Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm.
On November 19, 2021, the Audit Committee of the Board of Directors (the "Audit
Committee") of Better Therapeutics, Inc., formerly known as Mountain Crest
Acquisition Corp. II, a Delaware corporation (the "Company") approved the
dismissal of Marcum LLP ("Marcum") as the Company's independent registered
public accounting firm, effective upon the filing on November 22, 2021 of the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2021. The Company disclosed the dismissal of Marcum in its Current Report on
Form 8-K dated November 24, 2021 filed with the Securities and Exchange
Commission (the "SEC") on November 26, 2021 (the "Original 8-K"). This Current
Report on Form 8-K/A is filed to amend certain disclosure in the Original 8-K.
The Original 8-K disclosed, among other things, that during the period from
July 31, 2020 (inception) through December 31, 2020 and the subsequent interim
period through September 30, 2021, there were no "reportable events" (as defined
in Item 304(a)(1)(v) of Regulation S-K). The foregoing disclosure is hereby
qualified by the existence of material weaknesses in the Company's internal
controls and procedures identified by management which are noted in Item 4,
Controls and Procedures, as filed with the SEC in each of the Form 10-Qs for the
quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021,
the contents of which are incorporated herein by reference
The Company has provided Marcum with a copy of the disclosures it is making in
this Item 4.01(a) of this Current Report on Form 8-K/A and requested that Marcum
furnish a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements above, and, if not, stating the respects
in which it does not agree. A copy of Marcum's letter dated January 14, 2022 is
filed as Exhibit 16.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending
on the relevant item requiring such exhibit, in accordance with the provisions
of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit
Number Description
16.1 Letter dated January 14, 2022 from Marcum LLP to Securities and
Exchange Commission
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses