As filed with the Securities and Exchange Commission
on July 18, 2023.
Registration No. 333-269006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PRIVETERRA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
6770 |
85-3940478 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
300 SE 2nd Street, Suite 600
Fort Lauderdale, Florida 33301
United States of America
Telephone: (754) 220-9229
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)
Oleg
Grodnensky, Chief Operating Officer and Chief
Financial Officer
c/o Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 660
Fort Lauderdale, Florida 33301
United States of America
Telephone: (754) 220-9229
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
Copies to:
|
Lee Hochbaum
W. Soren Kreider IV
Davis Polk & Wardwell LLP
450 Lexington Ave
New York, NY 10017
Telephone: (212) 450-4736 |
|
B. Shayne Kennedy
J. Ross McAloon
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
Telephone: (714) 540-1235 |
Approximate
date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration
statement.
If
the securities being registered on this Form are being offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. ¨
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. x 333-269006
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated filer
¨ |
| Non-accelerated filer x |
Smaller reporting company
x |
| |
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 7(a)(2)(B) of the Securities Act. ¨
If applicable, place an X in the box to designate
the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) ¨
The Registration Statement shall become effective upon filing with
the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-4 is
being filed with respect to the registration of the issuance of an additional 2,857,143 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Priveterra Acquisition Corp., a Delaware corporation (the
“Registrant”), to certain stockholders of AEON Biopharma, Inc. (“AEON”) immediately preceding the
consummation of the business combination contemplated by the business combination agreement entered into by the Registrant, Priveterra Merger Sub, Inc., a Delaware corporation and AEON, a Delaware corporation,
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction K to Form S-4.
This Registration Statement relates to the Registrant’s
Registration Statement on Form S-4 (File No. 333-269006) (the “Prior Registration Statement”), initially filed by
the Registrant on December 27, 2022 and declared effective by the Securities and Exchange Commission (the “Commission”)
on May 12, 2023. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed
herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated
by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-4 (File No. 333-269006)
are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits
are filed herewith, as part of this Registration Statement: |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida on the 18th day of July, 2023.
| |
PRIVETERRA ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Robert J. Palmisano |
| |
|
Name: |
Robert J. Palmisano |
| |
|
Title: |
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates
indicated.
| Name |
Title |
Date |
| |
|
|
| /s/ Robert J. Palmisano |
Chairman and Chief Executive Officer |
July 18, 2023 |
| Robert J. Palmisano |
|
|
| |
|
|
| /s/ Oleg Grodnensky |
Chief Operating Officer and Chief Financial Officer |
July 18, 2023 |
| Oleg Grodnensky |
|
|
| |
|
|
| * |
President and Director |
July 18, 2023 |
| Vikram Malik |
|
|
| |
|
|
| * |
Director |
July 18, 2023 |
| Lance A. Berry |
|
|
| |
|
|
| * |
Director |
July 18, 2023 |
| James A. Lightman |
|
|
| |
|
|
| * |
Director |
July 18, 2023 |
| Julie B. Andrews |
|
|
| * By: |
/s/ Robert Palmisano |
|
| |
Robert Palmisano |
|
| |
Attorney-in-Fact |
|
Exhibit 5.1
|
Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com |
July 18, 2023
Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 600
Fort Lauderdale, Florida 33301
Ladies and Gentlemen:
We have acted as counsel to Priveterra Acquisition
Corp., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Company’s
registration statement on Form S-4 pursuant to Rule 462(b) under the Act (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), relating to, among other things, the registration of the offering by the Company of 2,857,143 shares (the “Shares”)
of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), in
respect of a corresponding number of shares of AEON Biopharma, Inc. (“AEON”) common stock outstanding immediately
preceding the consummation of the business combination (the “Business Combination”) contemplated by the business combination
agreement, dated as of December 12, 2022 (as amended from time to time, including as amended by Amendment No. 1 to the Business
Combination Agreement, dated as of April 27, 2023, the “Business Combination Agreement”), by and among the Company,
Priveterra Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”),
and AEON, a Delaware corporation, pursuant to which Merger Sub will merge with and into AEON, with AEON surviving as a wholly-owned subsidiary
of the Company.
We, as your counsel, have prepared or examined
originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other
instruments, and have conducted such other investigations of fact and law, as we have deemed necessary or advisable for the purpose of
rendering the opinions expressed herein, including preparing or examining (a) the Registration Statement, (b) the Business Combination
Agreement, (c) the Company’s Second Amended and Restated Certificate of Incorporation, (d) the Company’s proposed
Third Amended and Restated Certificate of Incorporation (the “Proposed Charter”), (e) the Company’s bylaws,
and (f) the Company’s proposed Amended and Restated Bylaws.
In rendering the opinions expressed herein, we
have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and
complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as
exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all
documents that we reviewed are genuine, (v) all parties executing documents had the power, corporate or other, to enter into and
perform all obligations thereunder and the due authorization by all requisite action, corporate or other, and the execution and delivery
by such parties of such documents and the validity and binding effect thereof on such parties, (vi) all statements in certificates
of public officials and officers of the Company that we reviewed were and are accurate, (vii) all representations made by the Company
as to matters of fact in the documents that we reviewed were and are accurate, (viii) the Proposed Charter, in the form thereof submitted
for our review, without alteration or amendment (other than identifying the appropriate date), will be duly acknowledged and executed
and thereafter be duly filed with the Secretary of State of the State of Delaware in accordance with Section 103 of the General Corporation
Law of the State of Delaware (“DGCL”), and no other certificate or document, other than the Certificate of Merger,
as required under the DGCL, has been or, prior to the filing of the Proposed Charter, will be, filed by or in respect of the Company with
the Secretary of State of the State of Delaware and the Company will pay all fees and other charges required to be paid in connection
with the filing of the Proposed Charter, (ix) the Registration Statement, as then amended, will have become effective under the Securities
Act and such effectiveness will not have been terminated or rescinded or be subject to any stop order, (x) the stockholders of the
Company will approve, among other things, the adoption of the Business Combination Agreement and any ancillary documents thereto, and
all transactions (including the Business Combination) contemplated therein, and (xi) all other necessary action will have been taken
under the DGCL to authorize and permit the Business Combination, and the Business Combination shall have been consummated, or will be
consummated concurrently with, the issuance of the Shares. As to any facts material to the opinions expressed herein that we did not independently
establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others
and of public officials.
Based upon the foregoing, and subject to the assumptions,
qualifications and limitations set forth herein, we advise you that, in our opinion, when the Shares have been issued upon the terms and
conditions set forth in the Registration Statement and the Business Combination Agreement, the Shares will be validly issued, fully paid
and non-assessable.
We are members of the Bar of the State of New York
and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America, and the DGCL.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters”
in the proxy statement/prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, |
|
| |
|
| /s/ Davis Polk & Wardwell LLP |
|
| Davis Polk & Wardwell LLP |
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by
reference in this Registration Statement on Form S-4 pursuant to Rule 462(b), of our report dated April 5, 2023, relating to the
financial statements of Priveterra Acquisition Corp. (as restated), appearing in the Amendment No. 4 to the Registration Statement
on Form S-4, File No. 333-269006.
/s/ WithumSmith+Brown, PC
New York, New York
July 18, 2023
Exhibit 23.2
Consent of Ernst & Young LLP, Independent
Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-4 filed pursuant to Rule 462(b) of the Securities
Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated
March 9, 2023, with respect to the consolidated financial statements of AEON Biopharma, Inc. included in Amendment No. 4 to the Registration
Statement (Form S-1 No. 333-269006) and related Prospectus of Priveterra Acquisition Corp. for the registration of the issuance of an
additional 2,857,143 shares of Class A Common Stock.
Irvine, California
July 18, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Priveterra
Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
Security
Type |
Security
Class
Title(1) |
Fee
Calculation
or Carry
Forward Rule |
Amount
Registered (2) |
Proposed
Maximum
Offering Price
Per Unit (3) |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount
of
Registration
Fee(4) |
Carry
Forward
Form Type |
Carry
Forward
File Number |
Carry
Forward
Initial
effective date |
Filing
Fee
Previously Paid
In Connection
with Unsold
Securities
to be Carried
Forward |
| Newly
Registered Securities |
| Fees
to be Paid |
Equity |
Class A
Common Stock, par value $0.0001 per share |
457(f)(2) |
2,857,143 |
N/A |
$95.24 |
$0.0001102 |
$0.01 |
|
|
|
|
| Fees
Previously Paid |
Equity |
Class A
Common Stock, par value $0.0001 per share |
457(f)(2) |
39,913,926
|
N/A |
$1,330.46 |
$0.0001102 |
$0.14 |
- |
- |
- |
- |
| |
|
|
|
Total
Offering Amounts |
|
|
|
$0.15 |
|
|
|
|
| |
|
|
|
Total
Fees Previously Paid |
|
|
|
$0.14 |
|
|
|
|
| |
|
|
|
Total
Fee Offsets |
|
|
|
|
|
|
|
|
| |
|
|
|
Net
Fee Due |
|
|
|
$0.01 |
|
|
|
|
| (1) | All
securities being registered are issued by Priveterra Acquisition Corp. (“Priveterra”)
to be renamed AEON Biopharma, Inc. (“New AEON”), in connection with the
transactions contemplated by the Business Combination Agreement, dated as of December 12,
2022 (as it may be amended from time to time, the “Business Combination Agreement”),
as described in Priveterra’s Registration Statement on Form S-4 (File No. 333-269006),
as amended (the “Prior Registration Statement”). |
| (2) | The
number of shares of Class A common stock (“Class A Common Stock”) being
registered represents the estimated number of shares of Class A Common Stock to be issued
in connection with the proposed business combination herein between Priveterra and AEON Biopharma,
Inc. (“AEON”) (the “Business Combination”), including 19,279,557
shares of Class A Common Stock held by stockholders of AEON, 16,000,000 shares of Class A
Common Stock which may be issued as Contingency Consideration (as defined in the Form S-4),
77,586 shares of Class A Common Stock held by a Priveterra affiliate, 3,515,218 shares
of Class A Common Stock to be issued in connection with the AEON options granted, 1,041,565
shares to be issued in connection with the unvested AEON restricted stock units granted and
2,857,143 shares of Class A Common Stock held by certain stockholders of AEON immediately
preceding the consummation of the business combination. |
| (3) | Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of
the Securities Act of 1933. AEON is a private company for which no market exists for its
securities and AEON has an accumulated deficit. Therefore, the proposed maximum aggregate
offering price is one-third of the aggregate par value of the AEON securities expected to
be exchanged in the Business Combination. |
| (4) | Calculated
by multiplying the proposed maximum aggregate offering price of securities to be registered
by 0.0001102. |
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