MCAD Stockholders Litigation - Frequently Asked Questions

What Is the Purpose of the Notice?

The purpose of the Notice is to notify Class Members of the existence of the Action and the terms of the proposed Settlement with the Defendants. The Notice is also being sent to inform Class Members of a hearing that the Court has scheduled to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation for the Settlement proceeds, and the application by Plaintiffs’ Counsel for a Fee and Expense Award in connection with the Settlement (the “Settlement Hearing”). See "When and Where Will the Settlement Hearing Be Held?" FAQ 11 below for details about the Settlement Hearing, including the location, date, and time of the hearing.

The Court directed that the Notice be mailed to you because you may be a member of the Class. The Court has directed us to send you the Notice because, as a Class Member, you have a right to know about your options before the Court rules on the proposed Settlement. Additionally, you have the right to understand how the Action and the proposed Settlement generally affect your legal rights. Please Note: the Court may approve the proposed Settlement with such modifications as the Settling Parties may agree to, if appropriate, without further notice to the Class

The issuance of the Notice is not an expression by the Court of any findings of fact or any opinion concerning the merits of any claim in the Action, and the Court has not yet decided whether to approve the Settlement. If the Court approves the Settlement, then payments to Eligible Class Members (defined in paragraph 21, below) will be made after any appeals are resolved.

PLEASE NOTE: Receipt of the Notice does not mean that you are a Class Member or an Eligible Class Member or that you will be entitled to receive a payment from the Settlement.

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What Is This Case About?

The following recitation does not constitute findings of the court. The court has made no findings with respect to the following matters, and these recitations should not be understood as an expression of any opinion of the court as to the merits of any of the claims or defenses raised by any of the parties.

Factual Background

On July 31, 2020, Mountain Crest Acquisition Corp II. (“MCAD” or the “Company”), a special purpose acquisition company, was incorporated as a Delaware corporation.

On January 8, 2021, MCAD consummated its initial public offering (“IPO”) of 5.75 million units (“Units”). MCAD sold five million Units to public investors for $10 per unit, raising proceeds totaling $50 million. Certain underwriters exercised an over-allotment option at a price of $10.00 per Unit for an additional $7.5 million, generating gross proceeds of $57.5 million. Each Unit consisted of one share of MCAD common stock (“Common Stock”) and one right to receive, at no cost, one-tenth of a share of Common Stock upon consummation of a merger.

Concurrent with the IPO, MCAD sold 185,000 private placement units to the Sponsor and Chardan Capital Markets, LLC, generating gross proceeds of $1,850,000, which would be used for the initial underwriting fee for MCAD’s IPO and for the minimal operating expenses between the time of the IPO and MCAD’s eventual merger with a target company.

The funds raised from the IPO were placed in a trust account, and public stockholders had the right to redeem all or a portion of their shares of Common Stock at a per-share price, payable in cash, equal to their pro rata share of the aggregate amount on deposit in the trust account, upon the occurrence of certain events.

On April 7, 2021, MCAD announced that it had entered into an Agreement and Plan of Merger (as defined below, the “de-SPAC Transaction”) with (i) its wholly-owned subsidiary, MCAD Merger Sub Inc. (“Merger Sub”); and (ii) Better Therapeutics, Inc. (“Legacy Better Therapeutics”), pursuant to which (a) Merger Sub would merge with and into Legacy Better Therapeutics, with Legacy Better Therapeutics surviving the first merger and becoming a wholly-owned subsidiary of the Company, and (b) immediately thereafter, the Company would change its name to Better Therapeutics, Inc. (“New Better Therapeutics”).

On October 12, 2021, MCAD filed a definitive proxy statement/prospectus pursuant to Rule 424(b)(3) of the Securities Act of 1933 (“1933 Act”) with the United States Securities and Exchange Commission relating to the de-SPAC Transaction (such proxy statement together with any preliminary filings, as well as any amendments or supplements thereto, the “Merger Proxy”). The Merger Proxy informed stockholders of a special meeting to be held on October 27, 2021 (the “Special Meeting”), at which stockholders would vote whether to approve the de-SPAC Transaction. The Merger Proxy also informed stockholders that the deadline for them to redeem their shares in connection with the de-SPAC Transaction was October 25, 2021 (the “Redemption Deadline”).

Prior to the Special Meeting, the holders of 4,826,260 shares of MCAD Common Stock (the “Redeeming Stockholders”) exercised their right to redeem those shares, and, concurrent with the consummation of the de-SPAC Transaction, the Redeeming Stockholders received approximately $48.27 million.

On October 27, 2021, MCAD stockholders voted to approve the de-SPAC Transaction.

On October 28, 2021, the de-SPAC Transaction closed, and MCAD was renamed Better Therapeutics, Inc.

On April 28, 2023, Plaintiff commenced an action against Defendants, on behalf of himself and similarly situated current and former Company stockholders, by filing a Verified Class Action Complaint in the Court of Chancery of the State of Delaware (the “Court”), bearing the caption Solak v. Mountain Crest Capital Corp., C.A. No. 2023-0469 (the “Complaint”) (Trans. ID 69917426). The Complaint alleges claims against the Defendants for breach of fiduciary duty as directors, officers, and/or controllers of MCAD, as well as unjust enrichment in connection with the de-SPAC Transaction. On December 4, 2023, Defendants filed a Motion to Dismiss (Trans. ID 71537193), which was fully briefed and submitted to the Court for decision following argument on June 12, 2024.

On October 18, 2024, the Court issued a Memorandum Opinion denying the Defendants’ Motion to Dismiss. Following arm’s-length negotiations, the Stipulation (together with the Exhibits hereto) has been duly executed by the signatories on behalf of their respective clients, and it reflects the final and binding agreement between the Parties.

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How Do I Know If I Am Affected by The Settlement?

If you are a member of the Class, you are subject to the Settlement. The Class preliminary certified by the Court solely for purposes of the Settlement consists of:

All record and beneficial holders of Better Therapeutics, Inc. f/k/a Mountain Crest Acquisition Corp. II (“MCAD” or the “Company”) common stock who held such shares between the close of business on September 7, 2021 and October 28, 2021 (the “Class Period”), but excluding the Excluded Persons (as defined in the Stipulation and the Notice) (the “Class”).

PLEASE NOTE: The Class is a non-opt-out settlement class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.

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What Are the Terms of The Settlement?

In consideration for the full and final release, settlement, dismissal, and discharge of any and all of the Released Claims against the Released Parties, the Parties have agreed to the following:

The Settlement Payment:

Within five (5) business days after execution of the Stipulation, Plaintiff’s Counsel shall provide complete wire transfer information, instructions, as well as a completed Form W-9, and the name and telephone number of a person with knowledge who verbally can confirm the wiring instructions, to Defendants’ Counsel on behalf of the Defendants.
No later than fifteen (15) business days after final approval of the Settlement by the Court and Defendants’ receipt of the information provided pursuant to paragraph II.B.i above, whichever occurs last, Defendants shall cause the insurance carrier or individually pay any further amount in all events totaling the Settlement Amount into the Escrow Account.
Payment of the Settlement Amount shall be made by wire transfer into the Escrow Account; payment shall not be made by check.

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What Are the Settling Parties’ Reasons for The Settlement?

Based upon their investigation and prosecution of the Action, Plaintiff and Plaintiff’s Counsel believe that the claims asserted have merit, but also believe that the Settlement set forth herein provides substantial and immediate benefits for the Class. In addition to these substantial benefits, Plaintiff and Plaintiff’s Counsel have considered: (i) the attendant risks of continued litigation and the uncertainty of the outcome of the Action; (ii) the probability of success on the merits; (iii) the inherent problems of proof associated with, and possible defenses to, the claims asserted in the Action; (iv) the desirability of permitting the Settlement to be consummated according to its terms; (v) the expense and length of continued proceedings necessary to prosecute the Action through trial and appeals; and (vi) the conclusion of Plaintiff and Plaintiff’s Counsel that the terms and conditions of the Settlement and this Stipulation are fair, reasonable, and adequate, and that it is in the best interests of the Class to settle the claims asserted in the Action on the terms set forth herein. The Settlement and this Stipulation shall in no event be construed as, or deemed to be, evidence of a concession by Plaintiff of any infirmity in the claims asserted in the Action.

Based on Plaintiff’s Counsel’s thorough review and analysis of the relevant facts, allegations, defenses, and controlling legal principles, Plaintiff’s Counsel believes that the Settlement set forth in the Stipulation is fair, reasonable, and adequate and confers substantial benefits upon the Class. Based upon his direct oversight of the prosecution of the claims in this Action, as well as evaluation and input from Plaintiff’s Counsel, Plaintiff has determined that the Settlement is in the best interests of the Class and has agreed to the terms and conditions set forth in the Stipulation.

Defendants deny any and all allegations of wrongdoing, fault, liability, or damages with respect to Released Plaintiff’s Claims (defined in Paragraph 34 of the stipulation), including, but not limited to, any allegations that Defendants have committed any violations of law or breach of any duty owed to MCAD stockholders, that the de-SPAC Transaction were not entirely fair to, or in the best interests of, MCAD stockholders, that Defendants have acted improperly in any way, that Defendants have any liability or owe any damages of any kind to Plaintiff and/or the Class, and/or that Defendants were unjustly enriched as a result of the de-SPAC Transaction. Defendants maintain that their conduct was at all times proper, in the best interests of MCAD and its stockholders, and in compliance with applicable law. Defendants also deny that the Company’s stockholders were harmed by any conduct of Defendants that was alleged, or that could have been alleged, in the Action. Each of the Defendants asserts that, at all relevant times, such Defendant acted in good faith and in a manner believed to be in the best interests of MCAD and all of its stockholders.

Nevertheless, Defendants have determined to enter into the Settlement on the terms and conditions set forth in this Stipulation solely to put Released Plaintiff’s Claims to rest, finally and forever, without in any way acknowledging any wrongdoing, fault, liability, or damages. For the avoidance of doubt, nothing in this Stipulation or the Settlement shall be construed as an admission by Defendants of any wrongdoing, fault, liability, or damages whatsoever.

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How Much Will My Payment from The Settlement Be?

Please Note: If you are eligible to receive a payment from the Net Settlement Fund, you do not have to submit a claim form in order to receive your payment.

If the Settlement is approved by the Court and the Effective Date of the Settlement occurs, the Net Settlement Fund (that is, the Settlement Amount plus any interest accrued thereon after its deposit in the Escrow Account less (i) any Taxes or Tax Expenses, (ii) any Administration Costs or Notice Costs, (iii) any Fee and Expense Award awarded by the Court, and (iv) any other costs or fees approved by the Court) will be distributed in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

Refer to the Notice for more information.

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How Will I Receive My Payment?

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired. Approval of the Settlement is independent from approval of a plan of allocation. Any determination with respect to a plan of allocation will not affect the Settlement, if approved.

The Court may approve the plan of allocation as proposed, or it may modify the plan of allocation without further notice to the Class. Any Orders regarding any modification of the plan of allocation will be posted on this website.

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What Will Happen If the Settlement Is Approved?

If the Settlement is approved, the Court will enter an Order and Final Judgment (the “Order and Final Judgment”). Pursuant to the Order and Final Judgment, the claims asserted against Defendants in the Action will be dismissed with prejudice and the following releases will occur:

Release of Claims by Plaintiff and the Class: Upon the Effective Date, Plaintiff and each and every Class Member, on behalf of themselves and any and all of their respective successors-in-interest, successors, predecessors-in-interest, predecessors, representatives, trustees, executors, administrators, estates, heirs, assigns, and transferees, immediate and remote, and any Person acting for or on behalf of, or claiming under, any of them, and each of them, together with their predecessors-in-interest, predecessors, successors-in-interest, successors, and assigns, each of the foregoing in their capacities as such only, shall have fully, finally, and forever released, settled, and discharged Released Defendant Parties and Released Company Parties from and with respect to every one of Released Plaintiff’s Claims, and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any of Released Plaintiff’s Claims against any of Released Defendant Parties and Released Company Parties.

Released Defendant Parties: “Released Defendant Parties” means Defendants, Defendants’ Counsel, and the Company, as well as each of their respective current and former directors, officers, employees, employers, parent entities, controlling persons, owners, members, principals, affiliates, subsidiaries, managers, managing members, partners, limited partners, general partners, stockholders, representatives, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, agents, heirs, executors, trustees, personal representatives, estates, administrators, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, insurers, reinsurers, immediate family members, beneficiaries, advisors, counsel, representatives, and any entity under the control of Defendants or any one of the Defendants.

Refer to the Notice for more information.

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What Claims Will the Settlement Release?

If the Settlement is approved, the Court will enter an Order and Final Judgment (the “Order and Final Judgment”). Pursuant to the Order and Final Judgment, the claims asserted against Defendants in the Action will be dismissed with prejudice and the following releases will occur:

Release of Claims by Plaintiff and the Class: Upon the Effective Date, Plaintiff and each and every Class Member, on behalf of themselves and any and all of their respective successors-in-interest, successors, predecessors- in-interest, predecessors, representatives, trustees, executors, administrators, estates, heirs, assigns, and transferees, immediate and remote, and any Person acting for or on behalf of, or claiming under, any of them, and each of them, together with their predecessors-in-interest, predecessors, successors-in-interest, successors, and assigns, each of the foregoing in their capacities as such only, shall have fully, finally, and forever released, settled, and discharged Released Defendant Parties and Released Company Parties from and with respect to every one of Released Plaintiff’s Claims, and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any of Released Plaintiff’s Claims against any of Released Defendant Parties and Released Company Parties.
Release of Claims by Defendants and the Company: Upon the Effective Date, Defendants and the Company, on behalf of themselves and any and all of their respective successors-in-interest, successors, predecessors-in-interest, predecessors, representatives, trustees, executors, administrators, estates, heirs, assigns, and transferees, immediate and remote, and any Person acting for or on behalf of, or claiming under, any of them, and each of them, together with their predecessors-in-interest, predecessors, successors-in-interest, successors, and assigns, each of the foregoing in their capacities as such only, shall have fully, finally, and forever released, settled, and discharged Released Plaintiff Parties from and with respect to every one of Released Defendants’ Claims and Released Company Claims, and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any of Released Defendants’ Claims or Released Company Claims against any of Released Plaintiff Parties.

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How Will Plaintiffs’ Counsel Be Paid?

Plaintiff’s Counsel have not received any payment for their services in pursuing claims in the Action on behalf of the Class, nor have Plaintiff’s Counsel been paid for their litigation expenses incurred in connection with the Action. Before final approval of the Settlement, Plaintiff’s Counsel will apply to the Court for an award of fees and expenses to be paid from the Settlement Fund and approved by the Court in accordance with the Settlement, in full satisfaction of any and all claims for attorneys’ fees or expenses that have been, could be, or could have been asserted by Plaintiff’s Counsel or any other counsel for any Class Member (the “Fee and Expense Award”). Plaintiff’s Counsel will seek a Fee and Expense Award consisting of attorneys’ fees in an amount not to exceed $400,000, inclusive of litigation expenses. The Court will determine the amount of the Fee and Expense Award. The Fee and Expense Award will be paid solely from (and out of) the Settlement Fund in accordance with the terms of the Stipulation. Class Members are not personally liable for any such fees or expenses.

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When And Where Will the Settlement Hearing Be Held?

The Settlement Hearing will be held on October 24, 2025, at 1:30 p.m., before The Honorable Bonnie W. David, Chancellor, either in person at the Court of Chancery of the State of Delaware, 34 The Circle, Georgetown, Delaware, 19947, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the Class, and whether Plaintiff should be finally appointed as Class representatives for the Class and Plaintiff’s Counsel should be finally appointed as Class counsel for the Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Class and in the best interests of the Class; (iv) determine whether the claims in the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Plaintiff’s Counsel out of the Settlement Fund; (viii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for a Fee and Expense Award; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement.

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Do I Have to Come to The Hearing?

Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the Settlement Hearing. Class Members can recover from the Settlement without attending the Settlement Hearing.

Please Note: The date and time of the Settlement Hearing may change without further written notice to Class Members. In addition, the Court may decide to conduct the Settlement Hearing remotely by telephone or videoconference, or otherwise allow Class Members to appear at the hearing remotely by phone or video, without further written notice to Class Members. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate remotely by phone or video, it is important that you monitor the Court’s docket and this website, before making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing, or updates regarding in-person or remote appearances at the hearing, will be posted to this website. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing remotely by telephone or videoconference, the information needed to access the conference will be posted to this website.

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May I Speak at The Hearing If I Don’t Like the Settlement?

Any Class Member may file a written objection to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for the Fee and Expense Award (an “Objector”); provided, however, that no Objector shall be heard or entitled to object unless on or before October 09, 2025, such person (1) files their written objection, together with copies of all other papers and briefs supporting the objection specified in Paragraph 41 below, with the Register in Chancery at the address set forth below; (2) serves such papers (electronically by File & ServeXpress, by hand, by first class U.S. mail, or by express service) on Plaintiff’s Counsel and Defendants’ Counsel at the addresses set forth below; and (3) emails a copy of the written objection to the below email addresses for Plaintiff’s Counsel and Defendants’ Counsel.

REGISTER IN CHANCERY	PLAINTIFFS’ COUNSEL	DEFENDANTS' COUNSEL
Register in Chancery Court of Chancery Courthouse 34 The Circle Georgetown, Delaware 19947	Jeffrey M. Norton, Esquire Newman Ferrara LLP 1140 Avenue of the Americas, 10th Floor New York, New York 10036 jnorton@nfllp.com	Andrew H. Sauder, Esquire Dailey LLP 1201 N. Orange St., Suite 7300 Wilmington, Delaware 19801 asauder@daileyllp.com

Refer to the Notice for more information.

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Can I See the Court File?

This Notice contains only a summary of the terms of the proposed Settlement. For more detailed information about the matters involved in the Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Register in Chancery in the Court of Chancery Courthouse, 34 The Circle, Georgetown, Delaware, 19947. Additionally, copies of the Stipulation, the Complaint, and any related orders entered by the Court will be posted on this website. If you have questions regarding the Settlement, you may contact the Settlement Administrator:

MCAD Stockholders Litigation,
c/o Epiq Systems, Inc.,
PO Box 2359,
Portland, Oregon 97208-2359,
(888) 873-5913;

or Plaintiff’s Counsel:

Jeffrey M. Norton, Esq.,
Newman Ferrara LLP,
1140 Avenue of the Americas,
10th Floor,
New York, New York 10036,
(212) 619-5400,
jnorton@nfllp.com

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Whom Should I Contact If I Have Questions?

If you have questions regarding the Settlement, you may contact the Settlement Administrator at the address below:

MCAD Stockholders Litigation
c/o Epiq Systems, Inc.
PO Box 2359
Portland, OR 97208-2359

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What If I Held Shares On Someone Else’s Behalf?

If you are a broker or other nominee that held MCAD common stock at any time during the Class Period for the beneficial interest of persons or entities other than yourself, you are requested, within seven (7) calendar days of receipt of this Notice, to either: (i) request from the Settlement Administrator sufficient copies of this Notice to forward to all such beneficial owners, and within seven (7) calendar days of receipt of those Notices forward them to all such beneficial owners; or (ii) provide a list of the names, addresses, and, if available, email addresses of all such beneficial owners to the Settlement Administrator at:

MCAD Stockholders Litigation
c/o Epiq Systems, Inc.
PO Box 2359
Portland, OR 97208-2359

If you choose the second option, the Settlement Administrator will send a copy of the Notice to the beneficial owners. Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred by providing the Settlement Administrator with proper documentation supporting the expenses for which reimbursement is sought. A copy of this Notice may also be obtained from this website, or by calling the Settlement Administrator at (888) 873-5913.

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What if I have a change in address?

To assist the Court and the parties in maintaining accurate lists of Class Members, you are requested to mail notice of any changes in your address to the following address:

MCAD Stockholders Litigation
c/o Epiq Systems, Inc.
PO Box 2359
Portland, OR 97208-2359

If the Notice was forwarded to you by the U.S. Postal Service, or if it was otherwise sent to you at an address that is not current, you should immediately contact the Notice Administrator, Epiq Systems, Inc., at the address above or at 1- 888-873-5913 (toll-free) and provide them with your correct address. If the Notice Administrator does not have your correct address, you may not receive notice of important developments in this Action.

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Where can I find additional information?

This website gives only a summary of the lawsuit and the claims asserted by Class Representatives. For more detailed information regarding the Action, you may review the court documents on the Important Documents page of this website or contact Class Counsel.

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