Item 5.07. Submissions of Matters to a Vote of Security Holders

As previously disclosed, on April 6, 2021, Mountain Crest Acquisition Corp. II (Nasdaq: MCAD) ("MCAD" or the "Company"), a special purpose acquisition company and its wholly owned subsidiary MCAD Merger Sub, Inc. ("Merger Sub") entered into a definitive agreement and plan merger (the "Merger Agreement") with Better Therapeutics, Inc. ("Better Therapeutics") for a proposed business combination (the "Business Combination"), and as amended as of August 30, 2021 and September 27, 2021. Upon closing of the transaction contemplated by the Merger Agreement, Merger Sub will merge with and into Better Therapeutics (the "Merger") with Better Therapeutics surviving the Merger, renamed Better Therapeutics OpCo, Inc., as a wholly owned subsidiary of MCAD. In addition, in connection with the consummation of the Business Combination, MCAD will be renamed "Better Therapeutics, Inc." The combined company after the Business Combination is referred to as the "Combined Company."

On October 27, 2021, at 10:00 a.m., Eastern Time, the Company held a special meeting of its shareholders (the "Special Meeting") at which the shareholders voted on the following proposals, as set forth below, each of which is described in detail in the definitive proxy statement (the "Proxy Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") on October 12, 2021, which was first mailed by the Company to its shareholders on or about October 13, 2021.

As of September 8, 2021, the record date for the Special Meeting, there were 7,557,500 shares of common stock, par value $0.0001 per share (the "Common Stock"), issued and outstanding and entitled to vote at the Special Meeting. There were 5,226,378 shares of Common Stock representing approximately 69.15% of the issued and outstanding shares of Common Stock present in person or represented by proxy at the Special Meeting, constituting a quorum for the Special Meeting. The final voting results for each proposal submitted to the shareholders of the Company at the Special Meeting are included below.

Each of the proposals described below was approved by the Company's shareholders.





PROPOSALS



Proposal 1:

To consider and vote on a proposal to adopt and approve (a) the Agreement and Plan of Merger, dated as of April 6, 2021 and as amended as of August 30, 2021 and September 27, 2021 (the "Merger Agreement"), by and among Mountain Crest Acquisition Corp. II, a Delaware corporation ("MCAD"), MCAD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of MCAD ("Merger Sub"), and Better Therapeutics, Inc., a Delaware corporation ("BTX"), pursuant to which Merger Sub will merge with and into BTX, with BTX surviving the merger as a wholly owned subsidiary of MCAD and (b) such merger and the other transactions contemplated by the Merger Agreement (the "Business Combination") and referred to in the Proxy Statement as the "Business Combination Proposal".





FOR        AGAINST ABSTAIN
5,225,591  587     200










Proposal 2:

To consider and vote on a proposal to adopt the proposed amended and restated certificate of incorporation of MCAD (the "Proposed Certificate of Incorporation") and referred to in the Proxy Statement as the "Charter Amendment Proposal".





FOR        AGAINST ABSTAIN
5,225,591  587     200




Proposal 3:

To consider and vote, on a non-binding advisory basis, on seven separate governance proposals relating to the following material differences between the Current Charter and the Proposed Certificate of Incorporation and collectively referred to in the Proxy Statement as the "Governance Proposal":

(A) to amend the name of MCAD to "Better Therapeutics, Inc." from "Mountain Crest

Acquisition Corp. II" and remove certain provisions related to MCAD's status
     as a special purpose acquisition company that will no longer be relevant
     following the closing of the Business Combination.




FOR        AGAINST ABSTAIN
5,175,591  50,587  200

(B) to increase the authorized shares of (i) Common Stock from 30,000,000 shares


     to 200,000,000 shares and (ii) preferred stock from no shares to 10,000,000
     shares.




FOR        AGAINST ABSTAIN
5,175,185  50,590  603




  (C) require the vote of at least two-thirds of the voting power of the
      outstanding shares of capital stock, rather than a simple majority, to
      adopt, amend or repeal MCAD's bylaws.




FOR        AGAINST ABSTAIN
5,160,786  65,142  450




  (D) require the vote of at least two-thirds of the voting power of the
      outstanding shares of capital stock, rather than a simple majority, to
      remove a director from office.




FOR        AGAINST ABSTAIN
5,175,338  50,590  450




  (E) require the vote of a majority of the voting power of the outstanding shares
      of capital stock, to amend or repeal certain provisions of the Proposed
      Certificate of Incorporation.




FOR        AGAINST ABSTAIN
5,175,341  50,587  450




  (F) require that special meetings of stockholders may only be called by the
      board of directors and not by stockholders, subject to any special rights of
      the holders of preferred stock.




FOR        AGAINST  ABSTAIN
5,122,427  103,751  200

(G) remove the forum selection provision providing for concurrent jurisdiction in


     the Court of Chancery and the federal district court for the District of
     Delaware for claims arising under the Securities Act of 1933 from the
     Proposed Certificate of Incorporation, such that Section 7 of the Combined
     Entity's Bylaws providing for designation of the U.S. federal district courts
     as the exclusive forum for claims arising under the Securities Act of 1933
     will be applicable.




FOR        AGAINST ABSTAIN
5,175,341  50,587  450




Proposal 4:

To consider and vote on a proposal to approve, for purposes of complying with Nasdaq Rules 5635(a) and (b), (i) the issuance of more than 20% of the issued and outstanding MCAD common stock, $0.0001 par value (the "Common Stock"), and the resulting change in control in connection with the Business Combination and (ii) for the purposes of complying with Nasdaq Rules 5635(d) the issuance of more than 20% of the issued and outstanding Common Stock in the PIPE Investment (as defined in the accompanying proxy statement/prospectus), upon the completion of the Business Combination and referred to in the Proxy Statement as the "Nasdaq Proposal".





FOR        AGAINST ABSTAIN
5,225,338  590     450




Proposal 5:

To consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination David Perry, Kevin Appelbaum, Richard Carmona, Suying Liu, Andy Armanino, Geoffrey Parker and Risa Lavizzo-Mourey to serve on MCAD's Board of Directors and referred to in the Proxy Statement as the "Directors Proposal".





 Director Nominee      FOR     WITHHOLD
    David Perry     5,225,791    587
  Kevin Appelbaum   5,225,788    590
  Richard Carmona   5,225,788    590
    Suying Liu      5,225,788    590
   Andy Armanino    5,225,788    590
  Geoffrey Parker   5,225,791    587
Risa Lavizzo-Mourey 5,225,788    590




Proposal 6:

To consider and vote on a proposal to approve the 2021 Stock Option and Incentive Plan (the "2021 Plan") in connection with the Business Combination and referred to in the Proxy Statement as the "2021 Plan Proposal".





FOR        AGAINST ABSTAIN
5,225,688  690     0










Proposal 7:

To consider and vote on a proposal to approve the 2021 Employee Stock Purchase Plan (the "2021 ESPP"), in connection with the Business Combination and referred to in the Proxy Statement as the "2021 ESPP Proposal".





FOR        AGAINST ABSTAIN
5,225,488  690     200


Item 8.01. Other Events

On October 27, 2021, the Company issued a press release announcing shareholder approval of the Business Combination at the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits






Exhibit No.    Description

   99.1         Press Release, dated October 27, 2021
    104       Cover Page Interactive Data File, formatted in Inline Extensible
              Business Reporting Language (iXBRL)

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