionii/2021.
Stockholders will be able to attend the meeting by using the control number that is printed on their proxy card.
Holders
of shares of MCAD’s common stock at the close of business on September 8, 2021 (the "Record Date") are entitled to vote
at the virtual Special Meeting.
If
the proposals at the Special Meeting are approved, the parties anticipate that the Business Combination will close shortly thereafter,
subject to the satisfaction or waiver (as applicable) of all other closing conditions. Upon the closing of the Business Combination,
the parties expect that the combined company will operate as Better Therapeutics, Inc., and that the shares of common stock of the combined
company are expected to be listed on The Nasdaq Capital Market under the symbol “BTTX.”
MCAD
stockholders who need assistance voting, have questions regarding the Special Meeting, or would like to request documents may contact
MCAD’s Proxy Solicitor Advantage Proxy at 877-870-8565 or email Karen Smith at KSmith@advantageproxy.com.
About
Mountain Crest Acquisition Corp. II
Mountain
Crest Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. Mountain Crest II ’s efforts to identify
a prospective target business will not be limited to a particular industry or geographic region, although the company intends to focus
on operating businesses in North America.
About
Better Therapeutics
Better
Therapeutics is a prescription digital therapeutics (PDT) company developing a novel form of cognitive behavioral therapy to address
the root causes of cardiometabolic diseases. The company has developed a proprietary platform for the development of FDA-regulated, software-based
solutions for type 2 diabetes, heart disease and other conditions. The cognitive behavioral therapy delivered by Better Therapeutics’
PDT is designed to enable changes in neural pathways of the brain so lasting changes in behavior become possible. Addressing the underlying
causes of these diseases has the potential to dramatically improve patient health while lowering healthcare costs. Better Therapeutics
clinically validated mobile applications are intended to be prescribed by physicians and reimbursed like traditional medicines. For more
information visit: bettertx.com
Additional
Information
This
press release relates to a proposed transaction between Better Therapeutics and Mountain Crest II. This press release does not constitute
an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. Mountain Crest II filed a registration statement on Form S-4 with the SEC on April 23, 2021 and
subsequent amendments on Form S-4/A (the “Registration Statement”), which included a proxy statement and a prospectus of
Mountain Crest II. The Registration Statement was declared effective by the SEC on October 12, 2021. On October 12 2021, Mountain
Crest II filed the definitive proxy statement/prospectus with the SEC. Mountain Crest II also will file other documents regarding the
proposed transaction with the SEC. Before making any voting decision, investors and security holders of Mountain Crest II are urged to
read the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the
proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors
and security holders may obtain free copies of the proxy statement /prospectus and all other relevant documents filed or that will be
filed with the SEC by Mountain Crest II through the website maintained by the SEC at www.sec.gov.
Participants
in the Solicitation
Mountain
Crest II and Better Therapeutics and their respective directors and officers may be deemed to
be participants in the solicitation of proxies from Mountain Crest II’s stockholders in connection with the proposed transaction.
Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction
may be obtained by reading the proxy statement/prospectus regarding the proposed transaction. You may obtain free copies of these documents
as described in the preceding paragraph.
Non-Solicitation
This
press release 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 press release 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
press release contains “forward-looking statements” within the meaning of 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 Mountain Crest II and/or Better Therapeutics and
may include statements for the period following the consummation of the proposed Business Combination. In addition, any statements that
refer to 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.
The
forward-looking statements are based on the current expectations of the management of Mountain Crest II and Better Therapeutics, as applicable,
and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of
such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements
involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking statements including: risks related to the ability to complete the proposed
business combination due to the failure to obtain approval from Mountain Crest II’s stockholders or satisfy other closing conditions
in the definitive merger agreement; the amount of any redemptions by existing holders of Mountain Crest II’s common stock; the
ability to recognize the anticipated benefits of the business combination; other risks and uncertainties included under the header “Risk
Factors” in the definitive proxy statement/prospectus filed by Mountain Crest II on October 12,
2021.
Mountain
Crest Acquisition Corp. II
Dr.
Suying Liu
Chairman
and CEO
311
W 43rd St, 12th Fl, New York, NY 10036
(646)
493-6558
Better
Therapeutics Media Contact
Heidi
Chokeir, PhD
+1
619 203 5391
heidi.chokeir@canalecomm.com
###
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