PMGMU Priveterra Acquisition Corporation II

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) 
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 13, 2023

 

 

 

PRIVETERRA ACQUISITION CORP.

 

(Exact name of registrant as specified in its charter)

 

  

Delaware		001-40021		85-3940478
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

 

300 SE 2nd Street, Suite 600

Fort Lauderdale, Florida 33301

(Address of principal executive offices, including zip code)

  

Registrant’s telephone number, including area code: (754) 220-9229

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant		PMGMU		The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share		PMGM		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50		PMGMW		The Nasdaq Stock Market LLC

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 13, 2023, Priveterra Acquisition Corp. (“Priveterra” or the “Company”), in connection with its proposed business combination (the “Business Combination”) with AEON Biopharma, Inc. (“AEON”) received authorization from NYSE Regulation to list the post-combination company’s common stock and warrants on the NYSE American LLC (“NYSE”), in each case subject to the closing of the Business Combination. Trading of the common stock and warrants of the post-combination company, AEON Biopharma Inc., is expected to begin on NYSE at market open on July 24, 2023 under the symbols “AEON” and “AEON WS”, respectively. The last day of trading on Nasdaq is expected to be on July 21, 2023.

 

Item 7.01 Regulation FD Disclosure.

 

On July 17, 2023, Priveterra Acquisition Corp. (the “Company”) issued a press release (the "Press Release") regarding the Company’s authorization for listing on NYSE American LLC and the Company’s willingness to accept stockholders’ requests to withdraw their previously submitted redemption requests until 5:00 p.m. Eastern Time on July 20, 2023. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information in this Item 7.01, including Exhibit 99.1, and is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Priveterra under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events involving, or future performance of, the Company or AEON. In some cases, you can identify forward-looking statements by terminology such as “pro forma”, “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and AEON and its management, as the case may be, are inherently uncertain. Certain risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final prospectus dated February 11, 2021, relating to its IPO and other risks and uncertainties indicated from time to time in the definitive proxy statement to be delivered to the Company’s stockholders and related S-4 Registration Statement, including those set forth under “Risk Factors” therein, and other documents filed to be filed with the SEC by the Company.

 

Item 9.01.   Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated July 17, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 17, 2023

 

PRIVETERRA ACQUISITION CORP.
By:	/s/ Robert J. Palmisano
Name:	Robert J. Palmisano
Title:	Chairman and Chief Executive Officer

 

 

Exhibit 99.1

 

PRESS RELEASE

 

Priveterra Acquisition Corp. Announces Authorization to List on NYSE Upon Completion of Business Combination with AEON Biopharma, Inc.

 

FORT LAUDERDALE, FL- July 17, 2023- Priveterra Acquisition Corp. (Nasdaq: PMGM) (“Priveterra” and, after the consummation of its pending business combination (the “Business Combination”) and following its name change to AEON Biopharma, Inc., “New AEON”) today announced that NYSE Regulation, on July 13, 2023, authorized New AEON common stock (“New AEON Common Stock”) and New AEON warrants to be listed on NYSE American LLC (“NYSE”) upon the Business Combination with AEON Biopharma, Inc., (“AEON”) following which AEON will be a wholly owned subsidiary of Priveterra and Priveterra will change its name to AEON Biopharma, Inc.

 

Trading is expected to begin on NYSE on July 24, 2023, under the new ticker symbol “AEON” for the New AEON Common Stock following the consummation of the Business Combination, which is expected to occur on July 21, 2023, subject to satisfaction or waiver of standard, customary closing conditions.

 

As of July 17, 2023, Priveterra’s public stockholders holding 1,681,348 shares, out of a total of 2,002,272 shares, of Class A common stock validly elected to redeem their public shares for a full pro rata portion of the trust account holding the proceeds from Priveterra’s initial public offering, leaving 320,924 shares remaining. The redemption price as of July 17, 2023 is approximately $10.62.

 

Priveterra will be automatically accepting requests by stockholders to withdraw their previously submitted redemption requests until 5:00 p.m. Eastern Time on July 20, 2023.

 

No action is required by existing PMGM shareholders with respect to the ticker symbol or exchange listing change.

 

About Priveterra Acquisition Corp.

 

Priveterra Acquisition Corp. (NASDAQ: PMGM) is a blank-check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses in life sciences. Priveterra is sponsored by Robert Palmisano and Priveterra Capital, LLC.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events involving, or future performance of, the Company or AEON. In some cases, you can identify forward-looking statements by terminology such as “pro forma”, “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and AEON and its management, as the case may be, are inherently uncertain. Certain risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final prospectus dated February 11, 2021, relating to its IPO and other risks and uncertainties indicated from time to time in the definitive proxy statement to be delivered to the Company’s stockholders and related S-4 Registration Statement, including those set forth under “Risk Factors” therein, and other documents filed to be filed with the SEC by the Company.

 

 

PRESS RELEASE

 

Contacts

 

Investor Contact:
Priveterra Acquisition Corp.

 

spac@priveterra.com

 

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