| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BTTX | Common Stock | 51,536 | 28 Oct 2021 | Direct | ||||||
| holding | BTTX | Common Stock | 10,164,015 | 28 Oct 2021 | By David P. Perry 2015 Trust | F1, F2, F3 | |||||
| holding | BTTX | Common Stock | 293,150 | 28 Oct 2021 | By spouse | F1, F2, F4 | |||||
| holding | BTTX | Common Stock | 21,336 | 28 Oct 2021 | By Pensus Limited Trust | F1, F2, F5 | |||||
| holding | BTTX | Common Stock | 200,000 | 28 Oct 2021 | By David P. Perry 2015 Trust | F3, F6 | |||||
| holding | BTTX | Common Stock | 100,000 | 28 Oct 2021 | By David P. Perry 2015 Trust | F3, F7 |
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated April 6, 2021, as amended (the "Merger Agreement"), by and among Mountain Crest Acquisition Corp. II ("Issuer"), MCAD Merger Sub Inc. ("Merger Sub") and Better Therapeutics, Inc. ("BTX"), on October 28, 2021, Merger Sub merged with and into BTX, with BTX surviving the merger as a wholly-owned subsidiary of Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination"). |
| F2 | At the effective time of the Business Combination (the "Effective Time"), each share of BTX common stock (including shares of BTX common stock resulting from the conversion of BTX preferred stock and BTX Simple Agreements for Future Equity) was converted into a right to receive the number of shares of Issuer common stock equal to the product of the number of shares of BTX common stock and 0.9475 (the "Exchange Ratio"), with fractional shares rounded to the nearest whole share. Issuer subsequently changed its name to Better Therapeutics, Inc. |
| F3 | These shares are owned directly by the David P. Perry 2015 Trust (the "Perry Trust"), a ten percent owner of Issuer, and indirectly by David P. Perry as trustee of the Perry Trust. Mr. Perry is an officer, director and ten percent owner of Issuer. |
| F4 | These shares are owned directly by Mr. Perry's spouse, Georgianna Maule-Ffinch. |
| F5 | These shares are owned directly by Donald R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 FBO Georgianna Maule-Ffinch (the "Pensus Limited Trust") for the benefit of Georgianna Maule-Ffinch. |
| F6 | These shares were acquired pursuant to a stock purchase agreement by and between Issuer, Mountain Crest Capital LLC and the Perry Trust, whereby Mountain Crest Capital LLC transferred such shares to the Perry Trust at the Effective Time. |
| F7 | On April 6, 2021, Issuer entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of Issuer common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination. As one of the PIPE Investors, on April 6, 2021, the Perry Trust acquired 100,000 shares of Issuer common stock for $10.00 per share. |
Executive Chairman of the Board of Directors Exhibit 24 - Power of Attorney