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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Better Therapeutics Inc | NASDAQ:BTTX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0446 | 0.046 | 0.0462 | 0 | 01:00:00 |
☒ |
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
|
Delaware
|
85-3472546
|
|||
(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
|
||
Common Stock
|
BTTX
|
The Nasdaq Stock Market LLC
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
September 30,
2021
|
December 31,
2020
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$ | 248,460 | $ | 24,764 | ||||
Prepaid expenses
|
43,250 | — | ||||||
|
|
|
|
|||||
Total Current Assets
|
291,710 | 24,764 | ||||||
Deferred offering costs
|
— | 61,894 | ||||||
Marketable securities held in Trust Account
|
57,506,681 | — | ||||||
|
|
|
|
|||||
Total Assets
|
$
|
57,798,391
|
|
$
|
86,658
|
|
||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 244,568 | $ | 1,450 | ||||
Promissory note – related party
|
— | 61,894 | ||||||
|
|
|
|
|||||
Total Current Liabilities
|
244,568 | 63,344 | ||||||
Deferred underwriting fee payable
|
2,012,500 | — | ||||||
|
|
|
|
|||||
Total Liabilities
|
|
2,257,068
|
|
|
63,344
|
|
||
|
|
|
|
|||||
Commitments
|
||||||||
Common stock subject to possible redemption 5,750,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively
|
57,500,000 | — | ||||||
Stockholders’ (Deficit) Equity
|
||||||||
Common stock, $0.0001 par value; 30,000,000 shares authorized, and 1,807,500 and 1,437,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
(1)
(excluding 5,750,000 shares subject to possible redemption at September 30, 2021)
|
181 | 144 | ||||||
Additional paid in capital
|
— | 24,856 | ||||||
Accumulated deficit
|
(1,958,858 | ) | (1,686 | ) | ||||
|
|
|
|
|||||
Total Stockholders’ (Deficit) Equity
|
|
(1,958,677
|
)
|
|
23,314
|
|
||
|
|
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
$
|
57,798,391
|
|
$
|
86,658
|
|
||
|
|
|
|
(1) |
At December 31, 2020, shares issued and outstanding included up 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6).
|
|
|
Three Months
Ended
September 30,
2021
|
|
|
Nine Months
Ended
September 30,
2021
|
|
|
For the Period
from July 31,
2020
(Inception)
Through
September 30,
2020
|
|
|||
General and administrative expenses
|
$ | 240,394 | $ | 557,079 | $ | 1,000 | ||||||
|
|
|
|
|
|
|||||||
Loss from operations
|
|
(240,394
|
)
|
|
(557,079
|
)
|
|
(1,000
|
)
|
|||
|
|
|
|
|
|
|||||||
Other income
|
||||||||||||
Interest earned on marketable securities held in Trust Account
|
1,450 | 6,681 | — | |||||||||
|
|
|
|
|
|
|||||||
Other income
|
1,450 | $ | 6,681 | — | ||||||||
|
|
|
|
|
|
|||||||
Net loss
|
$
|
(238,944
|
)
|
$
|
(550,398
|
)
|
$
|
(1,000
|
)
|
|||
|
|
|
|
|
|
|||||||
Basic and diluted weighted average shares outstanding common stock, Redeemable
|
5,750,000 |
|
5,491,758 | 1,250,000 | ||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net loss per share, Common stock, Redeemable
|
$
|
(0.03
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.00
|
)
|
|
Basic and diluted weighted average shares outstanding common stock, Non-redeemable
|
|
|
1,807,500
|
|
|
|
1,782,885
|
|
|
|
—
|
|
Basic and diluted net loss per share, Common stock
|
|
$
|
(0.03
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
Additional
|
Total
|
|||||||||||||||||||
Common Stock
|
Paid in
|
Accumulated
|
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||
Balance — December 31, 2020
|
|
1,437,500
|
|
$
|
144
|
|
$
|
24,856
|
|
$
|
(1,686
|
)
|
$
|
23,314
|
|
|||||
Sale of 200,000 Private Units
|
200,000 | 20 | 1,999,980 | — | 2,000,000 | |||||||||||||||
Issuance of Representative Shares
|
170,000 | 17 | 1,699,983 | — | 1,700,000 | |||||||||||||||
Accretion for common stock to redemption amount
|
— | — | (3,724,819 | ) | (1,406,774 | ) | (5,131,593 | ) | ||||||||||||
Net loss
|
— | — | — | (147,635 | ) | (147,635 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — March 31, 2021, as restated
|
|
1,807,500
|
|
$
|
181
|
|
$
|
—
|
|
$
|
(1,556,095
|
)
|
$
|
(1,555,914
|
)
|
|||||
Net loss
|
— | — | — | (163,819 | ) | (163,819 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – June 30, 2021, as restated
|
|
1,807,500
|
|
$
|
181
|
|
$
|
—
|
|
|
$(1,719,914)
|
|
|
$(1,719,733)
|
|
|||||
Net loss
|
— | — | — | (238,944 | ) | (238,944 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – September 30, 2021
|
|
1,807,500
|
|
$
|
181
|
|
$
|
—
|
|
$
|
(1,958,858
|
)
|
$
|
(1,958,677
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|||||
|
|
Common Stock
|
|
|
Paid in
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance — July 31, 2020 (Inception)
|
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
Net loss
|
— | — | — | (1,000 | ) | (1,000 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – September 30, 2020
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,000
|
)
|
|
$
|
(1,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
Ended
September 30,
|
For the Period
from July 31, 2020 (Inception) through
September 30,
|
|||||||
2021
|
2020
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$ | (550,398 | ) | $ | (1,000 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(6,681 | ) | — | |||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(43,250 | ) | — | |||||
Accounts payable and accrued expenses
|
243,118 | — | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
(357,211
|
)
|
(1,000 | ) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash into Trust Account
|
(57,500,000 | ) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities
|
(57,500,000
|
)
|
— | |||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts paid
|
56,350,000 | — | ||||||
Proceeds from sale of Private Units
|
2,000,000 | — | ||||||
Repayment of promissory note - related party
|
(61,894 | ) | — | |||||
Payment of offering costs
|
(207,199 | ) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities
|
58,080,907
|
— | ||||||
Net Change in Cash
|
|
223,696
|
|
— | ||||
Cash – Beginning
|
24,764 | — | ||||||
|
|
|
|
|||||
Cash – Ending
|
$ |
248,460
|
|
$ | — | |||
|
|
|
|
|||||
Non-cash
investing and financing activities:
|
||||||||
Issuance of Representative Shares
|
$ | 1,700,000 | $ | — | ||||
|
|
|
|
|||||
Initial classification of common stock subject to possible redemption
|
$ |
57,500,000
|
$ | — | ||||
|
|
|
|
|||||
Deferred underwriting fee payable
|
$ | 2,012,500 | $ | — | ||||
|
|
|
|
Balance Sheet as of January 12, 2021 (audited)
|
As Previously
Reported
|
Adjustment
|
As Restated
|
|||||||||
Common stock subject to possible redemption
|
$ | 43,854,220 | $ | 6,145,780 | $ | 50,000,000 | ||||||
Common stock
|
$ | 241 | $ | (60 | ) | $ | 181 | |||||
Additional
paid-in
capital
|
$ | 5,001,446 | $ | (5,001,446 | ) | $ | — | |||||
Accumulated deficit
|
$ | — | $ | (1,144,273 | ) | $ | (1,144,273 | ) | ||||
Total Stockholders’ (Deficit) Equity
|
$ | 5,001,687 | $ | (6,145,779 | ) | $ | (1,144,092 | ) | ||||
Balance Sheet as of March 31, 2021 (Unaudited)
|
||||||||||||
Common stock subject to possible redemption
|
$ | 50,944,084 | $ | 6,555,916 | $ | 57,500,000 | ||||||
Common Stock
|
$ | 246 | $ | (65 | ) | $ | 181 | |||||
Additional paid-in capital
|
$ | 5,149,077 | $ | (5,149,077 | ) | $ | — | |||||
Accumulated deficit
|
$ | (149,321 | ) | $ | (1,406,774 | ) | $ | (1,556,095 | ) | |||
Total Stockholders’ (Deficit) Equity
|
$ | 5,000,002 | $ | (6,555,916 | ) | $ | (1,555,914 | ) | ||||
Balance Sheet as of June 30, 2021 (Unaudited)
|
||||||||||||
Common stock subject to possible redemption
|
$ | 50,780,263 | $ | 6,719,737 | $ | 57,500,000 | ||||||
Common Stock
|
$ | 247 | $ | (66 | ) | $ | 181 | |||||
Additional paid-in capital
|
$ | 5,312,897 | $ | (5,312,897 | ) | $ | — | |||||
Accumulated deficit
|
$ | (313,140 | ) | $ | (1,406,774 | ) | $ | (1,719,914 | ) | |||
Total Stockholders’ (Deficit) Equity
|
$ | 5,000,004 | $ | (6,719,737 | ) | $ | (1,719,733 | ) | ||||
Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the
Three Months Ended March 31, 2021 (Unaudited) |
||||||||||||
Sale of 5,750,000, net of underwriting discounts and offering expenses
|
$ | 52,368,407 | $ | (52,368,407 | ) | $ | — | |||||
Change in value of common stock subject to redemption
|
$ | (50,944,084 | ) | $ | 50,944,084 | $ | — | |||||
Accretion for common stock to redemption amount
|
$ | — | $ | (5,131,593 | ) | $ | (5,131,593 | ) | ||||
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
|
$ | (163,821 | ) | $ | 163,821 | $ | — | |||||
Statement of Cash Flows for the Three Months Ended March 31, 2021
(Unaudited) |
||||||||||||
Initial classification of common stock subject to possible redemption
|
$ | 51,091,720 | $ | 6,408,280 | $ | 57,500,000 | ||||||
Change in value of common stock subject to redemption
|
$ | (147,636 | ) | $ | 147,636 | $ | — | |||||
Statement of Cash Flows for the Six Months Ended June 30, 2021
(Unaudited) |
||||||||||||
Initial classification of common stock subject to possible redemption
|
$ | 51,091,720 | $ | 6,408,280 | $ | 57,500,000 | ||||||
Change in value of common stock subject to redemption
|
$ | (311,457 | ) | $ | 311,457 | $ | — |
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
|
5,090,614 | (123,948 | ) | 4,966,667 | ||||||||
Basic and diluted net income (loss) per common share, Basic —Redeemable
|
|
$
|
—
|
|
|
$
|
(0.02 )
|
|
|
$
|
(0.02 )
|
|
Weighted average shares outstanding, non-redeemable common stock
|
2,310,301 | 577,468 | 1,732,833 | |||||||||
Basic and diluted net income (loss) per common share, Basic —
Non-Redeemable
|
$ | (0.06 | ) | $ | 0.04 | $ | (0.02 | ) | ||||
Statement of Operations for the Three Months Ended June 30, 2021
|
||||||||||||
Weighted average shares outstanding common stock subject to redemption
|
5,094,072 | 655,928 | 5,750,000 | |||||||||
Basic and diluted net income (loss) per common share, Basic —Redeemable
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Weighted average shares outstanding,
non-redeemable
common stock
|
2,463,428 | (655,928 | ) | 1,807,500 | ||||||||
Basic and diluted net income (loss) per common share, Basic —
Non-Redeemable
|
$ | (0.07 | ) | $ | 0.05 | $ | (0.02 | ) | ||||
Statement of Operations for the Six Months Ended June 30, 2021
|
||||||||||||
Weighted average shares outstanding common stock subject to redemption
|
5,092,476 | 268,021 | 5,360,497 | |||||||||
Basic and diluted net income (loss) per common share, Basic—Redeemable
|
$
|
— |
$
|
(0.04 | ) |
$
|
(0.04 | ) | ||||
Weighted average shares outstanding, non-redeemable common stock
|
2,387,287 | (616,914 | ) | 1,770,373 | ||||||||
Basic and diluted net income (loss) per common share, Basic —
Non-Redeemable
|
$
|
(0.13 | ) |
$
|
0.09 |
$
|
(0.04 | ) |
Gross proceeds
|
$ | 57,500,000 | ||
Less:
|
||||
Common stock issuance costs
|
(5,131,593 | ) | ||
Plus:
|
||||
Accretion of carrying value to redemption value
|
5,131,593 | |||
|
|
|||
Common stock subject to possible redemption
|
$
|
57,500,000
|
|
|
|
|
|
|
Three Months Ended
September 30, 2021 |
|
|
Nine Months Ended
September 30, 2021 |
|
|
For the Period from
September 28, 2020 (Inception) Through September 30, 2020 |
|
|||||||||||||||
|
|
Redeemable
|
|
|
Non-Redeemable
|
|
|
Redeemable
|
|
|
Non-Redeemable
|
|
|
Redeemable
|
|
|
Non-Redeemable
|
|
||||||
Basic and diluted net loss per common stock
|
|
|
|
|
|
|
||||||||||||||||||
Numerator:
|
|
|
|
|
|
|
||||||||||||||||||
Allocation of net loss, as adjusted
|
|
$
|
(181,797
|
)
|
|
$
|
(57,417
|
)
|
|
$
|
(415,505
|
)
|
|
$
|
(134,893
|
)
|
|
$
|
—
|
|
|
$
|
(1,000
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||||||||||||||
Basic and diluted weighted average shares outstanding
|
|
|
5,750,000
|
|
|
|
1,807,500
|
|
|
|
5,491,758
|
|
|
|
1,782,885
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common stock
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
• |
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,
|
|||||||||||
Description
|
Level
|
2021
|
2020
|
|||||||||
Assets:
|
||||||||||||
Marketable securities held in Trust Account
|
1 | $ | 57,506,681 | $ | — |
* |
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) |
1 Year Better Therapeutics Chart |
1 Month Better Therapeutics Chart |
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