QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
September 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Deferred offering costs |
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Marketable securities held in Trust Account |
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Total Assets |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
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Current Liabilities |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Promissory note – related party |
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Total Current Liabilities |
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Deferred underwriting fee payable |
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Total Liabilities |
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Commitments |
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Common stock subject to possible redemption |
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Stockholders’ (Deficit) Equity |
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Common stock, $ (1) (excluding 5,750,000 shares subject to possible redemption at September 30, 2021) |
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Additional paid in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
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Total Stockholders’ (Deficit) Equity |
( |
) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
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(1) | At December 31, 2020, shares issued and outstanding included up |
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
For the Period from July 31, 2020 (Inception) Through September 30, 2020 |
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General and administrative expenses |
$ | $ | $ | |||||||||
Loss from operations |
( |
) |
( |
) |
( |
) | ||||||
Other income |
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Interest earned on marketable securities held in Trust Account |
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Other income |
$ | |||||||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Basic and diluted weighted average shares outstanding common stock, Redeemable |
||||||||||||
Basic and diluted net loss per share, Common stock, Redeemable |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Basic and diluted weighted average shares outstanding common stock, Non-redeemable |
||||||||||||
Basic and diluted net loss per share, Common stock |
$ |
( |
) |
$ |
( |
) |
$ |
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Additional |
Total |
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Common Stock |
Paid in |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance — December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
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Sale of |
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Issuance of Representative Shares |
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Accretion for common stock to redemption amount |
— | ( |
) | ( |
) | ( |
) | |||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
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Balance — March 31, 2021, as restated |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
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Balance – June 30, 2021, as restated |
$ |
$ |
$( |
$( |
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Net loss |
— | ( |
) | ( |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
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Balance – September 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
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|
|
|
|
|
|
|
|
|
Additional |
Total |
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Common Stock |
Paid in |
Accumulated |
Stockholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Equity |
||||||||||||||||
Balance — July 31, 2020 (Inception) |
$ | $ | $ | $ | ||||||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
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Balance – September 30, 2020 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
For the Period from July 31, 2020 (Inception) through September 30, |
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2021 |
2020 |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Interest earned on marketable securities held in Trust Account |
( |
) | ||||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||||||
Accounts payable and accrued expenses |
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|
|
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Net cash used in operating activities |
( |
) |
( |
) | ||||
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Cash Flows from Investing Activities: |
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Investment of cash into Trust Account |
( |
) | ||||||
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|
|
|
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Net cash used in investing activities |
( |
) |
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Cash Flows from Financing Activities: |
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Proceeds from sale of Units, net of underwriting discounts paid |
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Proceeds from sale of Private Units |
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Repayment of promissory note - related party |
( |
) | ||||||
Payment of offering costs |
( |
) | ||||||
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|
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Net cash provided by financing activities |
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Net Change in Cash |
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Cash – Beginning |
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Cash – Ending |
$ | $ | ||||||
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Non-cash investing and financing activities: |
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Issuance of Representative Shares |
$ | $ | ||||||
|
|
|
|
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Initial classification of common stock subject to possible redemption |
$ | $ | ||||||
|
|
|
|
|||||
Deferred underwriting fee payable |
$ | $ | ||||||
|
|
|
|
Balance Sheet as of January 12, 2021 (audited) |
As Previously Reported |
Adjustment |
As Restated |
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Common stock subject to possible redemption |
$ | $ | $ | |||||||||
Common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | $ | ( |
) | $ | ( |
) | |||||
Total Stockholders’ (Deficit) Equity |
$ | $ | ( |
) | $ | ( |
) | |||||
Balance Sheet as of March 31, 2021 (Unaudited) |
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Common stock subject to possible redemption |
$ | $ | $ | |||||||||
Common Stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ (Deficit) Equity |
$ | $ | ( |
) | $ | ( |
) | |||||
Balance Sheet as of June 30, 2021 (Unaudited) |
||||||||||||
Common stock subject to possible redemption |
$ | $ | $ | |||||||||
Common Stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ (Deficit) Equity |
$ | $ | ( |
) | $ | ( |
) | |||||
Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended March 31, 2021 (Unaudited) |
||||||||||||
Sale of |
$ | $ | ( |
) | $ | |||||||
Change in value of common stock subject to redemption |
$ | ( |
) | $ | $ | |||||||
Accretion for common stock to redemption amount |
$ | $ | ( |
) | $ | ( |
) | |||||
Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended June 30, 2021 (Unaudited) |
||||||||||||
Change in value of common stock subject to redemption |
$ | ( |
) | $ | $ | |||||||
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) |
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Initial classification of common stock subject to possible redemption |
$ | $ | $ | |||||||||
Change in value of common stock subject to redemption |
$ | ( |
) | $ | $ | |||||||
Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) |
||||||||||||
Initial classification of common stock subject to possible redemption |
$ | $ | $ | |||||||||
Change in value of common stock subject to redemption |
$ | ( |
) | $ | $ |
Statement of Operations for the Three Months Ended March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Weighted average shares outstanding common stock subject to redemption |
( |
) | ||||||||||
Basic and diluted net income (loss) per common share, Basic —Redeemable |
$ |
$ |
( |
$ |
( |
|||||||
Weighted average shares outstanding, non-redeemable common stock |
||||||||||||
Basic and diluted net income (loss) per common share, Basic — Non-Redeemable |
$ | ( |
) | $ | $ | ( |
) | |||||
Statement of Operations for the Three Months Ended June 30, 2021 |
||||||||||||
Weighted average shares outstanding common stock subject to redemption |
||||||||||||
Basic and diluted net income (loss) per common share, Basic —Redeemable |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Weighted average shares outstanding, non-redeemable common stock |
( |
) | ||||||||||
Basic and diluted net income (loss) per common share, Basic — Non-Redeemable |
$ | ( |
) | $ | $ | ( |
) | |||||
Statement of Operations for the Six Months Ended June 30, 2021 |
||||||||||||
Weighted average shares outstanding common stock subject to redemption |
||||||||||||
Basic and diluted net income (loss) per common share, Basic—Redeemable |
$ |
$ |
( |
) | $ |
( |
) | |||||
Weighted average shares outstanding, non-redeemable common stock |
( |
) | ||||||||||
Basic and diluted net income (loss) per common share, Basic — Non-Redeemable |
$ |
( |
) | $ |
$ |
( |
) |
Gross proceeds |
$ | |||
Less: |
||||
Common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Common stock subject to possible redemption |
$ |
|||
|
|
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
For the Period from September 28, 2020 (Inception) Through September 30, 2020 |
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Redeemable |
Non-Redeemable |
Redeemable |
Non-Redeemable |
Redeemable |
Non-Redeemable |
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Basic and diluted net loss per common stock |
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Numerator: |
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Allocation of net loss, as adjusted |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
Denominator: |
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Basic and diluted weighted average shares outstanding |
||||||||||||||||||||||||
Basic and diluted net loss per common stock |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
September 30, |
December 31, |
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Description |
Level |
2021 |
2020 |
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Assets: |
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Marketable securities held in Trust Account |
1 | $ | $ | — |
* | Filed herewith. |
** | Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
BETTER THERAPEUTICS, INC. (f/k/a Mountain Crest Acquisition Corp. II) | ||||||
Date: November 22, 2021 | By: | /s/ Kevin Appelbaum | ||||
Name: | Kevin Appelbaum | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: November 22, 2021 | By: | /s/ Mark Heinen | ||||
Name: | Mark Heinen | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin Appelbaum, certify that:
1 | I have reviewed this quarterly report on Form 10-Q of Better Therapeutics, Inc., f/k/a Mountain Crest Acquisition Corp. II; |
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4 | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | (Paragraph omitted); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5 | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 22, 2021
/s/ Kevin Appelbaum |
Kevin Appelbaum |
Chief Executive Officer |
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Heinen, certify that:
1 | I have reviewed this quarterly report on Form 10-Q of Better Therapeutics, Inc., f/k/a Mountain Crest Acquisition Corp. II; |
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4 | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | (Paragraph omitted); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5 | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 22, 2021
/s/ Mark Heinen |
Mark Heinen |
Chief Financial Officer |
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Better Therapeutics, Inc., f/k/a Mountain Crest Acquisition Corp. II (the Company) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Kevin Appelbaum, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1 | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2 | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: November 22, 2021
/s/ Kevin Appelbaum |
Kevin Appelbaum |
Chief Executive Officer |
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Better Therapeutics, Inc., f/k/a Mountain Crest Acquisition Corp. II (the Company) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Mark Heinen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1 | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2 | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: November 22, 2021
/s/ Mark Heinen |
Mark Heinen |
Chief Financial Officer |
(Principal Financial and Accounting Officer) |