Amended Statement of Ownership (sc 13g/a)
April 13 2023 - 3:44PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. 1)*
Better
Therapeutics, Inc. (f/k/a Mountain Crest Acquisition Corp. II)
(Name of Issuer)
Common
Stock, par value $0.0001 per Share
(Title
of Class of Securities)
08773T104
(CUSIP Number)
April
10, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1 |
NAME
OF REPORTING PERSON
Mountain
Crest Capital LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON |
5 |
SOLE VOTING POWER
1,388,250 |
6 |
SHARED VOTING POWER
-0- |
7 |
SOLE DISPOSITIVE POWER
1,388,250 |
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,388,250 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%(1) |
12 |
TYPE
OF REPORTING PERSON*
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSON
Dong
Liu |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON |
5 |
SOLE VOTING POWER
1,388,250 |
6 |
SHARED VOTING POWER
-0- |
7 |
SOLE DISPOSITIVE POWER
1,388,250 |
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,388,250 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%(1) |
12 |
TYPE
OF REPORTING PERSON*
IN |
|
|
|
|
(1) The percentage set forth in Row
11 of this Cover Page is calculated based on i) 1,388,250 shares of Common Stock (as defined herein) jointly owned by Mountain Crest Capital
LLC and Dong Liu; and ii) 23,852,272 shares of Common Stock outstanding as of March 24, 2023, as reported on the Form 10-K of the Issuer
(as defined below) filed with the Securities and Exchange Commission on March 30, 2023, plus 7,878,786 shares of Common Stock issued pursuant
to certain private placement closed on or about April 10, 2023, as reported on the Form 8-K of the Issuer filed with the Securities and
Exchange Commission on April 7, 2023.
Item
1.
|
(a) |
Name of Issuer: |
|
Better
Therapeutics, Inc. (f/k/a Mountain Crest Acquisition Corp. II), a corporation organized under the laws of the State of Delaware (the
“Company”) |
| (b) | Address
of Issuer’s Principal Executive Offices: 548 Market Street #49404, San Francisco, CA 94104. |
Item
2.
|
(a) |
Name of Person Filing: |
|
Mountain Crest Capital LLC and Dong Liu. Dong Liu is the
sole manager of Mountain Crest Capital LLC |
|
|
|
|
|
(b) |
Address of
Principal Business Office or if none, Residence: |
The
address for this entity/individual is:
c/o
Dong Liu
311
West 43rd Street, 12th Floor
New
York, NY 10036
|
(c) |
Citizenship: |
|
Mountain
Crest Capital LLC – Delaware
Dong Liu – China |
| (d) | Title
of Class of Securities: Common Stock, par value $0.0001 per share |
| (e) | CUSIP
Number: 08773T104 |
| (a) | Amount
Beneficially Owned: 1,388,250 |
Mountain Crest Capital LLC and Dong Liu, its managing member,
have voting and dispositive power over the 1,388,250 shares of Common Stock. This accounts for 4.4% of the 31,731,058
shares of Common Stock outstanding as of April 10, 2023, which consists of 23,852,272 shares of Common Stock outstanding as of
March 24, 2023, as reported on the Form 10-K of the Issuer filed with the Securities and Exchange Commission on March 30, 2023, plus 7,878,786
shares of Common Stock issued pursuant to certain private placement closed on or about April 10, 2023, as reported on the Form 8-K of
the Issuer filed with the Securities and Exchange Commission on April 7, 2023.
|
(c) |
Number of shares
as to which such person has: |
|
(i) |
sole power
to vote or to direct the vote: |
Mountain
Crest Capital LLC – 1,388,250 shares
Dong
Liu - 1,388,250 shares
|
(ii) |
shared power
to vote or to direct the vote: |
Mountain
Crest Capital LLC – 0 shares
Dong
Liu - 0 shares
|
(iii) |
sole power
to dispose or to direct the disposition of: |
Mountain
Crest Capital LLC – 1,388,250 shares
Dong
Liu - 1,388,250 shares
|
(iv) |
shared power
to dispose or to direct the disposition of: |
Mountain
Crest Capital LLC – 0 shares
Dong
Liu - 0 shares
Item 5. |
Ownership
of Five Percent or Less of a Class:
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following þ. |
Item 6. |
Ownership of
More than Five Percent on Behalf of Another Person: Not Applicable |
Item 7. |
Identification
and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
Item 8. |
Identification
and Classification of Members of the Group: Not Applicable |
Item 9. |
Notice of Dissolution
of Group: Not Applicable |
Item 10. |
Certifications: Not
Applicable |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
April
13, 2023
|
MOUNTAIN
CREST CAPITAL LLC |
|
|
|
|
By: |
/s/
Dong Liu |
|
|
Name: |
Dong Liu |
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
/s/ Dong Liu |
|
|
Dong Liu |
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