Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | BETTER THERAPEUTICS, INC. |
Entity Central Index Key | 0001832415 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Current Assets | |||||
Cash | $ 248,460 | $ 24,764 | |||
Prepaid expenses | 43,250 | 0 | |||
Deferred offering costs | 61,894 | ||||
Total Current Assets | 291,710 | 24,764 | |||
Deferred offering costs | 0 | 61,894 | |||
Marketable securities held in Trust Account | 57,506,681 | 0 | |||
Total Assets | 57,798,391 | 86,658 | |||
Current Liabilities | |||||
Accounts payable and accrued expenses | 244,568 | 1,450 | |||
Promissory note — related party | 0 | 61,894 | |||
Total Current Liabilities | 244,568 | 63,344 | |||
Deferred underwriting fee payable | 2,012,500 | 1,725,000 | |||
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 | 0 | |||
Stockholders' (Deficit) Equity | |||||
Common stock, value | [1] | 181 | 144 | [2] | |
Additional paid in capital | 0 | 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 | |||
BETTER THERAPEUTICS OPCO [Member] | |||||
Current Assets | |||||
Cash | 3,232,000 | 123,000 | $ 757,000 | ||
Prepaid expenses | 268,000 | 124,000 | 230,000 | ||
Deferred offering costs | 1,904,000 | ||||
Other current assets | 214,000 | 216,000 | |||
Total Current Assets | 5,618,000 | 463,000 | 987,000 | ||
Capitalized software development costs | 5,114,000 | 5,555,000 | 3,267,000 | ||
Property and equipment, net | 61,000 | 89,000 | 183,000 | ||
Other long-term assets | 206,000 | 280,000 | 444,000 | ||
Total Assets | 10,999,000 | 6,387,000 | 4,881,000 | ||
Current Liabilities | |||||
Accounts payable | 3,357,000 | 514,000 | 335,000 | ||
Accrued payroll | 20,000 | 39,000 | 124,000 | ||
Other accrued expenses | 1,542,000 | 60,000 | 27,000 | ||
Total Current Liabilities | 4,919,000 | 613,000 | 486,000 | ||
Long-term debt | 640,000 | 5,000,000 | |||
Deferred tax liability | 152,000 | ||||
Simple Agreements for Future Equity | 39,194,000 | 11,740,000 | |||
Total Liabilities | 44,113,000 | 13,145,000 | 5,486,000 | ||
Commitments | |||||
Stockholders' (Deficit) Equity | |||||
Common Units, 0 and 6,250,000 authorized and 0 and 4,000,000 issued and outstanding as of December 31, 2020 and 2019, respectively | 212,000 | ||||
Common stock, value | 1,000 | 1,000 | |||
Additional paid in capital | 530,000 | 445,000 | |||
Accumulated deficit | (57,849,000) | (31,408,000) | (25,021,000) | ||
Total Stockholders' (Deficit) Equity | (57,318,000) | (30,962,000) | (24,809,000) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | 10,999,000 | 6,387,000 | 4,881,000 | ||
Series Seed Preferred Convertible Units [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Convertible preferred stock: | |||||
Series Convertible Preferred Units/Stock | 2,000,000 | ||||
Series A Convertible Preferred Units [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Convertible preferred stock: | |||||
Series Convertible Preferred Units/Stock | $ 22,204,000 | ||||
Series Seed Convertible Preferred Stock [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Convertible preferred stock: | |||||
Series Convertible Preferred Units/Stock | 2,000,000 | 2,000,000 | |||
Series A Convertible Preferred Stock [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Convertible preferred stock: | |||||
Series Convertible Preferred Units/Stock | $ 22,204,000 | $ 22,204,000 | |||
[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). | ||||
[2] | Included up to 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary equity shares outstanding | 0 | |
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares authorized | 5,000,000 | |
Common stock shares issued | 1,437,500 | |
Common stock shares outstanding | 1,437,500 | |
Maximum shares subject to forfeiture | 187,500 | |
Common Stock Subject To Redemption Member [Member] | ||
Temporary equity shares outstanding | 0 | |
Over-Allotment Option [Member] | ||
Maximum shares subject to forfeiture | 187,500 | |
BETTER THERAPEUTICS OPCO [Member] | ||
Common units authorized | 0 | 6,250,000 |
Common units issued | 0 | 4,000,000 |
Common units outstanding | 0 | 4,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 14,000,000 | 0 |
Common stock shares issued | 5,697,314 | 0 |
Common stock shares outstanding | 5,697,314 | 0 |
BETTER THERAPEUTICS OPCO [Member] | Series Seed Preferred Convertible Units [Member] | ||
Temporary equity shares authorized | 0 | 1,066,667 |
Temporary equity shares issued | 0 | 1,066,667 |
Temporary equity shares outstanding | 0 | 1,066,667 |
BETTER THERAPEUTICS OPCO [Member] | Series A Convertible Preferred Units [Member] | ||
Temporary equity shares authorized | 0 | 5,500,000 |
Temporary equity shares issued | 0 | 4,999,807 |
Temporary equity shares outstanding | 0 | 4,999,807 |
BETTER THERAPEUTICS OPCO [Member] | Series Seed Convertible Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares authorized | 1,066,667 | 0 |
Temporary equity shares issued | 1,066,667 | 0 |
Temporary equity shares outstanding | 1,066,667 | 0 |
BETTER THERAPEUTICS OPCO [Member] | Series A Convertible Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares authorized | 4,999,807 | 0 |
Temporary equity shares issued | 4,999,807 | 0 |
Temporary equity shares outstanding | 4,999,807 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Formation and operating costs | $ 1,686 | ||||||||
Operating expenses: | |||||||||
General and administrative | $ 1,000 | $ 240,394 | $ 557,079 | ||||||
Loss from operations | (1,000) | (240,394) | (557,079) | ||||||
Other income | |||||||||
Interest earned on marketable securities held in Trust Account | 0 | 1,450 | 6,681 | ||||||
Other income | 0 | 1,450 | 6,681 | ||||||
Net loss | $ (1,000) | (238,944) | $ (1,686) | (550,398) | |||||
Loss per share attributable to common unit / shareholders, basic and diluted | $ 0 | ||||||||
Weighted average shares outstanding | [1] | 1,250,000 | |||||||
Basic and diluted weighted average shares outstanding | [1] | 1,250,000 | |||||||
Basic and diluted net loss per share | $ 0 | ||||||||
BETTER THERAPEUTICS OPCO [Member] | |||||||||
Revenue | $ 1,000 | $ 8,000 | $ 8,000 | $ 18,000 | |||||
Cost of revenue | 201,000 | 161,000 | 498,000 | 519,000 | 682,000 | 898,000 | |||
Gross loss | (201,000) | (160,000) | (498,000) | (511,000) | (674,000) | (880,000) | |||
Operating expenses: | |||||||||
Research and development | 6,466,000 | 1,187,000 | 12,584,000 | 2,330,000 | 2,978,000 | 2,290,000 | |||
Sales and marketing | 552,000 | 82,000 | 1,159,000 | 139,000 | 216,000 | 406,000 | |||
General and administrative | 1,776,000 | 981,000 | 4,215,000 | 1,825,000 | 2,455,000 | 2,197,000 | |||
Total operating expenses | 8,794,000 | 2,250,000 | 17,958,000 | 4,294,000 | 5,649,000 | 4,893,000 | |||
Loss from operations | (8,995,000) | (2,410,000) | (18,456,000) | (4,805,000) | (6,323,000) | (5,773,000) | |||
Interest expense, net | 0 | (24,000) | (3,000) | (98,000) | (100,000) | (11,000) | |||
Change in fair value of SAFEs | (3,466,000) | 338,000 | (8,779,000) | 338,000 | 189,000 | 0 | |||
Gain on loan forgiveness | 647,000 | ||||||||
Loss before provision for/benefit from income taxes | (12,461,000) | (2,096,000) | (26,591,000) | (4,565,000) | (6,234,000) | (5,784,000) | |||
Provision for (benefit from) income taxes | 71,000 | (150,000) | 71,000 | 153,000 | 0 | ||||
Other income | |||||||||
Net loss | (12,461,000) | (2,167,000) | (26,441,000) | (4,636,000) | (6,387,000) | (5,784,000) | |||
Cumulative preferred dividends allocated to Series A Preferred Unit / Shareholders | (403,000) | (379,000) | (1,185,000) | (1,118,000) | (1,507,000) | (1,379,000) | |||
Net loss attributable to common unit / shareholders, basic and diluted | $ (12,864,000) | $ (2,546,000) | $ (27,626,000) | $ (5,754,000) | $ (7,894,000) | $ (7,163,000) | |||
Loss per share attributable to common unit / shareholders, basic and diluted | $ (2.44) | $ (0.50) | $ (5.28) | $ (1.14) | $ (1.57) | $ (1.51) | |||
Weighted average shares outstanding | 5,268,758 | 5,079,685 | 5,229,258 | 5,063,191 | 5,022,339 | 4,743,755 | |||
Basic and diluted weighted average shares outstanding | 5,268,758 | 5,079,685 | 5,229,258 | 5,063,191 | 5,022,339 | 4,743,755 | |||
Basic and diluted net loss per share | $ (2.44) | $ (0.50) | $ (5.28) | $ (1.14) | $ (1.57) | $ (1.51) | |||
Redeemable Common Stock [Member] | |||||||||
Other income | |||||||||
Net loss | $ (181,797,000) | $ (415,505,000) | |||||||
Loss per share attributable to common unit / shareholders, basic and diluted | $ 0 | $ (0.03) | $ (0.08) | ||||||
Weighted average shares outstanding | 1,250,000 | 5,750,000 | 5,491,758 | ||||||
Basic and diluted weighted average shares outstanding | 1,250,000 | 5,750,000 | 5,491,758 | ||||||
Basic and diluted net loss per share | $ 0 | $ (0.03) | $ (0.08) | ||||||
Non-Redeemable Common Stock [Member] | |||||||||
Other income | |||||||||
Net loss | $ (57,417,000) | $ (134,893,000) | |||||||
Loss per share attributable to common unit / shareholders, basic and diluted | $ (0.03) | $ (0.08) | |||||||
Weighted average shares outstanding | 1,807,500 | 1,782,885 | |||||||
Basic and diluted weighted average shares outstanding | 1,807,500 | 1,782,885 | |||||||
Basic and diluted net loss per share | $ (0.03) | $ (0.08) | |||||||
[1] | Excluded an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Total | Previously Reported [Member] | Common Stock | Additional Paid in Capital | Accumulated Deficit | BETTER THERAPEUTICS OPCO | BETTER THERAPEUTICS OPCOPreviously Reported [Member] | BETTER THERAPEUTICS OPCOSeries Seed Preferred Convertible Units | BETTER THERAPEUTICS OPCOSeries A Convertible Preferred Units | BETTER THERAPEUTICS OPCOSeries Seed Convertible Preferred Stock | BETTER THERAPEUTICS OPCOSeries A Convertible Preferred Stock | BETTER THERAPEUTICS OPCOCommon Stock | BETTER THERAPEUTICS OPCOMember Units | BETTER THERAPEUTICS OPCOMember UnitsPreviously Reported [Member] | BETTER THERAPEUTICS OPCOAdditional Paid in Capital | BETTER THERAPEUTICS OPCOAccumulated Deficit | |
Convertible Preferred Stock, Beginning Balance at Dec. 31, 2017 | $ 2,000,000 | $ 6,575,000 | |||||||||||||||
Convertible Preferred Stock, Beginning Balance (in shares) at Dec. 31, 2017 | 1,066,667 | 1,480,527 | |||||||||||||||
Beginning Balance at Dec. 31, 2017 | $ (12,660,000) | $ 83,000 | $ (12,743,000) | ||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2017 | 4,000,000 | ||||||||||||||||
Issuance of Series A Preferred Units | $ 3,200,000 | ||||||||||||||||
Issuance of Series A Preferred Units (in shares) | 720,559 | ||||||||||||||||
Conversion of Convertible Note | $ 8,729,000 | ||||||||||||||||
Conversion of Convertible Note (in shares) | 1,965,574 | ||||||||||||||||
Net Loss | (6,494,000) | (6,494,000) | |||||||||||||||
Share-based compensation | 45,000 | $ 45,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Dec. 31, 2018 | $ 2,000,000 | $ 18,504,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Dec. 31, 2018 | 1,066,667 | 4,166,660 | |||||||||||||||
Ending Balance at Dec. 31, 2018 | (19,109,000) | $ 128,000 | (19,237,000) | ||||||||||||||
Ending Balance (in shares) at Dec. 31, 2018 | 4,000,000 | ||||||||||||||||
Issuance of Series A Preferred Units | $ 3,700,000 | ||||||||||||||||
Issuance of Series A Preferred Units (in shares) | 833,147 | ||||||||||||||||
Net Loss | (5,784,000) | (5,784,000) | |||||||||||||||
Share-based compensation | 84,000 | $ 84,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Dec. 31, 2019 | $ 2,000,000 | $ 22,204,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Dec. 31, 2019 | 1,066,667 | 4,999,807 | |||||||||||||||
Ending Balance at Dec. 31, 2019 | (24,809,000) | $ (24,810,000) | $ 212,000 | $ 211,000 | (25,021,000) | ||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 4,000,000 | ||||||||||||||||
Net Loss | (1,413,000) | (1,413,000) | |||||||||||||||
Share-based compensation | 15,000 | $ 15,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Mar. 31, 2020 | $ 2,000,000 | $ 22,204,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Mar. 31, 2020 | 1,066,667 | 4,999,807 | |||||||||||||||
Ending Balance at Mar. 31, 2020 | (26,208,000) | $ 226,000 | (26,434,000) | ||||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 4,000,000 | ||||||||||||||||
Convertible Preferred Stock, Beginning Balance at Dec. 31, 2019 | $ 2,000,000 | $ 22,204,000 | |||||||||||||||
Convertible Preferred Stock, Beginning Balance (in shares) at Dec. 31, 2019 | 1,066,667 | 4,999,807 | |||||||||||||||
Beginning Balance at Dec. 31, 2019 | (24,809,000) | (24,810,000) | $ 212,000 | 211,000 | (25,021,000) | ||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 4,000,000 | ||||||||||||||||
Convertible Preferred Stock, Ending Balance at Sep. 30, 2020 | $ 2,000,000 | $ 22,204,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Sep. 30, 2020 | 1,066,667 | 4,999,807 | |||||||||||||||
Ending Balance at Sep. 30, 2020 | $ (1,000) | $ (1,000) | (29,253,000) | $ 1,000 | $ (1,000) | $ 404,000 | (29,657,000) | ||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 5,697,314 | ||||||||||||||||
Convertible Preferred Stock, Beginning Balance at Dec. 31, 2019 | $ 2,000,000 | $ 22,204,000 | |||||||||||||||
Convertible Preferred Stock, Beginning Balance (in shares) at Dec. 31, 2019 | 1,066,667 | 4,999,807 | |||||||||||||||
Beginning Balance at Dec. 31, 2019 | $ (24,809,000) | $ (24,810,000) | $ 212,000 | $ 211,000 | (25,021,000) | ||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 4,000,000 | ||||||||||||||||
Share-based compensation prior to conversion from an LLC to a corporation | 37 | 37 | |||||||||||||||
Conversion of Common Units to Common Stock | $ 1,000 | $ 1,000 | $ (249,000) | 249,000 | |||||||||||||
Conversion of Common Units to Common Stock (in shares) | 4,000,000 | (4,000,000) | |||||||||||||||
Conversion of Preferred Units to Preferred Stock | $ (2,000,000) | $ (22,204,000) | $ 2,000,000 | $ 22,204,000 | |||||||||||||
Conversion of Preferred Units to Preferred Stock (in shares) | (1,066,667) | (4,999,807) | 1,066,667 | 4,999,807 | |||||||||||||
Conversion of Profits Interest Units to Common Stock (in shares) | 1,697,314 | ||||||||||||||||
Share based compensation after conversion from an LLC to a corporation | 196,000 | 196,000 | |||||||||||||||
Net Loss | (6,387,000) | (6,387,000) | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Dec. 31, 2020 | $ 0 | $ 2,000,000 | $ 22,204,000 | ||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Dec. 31, 2020 | 0 | 1,066,667 | 4,999,807 | ||||||||||||||
Ending Balance at Dec. 31, 2020 | $ 23,314 | $ 144 | $ 24,856 | (1,686) | (30,962,000) | $ 1,000 | 445,000 | (31,408,000) | |||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 1,437,500 | 5,697,314 | |||||||||||||||
Convertible Preferred Stock, Beginning Balance at Mar. 31, 2020 | $ 2,000,000 | $ 22,204,000 | |||||||||||||||
Convertible Preferred Stock, Beginning Balance (in shares) at Mar. 31, 2020 | 1,066,667 | 4,999,807 | |||||||||||||||
Beginning Balance at Mar. 31, 2020 | (26,208,000) | $ 226,000 | (26,434,000) | ||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 4,000,000 | ||||||||||||||||
Net Loss | (1,056,000) | (1,056,000) | |||||||||||||||
Share-based compensation | 15,000 | $ 15,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Jun. 30, 2020 | $ 2,000,000 | $ 22,204,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Jun. 30, 2020 | 1,066,667 | 4,999,807 | |||||||||||||||
Ending Balance at Jun. 30, 2020 | (27,249,000) | $ 241,000 | (27,490,000) | ||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 4,000,000 | ||||||||||||||||
Conversion of Common Units to Common Stock | 1,000 | $ 1,000 | $ (249,000) | 249,000 | |||||||||||||
Conversion of Common Units to Common Stock (in shares) | 4,000,000 | (4,000,000) | |||||||||||||||
Conversion of Preferred Units to Preferred Stock | $ 2,000,000 | $ (2,000,000) | $ (22,204,000) | $ 22,204,000 | |||||||||||||
Conversion of Preferred Units to Preferred Stock (in shares) | 1,066,667 | (1,066,667) | (4,999,807) | 4,999,807 | |||||||||||||
Conversion of Profits Interest Units to Common Stock (in shares) | 1,697,314 | ||||||||||||||||
Share based compensation after conversion from an LLC to a corporation | $ 155,000 | 155,000 | |||||||||||||||
Net Loss | (2,167,000) | (2,167,000) | |||||||||||||||
Share-based compensation | 7,000 | $ 7,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Sep. 30, 2020 | $ 2,000,000 | $ 22,204,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Sep. 30, 2020 | 1,066,667 | 4,999,807 | |||||||||||||||
Ending Balance at Sep. 30, 2020 | (1,000) | (1,000) | (29,253,000) | $ 1,000 | (1,000) | 404,000 | (29,657,000) | ||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 5,697,314 | ||||||||||||||||
Beginning Balance at Jul. 30, 2020 | 0 | $ 0 | 0 | 0 | |||||||||||||
Beginning Balance (in shares) at Jul. 30, 2020 | 0 | ||||||||||||||||
Issuance of Representative Shares | 0 | ||||||||||||||||
Net Loss | (1,000) | (1,000) | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Sep. 30, 2020 | $ 2,000,000 | $ 22,204,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Sep. 30, 2020 | 1,066,667 | 4,999,807 | |||||||||||||||
Ending Balance at Sep. 30, 2020 | (1,000) | (1,000) | (29,253,000) | $ 1,000 | $ (1,000) | 404,000 | (29,657,000) | ||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 5,697,314 | ||||||||||||||||
Beginning Balance at Jul. 30, 2020 | 0 | $ 0 | 0 | 0 | |||||||||||||
Beginning Balance (in shares) at Jul. 30, 2020 | 0 | ||||||||||||||||
Issuance of Representative Shares | [1] | 25,000 | $ 144 | 24,856 | 0 | ||||||||||||
Issuance of Representative Shares (in shares) | [1] | 1,437,500 | |||||||||||||||
Net Loss | (1,686) | $ 0 | 0 | (1,686) | |||||||||||||
Convertible Preferred Stock, Ending Balance at Dec. 31, 2020 | $ 0 | $ 2,000,000 | $ 22,204,000 | ||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Dec. 31, 2020 | 0 | 1,066,667 | 4,999,807 | ||||||||||||||
Ending Balance at Dec. 31, 2020 | $ 23,314 | $ 144 | 24,856 | (1,686) | (30,962,000) | $ 1,000 | 445,000 | (31,408,000) | |||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 1,437,500 | 5,697,314 | |||||||||||||||
Sale of 200,000 Private Units | $ 2,000,000 | $ 20 | 1,999,980 | ||||||||||||||
Sale of 200,000 Private Units (in shares) | 200,000 | 200,000 | |||||||||||||||
Issuance of Representative Shares | $ 1,700,000 | $ 17 | 1,699,983 | ||||||||||||||
Issuance of Representative Shares (in shares) | 170,000 | ||||||||||||||||
Accretion for common stock to redemption amount | (5,131,593) | $ 0 | (3,724,819) | (1,406,774) | |||||||||||||
Net Loss | (147,635) | (147,635) | (5,330,000) | (5,330,000) | |||||||||||||
Share-based compensation | 34,000 | 34,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Mar. 31, 2021 | 50,944,084,000 | $ 2,000,000 | $ 22,204,000 | ||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Mar. 31, 2021 | 1,066,667 | 4,999,807 | |||||||||||||||
Ending Balance at Mar. 31, 2021 | (1,555,914) | 5,000,002,000 | $ 181 | 0 | (1,556,095) | (36,258,000) | $ 1,000 | 479,000 | (36,738,000) | ||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 1,807,500 | 5,697,314 | |||||||||||||||
Convertible Preferred Stock, Beginning Balance at Dec. 31, 2020 | $ 0 | $ 2,000,000 | $ 22,204,000 | ||||||||||||||
Convertible Preferred Stock, Beginning Balance (in shares) at Dec. 31, 2020 | 0 | 1,066,667 | 4,999,807 | ||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ 23,314 | $ 144 | 24,856 | (1,686) | (30,962,000) | $ 1,000 | 445,000 | (31,408,000) | |||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 1,437,500 | 5,697,314 | |||||||||||||||
Issuance of Representative Shares | 1,700,000 | ||||||||||||||||
Net Loss | (550,398) | ||||||||||||||||
Convertible Preferred Stock, Ending Balance at Sep. 30, 2021 | $ 57,500,000 | $ 2,000,000 | $ 22,204,000 | ||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Sep. 30, 2021 | 5,750,000 | 1,066,667 | 4,999,807 | ||||||||||||||
Ending Balance at Sep. 30, 2021 | $ (1,958,677) | $ 181 | 0 | (1,958,858) | (57,318,000) | $ 1,000 | 530,000 | (57,849,000) | |||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 1,807,500 | 5,642,157 | |||||||||||||||
Convertible Preferred Stock, Beginning Balance at Mar. 31, 2021 | 50,944,084,000 | $ 2,000,000 | $ 22,204,000 | ||||||||||||||
Convertible Preferred Stock, Beginning Balance (in shares) at Mar. 31, 2021 | 1,066,667 | 4,999,807 | |||||||||||||||
Beginning Balance at Mar. 31, 2021 | (1,555,914) | 5,000,002,000 | $ 181 | 0 | (1,556,095) | (36,258,000) | $ 1,000 | 479,000 | (36,738,000) | ||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 1,807,500 | 5,697,314 | |||||||||||||||
Net Loss | (163,819) | (163,819) | (8,650,000) | (8,650,000) | |||||||||||||
Forfeiture of restricted stock (in shares) | (49,688) | ||||||||||||||||
Share-based compensation | 28,000 | 28,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Jun. 30, 2021 | 50,780,263,000 | $ 2,000,000 | $ 22,204,000 | ||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Jun. 30, 2021 | 1,066,667 | 4,999,807 | |||||||||||||||
Ending Balance at Jun. 30, 2021 | (1,719,733) | $ 5,000,004,000 | $ 181 | 0 | (1,719,914) | (44,880,000) | $ 1,000 | 507,000 | (45,388,000) | ||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 1,807,500 | 5,647,626 | |||||||||||||||
Net Loss | (238,944) | (238,944) | (12,461,000) | (12,461,000) | |||||||||||||
Forfeiture of restricted stock (in shares) | (5,469) | ||||||||||||||||
Share-based compensation | 23,000 | 23,000 | |||||||||||||||
Convertible Preferred Stock, Ending Balance at Sep. 30, 2021 | $ 57,500,000 | $ 2,000,000 | $ 22,204,000 | ||||||||||||||
Convertible Preferred Stock, Ending Balance (in shares) at Sep. 30, 2021 | 5,750,000 | 1,066,667 | 4,999,807 | ||||||||||||||
Ending Balance at Sep. 30, 2021 | $ (1,958,677) | $ 181 | $ 0 | $ (1,958,858) | $ (57,318,000) | $ 1,000 | $ 530,000 | $ (57,849,000) | |||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 1,807,500 | 5,642,157 | |||||||||||||||
[1] | Included 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Sale of 200,000 Private Units (in shares) | 200,000 | |
Maximum shares subject to forfeiture | 187,500 | |
Over-Allotment Option | ||
Maximum shares subject to forfeiture | 187,500 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Cash Flows from Operating Activities: | ||||||||
Net Loss | $ (1,000) | $ (1,686) | $ (550,398) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Interest earned on marketable securities held in Trust Account | 0 | (6,681) | ||||||
Changes in operating assets and liabilities | ||||||||
Accrued expenses and other liabilities | 1,450 | |||||||
Prepaid expenses | 0 | (43,250) | ||||||
Accounts payable and accrued expenses | 0 | 243,118 | ||||||
Net cash used in operating activities | (1,000) | (236) | (357,211) | $ 5,774 | $ 6,217 | |||
Cash Flows from Investing Activities: | ||||||||
Investment of cash into Trust Account | 0 | (57,500,000) | ||||||
Net cash used in investing activities | 0 | (57,500,000) | ||||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 56,350,000 | ||||||
Proceeds from sale of Private Units | 0 | 1,850,000 | 2,000,000 | |||||
Repayment of promissory note — related party | 0 | (61,894) | ||||||
Proceeds from issuance of common stock to the Sponsor | 25,000 | |||||||
Proceeds from promissory note — related party | 61,894 | |||||||
Payment of offering costs | 0 | (61,894) | (207,199) | |||||
Net cash provided by financing activities | 0 | 25,000 | 58,080,907 | |||||
Net Change in Cash | 0 | 24,764 | 223,696 | |||||
Cash — Beginning | 0 | 0 | 24,764 | |||||
Cash — Ending | 0 | 24,764 | 248,460 | $ 0 | 24,764 | |||
Non-cash investing and financing activities: | ||||||||
Issuance of Representative Shares | 0 | 25,000 | [1] | 1,700,000 | ||||
Initial classification of common stock subject to possible redemption | 0 | 57,500,000 | ||||||
Deferred underwriting fee payable | 0 | 2,012,500 | ||||||
BETTER THERAPEUTICS OPCO | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Loss | (26,441,000) | (4,636,000) | (6,387,000) | (5,784,000) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 75,000 | 72,000 | ||||||
Depreciation and amortization | 1,068,000 | 60,000 | ||||||
Change in fair value of SAFEs | 8,779,000 | (338,000) | (189,000) | 0 | ||||
Loss of write-off of property and equipment | 36,000 | 36,000 | 0 | |||||
Share-based compensation expense | 85,000 | 192,000 | 233,000 | 84,000 | ||||
Deferred income taxes | (152,000) | 71,000 | 152,000 | 0 | ||||
Gain on loan forgiveness | (647,000) | |||||||
Changes in operating assets and liabilities | ||||||||
Prepaid expenses and other assets | (1,972,000) | 16,000 | 54,000 | (532,000) | ||||
Accounts payable | 2,843,000 | 307,000 | 181,000 | (68,000) | ||||
Accrued expenses and other liabilities | 1,470,000 | 59,000 | 71,000 | 11,000 | ||||
Net cash used in operating activities | (14,967,000) | (4,233,000) | (5,774,000) | (6,217,000) | ||||
Cash Flows from Investing Activities: | ||||||||
Purchase of property and equipment | (18,000) | (16,000) | (17,000) | (50,000) | ||||
Capitalized internal-use software costs | (581,000) | (1,715,000) | (2,288,000) | (2,686,000) | ||||
Net cash used in investing activities | (599,000) | (1,731,000) | (2,305,000) | (2,736,000) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from payroll protection program note | 640,000 | 640,000 | 0 | |||||
Proceeds from issuance of convertible notes | 3,650,000 | 5,000,000 | ||||||
Proceeds from issuance of SAFE notes | 18,675,000 | 1,525,000 | 3,155,000 | 0 | ||||
Proceeds from issuance of Series A Preferred Units | 0 | 3,700,000 | ||||||
Proceeds from issuance of common stock to the Sponsor | 3,650,000 | |||||||
Net cash provided by financing activities | 18,675,000 | 5,815,000 | 7,445,000 | 8,700,000 | ||||
Net Change in Cash | 3,109,000 | (149,000) | (634,000) | (253,000) | ||||
Cash — Beginning | 123,000 | 757,000 | 757,000 | 1,010,000 | ||||
Cash — Ending | $ 608,000 | $ 123,000 | 3,232,000 | 608,000 | 123,000 | 757,000 | ||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | 0 | 0 | ||||||
Cash paid for taxes | 0 | 0 | ||||||
Conversion of convertible notes to Series A Preferred Units | 0 | 0 | ||||||
Conversion of convertible notes to SAFE notes | 8,774,000 | 0 | 8,774,000 | 0 | ||||
Conversion of common units to common stock | [2] | 0 | 0 | |||||
Conversion of profits interest units to restricted stock | [2] | 0 | 0 | |||||
Series Seed Convertible Preferred Stock | BETTER THERAPEUTICS OPCO | ||||||||
Supplemental disclosures of cash flow information: | ||||||||
Conversion of Series Preferred Stock | 2,000,000 | 0 | 2,000,000 | 0 | ||||
Series A Convertible Preferred Stock | BETTER THERAPEUTICS OPCO | ||||||||
Supplemental disclosures of cash flow information: | ||||||||
Conversion of Series Preferred Stock | $ 22,204,000 | $ 0 | $ 22,204,000 | $ 0 | ||||
[1] | Included 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). | |||||||
[2] | Amounts in 2020 round to zero. |
Organization and Description of
Organization and Description of Business | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Nature of Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mountain Crest Acquisition Corp. II (the “Company”) was incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 5,000,000 units (the “Units”) “and, with respect to the shares of common stock included in the Units sold, the “Public Shares at $10.00 per Unit, generating gross proceeds of $50,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 185,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Capital LLC (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), generating gross proceeds of $1,850,000, which is described in Note 4. Following the closing of the Initial Public Offering on January 12, 2021, an amount of $50,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), of which $500,000 was deposited on January 13, 2021, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 On January 14, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 750,000 Units issued for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 15,000 Private Units at $10.00 per Private Unit, generating total proceeds of $7,650,000. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000 (see Note 8). Transaction costs amounted to $4,844,093 consisting of $1,150,000 of underwriting fees, $1,725,000 of deferred underwriting fees and $1,969,093 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued) previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to (a) vote its Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period (defined below). The Company has until October 12, 2021 (or until April 12, 2022 if the Company has executed a 9-month If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management’s Plan Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the issuance date of these financial statements and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS Mountain Crest Acquisition Corp. II (the “Company”) was incorporated in Delaware on July 31, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses (a “Business Combination”). On April 6, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MCAD Merger Sub, and Better Therapeutics, Inc., a Delaware Corporation, (“Better Therapeutics”) relating to a proposed Business Combination transaction between the Company and Better Therapeutics (the “Transaction”). The Company has one subsidiary, MCAD Merger Sub Inc., a direct wholly owned subsidiary of the Company incorporated in Delaware on April 6, 2021 (“MCAD Merger Sub”.) (see Note 10) Business Combination As previously announced, On October 28, 2021 (the “Closing Date”), as contemplated in the Merger Agreement and described in the section titled “The Business Combination Proposal” of the definitive proxy statement/prospectus, (the “Proxy Statement/Prospectus”), filed with the Securities and Exchange Commission (the “SEC”) on October 12, 2021, MCAD Merger Sub merged with and into Better Therapeutics with Better Therapeutics surviving as a wholly-owned subsidiary of the Company with the new name Better Therapeutics OpCo, Inc. (the “Business Combination”). In addition, in connection with the closing of the Business Combination (the “Closing”), the Company changed its name to “Better Therapeutics, Inc.” (See Note 10) Business Prior to the Business Combination As of September 30, 2021, the Company had not yet commenced any operations. All activity for the period July 31, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Better Therapeutics (see Note 10). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, though it is the Company’s intention to pursue prospective targets in North America. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 5,000,000 units (the “Units”) and, with respect to the shares of common stock included in the Units sold, (the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $50,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 185,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Capital LLC (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), generating gross proceeds of $1,850,000, which is described in Note 5. Following the closing of the Initial Public Offering on January 12, 2021, an Rule 2a-7 On January 14, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 750,000 Units issued for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 15,000 Private Units at $10.00 per Private Unit, generating total proceeds of $7,650,000. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000. Transaction costs amounted to $5,131,593 consisting of $1,150,000 of underwriting fees, $2,012,500 of deferred underwriting fees and $1,969,093 of other offering costs. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 187,500 Founder Shares are no longer subject to forfeiture. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There was no assurance that the Company will be able to successfully effect a Business Combination. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders were entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to (a) vote its Founder Shares (as defined in Note 6), Private Shares (as defined in Note 5) and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period (defined below). The Company had until October 12, 2021 (or until April 12, 2022 if the Company has executed a definitive agreement for a Business Combination by October 12, 2021 but has not completed the Business Combination within such 9-month If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share aggregate amount then on deposit in the Trust Account including interest earned b The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At September 30, 2021, we have $248,460 in its operating bank accounts, $57,506,681 in securities held in the Trust Account, to be for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $47,142. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the Business Combination. If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. On October 28, 2021, the Company completed the Business Combination and received $50,000,000 in proceeds from the PIPE investors, $9,237,400 from the Trust Account after redemptions, and borrowed $10,000,000 under the secured term loan with Hercules Capital, Inc. We believe there is sufficient capital to continue as a going concern for one year from the date of these financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | |
BETTER THERAPEUTICS OPCO [Member] | |||
Nature of Operations | 1. Organization and Description of Business Better Therapeutics, Inc. (“we”, “us”, “the Company”, or “Better”), a Delaware corporation, was founded in April 2015 as Nutrition Development Group, LLC. In August 2016, we changed our name to Farewell LLC and in January 2018 we changed our name to Better Therapeutics LLC. On August 14, 2020, we converted to a Delaware corporation. As a result of the conversion to a Delaware corporation, as discussed below, all common units, Series Seed Preferred Units and Series A Preferred Units converted to an equivalent number of common stock, Series Seed Preferred Stock and Series A Preferred Stock. In addition, all outstanding profits interest units were converted to common stock, and all outstanding convertible promissory notes were converted to simple agreements for future equity (“SAFEs”). Better Therapeutics has developed a platform of FDA-regulated, a non-alcoholic non-alcoholic The Company is in the development stage and our activities have consisted principally of raising capital and preforming research and development. Since inception we have incurred significant losses from operations. As of December 31, 2020, we had cash of $123 an accumulated deficit of $31,408. We incurred a net loss of $6,387 and used $5,774 of cash in operating activities during the year ended December 31, 2020. We incurred a net loss of $5,784 and used $6,217 in operating activities during the year ended December 31, 2019. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. We have primarily funded our operations through the sale of preferred stock, convertible notes and SAFEs. The continued execution of our long-term business plan will require us to explore financing options such as issuance of equity or debt instruments. While we have historically been successful in obtaining equity financing, there can be no assurance that such additional financing, if necessary, will be available or, if available, that such financings can be obtained on satisfactory terms. At this time, there is significant uncertainty relating to the COVID-19 COVID-19 Subsequent to the issuance of the Company’s financial statements for the years ended December 31, 2020 and 2019, it was identified that the Company’s loss per share attributable to common unit / shareholders, basic and diluted, reflected on the statements of operations and comprehensive loss was calculated incorrectly by including cumulative preferred dividends allocated to Series A Preferred Unit/Shareholders rather than including dividends declared in the current period. On the statements of operations and comprehensive loss, loss per share attributable to common unit / shareholders, basic and diluted, has been adjusted from $2.05 to $1.57 for the year ended December 31, 2020, and from $1.73 to $1.51 for the year ended December 31, 2019. The impact of the changes in the calculation of loss per share attributable to common unit / shareholders, basic and diluted, were not considered material to the financial statements. These changes to loss per share attributable to common unit / shareholders, basic and diluted, are also reflected within Note 11 to the f i |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
BETTER THERAPEUTICS OPCO [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Description of Business Better Therapeutics, Inc. (“we”, “us”, “the Company”, or “Better”), has developed a platform of software-based, Prescription Digital Therapeutics (PDTs) for treating diabetes, heart disease, and other cardiometabolic conditions. Our PDTs deliver a novel form of cognitive behavioral therapy that enables changes in neural pathways of the brain so that lasting changes in behavior become possible. Addressing the underlying causes of these diseases has the potential to dramatically improve patient health and lower healthcare costs. Our current clinical development candidates are intended to treat cardiometabolic diseases, including type 2 diabetes, hypertension, hyperlipidemia, non-alcoholic non-alcoholic Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Amounts are presented in thousands except share and per share information. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021. Accordingly, these interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we do not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. Liquidity The Company is in the development stage and our activities have consisted principally of raising capital and performing research and development. Since inception we have incurred significant losses from operations. As of September 30, 2021, we had cash of $3,232 and an accumulated deficit of $57,849. We incurred a net loss of $ 26,441 and used $14,967 of cash in operating activities during the nine months ended September 30, 2021. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. In October 2021 we raised $59 million in funding upon the completion of the merger with Mountain Crest Acquisition Corp. II (See Note 10) and borrowed $10 million on our secured term loan agreement (See Note 2). Significant Risks and Uncertainties The Company is subject to those risks common in its industry and also those risks common to early-stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. At this time, there is significant uncertainty relating to the COVID-19 COVID-19 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common unit / stockholders is presented in conformity with the two-class two-class two-class Basic net loss per share attributable to common unit / stockholders is computed by dividing the net loss attributable to common unit / stockholders by the weighted-average number of shares of common units / stock outstanding during the period. Cumulative dividends attributable to participating securities are subtracted from net loss in determining net loss attributable to common unit / stockholders. As we have reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. |
Restatement of previously issue
Restatement of previously issued financial statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering it had improperly valued and classified its Common stock subject to possible redemption. The Company previously determined the Common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Common stock subject to possible redemption, resulting in the Common stock subject to possible redemption being equal to its redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the Common stock subject to possible redemption with the offset recorded to additional paid-in In connection with the change in presentation for the Common stock subject to redemption, the Company also restated its net income (loss) per common share calculation to allocate net income (loss) evenly all Common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, all common shares share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial 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 $ 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 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 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 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 $ — In connection with the change in presentation for the common stock subject to redemption, the Company also restated its income (loss) per common share calculated to allocate net income (loss), with all allocated to common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table: Statement of Operations for the Three Months Ended March 31, 2021 As Previously 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 ) |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | |
Property and Equipment, net | 3. Property and Equipment, net Property and equipment consisted of the follow: December 31, 2020 2019 Computer, equipment and software $ 100 $ 83 Furniture and fixtures 155 155 Leasehold improvements — 109 Property and equipment 255 347 Less: accumulated depreciation (166 ) (164 ) Property and equipment, net $ 89 $ 183 Depreciation expense for the years ended December 31, 2020 and 2019 w a |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and Stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 12, 2021, offering costs amounting to $4,844,093 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $61,894 of deferred offering costs recorded in the accompanying balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that were subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021 substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At December 31, 2020 the Company had no assets held in the Trust Account. Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounting to $5,131,593 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of September 30, 2021, and December 31, 2020, there were $0 and $61,894 of deferred offering costs recorded in the accompanying balance sheets. Common Stock Subject to Possible Redemption The Company accounts for its Common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: 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 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial start-up Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net income (loss) per share. Accretion associated with the redeemable shares of common stock is excluded from net income (loss) per share as the redemption value approximates fair value. The Company has not considered the effect of the rights sold in the Initial Public Offering and the private placement that convert into 795,000 common stock in the calculation of diluted loss per share, since the conversion of the rights into common stock are contingent upon the occurrence of future events. The rights are exercisable to purchase 795,000 shares of common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the net income (loss) of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period 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 ) $ — $ — Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
BETTER THERAPEUTICS OPCO [Member] | |||
Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Amounts are presented in thousands except share and per share information. Comprehensive Loss For the years ended December 31, 2020 and 2019, there was no difference between comprehensive loss and net loss. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we do not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. Concentration of Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. We maintain our cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. We invest our cash equivalents in highly rated money market funds. We have not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk on cash and cash equivalents and perform periodic evaluations of the credit standing of such institutions. Fair Value Measurements The carrying value of our financial instruments, including cash equivalents, accounts payable, accrued liabilities and notes payable approximates fair value due to their short-term nature. The Company’s investment portfolio consists of money market funds, which are carried at fair value. The company has determined the carrying value to be equal to the fair value and has classified these investments as Level 1 financial instruments. We measure financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Certain SAFEs are classified as Level 3 financial instruments. The balance of the SAFEs are $11,740 as of December 31, 2020, and are presented as long-term liabilities in the accompanying balance sheets. Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Computer, equipment and software 3 years Furniture and fixtures 5 years Capitalized Internal-Use Costs incurred to develop software and our platform for internal use consist primarily of direct employee-related and third-party contractor costs and are accounted for pursuant to ASC 350-40, Internal Use Software internal-use Impairment of Long-Lived Assets We review long-lived assets for impairment when circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the sum of the future undiscounted cash flows the assets are expected to generate over the remaining useful lives of the assets. If a long-lived asset fails a recoverability test, we measure the amount by which the carrying value of the asset exceeds its fair value. There were no events or changes in business circumstances during the years ended December 31, 2020 and 2019 that indicated the carrying amounts of any long-lived assets w e Advertising Expense We recognize advertising expenses as they are incurred, and such costs are included in sales and marketing expense in the statements of operations. During the years ended December 31, 2020 and 2019, advertising expense totaled $14 and $122, respectively. Equity-Based Compensation We account for equity-based compensation arrangements granted to employees in accordance with ASC 718, “ Compensation: Stock Compensation We account for equity-based compensation arrangements issued to non-employees 2018-07, Compensation-Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting non-employee We estimate the fair value of each equity-based award on the date of grant using the Black-Scholes option-pricing Fair Value of Common Units or Common Stock — Expected Term — time-to-vesting non-employees, Expected Volatility — Risk-Free Interest Rate — zero-coupon Dividend Yield — We account for forfeitures when they occur. For awards forfeited before completion of the requisite service period, previously recognized compensation cost is reversed in the period the award is forfeited. Income Taxes Prior to August 14, 2020, the Company was a limited liability company taxed as a partnership. The income and losses of the Company flowed directly through to the members of the partnership. Accordingly, no provision for U.S. federal and state income taxes was reflected in the financial statements. We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities with consideration given to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. We assess the likelihood that deferred tax assets will be recovered from future taxable income and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. We adopted Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes — Balance Sheet Classification of Deferred Taxes We recognize and measure uncertain tax positions using a two-step Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common unit/stockholders is presented in conformity with the two-class two-class two-class Basic net loss per share attributable to common unit/stockholders is computed by dividing the net loss attributable to common unit/stockholders by the weighted-average number of shares of common units/stock outstanding during the period. Cumulative dividends attributable to participating securities are subtracted from net loss in determining net loss attributable to common unit/stockholders. As we have reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. Revenue Recognition On January 1, 2020, we adopted the requirements of Accounting St a 2014-09, Revenue from Contracts with Customers 340-40, Other Assets and Deferred Costs-Contracts with Customers 340-40. • Identification of the contract, or contracts, with a client. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation. Our historical revenue is derived from pilot agreements with customers to provide a digital therapeutic program that includes mobile apps and health coaching services. Clients are private health insurance providers that have contracted with us to offer our solution as a free benefit offering to their covered population. The monthly fees are recognized as earned based on the end user’s health outcomes and app usage. These pilot agreements ended during 2020. Cost of Revenue Cost of revenue consists of expenses that are closely correlated or directly related to delivery of our solutions, including salaries and benefits, equity-based compensation, consultant costs and allocated overhead costs. Segment Reporting We operate as one operating segment as we only report financial information on an aggregate basis to the Chief Executive Officer, our chief operating decision maker, who regularly reviews financial operating results for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for components or types of products or services below the unit level. As of December 31, 2020, all long-lived assets were in the United States. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) No. 2018-10, Codification Improvements to Topic 842, Leases No. 2018-11, Leases (Topic 842), Targeted Improvements No. 2018-20, Narrow-Scope Improvements for Lessor, Leases (Topic 842) No. 2019-01, Codification Improvements to Topic 842, Leases In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). year-to-date step-up In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (ASC 470-20) 815-40) 2020-06 2020-06 2020-06 |
Initial Public Offering
Initial Public Offering | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units, inclusive of 750,000 Units sold to the underwriters on January 14, 2021 upon the underwriters’ election to fully exercise their over- allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units, inclusive of 750,000 Units sold to the underwriters on January 14, 2021 upon the underwriters’ election to fully exercise their over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
Acquisition | NOTE 10 — BUSINESS COMBINATIONS On April 6, 2021, the Company entered into an agreement and plan of merger (as it may be amended or restated from time to time the “Merger Agreement”), by and among Merger Sub and Better Therapeutics. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding shares of Better Therapeutics’ common stock in exchange for 15,000,000 shares of the Company’s common stock, subject to adjustment. The Merger Agreement has been amended as of August 30, 2021 and September 27, 2021. Upon closing of the transaction contemplated by the Merger Agreement, Merger Sub will merge with and into Better Therapeutics (the “Merger”) with Better Therapeutics surviving the Merger, renamed Better Therapeutics OpCo, Inc., as a wholly owned subsidiary of MCAD. In addition, in connection with the consummation of the Business Combination, MCAD will be renamed “Better Therapeutics, Inc.” The combined company after the Business Combination is referred to as the “Combined Company.” The Merger Agreement contains customary representations, warranties, and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement. On the date the Transaction is effective (the “Effective Time”), among other items: each share of Better Therapeutics common stock (other than its restricted stock) issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into such Better Therapeutics Shareholder’s right to receive, without interest, the number of shares of the Company’s common stock equal to the product of (i) the number of shares of Better Therapeutics common stock (other than Better Therapeutics restricted stock) held by such Better Therapeutics Shareholder and (ii) the “Exchange Ratio” determined by dividing (A) the Merger Consideration (as defined in the Merger Agreement) by (B) the issued and outstanding number of shares of Better Therapeutics common stock as of the closing. In connection with the proposed Transaction, the Company has obtained commitments from interested accredited investors (each a “Subscriber”) to purchase shares of the Company’s common stock which will be issued in connection with the closing (the “PIPE Shares”), for an aggregate cash amount of $50,000,000 at a purchase price of $10.00 per share, in a private placement (the “PIPE”). Certain offering related expenses are payable by the Company, including customary fees payable to the placement agents. Such commitments are being made by way of the Subscription Agreements (the “PIPE Subscription Agreements”), by and among each Subscriber and the Company. The closing of the sale of PIPE Shares (the “PIPE Closing”) will be contingent upon the substantially concurrent consummation of the Transaction. The PIPE Closing will occur on the date of, and immediately prior to, the consummation of the Transaction. On August 18, 2021, Better Therapeutics entered into a $50.0 million secured term loan agreement with Hercules Capital, Inc. (“Hercules”). The term loan has a maturity date of August 1, 2025, which can be extended to February 1, 2026, and is secured by substantially all of Better Therapeutics’ assets. Payments due for the term loan are interest-only until March 1, 2023 (subject to extension to September 1, 2023 or September 1, 2024 upon the achievement of certain milestones), after which principal shall be repaid in equal monthly installments. Interest is payable monthly in arrears. The outstanding principal bears interest at the greater of (a) 8.95% or (b) 8.95% plus the prime rate minus 3.25%. Prepayment of the outstanding principal is permitted under the secured term loan agreement and subject to certain prepayment fees. In connection with the secured term loan agreement, Better Therapeutics paid an initial facility charge of $212,500. In addition, Better Therapeutics will be required to pay an end of term charge of the greater of (a) $892,500 and (b) 5.95% of the aggregate outstanding principal upon repayment of the loan. The secured term loan agreement contains customary representations, warranties, non-financial Therapeutics achieves certain positive clinical trial results sufficient to submit a de-novo BT-001, BT-001 Upon the closing of the Business Combination, the Company entered into a joinder agreement to the Hercules term loan and borrowed $10.0 million. PIPE and Cowen Investments Upon the closing of the Business Combination, Cowen and Company LLC (“Cowen”), placement agent f o Chardan Equity Issuance Upon the closing of the Business Combination, MCAD issued to Chardan Capital Markets, LLC, 28,750 shares of Common Stock, representing a deferred discount equal to 0.5% of the amount sold in MCAD’s initial public offering in the form of stock at a price of $10.00 per share (the “Chardan Issuance”). MCAD Redemptions and Conversion of Rights In connection with the MCAD stockholder vote on the Business Combination, MCAD stockholders redeemed an aggregate of 4,826,260 shares of Common Stock. At the Closing of the Business Combination, all outstanding rights automatically converted into one-tenth Immediately after giving effect to the Business Combination, the PIPE Investment, the Cowen Investment, the Chardan Issuance and the conversion of rights, there were 23,599,718 shares of Common Stock outstanding, and 853,015 shares of Common Stock subject to outstanding stock options of BTX at a weighted average exercise price of $8.67 per share. Amended and Restated Registration Rights Agreement At the Closing, the Company entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of MCAD with respect to the shares of Common Stock they own at the Closing, and the BTX stockholders of MCAD with respect to the Merger Consideration. The MCAD Amended and Restated Registration Rights Agreement will require the Company to, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 30 days from the Closing. The MCAD Amended and Restated Registration Rights Agreement also provides certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. The Company agrees to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement. |
BETTER THERAPEUTICS OPCO [Member] | |
Acquisition | 10. Acquisition On April 6, 2021, the Company entered into a merger agreement with Mountain Crest Acquisition Corp. II (“MCAD”), a special purpose acquisition company. Under the merger Agreement, MCAD will acquire all of the outstanding shares of the Company in exchange for 15,000,000 shares of MCAD subject to adjustment based on the closing net debt as defined in the merger agreement. In connection with the merger, MCAD shall be renamed Better Therapeutics, Inc. The Merger will be accounted for as a reverse capitalization in accordance with US GAAP. Under this method of accounting, MCAD, who is the legal acquirer, will be treated as the “acquired” company for financial reporting purposes and the Company will be treated as the accounting acquirer. |
Private Placement
Private Placement | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 185,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $1,850,000, in a private placement. The Sponsor purchased 135,000 Private Units and Chardan purchased 50,000 Private Units. On January 14, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 15,000 Private Units to the Sponsor, at a price of $10.00 per Private Unit, generating additional gross proceeds of $150,000. (see Note 8). Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 185,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $1,850,000, in a private placement. The Sponsor purchased 135,000 Private Units and Chardan purchased 50,000 Private Units. On January 14, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 15,000 Private Units to the Sponsor, at a price of $10.00 per Private Unit, generating additional gross proceeds of $150,000. Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 7, 2021, the holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three Underwriting Agreement The underwriters are entitled to 5.5% of the gross proceeds of the Company’s IPO as underwriting discounts, of which 2.0% was paid at the closing of the Company’s IPO. The payment of 3.5% of the gross proceeds of the Company’s IPO was deferred until the consummation of a business combination involving the Company, out of which 3.0% will be paid in cash and 0.5% will be paid in the form of the Company’s shares. On January 12, 2021, the Company consummated the IPO of 5,000,000 units, generating gross proceeds of $50,000,000, and paid $1,000,000 to the underwriters as the underwriting discounts. The Company granted the underwriters a 45-day The underwriters are entitled to a deferred fee of $0.30 per Unit, or $1,725,000, upon the exercise of the over-allotment option, on January 14, 2021. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company has agreed to issue Chardan and/or its designees at the close of a Business Combination, a deferred discount equal to 0.5% of the amount sold in the Initial Public Offering in the form of the Company’s shares of common stock, at a price of $10.00 per share (28,750 shares), see Note 8. | NOTE 7 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 7, 2021, the holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Chardan may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.30 per Unit, or $1,725,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company has agreed to issue Chardan and/or its designees at the close of a Business Combination, a deferred discount equal to 0.5% of the amount sold in the Initial Public Offering in the form of the Company’s shares of common stock, at a price of $10.00 per share (28,750 shares). The Company recorded the value of the shares to be issued in the amount of $287,500 as an expense of the Initial Public Offering, resulting in a charge to stockholders’ equity, with a corresponding credit to deferred underwriting fee payable. | |
BETTER THERAPEUTICS OPCO [Member] | |||
Commitments and Contingencies | 8. Commitments and Contingencies From time to time, we become involved in claims and other legal matters arising in the ordinary course of business. We investigate these claims as they arise. Although claims are inherently unpredictable, we are currently not aware of any matters that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial position or cash flows. We record liabilities for legal and other contingencies when losses are probable and estimable. We have recorded an accrual for such contingencies as we believe that there was at least a reasonable possibility that we will incur a material loss with respect to such loss contingencies as of September 30, 2021. We enter into agreements in the normal course of business with various vendors, which are generally cancelable upon notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable | 14. Commitments and Contingencies Operating Leases We entered into an operating lease agreement for our office. We recognized the operating lease costs on a straight-line basis over the term of each agreement, considering provisions such as free or escalating base monthly rental payments or deferred payment terms. We record rent expense associated with operating lease obligations in operating expenses in the statements of operations. In August 2020, we negotiated a termination settlement of this office lease for $168 with $56 remaining in other accrued liabilities as of December 31, 2020. As a result, our minimum payments under the operating lease as of December 31, 2020 was zero. Rent expense for the years ended December 31, 2020 and 2019 was $131 and $331, respectively. Legal Matters From time to time, we become involved in claims and other legal matters arising in the ordinary course of business. We investigate these claims as they arise. Although claims are inherently unpredictable, we are currently not aware of any matters that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial position or cash flows. We record liabilities for legal and other contingencies when losses are probable and estimable. Although the results of litigation and claims are inherently unpredictable, we have not recorded an accrual for such contingencies as we believe that there was not at least a reasonable possibility that we had incurred a material loss with respect to such loss contingencies as of December 31, 2020 and 2019. |
Related Party Transactions
Related Party Transactions | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 16, 2020, the Company issued 1,437,500 shares of common stock (the “Founder Shares”) to th e Sponsor The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on January 12, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s Audit Committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. Promissory Note — Related Party On August 1, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into private units at a price of $10.00 per unit. The private units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On October 16, 2020, the Company issued 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The 1,437,500 Founder Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor. As a result of the underwriters’ election to fully exercise their over-allotment option on January 14, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of nine months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on January 12, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s Audit Committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $90,000, respectively, in fees for these services. For the period from July 31, 2020 (inception) through September 30, 2020, the Company did not incur any fees for these services. Promissory Note — Related Party On August 1, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into private units at a price of $10.00 per unit. The private units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. For the period ended September 30, 2021, the company had no outstanding related party loans. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest | |
BETTER THERAPEUTICS OPCO [Member] | |||
Related Party Transactions | 9. Related Party Transactions In the nine months ended September 31, 2021 and 2020, the Company issued $11,815 and $8,657 in SAFEs to a significant shareholder, respectively. In March 2021, Andy Armanino, the former chief executive officer of Armanino LLP and close relative to the current chief executive officer of Armanino LLP joined the company’s board of directors. The company used Armanino LLP for tax, valuation and outsourced accounting services. During the nine months ended September 30, 2021, the company incurred $217 in fees related to these services. | 15. Related Party Transactions In 2019, the Company issued $4,000 in convertible promissory notes to a significant holder of common and preferred units. In 2020, the company issued $3,550 in additional convertible promissory notes to the same significant holder of common and preferred units. As part of the conversion to a Delaware corporation in August 2020, these convertible promissory notes and accrued interest were exchanged for $7,657 of SAFEs. After the conversion to a Delaware corporation, an additional $2,630 in SAFEs were issued to the significant shareholder. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | ||
Debt [Line Items] | ||
Debt | 2. Debt On May 9, 2020 (the “Origination Date”), the Company received $640 in aggregate loan proceeds (the “PPP Loan”) from Celtic Bank Corporation (the “Lender”) pursuant to the Paycheck Protection Program established under the CARES Act (the Coronavirus Aid, Relief, and On August 18, 2021, we entered into a $50.0 million secured term loan agreement with Hercules Capital, Inc. (“Hercules”). The term loan has a maturity date of August 1, 2025, which can be extended to February 1, 2026, and is secured by substantially all of our assets. Payments due for the term loan are interest-only until March 1, 2023 (subject to extension to September 1, 2023 or September 1, 2024 upon the achievement of certain milestones), after which principal shall be repaid in equal monthly installments. Interest is payable monthly in arrears. The outstanding principal bears interest at the greater of (a) 8.95% or (b) 8.95% plus the prime rate minus 3.25%. Prepayment of the outstanding principal is permitted under the secured term loan agreement and subject to certain prepayment fees. In connection with the secured term loan agreement, we paid an initial facility charge of $212,500. In addition, we will be required to pay an end of term charge of the greater of (a) $892,500 and (b) 5.95% of the aggregate outstanding principal upon repayment of the loan. The secured term loan agreement contains customary representations, warranties, non-financial de-novo BT-001, BT-001 | 5. Debt In 2019, the company issued $5,000 in convertible promissory notes. In 2020, the company issued $3,650 additional convertible promissory notes. These notes bore interest at 2.13% per annum and were due upon written demand of the purchaser at any time after July 19, 2020 or upon a change in control. The notes were convertible into series B preferred units upon the occurrence of a series B financing at a price equal to the convertible note principle plus accrued interest divided by the price per series B preferred unit sold to the investors in the series B financing. As of December 31, 2019, accrued interest of $27 was recorded in other accrued liabilities. On August 14, 2020, upon the conversion of the company to a Delaware corporation, the convertible promissory notes and accrued interest were exchanged for an equivalent amount of SAFE agreements as described in Note 6. On May 9, 2020 (the “Origination Date”), the Company received $640 in aggregate loan proceeds (the “PPP Loan”) from Celtic Bank Corporation (the “Lender”) pursuant to the Paycheck Protection Program established under the CARES Act (the Coronavirus Aid, Relief, and Economic Security Act) of 2020. Payments of principal and interest were deferred for the first ten months following the Origination Date, and the PPP Loan was maturing in two years after the Origination Date. Following the deferral period, the Company will be required to make payments of principal and interest accrued under the PPP Loan in monthly installments of $36 and taking into consideration any portion of the PPP Loan that may be forgiven prior to that time. The PPP Loan bore interest at 1%. On December 30, 2020, the Company applied for loan forgiveness under the CARES Act and the monthly installment payments have been further deferred until notification of any loan forgiveness. The Company believes it meets the eligibility and requirements for debt forgiveness; however, it cannot be certain of any such forgiveness until all steps of the application have been completed and approved. Therefore, the PPP Loan’s outstanding debt and accrued interest balance is reported as long-term debt on the balance sheet as of December 31, 2020. |
Preferred Units
Preferred Units | 12 Months Ended |
Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | |
Temporary Equity [Line Items] | |
Preferred Units | 7. Preferred Units As of December 31, 2019 Units Units Aggregate Series Seed Preferred Units 1,066,667 1,066,667 $ 2,000 Series A Preferred Units 5,500,000 4,999,807 24,646 Total Preferred Units 6,566,667 6,066,474 $ 26,646 Series Seed On May 4, 2015, the company entered into a Series Seed Preferred Unit Purchase Agreement to issue Series Seed Preferred Units to an investor for cash. The Company issued 1,066,667 units of Series Seed Preferred Units at an issue price of $1.875 per share, or $2,000. Series A On December 2, 2015, the company entered into a Series A Preferred Unit Purchase Agreement to issue Series A Preferred Units to investors for cash. The Company issued 1,480,527 Series A Preferred Units at an issue price of $4.441 per share, or $6,575. Dividends Holders of the Series A Preferred Units are entitled to an annual return equal to six Liquidation Holders of both Series Seed and Series A Preferred Units are entitled to receive a liquidation preference prior to any distribution to holders of common units. The liquidation preference is in the following order of priority: first, to the holders of Series A Preferred Units pro rata based on their respective unreturned capital contribution balance, $22,204 as of December 31, 2019; second, to the holders of the Series A Preferred Units pro rata based on their unpaid cumulative dividends, $2,442 as of December 31, 2019; third, to the holders of Series Seed Preferred Units pro rata based on their respective unreturned capital contribution balance, $2,000 as of December 31, 2019; and thereafter, all unit holders (preferred and common) pro rata in accordance with their respective percentage of ownership of units. Conversion The holders of Series Seed and Series A Preferred Units had a right to convert into common units at any time. The conversion ratio is determined by dividing the original issue price by the applicable conversion price. The Series Seed Preferred Unit conversion price shall initially be $1.875 and the Series A Preferred Unit conversion price shall initially be equal to $4.441. The Conversion Price is subject to customary anti- dilution provisions, including adjustments for stock splits and stock dividends. The convertible preferred stock is classified in the balance sheet as temporary equity as a result of a redemption feature that is not solely in the control of the Company. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | |
Temporary Equity [Line Items] | |
Preferred Stock | 8. Preferred Stock On August 14, 2020, the Company changed the corporate structure to a Delaware corporation. Upon the change in the corporate structure, each of the Series Seed Preferred Units and Series A Preferred Units were canceled and converted into a corresponding number of shares of Series Seed Preferred Stock and Series A Preferred Stock, $0.0001 par value, at an original issue price of $1.875 and $4.441, respectively. The total number of shares of preferred stock authorized and issued as of December 31, 2020 is 6,066,474. Dividends Holders of the Series A Preferred Stock are entitled to six Liquidation Holders of both Series Seed and Series A Preferred Stock are entitled to receive a liquidation preference prior to any distribution to holders of common stock. The liquidation preference is in the following order of priority: first, to the holders of Series A Preferred Stock pro rata based on their respective original issue price; second, to the holders of the Series A Preferred Stock pro rata based on their unpaid cumulative dividends; third, to the holders of Series Seed Preferred Stock pro rata based on their respective original issue price; and thereafter, all stockholders (preferred and common) pro rata in accordance with their respective percentage of ownership of units. Conversion The holders of Series Seed and Series A Preferred Stock have a right to convert into common stock at any time. The conversion ratio is determined by dividing the original issue price by the applicable conversion price. The Series Seed Preferred Stock conversion price shall initially be $1.875 and the Series A Preferred Stock conversion price shall initially be equal to $4.441. The Conversion Price is subject to customary anti- dilution provisions, including adjustments for stock splits and stock dividends. Additionally, all outstanding shares of the preferred stock shall automatically be converted into shares of underlying common stock upon the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, the public offering price of which is not less than $13.323 per share. Voting Rights Holders of preferred stock are entitled to the same voting rights as the common stockholders. The holders of common stock and preferred stock shall vote together as a single class (on an as-converted The convertible preferred stock is classified in the balance sheet as temporary equity as a result of a redemption feature that is not solely in the control of the Company. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | ||
Share-Based Compensation | 6. Share-Based Compensation In August 2020, we adopted the Better Therapeutics, Inc. 2020 Stock Option and Grant Plan (the “2020 Plan”) to grant equity-based incentives to officers, directors, consultants and employees. The equity-based incentives include Incentive Stock Options, Non-Qualified Stock Options Stock options granted vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably on a monthly basis over the following 36 months. Options generally expire 10 years from the date of grant. Stock option activity under the Plans for the periods presented is as follows: Options Outstanding Shares Subject Weighted- Weighted Aggregate Balance as of December 31, 2020 215,625 $ 0.47 9.6 — Authorized — — Granted 687,150 $ 10.61 Exercised — — Forfeited — — Balance as of September 30, 2021 902,775 $ 8.19 9.36 $ 545 Aggregate intrinsic value represents the difference between the exercise price and the fair value of the shares underlying common stock. The weighted-average grant date fair value of stock options granted to employees during the nine months ended September 30, 2021 was $2.43 per share. As of September 30, 2021, total unrecognized compensation expense related to unvested stock options was $1,863 which is expected to be recognized over a weighted-average period of 4 years. The fair value of each option award granted to employees is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates, and the dividend yield of our common stock. The assumptions used to determine the fair value of the option awards represent our best estimates. These estimates involve inherent uncertainties and the application of our judgment. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, which is generally four years. The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Nine Months Expected Term (Years) 6.04 Expected Volatility 43 % Risk-free interest rate 1.04 % Dividend Yield — Restricted Stock The Company issued 622,126 shares of restricted stock under the 2020 Plan during the year ended December 31, 2020 in connection with the conversion of the profits interest units. During the three and nine months ended September 30, 2021, 43,516 and 130,860, respectively were vested and converted into unrestricted common stock. As of September 30, 2020 there were 399,688 shares of restricted stock. Total stock-based compensation expense for time-based restricted stock of $68 is Equity-Based Compensation Expense Equity-based compensation expense in the statement of operations is summarized as follows: Nine Months Nine Months Cost of Revenue $ 1 $ 2 Research and development 41 89 General and administrative 43 101 Total equity-based compensation expense $ 85 $ 192 | 12. Share-Based Compensation In August 2020, we adopted the Better Therapeutics, Inc. 2020 Stock Option and Grant Plan (the “2020 Plan”) to grant equity-based incentives to officers, directors, consultants and employees. The equity-based incentives include Incentive Stock Options, Non-Qualified Stock Options Stock options granted vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably on a monthly basis over the following 36 months. Options generally expire 10 years from the date of grant. Stock option activity under the Plans for the periods presented is as follows: Options Outstanding Shares Weighted- Weighted Life (Years) Aggregate Balance as of August 14, 2020 — $ — Authorized — — Granted 215,625 0.47 Exercised — — Forfeited — — Balance as of December 31, 2020 215,625 $ 0.47 9.6 — Aggregate intrinsic value represents the difference between the exercise price and the fair value of the shares underlying common stock. The weighted-average grant date fair value of stock options granted to employees during the years ended December 31, 2020 was $0.18 per share. As of December 31, 2020, total unrecognized compensation expense related to unvested stock options was $29, which is expected to be recognized over a weighted-average period of 3.1 years. The fair value of each option award granted to employees is estimated on the grant date using the Black- Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates, and the dividend yield of our common stock. The assumptions used to determine the fair value of the option awards represent our best estimates. These estimates involve inherent uncertainties and the application of our judgment. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, which is generally four years. The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Year Ended 2020 Expected Term (Years) 6.08 Expected Volatility 45 % Risk-free interest rate 0.41 % Dividend Yield — Restricted Stock The Company issued 622,126 shares of restricted stock under the 2020 Plan during the year ended December 31, 2020 in connection with the conversion of the profits interest units. During 2020, 104,598 were vested and converted into unrestricted common stock. As of December 31, 2020 there were 517,528 shares of restricted stock. Total stock-based compensation expense for time-based stock options of $119 is expected to be recognized on a straight-line basis over approximately the next 2.1 years for the unvested restricted stock outstanding as of December 31, 2020. Total stock-based compensation expense for performance-based stock options of $40 is expected to be recognized on a straight-line basis over approximately the next 1.25 years for the unvested restricted stock outstanding as of December 31, 2020. For the year ended December 31, 2020, the Company recorded compensation expense of $127 related to the modification of terms of the profits interest units upon conversion to restricted shares. Profits Interest Unit Awards In 2015, the Company adopted the 2015 Equity Incentive Plan for the issuance of profits interest unit awards to employees, directors, members and consultants. Since the profits interest units are not redeemable for cash, the Company has classified these awards as equity. The profits interest units are common units with a profits interest distribution threshold and give the holder a right to share in the appreciation in the value of the Company and share in any distributions of profits. The profits interest units are not transferrable and do not require an initial investment. The profit interest unit awards generally vest over four years Profits Interest Units Outstanding Units Profits Subject to Weighted- Balance as of December 31, 2018 679,000 780,710 0.25 Granted (373,961 ) 373,961 0.32 Exercised — (271,229 ) 0.25 Forfeited 44,454 (44,454 ) 0.24 Balance as of December 31, 2019 349,493 838,988 $ 0.30 The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Year Ended 2019 Expected Term (Years) 3.50 Expected Volatility 50 % Risk-free interest rate 2.45 % Dividend Yield — Equity-Based Compensation Expense Equity-based compensation expense in the statement of operations is summarized as follows: Year Ended 2020 2019 Cost of Revenue $ 3 $ 1 Research and development 102 43 General and administrative 128 40 Total equity-based compensation expense $ 233 $ 84 |
Safe Agreements
Safe Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | ||
Simple Agreements For Future Equity Disclosure [Line Items] | ||
SAFE Agreements | 3. SAFE Agreements On August 14, 2020, upon the conversion of the company to a Delaware corporation, $8,774 in convertible promissory notes and related accrued interest were exchanged for an equivalent number of SAFE agreements. In addition, during 2020, the Company issued an additional $3,155 in SAFEs. During the nine months ended September 30, 2021, the Company issued an additional $18,675 in SAFEs. These SAFEs allow the investors to participate in future equity financings through a share-settled redemption of the amount invested. Alternatively, upon the occurrence of a change of control or an initial public offering, the investors shall have the option to receive either (i) a cash payment equal to the invested amount under such SAFE, or (ii) the amount payable on the number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE. If there is a dissolution of the company, the investor will be entitled to receive the cash payment equal to the invested amount under such SAFE. The SAFEs include a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFEs are classified as marked-to-market The SAFEs were marked to fair value as of September 30, 2021 and 2020 resulting in a change in fair value reported as a loss of $8,779 and a gain of $338 for the nine months ended September 30, 2021 and 2020, respectively. | 6. SAFE Agreements On August 14, 2020, upon the conversion of the company to a Delaware corporation, $8,774 in convertible promissory notes and related accrued interest were exchanged for an equivalent number of SAFE agreements. In addition, during 2020, the Company issued an additional $3,155 in SAFEs. These SAFEs allow the investors to participate in future equity financings through a share-settled redemption of the amount invested. Alternatively, upon the occurrence of a change of control or an initial public offering, the investors shall have the option to receive either (i) a cash payment equal to the invested amount under such SAFE, or (ii) the amount payable on the number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE. If there is a dissolution of the company, the investor will be entitled to receive the cash payment equal to the invested amount under such SAFE. The SAFEs include a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFEs are classified as marked-to-market The SAFEs were marked to fair value as of December 31, 2020, resulting in a change in fair value reported as a gain of $189 for the year ended December 31, 2020. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Unit Stockholders | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net Loss Per Share Attributable to Common Unit/Stockholders | 5. Net Loss Per Share Attributable to Common Unit / Stockholders Series Seed Preferred Stock, Series A Preferred Stock, and common stock are participating securities in the calculation of loss per share as they participate in undistributed earnings on an as-if-converted The following table sets forth the computation of basic and diluted Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Net Loss $ (12,461 ) $ (2,167 ) $ (26,441 ) $ (4,636 ) Less: Cumulative preferred dividends allocated to Series A preferred stockholders (403 ) (379 ) (1,185 ) (1,118 ) Net loss attributable to common stockholders, basic and diluted (12,864 ) (2,546 ) (27,626 ) (5,754 ) Weighted average common stock outstanding 5,268,758 5,079,685 5,229,258 5,063,191 Loss per share attributable to common unit / shareholders, basic and diluted $ (2.44 ) $ (0.50 ) $ (5.28 ) $ (1.14 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Convertible Series Seed Preferred Units / Stock 1,066,667 1,066,667 1,066,667 1,066,667 Convertible Series A Preferred Units / Stock 4,999,807 4,999,807 4,999,807 4,999,807 Profits Interest Units — 835,789 — 835,789 SAFE agreements 6,925,497 — 6,925,497 — Restricted stock 355,197 — 355,197 — Stock Options 902,775 — 227,125 — 14,249,943 6,902,263 13,574,293 6,902,263 | 11. Net Loss Per Share Attributable to Common Unit/Stockholders Series Seed Preferred Stock, Series A Preferred Stock, and common stock are participating securities in the calculation of loss per share as they participate in undistributed earnings on an as-if-converted The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): Year Ended December 31, 2020 2019 Net Loss $ (6,387 ) $ (5,784 ) Less: Cumulative preferred dividends allocated to Series A preferred stockholders (1,507 ) (1,379 ) Net loss attributable to common stockholders, basic and diluted (7,894 ) (7,163 ) Weighted average common stock outstanding 5,022,339 4,743,755 Loss per share attributable to common unit/shareholders, basic and diluted $ (1.57 ) $ (1.51 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: For the Year Ended 2020 2019 Convertible Series Seed Preferred Units/Stock 1,066,667 1,066,667 Convertible Series A Preferred Units/Stock 4,999,807 4,999,807 Profits Interest Units — 349,493 SAFE agreements 2,719,827 — Restricted stock 517,528 — Stock Options 215,625 — 9,519,454 6,415,967 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 10 — BUSINESS COMBINATIONS On April 6, 2021, the Company entered into an agreement and plan of merger (as it may be amended or restated from time to time the “Merger Agreement”), by and among Merger Sub and Better Therapeutics. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding shares of Better Therapeutics’ common stock in exchange for 15,000,000 shares of the Company’s common stock, subject to adjustment. The Merger Agreement has been amended as of August 30, 2021 and September 27, 2021. Upon closing of the transaction contemplated by the Merger Agreement, Merger Sub will merge with and into Better Therapeutics (the “Merger”) with Better Therapeutics surviving the Merger, renamed Better Therapeutics OpCo, Inc., as a wholly owned subsidiary of MCAD. In addition, in connection with the consummation of the Business Combination, MCAD will be renamed “Better Therapeutics, Inc.” The combined company after the Business Combination is referred to as the “Combined Company.” The Merger Agreement contains customary representations, warranties, and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement. On the date the Transaction is effective (the “Effective Time”), among other items: each share of Better Therapeutics common stock (other than its restricted stock) issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into such Better Therapeutics Shareholder’s right to receive, without interest, the number of shares of the Company’s common stock equal to the product of (i) the number of shares of Better Therapeutics common stock (other than Better Therapeutics restricted stock) held by such Better Therapeutics Shareholder and (ii) the “Exchange Ratio” determined by dividing (A) the Merger Consideration (as defined in the Merger Agreement) by (B) the issued and outstanding number of shares of Better Therapeutics common stock as of the closing. In connection with the proposed Transaction, the Company has obtained commitments from interested accredited investors (each a “Subscriber”) to purchase shares of the Company’s common stock which will be issued in connection with the closing (the “PIPE Shares”), for an aggregate cash amount of $50,000,000 at a purchase price of $10.00 per share, in a private placement (the “PIPE”). Certain offering related expenses are payable by the Company, including customary fees payable to the placement agents. Such commitments are being made by way of the Subscription Agreements (the “PIPE Subscription Agreements”), by and among each Subscriber and the Company. The closing of the sale of PIPE Shares (the “PIPE Closing”) will be contingent upon the substantially concurrent consummation of the Transaction. The PIPE Closing will occur on the date of, and immediately prior to, the consummation of the Transaction. On August 18, 2021, Better Therapeutics entered into a $50.0 million secured term loan agreement with Hercules Capital, Inc. (“Hercules”). The term loan has a maturity date of August 1, 2025, which can be extended to February 1, 2026, and is secured by substantially all of Better Therapeutics’ assets. Payments due for the term loan are interest-only until March 1, 2023 (subject to extension to September 1, 2023 or September 1, 2024 upon the achievement of certain milestones), after which principal shall be repaid in equal monthly installments. Interest is payable monthly in arrears. The outstanding principal bears interest at the greater of (a) 8.95% or (b) 8.95% plus the prime rate minus 3.25%. Prepayment of the outstanding principal is permitted under the secured term loan agreement and subject to certain prepayment fees. In connection with the secured term loan agreement, Better Therapeutics paid an initial facility charge of $212,500. In addition, Better Therapeutics will be required to pay an end of term charge of the greater of (a) $892,500 and (b) 5.95% of the aggregate outstanding principal upon repayment of the loan. The secured term loan agreement contains customary representations, warranties, non-financial Therapeutics achieves certain positive clinical trial results sufficient to submit a de-novo BT-001, BT-001 Upon the closing of the Business Combination, the Company entered into a joinder agreement to the Hercules term loan and borrowed $10.0 million. PIPE and Cowen Investments Upon the closing of the Business Combination, Cowen and Company LLC (“Cowen”), placement agent f o Chardan Equity Issuance Upon the closing of the Business Combination, MCAD issued to Chardan Capital Markets, LLC, 28,750 shares of Common Stock, representing a deferred discount equal to 0.5% of the amount sold in MCAD’s initial public offering in the form of stock at a price of $10.00 per share (the “Chardan Issuance”). MCAD Redemptions and Conversion of Rights In connection with the MCAD stockholder vote on the Business Combination, MCAD stockholders redeemed an aggregate of 4,826,260 shares of Common Stock. At the Closing of the Business Combination, all outstanding rights automatically converted into one-tenth Immediately after giving effect to the Business Combination, the PIPE Investment, the Cowen Investment, the Chardan Issuance and the conversion of rights, there were 23,599,718 shares of Common Stock outstanding, and 853,015 shares of Common Stock subject to outstanding stock options of BTX at a weighted average exercise price of $8.67 per share. Amended and Restated Registration Rights Agreement At the Closing, the Company entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of MCAD with respect to the shares of Common Stock they own at the Closing, and the BTX stockholders of MCAD with respect to the Merger Consideration. The MCAD Amended and Restated Registration Rights Agreement will require the Company to, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 30 days from the Closing. The MCAD Amended and Restated Registration Rights Agreement also provides certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. The Company agrees to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement. |
Shareholders' Deficit
Shareholders' Deficit | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity And Common Stock Subject To Possible Redemption | NOTE 7 — STOCKHOLDER’S EQUITY Common Stock Rights one-tenth pre-business one-tenth as-converted The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 8 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Shares In January 2021, the Company intended to issue to Chardan and/or its designees 170,000 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,700,000 based upon the offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up | NOTE 8 — STOCKHOLDERS’ EQUITY AND COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Common Stock there were 7,557,500 shares of common stock issued and outstanding, including 5,750,000 shares of common stock subject to possible redemption which are presented as temporary equity and 1,807,500 in common stock presented as permanent equity. At December 31, 2020, there were 1,437,500 shares of common stock issued and outstanding, no shares subject to possible redemption or presented in temporary equity. Rights one-tenth pre-business one-tenth as-converted The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 8 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Shares In January 2021, the Company intended to issue to Chardan and/or its designees 170,000 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,700,000 based upon the offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering exce p | |
BETTER THERAPEUTICS OPCO [Member] | |||
Stockholders' Equity And Common Stock Subject To Possible Redemption | 9. Shareholders’ Deficit Common Units In 2015, we issued 4,000,000 common units of Better Therapeutics LLC for a purchase price of $10. Common Stock On August 14, 2020, the Company changed the corporate structure to a Delaware corporation. Upon the change in the corporate structure, each of the Common Units were canceled and converted into a corresponding number of shares of Common Stock with a par value of $0.0001 per share. In addition, each of the outstanding profits interest units were canceled and converted into 1,697,314 shares of Common stock. The total number of shares of common stock authorized and issued as of December 31, 2020 is 14,000,000 and 5,697,314, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, and December 31, 2020, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 57,506,681 $ — | |
BETTER THERAPEUTICS OPCO [Member] | ||
Fair Value Measurements | 4. Fair Value Measurements The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The following tables sets forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities SAFE Agreements $ — $ — $ 39,194 $ 39,194 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities SAFE Agreements $ — $ — $ 11,740 $ 11,740 The Company’s SAFE agreements are recorded at fair value in our balance sheet. The fair value of the Company’s SAFE agreements is based on significant inputs not observable in the market which cause the instrument to be classified as Level 3 measurements within the fair value hierarchy. We measure financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company assesses these assumptions and estimates on an on-going | 10. Fair Value Measurements The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The following tables sets forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities SAFE Agreements $ — $ — $ 11,740 $ 11,740 The Company’s SAFE agreements issued in 2020 are recorded at fair value in our balance sheet. The fair value of the Company’s SAFE agreements is based on significant inputs not observable in the market which cause the instrument to be cl a as-if as-if on-going Changes in the fair value of the SAFE agreements are recognized with the statement of operations. The fair value of the Company’s SAFE agreements was $11,740 as of December 31, 2020. As of December 31, 2020 and 2019, the Company did not have any other financial assets or liabilities measured at fair value. |
Research and Development Payrol
Research and Development Payroll Tax Credits | 12 Months Ended |
Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | |
Tax Credit Carryforward [Line Items] | |
Research and Development Payroll Tax Credits | 4. Research and Development Payroll Tax Credits As of December 31, 2020 and 2019, the Company had research and development payroll tax credit receivables of $496 and $250, respectively. The current portion as of December 31, 2020 of $216 was reflected in other current assets and the long-term portion of $280 was reflected in other long-term assets. As of December 31, 2019, the entire balance was reflected in other long-term assets. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | ||
Income Taxes | 7. Income Taxes The effective tax rate was 1% for the nine months ended September 30, 2021. The effective tax rate differs from our statutory tax rate of 21%, primarily due to a reduction in the deferred tax liability as of September 30, 2021 resulting in a benefit from income taxes for the nine months ended September 30, 2021. Prior to August 14, 2020 Better was a limited liability company and had no income tax liability. | 13. Income Taxes We recorded an income tax provision of $ 153 December 31, Current: Federal $ — State 1 Total current 1 Deferred: Federal 152 State — Total deferred 152 Total provision for income taxes $ 153 The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows: Year Ended Expected income tax benefit at the federal statutory rate $ (1,309 ) State taxes, net of federal benefit (2 ) Research and development credit, net (208 ) Deferred tax on conversion to a corporation 907 Non-deductible 3 Partnership loss 676 Other 1 Change in valuation allowance 85 Total $ 153 Significant components of our deferred tax assets are summarized as follows: December 31, Deferred tax assets: Federal and state new operating loss carryforwards $ 864 Research and development tax credits 207 Depreciation and amortization 29 Accruals and reserves 1 Gross deferred tax assets 1,101 Valuation Allowance (85 ) Net deferred tax assets 1,016 Deferred tax Liabilities: Capitalization of internal use software (1,168 ) Net deferred tax liabilities (1,168 ) Net deferred tax liability $ (152 ) As of December 31, 2020, we had $4,109 of federal and $21 of state net operating loss carryforwards available to offset future taxable income. Carryforwards for the current period and future years do not expire for federal purposes and begin to expire in 2040 for state purposes. As of December 31, 2020, the Company had federal and state research credit carryforwards of $163 and $144, respectively. The federal research credits begin to expire in 2040 while the California research credits carry forward have an indefinite life. Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions. The Company has not completed a Section 382 analysis. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was passed into law. The CARES Act includes several significant business tax provisions including modification to the taxable income limitation for utilization of net operating losses incurred in 2019 and 2020, an increase to the limitation on deductibility of certain business interest expense, bonus depreciation for purchases of qualified improvement property and special deductions on certain corporate charitable contributions. The Company analyzed the provisions of the CARES Act and determined there was no impact to its income tax provision for the year ended December 31, 2020. Uncertain Tax Positions We are required to inventory, evaluate, and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of such positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. The following is a summary of the changes in the Company’s gross unrecognized tax benefits: December 31, Balance as of August 14, 2020 $ — Increase related to tax position taken 77 Balance as of December 31, 2020 77 As of December 31, 2020, the total amount of gross unrecognized tax benefits was $77, which, if recognized, would have an impact on the Company’s effective tax rate. The Company estimates that there will be no material changes in its uncertain tax positions in the next 12 months. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. There are no interest and penalties recognized in the statement of operations for the year ended December 31, 2020. We file federal and state income tax returns in the U.S. For U.S. federal and state income tax purposes, the statute of limitations currently remains open for all years due to our NOL carryforwards. We are not currently under examination in any jurisdiction. Since the losses of the Company prior to the conversion to a Delaware corporation flowed directly to the members of the Company for tax purposes, no provision for income taxes has been reflected in the financial statements for the year ended December 31, 2019. |
Subsequent Events
Subsequent Events | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Text Block] | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 12, 2021, the Company consummated the IPO of 5,000,000 units, which were sold at an offering price of $10.00 per unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day Transaction costs associated with the underwriters’ full exercise of their over-allotment option amounted to $375,000, consisting of $150,000 in cash underwriting fees and $225,000 of deferred underwriting fees. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 187,500 Founder Shares are no longer subject to forfeiture. | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 28, 2021, the Company consummated the previously announced merger pursuant to the Merger Agreement. (See Note 10) | |
BETTER THERAPEUTICS OPCO [Member] | |||
Subsequent Events [Text Block] | 16. Subsequent Events In January 2021, the Company issued $4,700 in SAFEs to a significant shareholder. In March 2021, Andy Armanino, the former chief executive officer of Armanino LLP and close relative to the current chief executive officer of Armanino LLP joined the company’s board of directors. The company uses Armanino LLP for tax, valuation and outsourced accounting services. During the year ended December 31, 2020 and 2019, the company incurred $62 and $191, respectively, in fees related to these services. In March 2021, the Company signed a non-binding |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. | |
Emerging Growth Company Status | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and Stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Concentration of Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | ||
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: 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 | ||
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial start-up | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Common Share Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that were subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net income (loss) per share. Accretion associated with the redeemable shares of common stock is excluded from net income (loss) per share as the redemption value approximates fair value. The Company has not considered the effect of the rights sold in the Initial Public Offering and the private placement that convert into 795,000 common stock in the calculation of diluted loss per share, since the conversion of the rights into common stock are contingent upon the occurrence of future events. The rights are exercisable to purchase 795,000 shares of common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the net income (loss) of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period 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 ) $ — $ — | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common unit / stockholders is presented in conformity with the two-class two-class two-class Basic net loss per share attributable to common unit / stockholders is computed by dividing the net loss attributable to common unit / stockholders by the weighted-average number of shares of common units / stock outstanding during the period. Cumulative dividends attributable to participating securities are subtracted from net loss in determining net loss attributable to common unit / stockholders. As we have reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. |
Recent Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 12, 2021, offering costs amounting to $4,844,093 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $61,894 of deferred offering costs recorded in the accompanying balance sheet. | Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounting to $5,131,593 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of September 30, 2021, and December 31, 2020, there were $0 and $61,894 of deferred offering costs recorded in the accompanying balance sheets. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021 substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At December 31, 2020 the Company had no assets held in the Trust Account. | ||
BETTER THERAPEUTICS OPCO [Member] | |||
Basis of Presentation | Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Amounts are presented in thousands except share and per share information. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021. Accordingly, these interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019. | Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Amounts are presented in thousands except share and per share information. | |
Comprehensive Loss | Comprehensive Loss For the years ended December 31, 2020 and 2019, there was no difference between comprehensive loss and net loss. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use | |
Emerging Growth Company Status | Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we do not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. | Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we do not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. | |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. We maintain our cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. We invest our cash equivalents in highly rated money market funds. We have not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk on cash and cash equivalents and perform periodic evaluations of the credit standing of such institutions. | ||
Fair Value Measurements | Fair Value Measurements The carrying value of our financial instruments, including cash equivalents, accounts payable, accrued liabilities and notes payable approximates fair value due to their short-term nature. The Company’s investment portfolio consists of money market funds, which are carried at fair value. The company has determined the carrying value to be equal to the fair value and has classified these investments as Level 1 financial instruments. We measure financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Certain SAFEs are classified as Level 3 financial instruments. The balance of the SAFEs are $11,740 as of December 31, 2020, and are presented as long-term liabilities in the accompanying balance sheets. | ||
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Computer, equipment and software 3 years Furniture and fixtures 5 years | ||
Capitalized Internal-Use Software Costs | Capitalized Internal-Use Costs incurred to develop software and our platform for internal use consist primarily of direct employee-related and third-party contractor costs and are accounted for pursuant to ASC 350-40, Internal Use Software internal-use | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review long-lived assets for impairment when circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the sum of the future undiscounted cash flows the assets are expected to generate over the remaining useful lives of the assets. If a long-lived asset fails a recoverability test, we measure the amount by which the carrying value of the asset exceeds its fair value. There were no events or changes in business circumstances during the years ended December 31, 2020 and 2019 that indicated the carrying amounts of any long-lived assets w e | ||
Advertising Expense | Advertising Expense We recognize advertising expenses as they are incurred, and such costs are included in sales and marketing expense in the statements of operations. During the years ended December 31, 2020 and 2019, advertising expense totaled $14 and $122, respectively. | ||
Equity-Based Compensation | Equity-Based Compensation We account for equity-based compensation arrangements granted to employees in accordance with ASC 718, “ Compensation: Stock Compensation We account for equity-based compensation arrangements issued to non-employees 2018-07, Compensation-Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting non-employee We estimate the fair value of each equity-based award on the date of grant using the Black-Scholes option-pricing Fair Value of Common Units or Common Stock — Expected Term — time-to-vesting non-employees, Expected Volatility — Risk-Free Interest Rate — zero-coupon Dividend Yield — We account for forfeitures when they occur. For awards forfeited before completion of the requisite service period, previously recognized compensation cost is reversed in the period the award is forfeited. | ||
Income Taxes | Income Taxes Prior to August 14, 2020, the Company was a limited liability company taxed as a partnership. The income and losses of the Company flowed directly through to the members of the partnership. Accordingly, no provision for U.S. federal and state income taxes was reflected in the financial statements. We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities with consideration given to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. We assess the likelihood that deferred tax assets will be recovered from future taxable income and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. We adopted Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes — Balance Sheet Classification of Deferred Taxes We recognize and measure uncertain tax positions using a two-step | ||
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common unit/stockholders is presented in conformity with the two-class two-class two-class Basic net loss per share attributable to common unit/stockholders is computed by dividing the net loss attributable to common unit/stockholders by the weighted-average number of shares of common units/stock outstanding during the period. Cumulative dividends attributable to participating securities are subtracted from net loss in determining net loss attributable to common unit/stockholders. As we have reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. | ||
Revenue Recognition | Revenue Recognition On January 1, 2020, we adopted the requirements of Accounting St a 2014-09, Revenue from Contracts with Customers 340-40, Other Assets and Deferred Costs-Contracts with Customers 340-40. • Identification of the contract, or contracts, with a client. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation. Our historical revenue is derived from pilot agreements with customers to provide a digital therapeutic program that includes mobile apps and health coaching services. Clients are private health insurance providers that have contracted with us to offer our solution as a free benefit offering to their covered population. The monthly fees are recognized as earned based on the end user’s health outcomes and app usage. These pilot agreements ended during 2020. | ||
Cost of Revenue | Cost of Revenue Cost of revenue consists of expenses that are closely correlated or directly related to delivery of our solutions, including salaries and benefits, equity-based compensation, consultant costs and allocated overhead costs. | ||
Segment Reporting | Segment Reporting We operate as one operating segment as we only report financial information on an aggregate basis to the Chief Executive Officer, our chief operating decision maker, who regularly reviews financial operating results for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for components or types of products or services below the unit level. As of December 31, 2020, all long-lived assets were in the United States. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) No. 2018-10, Codification Improvements to Topic 842, Leases No. 2018-11, Leases (Topic 842), Targeted Improvements No. 2018-20, Narrow-Scope Improvements for Lessor, Leases (Topic 842) No. 2019-01, Codification Improvements to Topic 842, Leases In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). year-to-date step-up In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (ASC 470-20) 815-40) 2020-06 2020-06 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of reconciliation of common stock reflected in the condensed consolidated balance sheet | At September 30, 2021, the Common stock reflected in the condensed consolidated balance sheet are reconciled in the following table: 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 | |
Schedule of calculation of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period 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 ) $ — $ — | |
BETTER THERAPEUTICS OPCO [Member] | ||
Property Plant And Equipment Useful Lives | Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Computer, equipment and software 3 years Furniture and fixtures 5 years | |
Schedule of calculation of basic and diluted net income (loss) per common share | The following table sets forth the computation of basic and diluted Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Net Loss $ (12,461 ) $ (2,167 ) $ (26,441 ) $ (4,636 ) Less: Cumulative preferred dividends allocated to Series A preferred stockholders (403 ) (379 ) (1,185 ) (1,118 ) Net loss attributable to common stockholders, basic and diluted (12,864 ) (2,546 ) (27,626 ) (5,754 ) Weighted average common stock outstanding 5,268,758 5,079,685 5,229,258 5,063,191 Loss per share attributable to common unit / shareholders, basic and diluted $ (2.44 ) $ (0.50 ) $ (5.28 ) $ (1.14 ) | The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): Year Ended December 31, 2020 2019 Net Loss $ (6,387 ) $ (5,784 ) Less: Cumulative preferred dividends allocated to Series A preferred stockholders (1,507 ) (1,379 ) Net loss attributable to common stockholders, basic and diluted (7,894 ) (7,163 ) Weighted average common stock outstanding 5,022,339 4,743,755 Loss per share attributable to common unit/shareholders, basic and diluted $ (1.57 ) $ (1.51 ) |
Restatement of previously iss_2
Restatement of previously issued financial statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of impact of revision on the financial statements | The impact of the restatement on the Company’s financial 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 $ 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 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 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 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 $ — In connection with the change in presentation for the common stock subject to redemption, the Company also restated its income (loss) per common share calculated to allocate net income (loss), with all allocated to common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table: Statement of Operations for the Three Months Ended March 31, 2021 As Previously 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 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) - BETTER THERAPEUTICS OPCO [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of stock option activity | Stock option activity under the Plans for the periods presented is as follows: Options Outstanding Shares Subject Weighted- Weighted Aggregate Balance as of December 31, 2020 215,625 $ 0.47 9.6 — Authorized — — Granted 687,150 $ 10.61 Exercised — — Forfeited — — Balance as of September 30, 2021 902,775 $ 8.19 9.36 $ 545 | Stock option activity under the Plans for the periods presented is as follows: Options Outstanding Shares Weighted- Weighted Life (Years) Aggregate Balance as of August 14, 2020 — $ — Authorized — — Granted 215,625 0.47 Exercised — — Forfeited — — Balance as of December 31, 2020 215,625 $ 0.47 9.6 — |
Schedule of Share based payment award stock options valuation assumptions | The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Nine Months Expected Term (Years) 6.04 Expected Volatility 43 % Risk-free interest rate 1.04 % Dividend Yield — | The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Year Ended 2020 Expected Term (Years) 6.08 Expected Volatility 45 % Risk-free interest rate 0.41 % Dividend Yield — |
Summary of Equity based compensation expense in the statement of operations | Equity-based compensation expense in the statement of operations is summarized as follows: Nine Months Nine Months Cost of Revenue $ 1 $ 2 Research and development 41 89 General and administrative 43 101 Total equity-based compensation expense $ 85 $ 192 | Equity-based compensation expense in the statement of operations is summarized as follows: Year Ended 2020 2019 Cost of Revenue $ 3 $ 1 Research and development 102 43 General and administrative 128 40 Total equity-based compensation expense $ 233 $ 84 |
Schedule Of Share based compensation Profit interest units Activity | Prior to the conversion, no distributions were made to the holders of the profits interest units. Profits Interest Units Outstanding Units Profits Subject to Weighted- Balance as of December 31, 2018 679,000 780,710 0.25 Granted (373,961 ) 373,961 0.32 Exercised — (271,229 ) 0.25 Forfeited 44,454 (44,454 ) 0.24 Balance as of December 31, 2019 349,493 838,988 $ 0.30 | |
Schedule of share based payment award profit interest units valuation assumptions | The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Year Ended 2019 Expected Term (Years) 3.50 Expected Volatility 50 % Risk-free interest rate 2.45 % Dividend Yield — |
Income Taxes (Tables)
Income Taxes (Tables) - BETTER THERAPEUTICS OPCO [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Provision for Income taxes | We recorded an income tax provision of $ 153 December 31, Current: Federal $ — State 1 Total current 1 Deferred: Federal 152 State — Total deferred 152 Total provision for income taxes $ 153 |
Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate | The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows: Year Ended Expected income tax benefit at the federal statutory rate $ (1,309 ) State taxes, net of federal benefit (2 ) Research and development credit, net (208 ) Deferred tax on conversion to a corporation 907 Non-deductible 3 Partnership loss 676 Other 1 Change in valuation allowance 85 Total $ 153 |
Summary of Significant Components Of Deferred Tax Assets | Significant components of our deferred tax assets are summarized as follows: December 31, Deferred tax assets: Federal and state new operating loss carryforwards $ 864 Research and development tax credits 207 Depreciation and amortization 29 Accruals and reserves 1 Gross deferred tax assets 1,101 Valuation Allowance (85 ) Net deferred tax assets 1,016 Deferred tax Liabilities: Capitalization of internal use software (1,168 ) Net deferred tax liabilities (1,168 ) Net deferred tax liability $ (152 ) |
Summary of changes in the Gross unrecognized tax benefits | The following is a summary of the changes in the Company’s gross unrecognized tax benefits: December 31, Balance as of August 14, 2020 $ — Increase related to tax position taken 77 Balance as of December 31, 2020 77 |
Property and Equipment, net (Ta
Property and Equipment, net (Table) | 12 Months Ended |
Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | |
Summary of Property and equipment | Property and equipment consisted of the follow: December 31, 2020 2019 Computer, equipment and software $ 100 $ 83 Furniture and fixtures 155 155 Leasehold improvements — 109 Property and equipment 255 347 Less: accumulated depreciation (166 ) (164 ) Property and equipment, net $ 89 $ 183 |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, and December 31, 2020, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 57,506,681 $ — | |
BETTER THERAPEUTICS OPCO [Member] | ||
Schedule of company's assets that are measured at fair value on a recurring basis | The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The following tables sets forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities SAFE Agreements $ — $ — $ 39,194 $ 39,194 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities SAFE Agreements $ — $ — $ 11,740 $ 11,740 | The following tables sets forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities SAFE Agreements $ — $ — $ 11,740 $ 11,740 |
Preferred Units (Table)
Preferred Units (Table) | 12 Months Ended |
Dec. 31, 2020 | |
BETTER THERAPEUTICS OPCO [Member] | |
Temporary Equity [Line Items] | |
Summary of Preferred Units | As of December 31, 2019 Units Units Aggregate Series Seed Preferred Units 1,066,667 1,066,667 $ 2,000 Series A Preferred Units 5,500,000 4,999,807 24,646 Total Preferred Units 6,566,667 6,066,474 $ 26,646 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Unit Stockholders (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Schedule Of Computation Of Basic And Diluted Loss | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period 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 ) $ — $ — | |
BETTER THERAPEUTICS OPCO [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Schedule Of Computation Of Basic And Diluted Loss | The following table sets forth the computation of basic and diluted Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Net Loss $ (12,461 ) $ (2,167 ) $ (26,441 ) $ (4,636 ) Less: Cumulative preferred dividends allocated to Series A preferred stockholders (403 ) (379 ) (1,185 ) (1,118 ) Net loss attributable to common stockholders, basic and diluted (12,864 ) (2,546 ) (27,626 ) (5,754 ) Weighted average common stock outstanding 5,268,758 5,079,685 5,229,258 5,063,191 Loss per share attributable to common unit / shareholders, basic and diluted $ (2.44 ) $ (0.50 ) $ (5.28 ) $ (1.14 ) | The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): Year Ended December 31, 2020 2019 Net Loss $ (6,387 ) $ (5,784 ) Less: Cumulative preferred dividends allocated to Series A preferred stockholders (1,507 ) (1,379 ) Net loss attributable to common stockholders, basic and diluted (7,894 ) (7,163 ) Weighted average common stock outstanding 5,022,339 4,743,755 Loss per share attributable to common unit/shareholders, basic and diluted $ (1.57 ) $ (1.51 ) |
Schedule of Antidilutive Securities Excluded From Computattion Of Earnings Per Share | The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Convertible Series Seed Preferred Units / Stock 1,066,667 1,066,667 1,066,667 1,066,667 Convertible Series A Preferred Units / Stock 4,999,807 4,999,807 4,999,807 4,999,807 Profits Interest Units — 835,789 — 835,789 SAFE agreements 6,925,497 — 6,925,497 — Restricted stock 355,197 — 355,197 — Stock Options 902,775 — 227,125 — 14,249,943 6,902,263 13,574,293 6,902,263 | The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: For the Year Ended 2020 2019 Convertible Series Seed Preferred Units/Stock 1,066,667 1,066,667 Convertible Series A Preferred Units/Stock 4,999,807 4,999,807 Profits Interest Units — 349,493 SAFE agreements 2,719,827 — Restricted stock 517,528 — Stock Options 215,625 — 9,519,454 6,415,967 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cash | $ 248,460 | $ 248,460 | |||||||||
Retained earnings accumulated deficit | (1,958,858) | $ (1,686) | (1,958,858) | $ (1,686) | |||||||
Net income loss | $ (1,000) | (238,944) | $ (163,819) | $ (147,635) | (1,686) | (550,398) | |||||
Net cash from (used) in operating activities | $ (1,000) | (236) | (357,211) | 5,774 | $ 6,217 | ||||||
BETTER THERAPEUTICS OPCO [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cash | 3,232,000 | 123 | 3,232,000 | 123 | |||||||
Retained earnings accumulated deficit | (57,849,000) | $ (31,408,000) | (57,849,000) | (31,408,000) | (25,021,000) | ||||||
Net income loss | $ (12,461,000) | $ (2,167,000) | (26,441,000) | $ (4,636,000) | (6,387,000) | (5,784,000) | |||||
Net cash from (used) in operating activities | $ (14,967,000) | $ (4,233,000) | $ (5,774,000) | $ (6,217,000) | |||||||
Subsequent Event [Member] | Hercules Capital Inc [Member] | Secured Debt Agreement [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Proceeds from secured debt | $ 10,000,000 | ||||||||||
Subsequent Event [Member] | Mountain Crest Acquisition Corp Two [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Proceeds from funding pursuant to business combination | $ 59,000,000 |
Description Of Organization and
Description Of Organization and Business Operations - Additional Information (Detail) | Apr. 12, 2022USD ($)$ / shares | Oct. 28, 2021USD ($) | Oct. 12, 2021USD ($)$ / sharesMonth | Oct. 12, 2021USD ($)$ / shares | Jul. 31, 2021item | Jan. 14, 2021USD ($)$ / sharesshares | Jan. 13, 2021USD ($)shares | Jan. 12, 2021USD ($)$ / sharesshares | Jul. 31, 2020Year | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($)shares | Sep. 30, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Jul. 30, 2020USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2015$ / shares |
Cash | $ 248,460 | $ 248,460 | ||||||||||||||||||||
Retained Earnings (Accumulated Deficit) | 1,958,858 | $ 1,686 | 1,958,858 | $ 1,686 | ||||||||||||||||||
Net Income (Loss) Attributable to Parent | $ (1,000) | (238,944) | $ (163,819) | $ (147,635) | (1,686) | (550,398) | ||||||||||||||||
Net Cash Provided by (Used in) Operating Activities | (1,000) | $ (236) | (357,211) | 5,774 | $ 6,217 | |||||||||||||||||
Net loss per share, Common stock | $ / shares | $ 0 | |||||||||||||||||||||
Underwriting fees | 1,150,000 | 1,150,000 | ||||||||||||||||||||
Condition for future business combination number of business minimum | item | 1 | |||||||||||||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | |||||||||||||||||||||
Deferred Offering Costs Noncurrent | 2,012,500 | $ 1,725,000 | 2,012,500 | 1,725,000 | ||||||||||||||||||
Other offering costs | $ 1,969,093 | $ 1,969,093 | $ 1,969,093 | $ 1,969,093 | ||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||
Proceeds from Issuance of Private Placement | 0 | $ 1,850,000 | $ 2,000,000 | |||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 50,000,000 | |||||||||||||||||||||
Payments For Investment Of Cash In Trust Account | $ 57,500,000 | $ 500,000 | 0 | 57,500,000 | ||||||||||||||||||
Cash held outside the Trust Account | $ 7,500,000 | 0 | $ 248,460 | $ 0 | 24,764 | 248,460 | $ 0 | $ 24,764 | $ 0 | |||||||||||||
Transaction Costs | $ 5,131,593 | 4,844,093 | $ 5,131,593 | $ 4,844,093 | ||||||||||||||||||
Shares subject to forfeiture | shares | 0 | 0 | ||||||||||||||||||||
Condition for future business combination use of proceeds percentage | 80 | |||||||||||||||||||||
Condition for future business combination threshold percentage ownership | 50 | |||||||||||||||||||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||||||
Redemption limit percentage without prior consent | 20 | |||||||||||||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||||||||||||||||||||
Months to complete acquisition | Month | 9 | |||||||||||||||||||||
Redemption period upon closure | 15 months | 15 months | ||||||||||||||||||||
Marketable securities held in Trust Account | 57,506,681 | 0 | $ 57,506,681 | $ 0 | ||||||||||||||||||
Cash | 248,460 | 248,460 | ||||||||||||||||||||
Working Capital Deficit | 47,142 | 47,142 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||||||||||||||||
Proceeds from sale of restricted investments | $ 9,237,400 | |||||||||||||||||||||
Condition For Future Business Combination Number Of Businesses Minimum | Year | 1 | |||||||||||||||||||||
Transaction Agreement Description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial PublicOffering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |||||||||||||||||||||
BETTER THERAPEUTICS OPCO [Member] | ||||||||||||||||||||||
Cash | 3,232,000 | $ 123 | 3,232,000 | 123 | ||||||||||||||||||
Retained Earnings (Accumulated Deficit) | 57,849,000 | 31,408,000 | 57,849,000 | 31,408,000 | 25,021,000 | |||||||||||||||||
Net Income (Loss) Attributable to Parent | $ (12,461,000) | $ (2,167,000) | (26,441,000) | (4,636,000) | (6,387,000) | (5,784,000) | ||||||||||||||||
Net Cash Provided by (Used in) Operating Activities | $ (14,967,000) | $ (4,233,000) | $ (5,774,000) | $ (6,217,000) | ||||||||||||||||||
Net loss per share, Common stock | $ / shares | $ (2.44) | $ (0.50) | $ (5.28) | $ (1.14) | $ (1.57) | $ (1.51) | ||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||
Cash held outside the Trust Account | $ 608,000 | $ 3,232,000 | $ 608,000 | 123,000 | $ 3,232,000 | $ 608,000 | $ 123,000 | $ 757,000 | $ 1,010,000 | |||||||||||||
Cash | $ 3,232,000 | $ 123 | $ 3,232,000 | $ 123 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 3,650,000 | |||||||||||||||||||||
BETTER THERAPEUTICS OPCO [Member] | Maximum [Member] | ||||||||||||||||||||||
Net loss per share, Common stock | $ / shares | $ 2.05 | $ 1.73 | ||||||||||||||||||||
BETTER THERAPEUTICS OPCO [Member] | Minimum [Member] | ||||||||||||||||||||||
Net loss per share, Common stock | $ / shares | $ 1.57 | $ 1.51 | ||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 500,000 | 5,000,000 | |||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 50,000,000 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 15,000 | 185,000 | ||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | ||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | 750,000 | ||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 1,725,000 | |||||||||||||||||||||
Proceeds from Issuance of Private Placement | 150,000 | |||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 7,500,000 | |||||||||||||||||||||
Shares subject to forfeiture | shares | 187,500 | 187,500 | ||||||||||||||||||||
PIPE Investors [Member] | ||||||||||||||||||||||
Proceeds from issuance of common stock | 50,000,000 | |||||||||||||||||||||
Hercules Capital Inc [Member] | ||||||||||||||||||||||
Proceeds from issuance of debt | $ 10,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 0.10 | $ 0.10 | 0.10 | |||||||||||||||||||
Redemption period upon closure | 15 months | |||||||||||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | IPO [Member] | ||||||||||||||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | ||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 50,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | 750,000 | ||||||||||||||||||||
Deferred Offering Costs Noncurrent | $ 1,725,000,000 | |||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | |||||||||||||||||||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 1,150,000 | $ 575,000 | |||||||||||||||||||
Subsequent Event [Member] | Public Warrants [Member] | IPO [Member] | ||||||||||||||||||||||
Maximum Allowed Dissolution Expenses | $ 500,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Oct. 16, 2020USD ($)Day$ / sharesshares | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | [1] | Sep. 30, 2021USD ($)shares | Jan. 14, 2021shares |
Related Party Transaction [Line Items] | |||||||
Aggregate purchase price | $ | $ 0 | $ 1,700,000 | $ 25,000 | $ 1,700,000 | |||
Shares subject to forfeiture | 0 | ||||||
Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 1,437,500 | ||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Shares subject to forfeiture | 187,500 | 0 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||||
Percentage of shares restricted for transfer after completion of business combination | 50 | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | ||||||
Sponsor | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares subject to forfeiture | 0 | ||||||
Sponsor | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Restrictions on transfer period of time after business combination completion | 9 months | ||||||
[1] | Included 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Apr. 12, 2022 | Oct. 12, 2021 | Oct. 12, 2021 | Jan. 12, 2021 | Aug. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 14, 2021 | Aug. 01, 2020 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||||||||||
Redemption period upon closure | 15 months | 15 months | |||||||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | ||||||||
Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | $ 10 | $ 10 | |||||||||
Redemption period upon closure | 15 months | ||||||||||
Maximum allowed dissolution expense | $ 1,000,000 | $ 1,000,000 | |||||||||
Purchase price, per unit | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||
Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase price, per unit | $ 10 | ||||||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum allowed dissolution expense | $ 1,150,000 | $ 1,150,000 | $ 575,000 | ||||||||
Purchase price, per unit | 10 | ||||||||||
Private Placement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||||
BETTER THERAPEUTICS OPCO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
SAFEs to a significant shareholder | $ 11,815,000 | $ 8,657,000 | |||||||||
Purchase price, per unit | $ 10 | ||||||||||
Armanino LLP [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction expenses | 217,000 | ||||||||||
Convertible Promissory Notes [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Convertible instrument issued to common and preferred units | $ 4,000 | ||||||||||
Additional convertible instruments issued to common and preferred units | 3,550 | ||||||||||
Convertible Promissory Notes [Member] | BETTER THERAPEUTICS OPCO [Member] | Conversion to a Delaware Corporation [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Convertible instrument were exchanged for simple agreements for future equity including accrued interest | $ 7,657 | ||||||||||
After Conversion To Delaware Corporation [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Additional Simple agreements for future equity issued to the significant shareholder | 2,630 | ||||||||||
Promissory Note With Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity of related party promissory note | 500,000 | $ 500,000 | |||||||||
Outstanding balance of related party note | 0 | 61,894 | |||||||||
Administrative Support Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction expenses | 30,000,000 | ||||||||||
Expenses per month | $ 10,000 | ||||||||||
Administrative Support Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction expenses | 90,000,000 | ||||||||||
Related Party Loans [Member] | Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | $ 0.10 | $ 0.10 | |||||||||
Maximum allowed dissolution expense | $ 500,000 | ||||||||||
Related Party Loans [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum allowed dissolution expense | $ 575,000 | ||||||||||
Related Party Loans [Member] | Working Capital Loans Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||||||||
Price of warrant | $ 10 | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Useful lives for property and equipment (Details) - BETTER THERAPEUTICS OPCO [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 12, 2021 | Aug. 13, 2020 | |
Accounting Policies [Line Items] | ||||||||
Offering cost | $ 61,894 | |||||||
Common stock shares subject to forfeiture | 187,500 | |||||||
Federal depository insurance coverage | $ 250,000,000 | $ 250,000,000 | 250,000 | |||||
Deferred Costs, Noncurrent | 0 | 0 | 61,894 | |||||
Cash, FDIC Insured Amount | $ 250,000,000 | $ 250,000,000 | 250,000 | |||||
Number of common stock into which the class of warrant or right converted | 795,000 | 795,000 | ||||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | 0 | |||||
Unrecognized Tax Benefits | 0 | $ 0 | 0 | |||||
Warrant [Member] | Common Stock [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 795,000 | |||||||
IPO [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Deferred Costs, Noncurrent | 5,131,593 | $ 5,131,593 | ||||||
Subsequent Event | ||||||||
Accounting Policies [Line Items] | ||||||||
Offering cost | $ 4,844,093 | |||||||
BETTER THERAPEUTICS OPCO [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Capitalized Computer Software, Additions | 2,288,000 | $ 2,686,000 | ||||||
Advertising Expense | $ 14 | $ 122 | ||||||
Offering cost | $ 1,904,000 | $ 1,904,000 | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 14,249,943 | 6,902,263 | 13,574,293 | 6,902,263 | 9,519,454 | 6,415,967 | ||
Unrecognized Tax Benefits | $ 77,000 | $ 0 | ||||||
Simple Agreements for Future Equity | $ 39,194,000 | $ 39,194,000 | $ 11,740,000 | |||||
Minimum [Member] | BETTER THERAPEUTICS OPCO [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||
Percentage Of Tax Benefits To Be Realized For Recognition In The Income Statement | 50.00% | |||||||
Maximum [Member] | BETTER THERAPEUTICS OPCO [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||
Percentage Of Tax Benefits To Be Realized For Recognition In The Income Statement | 50.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Reconciliation of Common Stock Reflected in the Condensed Consolidated Balance Sheet (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Temporary Equity [Line Items] | ||||
Common stock issuance costs | $ 0 | $ 61,894 | $ 207,199 | |
Accretion of carrying value to redemption value | $ 5,131,593 | |||
Common stock subject to possible redemption | $ 0 | 57,500,000 | ||
Common Stock Subject To Redemption [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds | 57,500,000,000 | |||
Common stock issuance costs | 5,131,593,000 | |||
Accretion of carrying value to redemption value | 5,131,593,000 | |||
Common stock subject to possible redemption | $ 57,500,000,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details - USD ($) | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Allocation of net loss, as adjusted | $ (1,000) | $ (238,944) | $ (163,819) | $ (147,635) | $ (1,686) | $ (550,398) | ||
Basic and diluted weighted average shares outstanding | [1] | 1,250,000 | ||||||
Basic and diluted net loss per share | $ 0 | |||||||
Non Redeemable Common Stock [Member] | ||||||||
Allocation of net loss, as adjusted | $ (1,000,000) | $ (57,417,000) | $ (134,893,000) | |||||
Basic and diluted weighted average shares outstanding | 0 | 1,807,500 | 1,782,885 | |||||
Basic and diluted net loss per share | $ 0 | $ (0.03) | $ (0.08) | |||||
Redeemable Common Stock [Member] | ||||||||
Allocation of net loss, as adjusted | $ 0 | $ (181,797,000) | $ (415,505,000) | |||||
Basic and diluted weighted average shares outstanding | 0 | 1,250,000 | 5,750,000 | 5,491,758 | ||||
Basic and diluted net loss per share | $ 0 | $ 0 | $ (0.03) | $ (0.08) | ||||
[1] | Excluded an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Restatement of previously iss_3
Restatement of previously issued financial statements (Details) | Sep. 30, 2021USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 |
Restatement Of Previously Iss_4
Restatement Of Previously Issued Financial Statements -Schedule of Impact of Revision on the Financial Statements (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Jan. 12, 2021 | Jul. 30, 2020 | ||
Statement of Financial Position [Abstract] | ||||||||||||
Common stock subject to possible redemption | $ 57,500,000 | $ 0 | $ 57,500,000 | |||||||||
Common stock | [1] | 181 | 144 | [2] | 181 | |||||||
Accumulated deficit | (1,958,858) | (1,686) | (1,958,858) | |||||||||
Total Stockholders' (Deficit) Equity | $ (1,000) | $ (1,000) | $ (1,958,677) | $ (1,719,733) | $ (1,555,914) | $ 23,314 | $ (1,719,733) | (1,958,677) | $ 0 | |||
Statement of Stockholders' Equity [Abstract] | ||||||||||||
Accretion for common stock to redemption amount | (5,131,593) | |||||||||||
Statement of Cash Flows [Abstract] | ||||||||||||
Initial classification of common stock subject to possible redemption | $ 0 | $ 57,500,000 | ||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding | [3] | 1,250,000 | ||||||||||
Basic and diluted net income (loss) per share | $ 0 | |||||||||||
Redeemable Common Stock [Member] | ||||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding | 0 | 1,250,000 | 5,750,000 | 5,491,758 | ||||||||
Basic and diluted net income (loss) per share | $ 0 | $ 0 | $ (0.03) | $ (0.08) | ||||||||
Non Redeemable Common Stock [Member] | ||||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding | 0 | 1,807,500 | 1,782,885 | |||||||||
Basic and diluted net income (loss) per share | $ 0 | $ (0.03) | $ (0.08) | |||||||||
Previously Reported [Member] | ||||||||||||
Statement of Financial Position [Abstract] | ||||||||||||
Common stock subject to possible redemption | 50,780,263,000 | 50,944,084,000 | 50,780,263,000 | $ 43,854,220,000 | ||||||||
Common stock | 247,000 | 246,000 | 247,000 | 241,000 | ||||||||
Additional paid-in capital | 5,312,897,000 | 5,149,077,000 | 5,312,897,000 | 5,001,446,000 | ||||||||
Accumulated deficit | (313,140,000) | (149,321,000) | (313,140,000) | 0 | ||||||||
Total Stockholders' (Deficit) Equity | 5,000,004,000 | 5,000,002,000 | 5,000,004,000 | 5,001,687,000 | ||||||||
Statement of Stockholders' Equity [Abstract] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses | 52,368,407,000 | |||||||||||
Change in value of common stock subject to redemption | $ 163,821,000 | (50,944,084,000) | ||||||||||
Accretion for common stock to redemption amount | 0 | |||||||||||
Statement of Cash Flows [Abstract] | ||||||||||||
Initial classification of common stock subject to possible redemption | 51,091,720,000 | 51,091,720,000 | ||||||||||
Change in value of common stock subject to possible redemption | $ (147,636,000) | $ (311,457,000) | ||||||||||
Previously Reported [Member] | Redeemable Common Stock [Member] | ||||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding | 5,094,072 | 5,090,614 | 5,092,476 | |||||||||
Basic and diluted net income (loss) per share | $ 0 | $ 0 | $ 0 | |||||||||
Previously Reported [Member] | Non Redeemable Common Stock [Member] | ||||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding | 2,463,428 | 2,310,301 | 2,387,287 | |||||||||
Basic and diluted net income (loss) per share | $ (0.07) | $ (0.06) | $ (0.13) | |||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||
Statement of Financial Position [Abstract] | ||||||||||||
Common stock subject to possible redemption | $ 6,719,737,000 | $ 6,555,916,000 | $ 6,719,737,000 | 6,145,780,000 | ||||||||
Common stock | (66,000) | (65,000) | (66,000) | (60,000) | ||||||||
Additional paid-in capital | (5,312,897,000) | (5,149,077,000) | (5,312,897,000) | (5,001,446,000) | ||||||||
Accumulated deficit | (1,406,774,000) | (1,406,774,000) | (1,406,774,000) | (1,144,273,000) | ||||||||
Total Stockholders' (Deficit) Equity | (6,719,737,000) | (6,555,916,000) | (6,719,737,000) | (6,145,779,000) | ||||||||
Statement of Stockholders' Equity [Abstract] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses | (52,368,407,000) | |||||||||||
Change in value of common stock subject to redemption | $ (163,821,000) | 50,944,084,000 | ||||||||||
Accretion for common stock to redemption amount | (5,131,593,000) | |||||||||||
Statement of Cash Flows [Abstract] | ||||||||||||
Initial classification of common stock subject to possible redemption | 6,408,280,000 | 6,408,280,000 | ||||||||||
Change in value of common stock subject to possible redemption | $ 147,636,000 | $ 311,457,000 | ||||||||||
Revision of Prior Period, Adjustment [Member] | Redeemable Common Stock [Member] | ||||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding | 655,928 | (123,948) | 268,021 | |||||||||
Basic and diluted net income (loss) per share | $ (0.02) | $ (0.02) | $ (0.04) | |||||||||
Revision of Prior Period, Adjustment [Member] | Non Redeemable Common Stock [Member] | ||||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding | (655,928) | (577,468) | (616,914) | |||||||||
Basic and diluted net income (loss) per share | $ 0.05 | $ 0.04 | $ 0.09 | |||||||||
As Restated [Member] | ||||||||||||
Statement of Financial Position [Abstract] | ||||||||||||
Common stock subject to possible redemption | $ 57,500,000,000 | $ 57,500,000,000 | $ 57,500,000,000 | 50,000,000,000 | ||||||||
Common stock | 181,000 | 181,000 | 181,000 | 181,000 | ||||||||
Additional paid-in capital | 0 | 0 | 0 | 0 | ||||||||
Accumulated deficit | (1,719,914,000) | (1,556,095,000) | (1,719,914,000) | (1,144,273,000) | ||||||||
Total Stockholders' (Deficit) Equity | (1,719,733,000) | (1,555,914,000) | (1,719,733,000) | $ (1,144,092,000) | ||||||||
Statement of Stockholders' Equity [Abstract] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses | 0 | |||||||||||
Change in value of common stock subject to redemption | $ 0 | 0 | ||||||||||
Accretion for common stock to redemption amount | (5,131,593,000) | |||||||||||
Statement of Cash Flows [Abstract] | ||||||||||||
Initial classification of common stock subject to possible redemption | 57,500,000,000 | 57,500,000,000 | ||||||||||
Change in value of common stock subject to possible redemption | $ 0 | $ 0 | ||||||||||
As Restated [Member] | Redeemable Common Stock [Member] | ||||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding | 5,750,000 | 4,966,667 | 5,360,497 | |||||||||
Basic and diluted net income (loss) per share | $ (0.02) | $ (0.02) | $ (0.04) | |||||||||
As Restated [Member] | Non Redeemable Common Stock [Member] | ||||||||||||
Statement of Operations | ||||||||||||
Weighted average shares outstanding | 1,807,500 | 1,732,833 | 1,770,373 | |||||||||
Basic and diluted net income (loss) per share | $ (0.02) | $ (0.02) | $ (0.04) | |||||||||
[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). | |||||||||||
[2] | Included up to 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). | |||||||||||
[3] | Excluded an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Restatement of previously iss_5
Restatement of previously issued financial statements - Schedule of Impact of Revision on the Financial Statements (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Prior Period Adjustment [Abstract] | |
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Jan. 14, 2021 | Jan. 13, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Apr. 12, 2022 | Oct. 12, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | |||||||
Purchase price | $ 10 | $ 10 | $ 10 | |||||
Subsequent Event | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Purchase price | $ 0.10 | $ 0.10 | ||||||
Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 500,000 | 5,000,000 | |||||
Purchase price | $ 10 | $ 10 | ||||||
Number of shares in a unit | 1 | |||||||
Number of warrants in a unit | 1 | |||||||
Number of shares issuable per warrant | 0.10 | |||||||
Initial Public Offering | Subsequent Event | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,000,000 | ||||||
Purchase price | $ 10 | $ 10 | ||||||
Over-Allotment Option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | ||||||
Purchase price | $ 10 | |||||||
Over-Allotment Option | Subsequent Event | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | ||||||
Purchase price | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Jan. 14, 2021 | Jan. 12, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Apr. 12, 2022 | Oct. 12, 2021 | Jan. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | ||||||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | ||||||
Proceeds from Issuance of Private Placement | $ 0 | $ 1,850,000 | $ 2,000,000 | ||||||
Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 185,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase price, per unit | $ 0.10 | $ 0.10 | |||||||
Over-Allotment Option | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | ||||||||
Over-Allotment Option | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | ||||||||
Purchase price, per unit | $ 10 | ||||||||
Over-Allotment Option | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | |||||||
Purchase price, per unit | $ 10 | ||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | ||||||||
Private Placement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 15,000 | 185,000 | |||||||
Purchase price, per unit | $ 10 | $ 10 | |||||||
Proceeds from Issuance of Private Placement | $ 7,650,000 | $ 1,850,000 | |||||||
Number of shares in a unit | 1 | 1 | |||||||
Number of warrants in a unit | 1 | 1 | |||||||
Number of shares per warrant | 0.10 | ||||||||
Private Placement | Sponsor | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 135,000 | 135,000 | |||||||
Private Placement | Chardan | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | 50,000 | 50,000 | |||||||
Private Placement | Subsequent Event | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase price, per unit | $ 10 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) | Apr. 06, 2021shares |
Merger Agreement with Merger Sub and Better Therapeutics | BETTER THERAPEUTICS OPCO [Member] | |
Acquisition [Line Items] | |
Consideration (in shares) | 15,000,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Aug. 18, 2021 | May 09, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Long term debt extended maturity date | Feb. 1, 2026 | ||||
BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from notes payable | $ 640,000 | $ 640,000 | $ 640,000 | $ 0 | |
Proceeds from convertible debt | $ 3,650,000 | $ 5,000,000 | |||
Convertible Debt [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument stated interest rate percentage | 2.13% | 2.13% | |||
Interest payable current | $ 27,000 | ||||
Celtic Bank Corporation [Member] | PPP Loan [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from notes payable | $ 640,000 | ||||
Long term debt term | 2 years | ||||
Long term debt moratorium period | 10 months | ||||
Debt instrument periodic payment principal | $ 36,000 | ||||
Long term debt stated interest rate percentage | 1.00% | ||||
Hercules Capital Inc [Member] | Secured Debt [Member] | Secured Debt Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Long term debt maturity date | Aug. 1, 2025 | ||||
Interest only payments end date | Mar. 1, 2023 | ||||
Interest only payments extended end date | Sep. 1, 2023 | ||||
interest only payments extended end date one | Sep. 1, 2024 | ||||
Hercules Capital Inc [Member] | Secured Debt [Member] | Secured Debt Agreement [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face value | $ 50,000,000 | ||||
Long term debt variable interest rate percentage | 8.95% | ||||
Long term debt base rate percentage | 8.95% | ||||
Debt instrument variable interest rate spread percentage | 3.25% | ||||
Payment of debt issuance costs | $ 212,500 | ||||
End of term charge payable | $ 892,500 | ||||
End of term charge as a percentage of aggregate outstanding principal | 5.95% | ||||
Hercules Capital Inc [Member] | Forecast [Member] | Secured Debt [Member] | Secured Debt Agreement [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from equity financing | $ 40,000,000 | ||||
Hercules Capital Inc [Member] | Tranche One [Member] | Secured Debt [Member] | Secured Debt Agreement [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face value | 15,000,000 | ||||
Hercules Capital Inc [Member] | Tranche Two [Member] | Secured Debt [Member] | Secured Debt Agreement [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face value | 10,000,000 | ||||
Hercules Capital Inc [Member] | Tranche Three [Member] | Secured Debt [Member] | Secured Debt Agreement [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face value | 10,000,000 | ||||
Hercules Capital Inc [Member] | Tranche Four [Member] | Secured Debt [Member] | Secured Debt Agreement [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face value | 15,000,000 | ||||
Hercules Capital Inc [Member] | Tranche Five [Member] | Secured Debt [Member] | Secured Debt Agreement [Member] | BETTER THERAPEUTICS OPCO [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face value | $ 10,000,000 |
SAFE Agreements - Additional In
SAFE Agreements - Additional Information (Detail) - BETTER THERAPEUTICS OPCO [Member] - USD ($) $ in Thousands | Aug. 14, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Simple Agreements For Future Equity Disclosure [Line Items] | |||||||
Proceeds from issuance of SAFE notes | $ 18,675 | $ 1,525 | $ 3,155 | $ 0 | |||
Change in fair value of SAFEs | $ (3,466) | $ 338 | (8,779) | 338 | $ 189 | $ 0 | |
Loss due to change In fair value Of SAFE notes | $ 8,779 | ||||||
Gain due to change In fair value Of SAFE notes | $ 338 | ||||||
Convertible Promissory Notes And Accrued Interest [Member] | Conversion To SAFE [Member] | |||||||
Simple Agreements For Future Equity Disclosure [Line Items] | |||||||
Debt conversion original debt amount | $ 8,774 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of stock option activity (Details) - Share-based Payment Arrangement, Option [Member] - BETTER THERAPEUTICS OPCO [Member] - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares Subject to Options Outstanding , Beginning balance | 0 | 215,625 | ||
Shares Subject to Options Outstanding , Authorized | 0 | 0 | ||
Shares Subject to Options Outstanding , Granted | 215,625 | 687,150 | ||
Shares Subject to Options Outstanding , Exercised | 0 | 0 | ||
Shares Subject to Options Outstanding , Forfeited | 0 | 0 | ||
Shares Subject to Options Outstanding , Ending balance | 902,775 | 215,625 | 902,775 | 215,625 |
Weighted- Average Exercise Price , Beginning balance | $ 0 | $ 0.47 | ||
Weighted- Average Exercise Price , Authorized | 0 | 0 | ||
Weighted- Average Exercise Price , Granted | 0.47 | 10.61 | ||
Weighted- Average Exercise Price , Exercised | 0 | 0 | ||
Weighted- Average Exercise Price , Forfeited | 0 | 0 | ||
Weighted- Average Exercise Price , Ending balance | $ 8.19 | $ 0.47 | $ 8.19 | $ 0.47 |
Weighted Average Remaining Contractual Life (Years) , Beginning balance | 9 years 4 months 9 days | 9 days 14 hours | 9 years 7 months 6 days | |
Weighted Average Remaining Contractual Life (Years) , Ending balance | 9 years 4 months 9 days | 9 days 14 hours | 9 years 7 months 6 days | |
Aggregate Intrinsic Value , Beginning balance | $ 0 | |||
Aggregate Intrinsic Value , Ending balance | $ 545 | $ 0 | $ 545 | $ 0 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share based payment award stock options valuation assumptions (Details) - BETTER THERAPEUTICS OPCO [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Term (Years) | 6 years 14 days | 6 years 29 days | |
Expected Volatility | 43.00% | 45.00% | |
Risk-free interest rate | 1.04% | 0.41% | |
Dividend Yield | 0.00% | 0.00% | |
Profit Interest Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Term (Years) | 3 years 6 months | ||
Expected Volatility | 50.00% | ||
Risk-free interest rate | 2.45% | ||
Dividend Yield | 0.00% |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Equity based compensation expense in the statement of operations (Details) - BETTER THERAPEUTICS OPCO [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 85 | $ 192 | $ 233 | $ 84 |
Cost of Revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 1 | 2 | 3 | 1 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 41 | 89 | 102 | 43 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 43 | $ 101 | $ 128 | $ 40 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share Based Compensation Profit Interest Units Activity (Detail) - Profit Interest Units [Member] - BETTER THERAPEUTICS OPCO [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance as of December 31, 2018 | 679,000 |
Profits Interest Units Available for Grant, Granted | (373,961) |
Profits Interest Units Available for Grant, Exercised | 0 |
Profits Interest Units Available for Grant, Forfeited | 44,454 |
Balance as of December 31, 2019 | 349,493 |
Balance as of December 31, 2018 | 780,710 |
Subject to Profits Interest Units Outstanding, Granted | 373,961 |
Subject to Profits Interest Units Outstanding, Exercised | (271,229) |
Subject to Profits Interest Units Outstanding, Forfeited | (44,454) |
Balance as of December 31, 2019 | 838,988 |
Balance as of December 31, 2018 | $ / shares | $ 0.25 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | 0.32 |
Weighted- Average Grant Date Fair Value, Exercised | $ / shares | 0.25 |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | 0.24 |
Balance as of December 31, 2019 | $ / shares | $ 0.30 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 | Dec. 31, 2018 | |
Profit Interest Units [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Vesting period | 4 years | ||||||
BETTER THERAPEUTICS OPCO [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Compensation expense | $ 85,000 | $ 192,000 | $ 233,000 | $ 84,000 | |||
BETTER THERAPEUTICS OPCO [Member] | Employee Stock Option [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Vesting period | 4 years | 4 years | |||||
Vesting percentage | 25.00% | 25.00% | |||||
Stock options expiration period | 10 years | 10 years | |||||
Unrecognized compensation expense | $ 1,863,000 | $ 1,863,000 | $ 29 | ||||
Weighted average period | 4 years | 3 years 1 month 6 days | |||||
Weighted average grant date fair value of stock options granted to employees | $ 2.43 | $ 0.18 | |||||
BETTER THERAPEUTICS OPCO [Member] | Restricted Stock [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Number of shares vested and converted into unrestricted common stock | 43,516 | 130,860 | 104,598 | ||||
Number of shares outstanding | 399,688 | 517,528 | |||||
BETTER THERAPEUTICS OPCO [Member] | Time Based Stock Options [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Unrecognized compensation expense | $ 68,000 | $ 68,000 | $ 119 | ||||
Weighted average period | 1 year 3 months 18 days | 2 years 1 month 6 days | |||||
BETTER THERAPEUTICS OPCO [Member] | Performance Based Stock Options [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Unrecognized compensation expense | $ 16,000 | $ 16,000 | $ 40 | ||||
Weighted average period | 6 months | 1 year 3 months | |||||
BETTER THERAPEUTICS OPCO [Member] | Modification Of Terms Of Profit Interest Units [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Compensation expense | $ 127 | ||||||
BETTER THERAPEUTICS OPCO [Member] | Profit Interest Units [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Number of shares outstanding | 838,988 | 780,710 | |||||
BETTER THERAPEUTICS OPCO [Member] | Vesting Commencement Date [Member] | Employee Stock Option [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Vesting period | 1 year | 1 year | |||||
BETTER THERAPEUTICS OPCO [Member] | Two Thousand And Twenty Plan [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Common stock capital shares reserved for future issuance | 807,326 | ||||||
BETTER THERAPEUTICS OPCO [Member] | Two Thousand And Twenty Plan [Member] | Restricted Stock [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Number of shares issued | 622,126 | 622,126 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Unit/Stockholders - Schedule Of Computation Of Basic And Diluted Loss (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net Loss | $ (1,000) | $ (238,944) | $ (163,819) | $ (147,635) | $ (1,686) | $ (550,398) | |||||
Weighted average common stock outstanding | [1] | 1,250,000 | |||||||||
Loss per share attributable to common unit / shareholders, basic and diluted | $ 0 | ||||||||||
BETTER THERAPEUTICS OPCO [Member] | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net Loss | (12,461,000) | $ (2,167,000) | (26,441,000) | $ (4,636,000) | $ (6,387,000) | $ (5,784,000) | |||||
Cumulative preferred dividends allocated to Series A Preferred Unit / Shareholders | (403,000) | (379,000) | (1,185,000) | (1,118,000) | (1,507,000) | (1,379,000) | |||||
Net loss attributable to common stockholders, basic and diluted | $ (12,864,000) | $ (2,546,000) | $ (27,626,000) | $ (5,754,000) | $ (7,894,000) | $ (7,163,000) | |||||
Weighted average common stock outstanding | 5,268,758 | 5,079,685 | 5,229,258 | 5,063,191 | 5,022,339 | 4,743,755 | |||||
Loss per share attributable to common unit / shareholders, basic and diluted | $ (2.44) | $ (0.50) | $ (5.28) | $ (1.14) | $ (1.57) | $ (1.51) | |||||
[1] | Excluded an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Unit/Stockholders - Schedule of Antidilutive Securities Excluded From Computation Of Earnings Per Share (Details) - BETTER THERAPEUTICS OPCO [Member] - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,249,943 | 6,902,263 | 13,574,293 | 6,902,263 | 9,519,454 | 6,415,967 |
Convertible Series Seed Preferred Units / Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,066,667 | 1,066,667 | 1,066,667 | 1,066,667 | 1,066,667 | 1,066,667 |
Convertible Series A Preferred Units / Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,999,807 | 4,999,807 | 4,999,807 | 4,999,807 | 4,999,807 | 4,999,807 |
Profits Interest Units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 835,789 | 0 | 835,789 | 0 | 349,493 |
SAFE agreements | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,925,497 | 0 | 6,925,497 | 0 | 2,719,827 | 0 |
Restricted stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 355,197 | 0 | 355,197 | 0 | 517,528 | 0 |
Stock Options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 902,775 | 0 | 227,125 | 0 | 215,625 | 0 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | Aug. 18, 2021 | Apr. 06, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jan. 12, 2021 | |
Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 0 | $ 1,700,000 | $ 25,000 | [1] | $ 1,700,000 | |||
Purchase price | $ 10 | $ 10 | $ 10 | |||||
Long-term Line of Credit | $ 50,000,000 | |||||||
Common stock shares outstanding | 1,437,500 | 1,807,500 | ||||||
Number of days after which business combination within which securities registration shall be effective | 30 days | |||||||
Cowen Investments | ||||||||
Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 700,000 | |||||||
Stock issued during period, Shares | 70,000 | |||||||
Sale of Stock, Price Per Share | $ 10 | |||||||
Hercules Capital, Inc | ||||||||
Acquisition [Line Items] | ||||||||
Interest rate | 8.95% | |||||||
Debt instrument, fee amount | $ 212,500 | |||||||
Repayments of debt | $ 892,500 | |||||||
Percentage of outstanding principal upon repayment of the loan | 5.95% | |||||||
Payments to Acquire Businesses, Gross | $ 15,000,000 | |||||||
Milestone Achievement Expected | 10,000,000 | |||||||
Amounts of Transaction | 10,000,000 | |||||||
Business Combination Equity Interests Issued and Issuable | 40,000,000 | |||||||
Business Combination, Consideration Transferred, Other | $ 15,000,000 | |||||||
Debt Instrument, Face Amount | $ 10,000,000 | |||||||
Hercules Capital, Inc | Prime Rate | ||||||||
Acquisition [Line Items] | ||||||||
Interest rate | 3.25% | |||||||
Hercules Capital, Inc | Maximum | ||||||||
Acquisition [Line Items] | ||||||||
Debt Instrument, Maturity Date | Feb. 1, 2026 | |||||||
Hercules Capital, Inc | Minimum | ||||||||
Acquisition [Line Items] | ||||||||
Debt Instrument, Maturity Date | Aug. 1, 2025 | |||||||
Chardan Capital Markets, LLC | ||||||||
Acquisition [Line Items] | ||||||||
Stock issued during period, Shares | 28,750 | |||||||
Sale of Stock, Price Per Share | $ 10 | |||||||
Percentage Of Deferred Discount Charges Equal to Amount Sold In Mcads Ipo | 0.50% | |||||||
Mountain Crest Acquisition Corp. II | ||||||||
Acquisition [Line Items] | ||||||||
Stock Redeemed during the period | 4,826,260 | |||||||
Common stock shares outstanding | 23,599,718 | |||||||
Common Stock subject to outstanding stock options | 853,015 | |||||||
Weighted average exercise price | $ 8.67 | |||||||
Merger Agreement with Merger Sub and Better Therapeutics | ||||||||
Acquisition [Line Items] | ||||||||
Consideration (in shares) | 15,000,000 | |||||||
Merger Agreement with Merger Sub and Better Therapeutics | PIPE Investors | ||||||||
Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 50,000,000 | |||||||
Purchase price | $ 10 | |||||||
[1] | Included 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - USD ($) | Aug. 14, 2020 | Jan. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2015 | Jan. 12, 2021 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares authorized | 5,000,000 | 30,000,000 | ||||||||
Common stock shares issued | 1,437,500 | 1,807,500 | ||||||||
Common stock shares outstanding | 1,437,500 | 1,807,500 | ||||||||
Common stock subject to possible redemption, outstanding (in shares) | 0 | 5,750,000 | ||||||||
Aggregate purchase price | $ 0 | $ 1,700,000 | $ 25,000 | [1] | $ 1,700,000 | |||||
Chardan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 170,000 | |||||||||
Purchase price, per unit | $ 10 | |||||||||
Aggregate purchase price | $ 1,700,000 | |||||||||
BETTER THERAPEUTICS OPCO [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 4,000,000 | |||||||||
Purchase price, per unit | $ 10 | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of profit interest units converted into common stock Shares | 1,697,314 | |||||||||
Common stock shares authorized | 14,000,000 | 14,000,000 | 0 | |||||||
Common stock shares issued | 5,697,314 | 5,642,157 | 0 | |||||||
Common stock shares outstanding | 5,697,314 | 5,642,157 | 0 | |||||||
[1] | Included 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured At fair Value ON a Recurring Basis (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities held in Trust Account | $ 57,506,681 | $ 0 |
Fair Value, Recurring [Member] | Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities held in Trust Account | 57,506,681 | |
BETTER THERAPEUTICS OPCO [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
SAFE Agreements | 39,194,000 | 11,740 |
BETTER THERAPEUTICS OPCO [Member] | Fair Value, Recurring [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
SAFE Agreements | 39,194,000 | 11,740,000 |
BETTER THERAPEUTICS OPCO [Member] | Fair Value, Recurring [Member] | Level 1 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
SAFE Agreements | 0 | 0 |
BETTER THERAPEUTICS OPCO [Member] | Fair Value, Recurring [Member] | Level 2 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
SAFE Agreements | 0 | 0 |
BETTER THERAPEUTICS OPCO [Member] | Fair Value, Recurring [Member] | Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
SAFE Agreements | $ 39,194,000 | $ 11,740,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - BETTER THERAPEUTICS OPCO [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Percentage of rate of return for the next financing event scenario | 0.08% | ||
Percentage of rate of return for the liquidation event scenario | 40.00% | ||
Simple Agreements for Future Equity | $ 39,194,000 | $ 11,740 | |
Financial assets at fair value | 0 | 0 | $ 0 |
Financial Liabilities at fair value | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Jan. 14, 2021 | Aug. 14, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 13, 2020 |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | ||||||
BETTER THERAPEUTICS OPCO [Member] | |||||||||
Effective tax rate | 1.00% | ||||||||
Effective tax rate differs from our statutory tax rate | 21.00% | ||||||||
Income tax provision | $ 71,000 | $ 153 | $ (150,000) | $ 71,000 | 153,000 | $ 0 | |||
Income tax liability | 0.00% | 0.00% | |||||||
Net change in the valuation allowance,Increase amount | $ 85 | ||||||||
Threshold percentage Of Cumulative ownership change for limitations in the amount of the net operating losses | 50.00% | 50.00% | |||||||
Unrecognized tax benefits | $ 77,000 | $ 77,000 | $ 0 | ||||||
Unrecognized tax benefits,Interest and penalties | 0 | ||||||||
Income tax provision | $ 71,000 | 153 | $ (150,000) | $ 71,000 | 153,000 | $ 0 | |||
BETTER THERAPEUTICS OPCO [Member] | Domestic Tax Authority [Member] | Indefinite Life [Member] | |||||||||
Operating Loss Carryforwards | 4,109 | 4,109 | |||||||
BETTER THERAPEUTICS OPCO [Member] | Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | Indefinite Life [Member] | |||||||||
Tax Credit Carryforward, Amount | 163 | 163 | |||||||
BETTER THERAPEUTICS OPCO [Member] | State and Local Jurisdiction [Member] | Tax Period Two Thousand And Forty [Member] | |||||||||
Operating Loss Carryforwards | 21 | 21 | |||||||
BETTER THERAPEUTICS OPCO [Member] | State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | Tax Period Two Thousand And Forty [Member] | |||||||||
Tax Credit Carryforward, Amount | $ 144 | $ 144 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income taxes (Details) - BETTER THERAPEUTICS OPCO [Member] - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||||
Federal | $ 0 | |||||
State | 1,000 | |||||
Total current | 1,000 | |||||
Deferred: | ||||||
Federal | 152,000 | |||||
State | 0 | |||||
Total deferred | $ (152,000) | $ 71,000 | 152,000 | $ 0 | ||
Total provision for income taxes | $ 71,000 | $ 153 | $ (150,000) | $ 71,000 | $ 153,000 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) - BETTER THERAPEUTICS OPCO [Member] - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Expected income tax benefit at the federal statutory rate | $ (1,309,000) | |||||
State taxes, net of federal benefit | (2,000) | |||||
Research and development credit, net | (208,000) | |||||
Deferred tax on conversion to a corporation | 907,000 | |||||
Non-deductible items | 3,000 | |||||
Partnership loss | 676,000 | |||||
Other | 1,000 | |||||
Change in valuation allowance | 85,000 | |||||
Total provision for income taxes | $ 71,000 | $ 153 | $ (150,000) | $ 71,000 | $ 153,000 | $ 0 |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components Of Deferred Tax Assets (Details) - BETTER THERAPEUTICS OPCO [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Deferred tax assets: | |
Federal and state new operating loss carryforwards | $ 864 |
Research and development tax credits | 207 |
Depreciation and amortization | 29 |
Accruals and reserves | 1 |
Gross deferred tax assets | 1,101 |
Valuation Allowance | (85) |
Net deferred tax assets | 1,016 |
Deferred Tax Liabilities, Net [Abstract] | |
Capitalization of internal use software | (1,168) |
Net deferred tax liabilities | (1,168) |
Net deferred tax liability | $ (152) |
Income Taxes - Summary of chang
Income Taxes - Summary of changes in the Gross unrecognized tax benefits (Details) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Contingency [Line Items] | |
Balance as of December 31, 2020 | $ 0 |
BETTER THERAPEUTICS OPCO [Member] | |
Income Tax Contingency [Line Items] | |
Balance as of August 14, 2020 | 0 |
Increase related to tax position taken | 77,000 |
Balance as of December 31, 2020 | $ 77,000 |
Property and Equipment, net - S
Property and Equipment, net - Summary Of Property And equipment (Details) - BETTER THERAPEUTICS OPCO [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 255 | $ 347 | |
Less: accumulated depreciation | (166) | (164) | |
Property and equipment, net | $ 61 | 89 | 183 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 100 | 83 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 155 | 155 | |
Leaseholds and Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 109 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
BETTER THERAPEUTICS OPCO [Member] | ||
Depreciation on property plant and equipment | $ 75 | $ 72 |
Stockholders' Equity And Common
Stockholders' Equity And Common Stock Subject To Possible Redemption - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Jan. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jan. 12, 2021 | ||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 5,000,000 | 30,000,000 | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 1,437,500 | 1,807,500 | |||||
Common shares, shares outstanding (in shares) | 1,437,500 | 1,807,500 | |||||
Common stock and subject to possible redemption outstanding | 7,557,500 | ||||||
Common stock and subject to possible redemption issued | 7,557,500 | ||||||
Common stock subject to possible redemption, outstanding (in shares) | 0 | 5,750,000 | |||||
Aggregate purchase price | $ 0 | $ 1,700,000 | $ 25,000 | [1] | $ 1,700,000 | ||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | ||||
Number of shares reclassificied from temporary to permanent equity | 1,807,500 | ||||||
Chardan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 170,000 | ||||||
Aggregate purchase price | $ 1,700,000 | ||||||
Purchase price, per unit | $ 10 | ||||||
[1] | Included 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Research and Development Payr_2
Research and Development Payroll Tax Credits - Additional Information (Details) - BETTER THERAPEUTICS OPCO [Member] - Research And Development Payroll Tax Credit [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Tax Credit Carryforward [Line Items] | ||
Research and development payroll tax credit receivables | $ 496 | $ 250 |
Other Current Assets [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Research and development payroll tax credit receivables | $ 216 | |
Other Noncurrent Assets [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Research and development payroll tax credit receivables | $ 280 |
Preferred Units - Summary Of Pr
Preferred Units - Summary Of Preferred Units (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||
Units Issuance and Outstanding | 5,750,000 | 0 | |
BETTER THERAPEUTICS OPCO [Member] | Series Seed Preferred Units [Member] | |||
Temporary Equity [Line Items] | |||
Units Authorized | 1,066,667 | ||
Units Issuance and Outstanding | 1,066,667 | ||
Aggregate liquidation Preference | $ 2,000 | ||
BETTER THERAPEUTICS OPCO [Member] | Series A Preferred Units [Member] | |||
Temporary Equity [Line Items] | |||
Units Authorized | 5,500,000 | ||
Units Issuance and Outstanding | 4,999,807 | ||
Aggregate liquidation Preference | $ 24,646 | ||
BETTER THERAPEUTICS OPCO [Member] | Preferred Units [Member] | |||
Temporary Equity [Line Items] | |||
Units Authorized | 6,566,667 | ||
Units Issuance and Outstanding | 6,066,474 | ||
Aggregate liquidation Preference | $ 26,646 |
Preferred Units - Additional In
Preferred Units - Additional Information (Details) - BETTER THERAPEUTICS OPCO [Member] - USD ($) $ / shares in Units, $ in Thousands | Aug. 14, 2020 | Dec. 02, 2015 | May 04, 2015 | Dec. 31, 2020 | Dec. 31, 2019 |
Series Seed Preferred Units [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity stock shares issued during the period shares | 1,066,667 | ||||
Sale of stock price per share | $ 1.875 | ||||
Temporary equity stock issued during period value new issues | $ 2,000 | ||||
Aggregate liquidation Preference | $ 2,000 | ||||
Series Seed Preferred Units [Member] | Conversion To Common Units [Member] | |||||
Temporary Equity [Line Items] | |||||
Conversion price per share | $ 1.875 | ||||
Series Seed Preferred Units [Member] | Third Preference [Member] | |||||
Temporary Equity [Line Items] | |||||
Aggregate liquidation Preference | $ 2,000 | ||||
Series A Preferred Units [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity stock shares issued during the period shares | 1,480,527 | ||||
Sale of stock price per share | $ 4.441 | ||||
Temporary equity stock issued during period value new issues | $ 6,575 | ||||
Aggregate liquidation Preference | $ 24,646 | ||||
Temporary equity stock dividend rate percentage | 6.00% | 6.00% | |||
Series A Preferred Units [Member] | Conversion To Common Units [Member] | |||||
Temporary Equity [Line Items] | |||||
Conversion price per share | $ 4.441 | ||||
Series A Preferred Units [Member] | First Preference [Member] | |||||
Temporary Equity [Line Items] | |||||
Aggregate liquidation Preference | $ 22,204 | ||||
Series A Preferred Units [Member] | Second Preference Unpaid Cumulative Dividends [Member] | |||||
Temporary Equity [Line Items] | |||||
Aggregate liquidation Preference | $ 2,442 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - BETTER THERAPEUTICS OPCO [Member] - $ / shares | Aug. 14, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 |
Conversion To Common Stock [Member] | Stock Conversion Triggering Event Share Price [Member] | ||||
Temporary Equity [Line Items] | ||||
Share Price | $ 13.323 | |||
Series Seed Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity shares authorized | 1,066,667 | 1,066,667 | 0 | |
Temporary equity shares issued | 1,066,667 | 1,066,667 | 0 | |
Series Seed Convertible Preferred Stock [Member] | Conversion To Common Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Conversion price per share | $ 1.875 | |||
Series A Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, par or stated value per share | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity shares authorized | 4,999,807 | 4,999,807 | 0 | |
Temporary equity shares issued | 4,999,807 | 4,999,807 | 0 | |
Series A Convertible Preferred Stock [Member] | Conversion To Common Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Conversion price per share | $ 4.441 | |||
Series Seed Preferred Units [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity shares authorized | 1,066,667 | |||
Series Seed Preferred Units [Member] | Conversion To Series Seed Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Conversion price per share | $ 1.875 | |||
Series A Preferred Units [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity shares authorized | 5,500,000 | |||
Temporary Equity Stock Dividend Rate Percentage | 6.00% | 6.00% | ||
Series A Preferred Units [Member] | Conversion To Series Seed Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Conversion price per share | $ 4.441 | |||
Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity shares authorized | 6,066,474 | |||
Temporary equity shares issued | 6,066,474 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Oct. 12, 2021$ / shares | Jan. 14, 2021USD ($)$ / sharesshares | Jan. 13, 2021shares | Jan. 12, 2021USD ($)$ / sharesshares | Mar. 31, 2021shares | Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Apr. 12, 2022$ / shares | Dec. 31, 2015$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Period to exercise demand registration right | 5 years | 5 years | ||||||||
Period to exercise piggy back registration right | 7 years | 7 years | ||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | |||||||
Deferred underwriting fee payable | $ 2,012,500 | $ 1,725,000 | ||||||||
BETTER THERAPEUTICS OPCO [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Termination settlement of lease amount | 168 | |||||||||
Minimum payments under the operating lease | 0 | |||||||||
Operating lease,Rent expense | 131 | $ 331 | ||||||||
Other Accrued Liabilities [Member] | BETTER THERAPEUTICS OPCO [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Lease termination liability | $ 56 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Purchase price, per unit | $ / shares | $ 0.10 | $ 0.10 | ||||||||
Percentage of underwriter discount | 5.5 | |||||||||
Percentage of underwriter discount paid | 2.00% | |||||||||
Percentage of underwriter discount deferred | 3.50% | |||||||||
Percentage of underwriter discount to be paid in cash | 3.00% | |||||||||
Percentage of underwriter discount to be paid in shares | 0.50% | |||||||||
Over-Allotment Option [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | 750,000 | ||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Proceeds from issuance initial public offering | $ 1,725,000 | |||||||||
Deferred fee per unit | $ / shares | $ 0.30 | |||||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 750,000 | 750,000 | ||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Deferred fee per unit | $ / shares | $ 0.30 | |||||||||
Deferred underwriting fee payable | $ 1,725,000,000 | |||||||||
Term of option for underwriters to purshase additional Units to cover over-allotments | 45 days | |||||||||
IPO [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 500,000 | 5,000,000 | |||||||
Sale of Units, net of underwriting discounts and offering expenses | $ 287,500 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||
IPO [Member] | Subsequent Event [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 5,750,000 | 5,000,000 | ||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||
Underwriter cash discount | 1,000,000 | |||||||||
Chardan [Member] | Subsequent Event [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Proceeds from issuance initial public offering | $ 185,000 | |||||||||
Chardan [Member] | IPO [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | 28,750 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Percentage of underwriter discount to be paid in shares | 0.50% | |||||||||
Chardan [Member] | IPO [Member] | Subsequent Event [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts and offering expenses (in shares) | shares | (28,750) | |||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Percentage of underwriter discount to be paid in shares | 0.50% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jan. 14, 2021 | Jan. 13, 2021 | Jan. 12, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 12, 2022 | Oct. 12, 2021 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | |||||||||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | |||||||||
Maximum shares subject to forfeiture | 187,500 | |||||||||||
IPO [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 500,000 | 5,000,000 | |||||||||
Purchase price, per unit | $ 10 | $ 10 | ||||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | ||||||||||
Purchase price, per unit | $ 10 | |||||||||||
Proceeds from issuance initial public offering | $ 1,725,000 | |||||||||||
Maximum shares subject to forfeiture | 187,500 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Purchase price, per unit | $ 0.10 | $ 0.10 | ||||||||||
Transaction costs | $ 375,000 | |||||||||||
Underwriting fees | 150,000 | |||||||||||
Deferred underwriting fees | 225,000 | |||||||||||
Deposit amount | 7,500,000 | |||||||||||
Proceeds from the deposit | $ 57,500,000 | |||||||||||
Subsequent Event [Member] | IPO [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 5,750,000 | 5,000,000 | ||||||||||
Purchase price, per unit | $ 10 | $ 10 | ||||||||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 750,000 | 750,000 | ||||||||||
Purchase price, per unit | $ 10 | |||||||||||
Maximum shares subject to forfeiture | 187,500 | |||||||||||
BETTER THERAPEUTICS OPCO [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Simple agreements and future equity issued to significant shareholder | $ 4,700 | |||||||||||
Related party transaction fees incurred | $ 11,815,000 | $ 8,657,000 | ||||||||||
Purchase price, per unit | $ 10 | |||||||||||
Armanino LLP for tax, valuation and outsourced accounting services [Member] | Andy Armanino [Member] | BETTER THERAPEUTICS OPCO [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Related party transaction fees incurred | $ 62 | $ 191 | ||||||||||
Chardan [Member] | IPO [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | 28,750 | |||||||||||
Purchase price, per unit | $ 10 | |||||||||||
Chardan [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from issuance initial public offering | $ 185,000 | |||||||||||
Aggregate amount | $ 1,850,000 | |||||||||||
Chardan [Member] | Subsequent Event [Member] | IPO [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses (in shares) | (28,750) | |||||||||||
Purchase price, per unit | $ 10 |