Better Therapeutics, Inc. agreed to acquire Mountain Crest Acquisition Corp. II (NasdaqCM:MCAD) (“MCAD”) from Mountain Crest Capital LLC and others in a reverse merger transaction for approximately $150 million on March 29, 2021. Better Therapeutics, Inc. entered into an agreement and plan of merger to acquire Mountain Crest Acquisition Corp. II in a reverse merger transaction on April 6, 2021. Under the merger agreement, MCAD has agreed to acquire all the outstanding shares of BTX common stock in exchange for 15 million shares of MCAD's common stock. BTX shall deliver to MCAD, two business days prior to the closing of the merger, the calculation of BTX's net debt. Each BTX stock option that is outstanding and unexercised immediately prior to the effective time shall be assumed by MCAD and automatically converted into an option to purchase shares of MCAD common stock. Each award of BTX restricted stock that is outstanding immediately prior to the effective time shall be assumed by MCAD and automatically converted into an award of restricted MCAD common stock with the number of shares of MCAD common stock equal to the product of (i) the number of shares of BTX restricted stock and (ii) the exchange ratio. In connection with the proposed merger, MCAD has obtained commitments from interested accredited investors to purchase shares of MCAD common stock for an aggregate cash amount of $50 million at a purchase price of $10 per share, in a private placement. Better Therapeutics also received commitments through a separate private placement of $6 million. On August 18, 2021, Better Therapeutics entered into a $50 million secured term loan agreement with Hercules Capital, Inc. The term loan has a maturity date of August 1, 2025, which can be extended to February 1, 2026, and is secured by substantially all Better Therapeutics' assets. Payments due for the term loan are interest-only until March 1, 2023 (subject to extension to September 1, 2023 or September 1, 2024 upon the achievement of certain milestones), after which principal shall be repaid in equal monthly installments. Interest is payable monthly in arrears. The outstanding principal bears interest at the greater of (a) 8.95% or (b) 8.95% plus the prime rate minus 3.25%. Prepayment of the outstanding principal is permitted under the secured term loan agreement and subject to certain prepayment fees. Following the merger BTX will be a wholly owned subsidiary of MCAD. In connection with the business combination, MCAD shall be renamed “Better Therapeutics, Inc.” and securities are expected to be listed on Nasdaq under the symbol “BTTX.”

Immediately following the closing, MCAD's Board of Directors will consist of no more than seven Directors of which MCAD has the right to designate one Director and the remaining six Directors will be designated by BTX. At closing, all of the executive officers of MCAD shall resign and the individuals serving as executive officers of MCAD immediately after the closing will be the same individuals as those of BTX immediately prior to the closing. The transaction is subject to the approval of the stockholders of both MCAD and BTX, regulatory approvals, the net tangible assets held by MCAD shall be equal to at least $5,000,001, the MCAD Common Stock to be issued in the merger shall have been approved for listing on the Nasdaq Capital Market, certain BTX Shareholders have entered into a lock-up agreement, consummation of the private placement, consummation of the preferred stock conversion, BTX and key stockholders shall have entered into a registration rights agreement, resignation of MCAD Directors and officers and other customary closing conditions. As on March 29, 2021, the transaction was unanimously approved by the Boards of Directors of Better Therapeutics and Mountain Crest II. contemporaneously with the execution of the merger agreement, certain holders of the MCAD Common Stock entered into the Support Agreement, and certain holders of BTX common stock entered into the Support Agreement, pursuant to which such holders agreed to approve the merger agreement and the proposed merger. Mountain Crest Acquisition Corp. II will hold its special meeting of stockholders on October 27, 2021, allow its stockholders to vote to approve the proposed Business Combination with Better Therapeutics. Mountain Crest Acquisition Corp. II stockholders approved the business Combination on October 27, 2021. The transaction is expected to close in the late second or third quarter of 2021. Transaction is expected to close in summer of 2021. As of September 1, 2021, the transaction is expected to close on October 8, 2021. The merger has been declared effective by the U.S. Securities and Exchange Commission as of October 12, 2021. The business combination is expected to close on October 28, 2021.

Tahra Wright, Ronelle C. Porter, Jim Czaban, Marina Casani, William J. Voller III, Mitchell S. Nussbaum and Andrei Sirabionian of Loeb & Loeb acted as the legal advisors to MCAD, Arthur R. McGivern, Heidi Mayon, Jocelyn Arel, Crescent Moran Chasteen, Koray J. Bulut, Stephanie Philbin, Julie Tibbets, Roger A. Cohen, Alexander R Plaum, Dan Karelitz, Shane Albright, Jacqueline Klosek, Kara Kuritz, Grace L. Wirth and Ginggi Storer of Goodwin Procter LLP acted as the legal advisors to BTX as part of the transaction. Cowen and Company, LLC is acting as exclusive financial advisor to Better Therapeutics, Chardan Capital Markets, LLC is acting as exclusive M&A advisor and financial advisor to Mountain Crest II. Shearman & Sterling LLP acted as legal counsel to the placement agent. Advantage Proxy, Inc. will act as proxy solicitor to Mountain Crest Acquisition Corp. II and will receive a fee of $7,500. Mark Zimkind of Continental Stock Transfer & Trust Company is acting as transfer agent for the shares of common stock of Mountain Crest. Chris Forrester of Shearman & Sterling acted a legal advisor to Cowen in the transaction.

Better Therapeutics, Inc. completed the acquisition of Mountain Crest Acquisition Corp. II (NasdaqCM:MCAD) (“MCAD”) from Mountain Crest Capital LLC and others in a reverse merger transaction on October 28, 2021. The transaction was previously approved by Better Therapeutics' stockholders. The resulting combined company will commence trading its shares on Nasdaq under the ticker symbol “BTTX” on October 29, 2021.