As filed with the Securities and Exchange Commission on May 9, 2023

Registration No. 333-269006​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4
to
FORM S-4

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

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)​

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the enclosed proxy statement/prospectus have been satisfied or waived.

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. ☐

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.

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 Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus does not constitute an offer to sell or a solicitation of offers to buy these securities in any jurisdiction in which such offer or sale is not permitted.

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF PRIVETERRA ACQUISITION CORP.

To Be Held On June 6, 2023

To the Stockholders of Priveterra Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Priveterra Acquisition Corp., a Delaware corporation (“Priveterra,” “we,” “our” or “us”), will be held on June 6, 2023, at 12:00 PM Eastern Time, via live webcast at the following address: www.virtualshareholdermeeting.com/PMGM2023SM. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Priveterra recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. You are cordially invited to attend the Special Meeting to consider the following proposals (the “Proposals”):

1.   to (a) adopt and approve the Business Combination Agreement, dated as of December 12, 2022 (such agreement as amended by Amendment No. 1. to the Business Combination Agreement dated as of April 27, 2023 (the “BCA Amendment” and as it may be further amended and/or restated from time to time, the “Business Combination Agreement”), by and among Priveterra, Priveterra Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Priveterra (“Merger Sub”), and AEON Biopharma, Inc., a Delaware corporation (“AEON”), pursuant to which Merger Sub will merge with and into AEON, with AEON surviving the merger as a wholly-owned subsidiary of Priveterra, (b) approve such merger and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”), and (c) adopt and approve each Ancillary Document (as defined in the Business Combination Agreement) to which Priveterra is a party and approve all transactions contemplated therein. Subject to the terms and conditions set forth in the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”):

(a)

each outstanding share of AEON common stock (on an as converted basis after taking into effect the conversion of the outstanding warrants of AEON exercisable for shares of AEON preferred stock (as defined in the accompanying proxy statement/prospectus), the conversion of the shares of AEON preferred stock into AEON common stock in accordance with the AEON Governing Documents (as defined in the accompanying proxy statement/​prospectus) as of the Effective Time and the conversion of the outstanding convertible notes of AEON into AEON common stock in accordance with the terms of such convertible notes and after giving effect to the issuance of AEON common stock, if any, in connection with the Subsidiary Merger (as defined in this proxy statement/prospectus)) will be cancelled and converted into the right to receive a number of shares of New AEON common stock (rounded down to the nearest whole share) (as defined in the accompanying proxy statement/​prospectus) equal to the Merger Consideration (as defined in the accompanying proxy statement/prospectus);

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(b)

each outstanding AEON option (whether vested or unvested) (including each Subsidiary Rollover Option (as defined in this proxy statement/prospectus)) will be converted into an option to purchase a number of shares of New AEON common stock, and at an exercise price per share, as set forth in the AEON disclosure schedules;

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(c)

each outstanding AEON RSU award (as defined in this proxy statement/prospectus) (including each Subsidiary Rollover RSU Award (as defined in this proxy statement/​prospectus)) will be converted into a restricted stock unit (“RSU”) award representing the right to receive a number of shares of New AEON common stock as set forth in the AEON disclosure schedules; and

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(d)

certain holders of shares of AEON common stock and AEON preferred stock may also be eligible to receive up to an aggregate of 16,000,000 shares of New AEON common stock subject to the achievement of certain clinical milestones following the consummation of the Business Combination or, in some circumstances, upon a change of control of New AEON.

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We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A and a copy of the Business Combination Agreement Amendment thereto, is attached as Annex G;

2.   to approve, assuming the Business Combination Proposal is approved and adopted, a proposed third amended and restated certificate of incorporation for the Combined Company (as defined in the accompanying proxy statement/prospectus) (the “Proposed Charter,” a copy of which is attached to the accompanying proxy statement/prospectus as Annex B), which will amend and restate Priveterra’s current Second Amended and Restated Certificate of Incorporation (the “Current Charter”), and amended by-laws for the Combined Company (the “Proposed Bylaws,” a copy of which is attached to the accompanying proxy statement/prospectus at Annex C), which will be in effect upon the closing (the “Closing”) of the Business Combination (the “Charter Amendment Proposal”);

3.   to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the “Advisory Charter Amendment Proposals”):

(a)

Advisory Charter Proposal A — to change the corporate name of the Combined Company to “AEON Biopharma, Inc.” at and from the time of the Business Combination;

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(b)

Advisory Charter Proposal B — to increase the authorized shares of common stock of the Combined Company to 500,000,000 shares;

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(c)

Advisory Charter Proposal C — to increase the authorized shares of preferred stock that the Combined Company’s board of directors could issue to 1,000,000 shares;

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(d)

Advisory Charter Proposal D — to provide that directors be elected to serve as Class I, Class II and Class III directors to serve staggered terms on the New AEON Board (as defined in the accompanying proxy statement/prospectus) until their respective successors are duly elected and qualified, or until their earlier resignation, death, disqualification or removal and to provide that the removal of any director be only for cause (and by the affirmative vote of at least 662∕3% of the voting power of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in the election of directors);

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(e)

Advisory Charter Proposal E — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 662∕3% of the total voting power of all the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendment, voting together as a single class;

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(f)

Advisory Charter Proposal F — to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; and

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(g)

Advisory Charter Proposal G — to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting.

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4.   to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635 and listing rules of NYSE, (a) the issuance of up to 39,913,926 shares of New AEON common stock in connection with the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus and (b) the issuance of an aggregate of 2,857,143 shares of New AEON common stock under the Committed Financing Agreements (as defined in the accompanying proxy statement/prospectus) in connection with the Business Combination (the “Stock Issuance Proposal”);

5.   to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of five directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the “Director Election Proposal”);

6.   to approve, assuming the Business Combination Proposal is approved and adopted, the Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as

 

 

Annex D, which will become effective as of and contingent on the consummation of the Business Combination (the “Incentive Plan Proposal”);

7.   to approve, assuming the Business Combination Proposal is approved and adopted, the Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/​prospectus as Annex E, which will become effective as of and contingent on the consummation of the Business Combination (the “ESPP Proposal”); and

8.   to approve a proposal to adjourn the Special Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the Board or the officer presiding over the Special Meeting, for Priveterra to consummate the Business Combination (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal (together, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. The Adjournment Proposal and the Advisory Charter Amendment Proposals are not cross-conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Only holders of record of Class A Common Stock and Class B Common Stock of Priveterra (collectively, the “Priveterra Common Stock”) at the close of business on April 11, 2023 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Priveterra stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of Priveterra for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the Current Charter, Priveterra is providing its public stockholders (“Public Stockholders”) with the opportunity to redeem, upon the Closing, the shares of Class A Common Stock (the “Public Shares”) issued in the Initial Public Offering then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less franchise and income taxes payable) of the Initial Public Offering. For illustrative purposes, based on funds in the Trust Account of approximately $21,099,474.72 on the Record Date, the estimated per share redemption price would have been approximately $10.54. Public Stockholders may elect to redeem Public Shares even if they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the Public Shares issued in the Initial Public Offering. Priveterra’s Sponsor has agreed to waive its redemption rights with respect to any Founder Shares and Private Placement Warrants (each as defined in the accompanying proxy statement/prospectus) and any Public Shares it may hold, and the Sponsor has also agreed to waive its redemption rights with respect to any other equity securities it holds in connection with the Closing, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor has agreed to vote any Founder Shares, Private Placement Warrants and Public Shares owned by them, and the Sponsor has also agreed to vote any other equity securities in favor of the Business Combination Proposal, which represent approximately 77.51% of the voting power of Priveterra as of the Record Date. The Sponsor has also agreed to vote its shares in favor of all other Proposals being presented at the Special Meeting.

Pursuant to Priveterra’s bylaws, a majority of the voting power of all outstanding shares of Priveterra Common Stock entitled to vote, represented at the Special Meeting or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Under the Delaware General Corporation Law (the “DGCL”), shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Special Meeting. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present.

 

 

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the shares of Priveterra Common Stock cast in respect of that Proposal and entitled to vote thereon at the Special Meeting, voting together as a single class. The approval of each of the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Adjournment Proposal and each of the Advisory Charter Amendment Proposals also requires the affirmative vote of the holders of a majority of the shares of Priveterra Common Stock cast in respect of the relevant Proposal and entitled to vote thereon at the Special Meeting, voting together as a single class. The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of each of the Class A Common Stock and Class B Common Stock, voting separately, as well as the vote of a majority of the issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class.

The approval of the Director Election Proposal requires a plurality vote of the shares of Priveterra Common Stock cast in respect of that Proposal and entitled to vote thereon at the Special Meeting, voting as a single class. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the Priveterra stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the Closing.

As of the Record Date, there was approximately $21,099,474.72 in the Trust Account. Each redemption of Public Shares by Public Stockholders will decrease the amount in the Trust Account. Priveterra will not redeem Public Shares in an amount that would cause it to have net tangible assets of less than $5,000,001.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the Annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, D.F. King & Co., Inc., at (212) 269-5550 (call collect), (866) 796-7186 (call toll-free), or email at PMGM@dfking.com.

May 9, 2023​

By Order of the Board of Directors​

 

 

 

 

ii

 

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Priveterra’s own internal estimates and research. While we are not aware of any misstatements regarding such third-party information and data presented in this proxy statement/prospectus, such information and data involves risks and uncertainties and is subject to change based on various factors, including, potentially, those discussed under the section of this proxy statement/prospectus entitled “Risk Factors.” Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Finally, while we believe our own internal estimates and research are reliable, and are not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entities.

FREQUENTLY USED TERMS

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

•

“AEON” means AEON Biopharma, Inc., a Delaware corporation.

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•

“AEON common stock” means the common stock, par value $0.0001 per share, of AEON.

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•

“AEON Acquisition Proposal” means, except as set forth on Section 1.1(a) of the AEON disclosure schedules, (a) any transaction or series of related transactions under which any person(s), directly or indirectly, acquires or otherwise purchases (i) AEON, or (ii) all or substantially all of the assets or businesses of AEON and its subsidiaries (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any material equity or similar investment in AEON or any of its subsidiaries. Notwithstanding the foregoing or anything to the contrary herein, none of the Business Combination Agreement, the Ancillary Documents or the transactions contemplated thereby shall constitute an AEON Acquisition Proposal.

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•

“AEON Company Shares” means collectively, the AEON preferred stock and the AEON common stock (including, for the avoidance of doubt, the AEON common stock, if any, issued in connection with the Subsidiary Merger).

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•

“AEON Convertible Notes” means the convertible promissory notes issued by AEON set forth on the AEON disclosure schedules.

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•

“AEON Governing Documents” means the Fourth Amended and Restated Articles of Incorporation of AEON, as amended, and the Amended and Restated Bylaws of AEON.

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•

“AEON Certificate of Incorporation” means the Fourth Amended and Restated Certificate of Incorporation of AEON, filed with the Secretary of State of the State of Delaware on April 19, 2017, as amended on December 18, 2019, January 8, 2020, November 12, 2020, October 4, 2021 and December 11, 2022.

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•

“AEON Certificate of Incorporation Amendment” means the Fifth Certificate of Amendment of the AEON Certificate of Incorporation, dated December 11, 2022.

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iii

 

•

“AEON options” means options to purchase AEON common stock granted to any current or former director, manager, officer, employee, contingent worker or other service provider of AEON, whether vested or unvested, including the Subsidiary Rollover Options that have been converted into AEON options in accordance with the Business Combination Agreement.

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•

“AEON RSU awards” means awards of RSUs covering shares of AEON common stock granted to any current or former director, manager, officer, employee, contingent worker or other service provider of AEON, whether vested or unvested, including the Subsidiary Rollover RSU Awards that have been converted into AEON RSU awards in accordance with the Business Combination Agreement.

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•

“AEON preferred stock” means the preferred stock, par value $0.0001 per share, of AEON designated as Series A preferred stock (“Series A preferred”) and Series B preferred stock (“Series B preferred”).

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•

“AEON Stockholders” means the holders of AEON common stock (on an as converted basis after taking into effect the conversion of the AEON Warrants, the conversion of the shares of AEON preferred stock into AEON common stock in accordance with the AEON Governing Documents of AEON as of the Effective Time and the conversion of the AEON Convertible Notes into AEON common stock in accordance with the terms of such AEON Convertible Notes and the Noteholder Support Agreements, and after giving effect to the issuance of AEON common stock, if any, in connection with the Subsidiary Merger) immediately prior to the Effective Time.

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•

“AEON Warrants” means the warrant to purchase 342,011 shares of AEON’s Series B Preferred Stock, issued May 27, 2016, at an exercise price of $7.3097 per share.

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•

“Available Closing Cash” means, as of the Closing (and without duplication), (a) the amount of funds contained in the Trust Account (after reduction for the aggregate amount of payments made or required to be made in connection with any redemptions of the Priveterra stockholders), plus (b) the amount of immediately available funds funded to Priveterra or AEON prior to the Closing pursuant to any Interim Financing Arrangement entered into prior to the Closing and the amount of funds committed to Priveterra or AEON pursuant to any Interim Financing Arrangement entered into prior to the Closing that are or will be available to Priveterra or AEON, as applicable, (x) upon or immediately following the Closing or (y) within a six-month period following the Closing and the availability of which to Priveterra or AEON, as applicable, is subject only to the passage of time or such conditions as would reasonably be expected to be satisfied within such six-month period (provided, that, any such condition will be deemed not to be reasonably expected to be satisfied if such condition is outside of AEON’s sole control, including, any minimum stock price thresholds, minimum public float, or other trading or listing requirement; provided, however, that, the filing of, or effectiveness of, a registration statement will be deemed to be reasonably expected to be satisfied by AEON), plus (c) any amount of proceeds funded of any Bridge Loan received by AEON prior to the Closing to the extent such amount is not required to be repaid prior to the later of either (A) December 31, 2023 or (B) within the first six months following the Closing, pursuant to the terms of such Bridge Loan, plus (d) the amount of proceeds (in an amount not to exceed the Excess Expenses Amount) immediately available to Priveterra or AEON at or prior to the Closing pursuant to any equity financing provided by Priveterra pursuant to Section 5.18 of the Business Combination Agreement in respect of any Excess Expenses Amount, plus (e) the amount of immediately available funds funded to Priveterra or AEON pursuant to any Financing Merger Transaction entered into prior to the Closing (less any transaction expenses incurred therewith by Priveterra or the Company including any expenses of any such third party person for which the Company, Priveterra, or the Surviving Corporation will be responsible), in the case of the foregoing clauses (a), (b) (c), (d) and (e) before giving effect to the payment of any Transaction Expenses, minus (f) all Unpaid Priveterra Expenses payable in cash, whether or not then payable, prior to or at the Closing.

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•

“Ancillary Documents” means the Sponsor Support Agreement, the AEON Stockholder Support Agreements, the AEON Noteholder Support Agreements, the A&R Registration Rights Agreement and each other agreement, document, instrument or certificate contemplated by the Business Combination Agreement executed or to be executed in connection with the transactions contemplated thereby.

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•

“Average Price Per Share” means the effective average price per share of the Class A Common Stock issued by Priveterra (or the Surviving Corporation, following the Closing) in connection with all of

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iv

 

the Qualifying Financing Transactions, determined at the Closing (in the case of any such shares of Class A Common Stock issued prior to or at the Closing) or in the case of any shares of Class A Common Stock issued after the Closing, at the time such shares are actually issued, subject to the following:

(i)

the Average Price Per Share shall be calculated without including the effect of any Qualifying Financing Transaction or Interim Financing Arrangement entered into by Priveterra or the Company with any Company Stockholder or holder of Company Warrants (or any Affiliate thereof);

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(ii)

in the case of any Qualifying Financing Transaction that is a loan, advance, convertible debenture or similar instrument (an “ELOC Advance”) issued in connection with an equity line of credit, standby equity line of credit or similar financing arrangement (an “ELOC”), the Average Price Per Share for such ELOC Advance shall be the average price per share of the Class A Common Stock issued by Priveterra following the Closing pursuant to the ELOC for the purposes of repaying the ELOC Advance (for example, if the Company draws $10 million from the ELOC pursuant to an ELOC Advance and issues $5 million of Class A Common Stock to repay the ELOC Advance at $7.00 per share and $5 million at $4.00 per share, the effective price of the ELOC Advance would be $5.50/share (e.g., ($7 * 50%) + ($4 *50%) = $5.50)); and

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(iii)

in the case of any Qualifying Financing Transaction that is a Financing Merger Transaction, the Average Price Per Share for such Financing Merger Transaction shall be calculated by dividing the amount of available cash proceeds delivered by the third party Person acquired by Priveterra or the Company in such Financing Merger Transaction, and subtracting the amount of any fees, expenses, assumed indebtedness (including long-term indebtedness), or current liabilities that are or will be payable by or assumed by Priveterra, the Company or the Surviving Corporation in connection with such Financing Merger Transaction, divided by the number of shares of Class A Common Stock issued at the closing of such Financing Merger Transaction.

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•

“BLA” means Biologics License Application within the meaning of the rules and regulations of the FDA.

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•

“Board” means Priveterra’s board of directors.

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•

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the merger between Merger Sub and AEON.

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•

“Business Combination Agreement” means the Business Combination Agreement, dated as of December 12, 2022 and amended as of April 27, 2023, and as further amended or modified from time to time, by and among Priveterra, Merger Sub and AEON.

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•

“Canaccord” means Cannaccord Genuity LLC, Priveterra's capital markets advisor inconnection with the potential business combination with AEON.

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•

“Class A Common Stock” means the Class A Common Stock of Priveterra, par value $0.0001.

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•

“Class B Common Stock” means the Class B Common Stock of Priveterra, par value $0.0001, which is convertible into shares of Class A Common Stock on a one-for-one basis.

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•

“Closing” means the closing of the Business Combination.

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•

“Closing Date” has the meaning given in the Business Combination Agreement.

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•

“Combined Company” means Priveterra subsequent to the Business Combination (also referred to herein as “New AEON”).

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v

 

•

“Committed Financing Agreement” means any of those certain Interim Financing Agreements entered into between Priveterra, AEON and those certain investors on January 6, 2023, to be executed simultaneously with the Closing of the Business Combination.

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•

“Committed Financing Investor” means any of those certain investors that entered into the Committed Financing Agreements with Priveterra and AEON.

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•

“Concurrent Private Placement” means the private placement of 5,213,333 warrants, at a price of $1.50 per warrant, to purchase shares of Class A Common Stock, which was consummated simultaneously with the Initial Public Offering. The warrants to purchase shares of Class A Common Stock included within the Concurrent Private Placement are referred to herein as “Private Placement Warrants.”

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•

“Continental” means Continental Stock Transfer & Trust Company.

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•

“Contingent Consideration” means the aggregate of 16,000,000 shares of New AEON common stock that certain AEON Stockholders may be eligible to receive based on the achievement of certain clinical milestones following the consummation of the Business Combination or, in some circumstances, upon a change of control of New AEON.

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•

“Current Bylaws” means Priveterra’s bylaws.

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•

“Current Charter” means Priveterra’s second amended and restated certificate of incorporation, as amended.

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•

“DGCL” means the Delaware General Corporation Law, as amended.

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•

“Dollars” or “$” means U.S. dollars.

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•

“D.F. King” means D.F. King & Co., Inc., our proxy solicitor.

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•

“Effective Time” means the effective time of the Business Combination.

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•

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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•

“Exchange Ratio” shall have the meaning given to such term in the Business Combination Agreement.

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•

“extension meeting” means the special meeting that was held on February 10, 2023 and at which Priveterra stockholders approved a proposal to amend the existing organizational documents to extend the date on which Priveterra is required to consummate a business combination.

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•

“extension proposal” means the proposals that were voted upon by Priveterra stockholders in connection with the extension meeting and the extension proxy statement, including any postponement or adjournment thereof.

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•

“extension proxy statement” means the proxy statement filed by Priveterra with the SEC in connection with the extension meeting, as amended or supplemented.

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•

“FDA” means the U.S. Food and Drug Administration.

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•

“Financing Merger Transaction” means, subject to the written consent of Priveterra and the Company (each in its sole discretion), any transaction or series of related transactions under which Priveterra or AEON , directly or indirectly, acquires or otherwise purchases (a) any third party Person, or (b) all or substantially all of the assets or businesses of a third party Person (in the case of each of clause (a) and (b), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), in each case which acquisition is for the primary purposes of acquiring assets of such third party person, all or substantially all of which constitute cash or cash equivalents.

​

•

“Founder Shares” mean the shares of Class B Common Stock initially purchased by the Sponsor and the shares of Class A Common Stock issuable upon conversion thereof.

​

•

“H.C. Wainwright” means H.C. Wainwright & Co., LLC, Priveterra's capital market advisor in connection with the potential business combination with AEON.

​

 

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•

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

​

•

“Incentive Plan” means the New AEON 2023 Incentive Award Plan, attached to this proxy statement/​propectus as Annex D.

​

•

“IND” means an investigational new drug application.

​

•

“Initial Public Offering” or “IPO” means the initial public offering of Priveterra, which closed on February 11, 2021.

​

•

“Interim Financing Arrangement” means any financing arrangement contemplated by Section 5.17 of the Business Combination Agreement and any other financing arrangement that AEON and Priveterra expressly designate as an “Interim Financing Arrangement” in an agreement in writing which makes reference to the Business Combination Agreement and has been duly authorized, executed and delivered by each of AEON and Priveterra.

​

•

“Interim Financing Agreement” means any of the definitive agreements entered into by Priveterra or AEON in connection with any Interim Financing Arrangement in connection with the Business Combination.

​

•

“Interim Financing Investor” means any of those certain investors that have entered or will enter into any Interim Financing Agreement with Priveterra and AEON.

​

•

“Interim Period” means the period from and after the date of the Business Combination Agreement until the earlier of the Closing or the termination of Business Combination Agreement in accordance with its terms.

​

•

“Merger Consideration” means with respect to each outstanding share of AEON common stock (on an as converted basis after taking into effect the conversion of the AEON preferred stock and the outstanding convertible notes of AEON and after giving effect to the issuance of AEON common stock, if any, in connection with the Subsidiary Merger) a number of shares of New AEON common stock equal to the Exchange Ratio (and with an aggregate value, prior to giving effect to the issuance of any AEON common stock in connection with any Interim Financing Arrangement, equal to $165,000,000 allocated to the AEON Stockholders (on an as converted basis after taking into effect the conversion of the AEON preferred stock and the outstanding convertible notes of AEON and after giving effect to the issuance of New AEON common stock, if any, in connection with the Subsidiary Merger) as set forth on the allocation schedule to the Business Combination Agreement.

​

•

“Merger Sub” means Priveterra Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Priveterra.

​

•

“Nasdaq” means the Nasdaq Stock Market LLC.

​

•

“New AEON” refers to the Combined Company following the consummation of the Business Combination.

​

•

“New AEON Board” means the board of directors of New AEON.

​

•

“New AEON common stock” means Class A Common Stock of New AEON following the Business Combination.

​

•

“NYSE” means NYSE American LLC.

​

•

“Private Placement Warrants” means the warrants issued to the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering.

​

•

“Priveterra” means Priveterra Acquisition Corp., a Delaware corporation.

​

•

“Priveterra Acquisition Proposal” means any transaction or series of related transactions under which Priveterra or any of its affiliates, directly or indirectly (i) acquires or otherwise purchases any

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other person(s), (ii) engages in a business combination with any other person(s), or (iii) acquires or otherwise purchases at least a majority of the voting securities of such person(s) or all or substantially all of the assets or businesses of any other persons(s) (in the case of each of clauses (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise). Notwithstanding the foregoing or anything to the contrary herein, none of the Business Combination Agreement, the Ancillary Documents or the transactions contemplated thereby shall constitute a Priveterra Acquisition Proposal.

•

“Priveterra Common Stock” means the Class A Common Stock and Class B Common Stock.

​

•

“Proposals” means each of the Proposals to be considered for approval at the Special Meeting, as set forth in the section entitled “Summary Term Sheet” below.

​

•

“Proposed Charter” means the third amended and restated certificate of incorporation of Priveterra, attached to this proxy statement/prospectus as Annex B.

​

•

“Proposed Bylaws” means the amended and restated bylaws of Priveterra, attached to this proxy statement/prospectus as Annex C.

​

•

“Public Shares” means the shares of Class A Common Stock issued in the Initial Public Offering.

​

•

“Public Stockholders” means holders of Class A Common Stock.

​

•

“Public Warrants” means Priveterra’s redeemable warrants sold as part of the Units in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in the open market), with each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50.

​

•

“Qualifying Financing Transaction” shall mean the Interim Financing Arrangements or equity line of credit, backstop commitment, non-redemption agreement, forward purchase agreement or other similar financing arrangements entered into prior to the Closing or following the Closing with a financing provider or source identified to AEON by Priveterra prior to Closing.

​

•

“Record Date” means April 11, 2023.

​

•

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

​

•

“SEC” means the U.S. Securities and Exchange Commission.

​

•

“Securities Act” means the Securities Act of 1933, as amended.

​

•

“Special Meeting” means the special meeting of stockholders of Priveterra, scheduled to be held on June 6, 2023, at 12:00 PM Eastern Time.

​

•

“Subsidiary Merger” means the merger of ABP Sub, Inc. with and into AEON at the Subsidiary Merger Effective Time.

​

•

“Subsidiary Merger Effective Time” means the effective time when a certificate of ownership and merger in connection with the Subsidiary Merger is accepted for filing by the Secretary of State of the State of Delaware or such later date or time as is agreed by Priveterra and AEON and specified in the Certificate of Merger of the Subsidiary Merger, and in any event prior to the Effective Time.

​

•

“Subsidiary Rollover Option” shall have the meaning given to such term in the Business Combination Agreement.

​

•

“Subsidiary RSU Award” shall have the meaning given to such term in the Business Combination Agreement.

​

•

“Subsidiary Rollover RSU Award” shall have the meaning given to such term in the Business Combination Agreement.

​

•

“Sponsor” means Priveterra Sponsor, LLC, a Delaware limited liability company.

​

•

“Trust Account” means the trust account maintained by Continental, acting as trustee, established for the benefit of holders of Public Shares in connection with the Initial Public Offering.

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viii

 

•

“Unit” means the Priveterra units sold in the IPO, each of which consists of one Class A Common Stock and one-third of one Warrant.

​

•

“Warrants” means Priveterra’s Public Warrants and the Private Placement Warrants.

​

•

“Warrant Agent” means Continental, as warrant agent.

​

•

“Warrant Agreement” means the Warrant Agreement, dated as of February 8, 2021, by and between Priveterra and the Warrant Agent.

​

 

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4)

On December 12, 2022, Priveterra, AEON and Merger Sub entered into the Business Combination Agreement. Under the terms of the Business Combination Agreement, the parties thereto will enter into the Business Combination pursuant to which Merger Sub will merge with and into AEON, with AEON surviving as a wholly-owned subsidiary of Priveterra.

​

5)

In accordance with and subject to the terms of the Business Combination Agreement, the consideration to be paid in connection with the Business Combination is $165,000,000, which will be paid as equity consideration to AEON Stockholders. AEON Stockholders may also be entitled to the Contingent Consideration. For more information regarding the consideration to be paid in connection with the Business Combination, please see the section entitled “Summary of the Proxy Statement/Prospectus.”

​

6)

In connection with the execution of the Business Combination Agreement, Priveterra and AEON have entered into Committed Financing Agreements with the Committed Financing Investors for a total amount of $20 million, the terms of which provide for the sale and issuance to the Committed Financing Investors of an issued security that will be exchanged or converted at the Closing into Class A Common Stock of Priveterra at a purchase price of $7.00 per share. The Committed Financing Agreements will be consummated substantially concurrently with the Closing, although the investors may agree to advance a portion of the Committed Financing. Additionally, AEON and Priveterra are expected to enter into additional Interim Financing Agreements prior to the Closing of the Business Combination. It is anticipated that upon Closing:

​

•

the Interim Financing Investors will own approximately 12.2% of the outstanding Priveterra Common Stock;

​

•

the AEON Stockholders will own approximately 70.1% of the outstanding Priveterra Common Stock (excluding holdings associated with the Interim Financing Investors);

​

•

the Sponsor will own approximately 9.2% of the outstanding Priveterra Common Stock; and

​

•

the Public Stockholders will own approximately 8.5% of the outstanding Priveterra Common Stock.

​

These levels of ownership interest exclude (i) 16,000,000 Contingent Consideration Shares as the Contingent Consideration conditions have not yet been met, (ii) 3,515,218 shares issuable in connection with outstanding AEON options, (iii) 3,839,892 shares available for issuance pursuant to the Incentive Plan, (iv) 488,146 shares available for issuance pursuant to the ESPP, (v) 77,586 shares (as calculated pursuant to the Exchange Ratio) held by Priveterra parties, and (vi) 1,041,565 unvested AEON RSU awards issued to AEON shareholders. If the actual facts are different from these assumptions, then the levels of ownership interest set forth above will be different. For more information, please see the section entitled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.”

7)

In evaluating the Business Combination, our Board considered various factors in determining whether to approve the Business Combination Agreement. For more information about our decision-making process, as well as other factors, uncertainties and risks considered, see the section entitled “Proposal 1: The Business Combination Proposal — The Board’s Reasons for Approval of the Business Combination.”

​

8)

Pursuant to the Current Charter, holders of Public Shares may request that we redeem all or a portion of their Public Shares for cash if the Business Combination is consummated. Holders of Public Shares may elect to redeem their Public Shares even if they vote “FOR” the proposal to approve the Business Combination, or any other Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder or their broker, bank or other nominee. If the Business Combination is consummated, and if a holder of Public Shares properly exercises their right to redeem all or a portion of the Public Shares that they hold, including by timely delivering their shares to Continental, we will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest

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but less franchise and income taxes payable. For illustrative purposes, based on funds in the Trust Account of approximately $21,099,474.72 on the Record Date, the estimated per share redemption price would have been approximately $10.54. If a holder of Public Shares properly exercises their redemption rights in full, then they will be electing to exchange all of their Public Shares for cash and will not own any shares of the Combined Company. Please see the section entitled “Summary of the Proxy Statement/Prospectus — Redemption Rights of Priveterra Stockholders” for further information regarding the redemption rights of holders of Public Shares.

​

9)

In addition to voting on the proposal to approve and adopt the Business Combination Agreement and approve the Business Combination (together, the “Business Combination Proposal”) at the Special Meeting, our stockholders will be asked to vote to approve the following Proposals:

​

a)

assuming the Business Combination Proposal is approved and adopted, the Proposed Charter, which will amend and restate the Current Charter, and amended bylaws for the Combined Company, which will be in effect upon the Closing (the “Charter Amendment Proposal”);

​

b)

on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the “Advisory Charter Amendment Proposals”):

​

•

Advisory Charter Proposal A — to change the corporate name of the Combined Company to “AEON Biopharma, Inc.” at and from the time of the Business Combination;

​

•

Advisory Charter Proposal B — to increase the authorized shares of common stock of the Combined Company to 500,000,000 shares;

​

•

Advisory Charter Proposal C — to increase the authorized shares of preferred stock that the Combined Company’s board of directors could issue to 1,000,000 shares;

​

•

Advisory Charter Proposal D — to provide that directors be elected to serve as Class I, Class II and Class III directors to serve staggered terms on the New AEON Board until their respective successors are duly elected and qualified, or until their earlier resignation, death, disqualification or removal and to provide that the removal of any director be only for cause (and by the affirmative vote of at least 662∕3% of the voting power of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in the election of directors);

​

•

Advisory Charter Proposal E — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 662∕3% of the voting power of all of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendment, voting together as a single class;

​

•

Advisory Charter Proposal F — to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; and

​

•

Advisory Charter Proposal G — to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting;

​

c)

assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (a) the issuance of up to 39,913,926 shares of New AEON common stock in connection with the Business Combination and (b) the issuance of an aggregate of 2,857,143 shares of New AEON common stock under the Committed Financing Agreements in connection with the Business Combination (the “Stock Issuance Proposal”);

​

d)

assuming the Business Combination Proposal is approved and adopted, the appointment of five directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the “Director Election Proposal”);

​

e)

assuming the Business Combination Proposal is approved and adopted, the adoption of the

​

 

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Incentive Plan, which will become effective as of and contingent on the consummation of the Business Combination (the “Incentive Plan Proposal”);

f)

assuming the Business Combination Proposal is approved and adopted, the adoption of the AEON Employee Stock Purchase Plan, which will become effective as of and contingent on the consummation of the Business Combination (the “ESPP Proposal”);

​

g)

the adjournment of the Special Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the Board or the officer presiding over the Special Meeting, for Priveterra to consummate the Business Combination (the “Adjournment Proposal”).

​

Each of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal (together, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. The Adjournment Proposal and the Advisory Charter Amendment Proposals are not cross-conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

For further information, please see the section entitled “Summary of the Proxy Statement/​Prospectus — Additional Matters Being Voted On By Priveterra Stockholders.” The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the Closing. Each of these Proposals is more fully described in this proxy statement/prospectus, which each Priveterra stockholder is encouraged to read carefully and in its entirety.

•

Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the Closing is subject to a number of conditions set forth in the Business Combination Agreement, including, among others: (i) there being at least $40,000,000 in Available Closing Cash; (ii) the registration statement of which this proxy statement/prospectus forms a part becoming effective in accordance with the Securities Act; (iii) customary bringdown conditions; and (iv) no material adverse effect of either Priveterra or AEON having occurred. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement and neither party currently intends to waive the Available Closing Cash condition in the preceding clause (i). For more information about the closing conditions to the Business Combination, please see the section entitled “Proposal 1: The Business Combination Proposal.”

​

•

The proposed Business Combination, including our business following the Business Combination, involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

​

•

When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal and the other Proposals included herein, you should keep in mind that the Sponsor and our directors and officers have interests in such Proposals that are different from, or in addition to, those of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination Agreement and the other transaction agreements and in recommending to our stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. Priveterra stockholders should take these interests into account in deciding whether to approve the Proposals presented at the Special Meeting, including the Business Combination Proposal. For further information, please see the section entitled “Summary of the Proxy Statement/Prospectus — Interests of the Sponsor and Priveterra’s Directors and Officers in the Business Combination.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/​prospectus and only briefly address some commonly asked questions about the Special Meeting and the Proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Priveterra stockholders. Priveterra stockholders are urged to read this entire proxy statement/​prospectus, including the Annexes and the other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:

What is the Business Combination?

​

A:

Priveterra and AEON have entered into the Business Combination Agreement, pursuant to which Merger Sub will merge with and into AEON, with AEON surviving the Business Combination as a wholly owned subsidiary of Priveterra.

​

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

Priveterra and AEON have agreed to a Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and the amendment thereto as Annex G, and Priveterra encourages its stockholders to read it in its entirety. Priveterra’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for the Business Combination whereby Merger Sub will merge with and into AEON, with AEON surviving the Business Combination as a wholly owned subsidiary of Priveterra. See the section entitled “Proposal 1: The Business Combination Proposal.”

​

This document is a proxy statement because the Board is soliciting proxies using this proxy statement/​prospectus from Priveterra stockholders. It is a prospectus because Priveterra, in connection with the Business Combination, is offering shares of Class A Common Stock in exchange for the outstanding shares of AEON common stock and AEON preferred stock. See the section entitled “Proposal 1: The Business Combination Proposal.”

Q:

What will AEON stockholders and holders of AEON options receive in the Business Combination?

​

A:

If the Business Combination is completed:

​

•

each outstanding share of AEON common stock (on an as converted basis after taking into effect the conversion of the outstanding warrants of AEON exercisable for shares of AEON preferred stock, the conversion of the shares of AEON preferred stock into AEON common stock in accordance with the AEON Governing Documents as of the Effective Time and the conversion of the outstanding AEON Convertible Notes into AEON common stock in accordance with the terms of such convertible notes and after giving effect to the issuance of AEON common stock, if any, in connection with the Subsidiary Merger) will be cancelled and converted into the right to receive a number of shares of New AEON common stock equal to the Merger Consideration (rounded down to the nearest whole share);

​

•

each outstanding AEON option (including each Subsidiary Rollover Option) will be converted into an option to purchase a number of shares of New AEON common stock, and at an exercise price per share, as set forth in the AEON disclosure schedules (in aggregate, approximately 1,169,366 shares underlying outstanding AEON options, which would represent approximately 13% or 14% of the issued and outstanding shares of New AEON common stock immediately following the Closing of the Business Combination, assuming no redemptions occur and maximum redemptions occur respectively). Please see the section of the accompanying proxy statement/prospectus entitled “Selected Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information regarding what constitutes a “maximum redemption” scenario; and

​

•

each outstanding AEON RSU award (including each Subsidiary Rollover RSU Award) will be converted into a RSU award representing the right to receive a number of shares of New AEON

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common stock as set forth in the AEON disclosure schedules (in aggregate, approximately 1,169,366 shares underlying outstanding AEON RSU awards, which would represent approximately 4.7% or 5.2% of the issued and outstanding shares of New AEON common stock immediately following the Closing of the Business Combination, assuming no redemptions occur and maximum redemptions occur respectively). Please see the section of the accompanying proxy statement/​prospectus entitled “Selected Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information regarding what constitutes a “maximum redemption” scenario.

The consideration described in the foregoing bullets is referred to collectively as the “Merger Consideration.” Based on the number of shares of AEON common stock and AEON preferred stock outstanding, the number of shares of AEON common stock underlying outstanding AEON Warrants and AEON Convertible Notes and the number of shares of AEON common stock underlying outstanding AEON options and AEON RSU awards, in each case as of the Record Date, the total number of shares of New AEON common stock expected to be issued as Merger Consideration is 19,279,557 shares. Following the Closing, certain AEON Stockholders may also be eligible to receive Contingent Consideration of up to an aggregate of 16,000,000 shares of New AEON common stock subject to the achievement of certain clinical milestones. For further information, please see the section titled “Proposal 1: The Business Combination Proposal — Structure of the Business Combination.”

Q:

What will be the ownership interest of the post-Business Combination company after the Closing?

​

A:

Ownership of the Post-Business Combination Company After the Closing

​

It is anticipated that upon completion of the Business Combination and assuming no additional redemptions by the Public Stockholders, the Public Stockholders will retain an ownership interest of approximately 8.5% in the Combined Company, the Sponsor and related parties will retain an ownership interest of approximately 9.2% of the Combined Company, and the AEON Stockholders will own approximately 82.3% (excluding 16,000,000 Contingent Consideration Shares issuable to AEON stockholders if certain conditions are met) of the Combined Company.

The following tables illustrate estimated ownership levels in the Combined Company, immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the Public Stockholders, excluding potential sources of dilution, and the following additional assumptions:

(1)

Assumes that no additional Public Shares are redeemed. The Business Combination Agreement includes a condition to the Closing, Available Closing Cash being at least equal to $40 million. This scenario would require that AEON waive the Available Closing Cash condition, which may not be granted. Therefore, this scenario is included in this proxy statement/prospectus for illustrative purposes only, as the parties have entered into Committed Financing Agreements and expect to enter into additional Interim Financing Agreements and other financings as needed to meet the Available Closing

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Cash condition prior to Closing. With the exception of the Interim Financing Agreements described in this proxy statement/prospectus, the nature and degree of certainty of the financing arrangements into which the Company expects to enter cannot be predicted as of the date of this proxy statement/​prospectus.

(2)

Assumes that 2,002,272 Public Shares are redeemed for aggregate redemption payments of approximately $20,994,440 assuming a $10.49 per share redemption price and based on funds in the Trust Account as of March 1, 2023. This maximum redemption scenario assumes full redemption from Public Stockholders. Such a scenario would require that AEON waive the $40 million minimum cash condition. Priveterra cannot guarantee that AEON will grant such a waiver. Therefore, this scenario is included in this proxy statement/prospectus for illustrative purposes only, as the parties have entered into Committed Financing Agreements and expect to enter into additional Interim Financing Agreements and other financings as needed to meet the Closing Cash condition prior to Closing.

​

(3)

Excludes (i) 16,000,000 Contingent Consideration Shares as the Contingent Consideration conditions have not yet been met, (ii) 3,515,218 shares issuable in connection with outstanding AEON options, (iii) 3,839,892 shares available for issuance pursuant to the Incentive Plan, (iv) 488,146 shares available for issuance pursuant to the ESPP (assuming no redemptions), (v) 77,586 shares (as calculated pursuant to the Exchange Ratio) held by Priveterra parties, and (vi) 1,041,565 unvested AEON RSU awards issued to AEON shareholders.

​

(4)

Includes 2,857,143 shares issuable on the Closing in connection with Committed Financing Agreements. If disaggregated, Interim Financing Investors would hold approximately 12.2% and 13.3% under the “No Additional Redemptions” and “Maximum Redemptions”, respectively.

​

(5)

Includes 127,801 AEON RSU awards issued to AEON shareholders subject to accelerated vesting as of the Closing.

​

(6)

Excludes 9,200,000 Public Warrants. Non-redeeming Public Stockholders could suffer additional dilution in their ownership and voting interest of the combined company upon exercise of the Public Warrants held by redeeming Public Stockholders who continue to hold these warrants, which could have an aggregate value of $469,200, based on the closing trading price per Public Warrant as of February 28, 2023.

​

(7)

Reflects the redemption of 25,597,782 shares of Priveterra Class A Common Stock in connection with the Special Meeting on February 10, 2023.

​

(8)

Excludes 3,450,000 Contingent Founder Shares (as defined in the Sponsor Support Agreement). The Contingent Founder Shares shall vest, if at all, upon the date upon which all Qualifying Financing Transactions have terminated or expired (which date could be the Closing Date), if the Average Price Per Share of the Qualifying Financing Transactions is greater than $5.00 per share, as follows: (i) 1,380,000 shall vest immediately, and (ii) the remaining Contingent Founder Shares shall vest upon achievement of the clinical milestones described further in the Sponsor Support Agreement. If the Average Price Per Share of the Qualifying Financing Transactions is less than $5.00 per share as of such date, then all of the Contingent Founder Shares shall be forfeited for no consideration.

​

(9)

Includes 77,586 AEON Company Shares (as calculated pursuant to the Exchange Ratio) held by officers and directors of Priveterra. Excludes 5,280,000 Private Placement Warrants. If all potential sources of dilution were exercised and converted into Class A Common Stock the Sponsor would hold approximately 19.4% and 20.0% under the “No Additional Redemptions” and “Maximum Redemptions” scenarios, respectively. See “Risk Factors — Risks Related to Priveterra, the Business Combination, and Redemptions — The Public Stockholders will experience dilution as a consequence of the issuance of New AEON common stock as consideration in the Business Combination.” for additional information related to the risk of dilution to the Public Stockholders.

​

(10)

Includes 3,450,000 Contingent Founder Shares and 16,000,000 Contingent Consideration Shares.

​

Q:

How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any Public Warrant holders post business combination?

​

A:

The Public Warrants are identical to the Private Placement Warrants, except that, so long as the Private Placement Warrants are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by Priveterra except under certain circumstances as described below; (2) they (including the Class A

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Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A Common Stock issuable upon exercise of these warrants) are entitled to registration rights.

Pursuant to a warrant assumption agreement that the parties expect to enter into, the Warrant Agreement, dated February 8, 2021, between Priveterra and Continental, will be amended and restated to provide for the assignment by Priveterra of all its rights, title and interest in the outstanding warrants of Priveterra to, and the assumption of such warrants by, AEON. Pursuant to the warrant assumption agreement that the parties expect to enter into, all Priveterra warrants under the Warrant Agreement will no longer be exercisable for Priveterra Class A Common Stock, but instead will be exercisable for New AEON common stock.

Following the Closing, AEON may redeem the Public Warrants prior to their exercise at a time that is disadvantageous to you. More specifically:

•

AEON will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per AEON Public Warrant, provided that the closing price of the New AEON common stock equals or exceeds $18 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders (which we refer to as the “Reference Value”), provided that certain other conditions are met.

​

•

AEON will also have the ability to redeem the Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $.01 per warrant, provided the Reference Value of the New AEON common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), provided that during the 30-day period following notice of the redemption, holders of the public warrants will be entitled to exercise such warrants on a “cashless basis” and to receive a number of New AEON common stock determined by reference to a make-whole table. If the Reference Value of the New AEON common stock is less than $18.00 per share, subject to certain adjustments, the AEON Private Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The value received upon exercise of the Public Warrants (1) may be less than the value the holders would have received if they had exercised their Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Public Warrants, including because the number of shares received is capped at 0.361 New AEON common stock per whole warrant (subject to adjustment) irrespective of the remaining life of the Public Warrants.

​

Redemption of the outstanding Public Warrants could force holders (i) to exercise the public warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the public warrants at the then-current market price when the holder might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of the public warrants.

In the event that AEON elects to redeem all of the redeemable warrants as described above, it will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by AEON not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via AEON’s posting of the redemption notice to DTC.

Q:

When do you expect the Business Combination to be completed?

​

​

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for June 6, 2023; however, the Special Meeting could be adjourned, as

​

 

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described herein. Priveterra cannot assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of Priveterra and AEON could result in the Business Combination being completed at a different time or not at all. Priveterra must first obtain the approval of its stockholders for certain of the Proposals set forth in this proxy statement/​prospectus.

​

Q:

Is the Business Combination subject to conditions, and what happens in the event such conditions, including the minimum cash condition, are not satisfied?

​

​

A:

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by Priveterra stockholders is not obtained or that there is not at least $40,000,000 in cash available at Closing (See “Risk Factors — Risks Related to Priveterra, the Business Combination and Redemptions — The consummation of the BusinessCombination is conditioned on, among other things, there being at least $40,000,000 in cash available at Closing” for additional information related to the minimum cash condition), in each case subject to certain terms specified in the Business Combination Agreement (as described in the section entitled “Proposal 1: The Business Combination Proposal — Conditions to the Closing”).

​

After giving effect to redemptions by Public Stockholders in connection with the extension meeting on February 10, 2023, additional third-party funding will be needed to be able to satisfy the $40 million minimum cash condition even in the event that no additional Public Stockholders exercise their redemption rights. The parties have entered into Committed Financing Agreements as of the date hereof as described in this Registration Statement and expect to enter into additional Interim Financing Agreements and other financings as needed to meet the Available Closing Cash condition prior to Closing. However, with the exception of the Interim Financing Agreements described in this proxy statement/prospectus, the nature and degree of certainty of the financing arrangements into which the Company expects to enter cannot be predicted as of the date of this proxy statement/prospectus.

In the event the conditions to Closing are not satisfied, including the minimum cash condition, pursuant to the Business Combination Agreement, the parties may (a) extend the time for the performance of any of the obligations or other acts required of the parties as set forth in the Business Combination Agreement or (b) waive compliance with any of the agreements or conditions set for the in the Business Combination Agreement. However, Priveterra cannot guaranteethat AEON will grant any extension or waiver.

If AEON waives the $40 million minimum cash condition, including as a result of determining to proceed with the Business Combination without Interim Financing Agreements or other financings in place, New AEON will not have the same liquidity at closing it would have had if the condition was satisfied and, as a result, New AEON’s ability to operate its business and execute its plans post-Closing of the Business Combination, including the ability to conduct operations through its potential announcement of Phase 2 episodic migraine topline data, through September 30, 2023 and beyond will be adversely affected and New AEON may be forced to cease certain operations, such as the migraine open label extension study, in order to continue operating through the topline data release on episodic migraine. See “Risk Factors — Risks Related to New AEON and the New AEON Common Stock Following the Business Combination — Future sales and issuances of New AEON common stock or rights to purchase New AEON common stock could result in additional dilution of the percentage ownership of New AEON stockholders and could cause the New AEON common stock price to fall” and “AEON Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.”

Q:

What happens if the Business Combination is not consummated?

​

A:

If Priveterra does not complete the Business Combination with AEON, for whatever reason, Priveterra will search for another target business with which to complete an initial business combination. If Priveterra does not complete the Business Combination with AEON or another business combination by August 11, 2023 ( as approved by the stockholders at the extension meeting held on February 10, 2023 and as may be further amended), Priveterra must redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

​

 

xviii

 

interest earned on the funds held in the Trust Account and not previously released to Priveterra to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares. The Sponsor has waived any rights it may have with respect to any monies held in the Trust Account or any other asset of Priveterra as a result of any liquidation of Priveterra with respect to the Founder Shares and Private Placement Warrants and, accordingly, in the event a business combination is not effected by Priveterra in the required time period, the Founder Shares and Private Placement Warrants held by the Sponsor would be worthless.

Q:

Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

No, the Board did not obtain a third-party valuation or fairness opinion. Consequently, you have no assurance from an independent source that the price proposed to be paid for AEON is fair from a financial point of view.

​

Q:

Will any New AEON securities have registration rights following the consummation of the Business Combination?

​

A:

Yes. New AEON and Priveterra, along with certain other signatories, have agreed to a form of amended and restated registration rights agreement in connection with the Business Combination, and such amended and restated registration rights agreements will be entered into in connection with the Closing. For further information, please see the section of this proxy statement/prospectus entitled “Proposal 1: The Business Combination Proposal — Related Agreements — Registration Rights Agreement.”

​

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:

How do I attend a virtual meeting?

​

A:

As a registered stockholder, along with this proxy statement/prospectus, you received a proxy card from Continental Stock Transfer & Trust Company (“Continental”), Priveterra’s transfer agent, which contains instructions on how to attend the virtual Special Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or by email at proxy@continentalstock.com.

​

Beneficial owners who own their Class A Common Stock through a bank, broker or other nominee will need to contact Continental to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your broker, bank or other nominee or, if you would like to join and not vote, Continental can issue you a guest control number with proof of ownership. Either way, you must contact Continental at the number or email address above for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the meeting for processing your control number.

Q:

Are there any other matters being presented to Priveterra stockholders at the Special Meeting?

​

A:

In addition to voting on the Business Combination Proposal, assuming it is approved and adopted, the stockholders of Priveterra will vote on each of the other Proposals described in the section above entitled “Summary Term Sheet.”

​

Priveterra will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/​prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.

Consummation of the Business Combination is conditioned on approval of the Business Combination Proposal, the Charter Amendment Proposal, the Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal (and each such Proposal is cross-conditioned on the approval of such other Proposals). If any of these Proposals is not approved, the other Proposals will not be presented to stockholders for a vote.

The vote of stockholders is important. Priveterra stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:

What will happen to Priveterra’s securities upon consummation of the Business Combination?

​

 

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A:

Priveterra’s Units, Class A Common Stock originally sold as part of the Units, and Warrants originally sold as part of the Units are currently listed on Nasdaq under the symbols “PMGMU,” “PMGM” and “PMGMW,” respectively. Upon the Closing, New AEON will have one class of common stock, the New AEON common stock, which Priveterra intends to apply to list on NYSE under the symbol “AEON.” While trading on NYSE is expected to begin on the first business day following the Closing, there can be no assurance that New AEON’s securities will be listed on NYSE or another national securities exchange or that a viable and active trading market will develop. Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the Trust Account need not submit Public Shares, and such shares of stock (which will be New AEON common stock upon the Closing) will remain outstanding. Each outstanding share of Class B Common Stock, by its terms, will automatically convert into one share of Class A Common Stock, which becomes New AEON common stock upon the Closing.

​

Q:

Why is Priveterra proposing the Business Combination?

​

A:

Priveterra was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

​

On February 11, 2021, Priveterra completed its Initial Public Offering of shares of Class A Common Stock, at a price of $10.00 per share, raising total gross proceeds of $276 million. Since its Initial Public Offering, Priveterra’s activity has been limited to the evaluation of business combination candidates.

AEON Biopharma, Inc. is a clinical stage biopharmaceutical company focused on developing the proprietary botulinum toxin complex, ABP-450 (prabotulinumtoxinA) injection, or ABP-450, for debilitating medical conditions, with an initial focus on the neurology and gastroenterology markets. AEON plans to develop ABP-450 to address the estimated $3.0 billion global therapeutic botulinum toxin market, which is projected to grow to $4.4 billion in 2027. ABP-450 is the same botulinum toxin complex that is currently approved and marketed for cosmetic indications by Evolus under the name Jeuveau. ABP-450 is manufactured by Daewoong Pharmaceutical Co. Ltd., or Daewoong, in compliance with current Good Manufacturing Practice, or cGMP, in a facility that has been approved by the FDA, Health Canada and EMA. AEON has exclusive development and distribution rights for therapeutic indications of ABP-450 in the United States, Canada, the European Union, the United Kingdom, and certain other international territories. AEON has built a highly experienced management team with specific experience in biopharmaceutical and botulinum toxin development and commercialization.

AEON anticipates that its ongoing Phase 2 clinical study in migraine will require approximately $18 million to complete, with approximately $12 million of that being paid between the date of this proxy statement/prospectus and September 30, 2023. The migraine open-label extension study is estimated to cost $25 million to complete, with approximately $8 million of that being paid during that same time period. AEON believes that the proposed Business Combination, assuming satisfaction of the $40 million minimum cash condition, will provide New AEON with sufficient cash to fund its operating plan through September 30, 2023 and its announcement of Phase 2 episodic migraine topline data. AEON anticipates raising additional funding in the second half of 2023 following the topline data release; however, there can be no assurance that additional funding will be available at that time on reasonable terms or at all. Moreover, $40 million minimum cash condition is not met, additional third-party funding will be needed to be able to satisfy the $40 million minimum cash condition even in the event that no additional Public Stockholders exercise their redemption rights. The parties have entered into Committed Financing Agreements as of the date hereof as described in this Registration Statement and expect to enter into additional Interim Financing Agreements and other financings as needed to meet the Available Closing Cash condition prior to Closing. However, with the exception of the Interim Financing Agreements described in this proxy statement/prospectus, the nature and degree of certainty of the financing arrangements into which the Company expects to enter cannot be predicted as of the date of this proxy statement/prospectus. While we expect that the terms of any such financing arrangements will be disclosed prior to the time any Public Stockholders are asked to make voting and redemption decisions, it is possible that the terms of such financing arrangements may not be finalized as of the time that the Public Stockholders are asked to make voting and redemption decisions,

 

xx

 

and the terms of such financing arrangements may dilute the equity interests of our Public Stockholders in connection with the Business Combination, and that dilution may be significant and may result in a decrease to New AEON’s stock price. If AEON waives the $40 million minimum cash condition, including as a result of determining to proceed with the Business Combination without Interim Financing Agreements or other financings in place, New AEON will not have the same liquidity at closing it would have had if the condition was satisfied and, as a result, New AEON’s ability to operate its business and execute its plans post-Closing of the Business Combination, including the ability to conduct operations through its potential announcement of Phase 2 episodic migraine topline data, through September 30, 2023 and beyond will be adversely affected and New AEON may be forced to cease certain operations, such as the migraine open label extension study, in order to continue operating through the topline data release on episodic migraine.

Based on its due diligence investigations of AEON and the industry in which AEON operates, including the financial and other information provided by AEON in the course of the negotiations in connection with the Business Combination Agreement, Priveterra believes that AEON has an appealing market opportunity and growth profile and a compelling valuation. As a result, Priveterra believes that the Business Combination with AEON will provide Priveterra stockholders with an opportunity to participate in the ownership of a company with significant value. See the section entitled “Proposal 1: The Business Combination Proposal — The Board’s Reasons for Approval of the Business Combination.”

Q:

Do I have redemption rights?

​

A:

If you are a Priveterra stockholder holding Public Shares, you have the right to demand that Priveterra redeem your Public Shares for a pro rata portion of the cash held in the Trust Account. We sometimes refer to these rights to demand redemption of the Public Shares as “redemption rights.”

​

Notwithstanding the foregoing, a Priveterra stockholder, together with any affiliate or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from exercising redemption rights with respect to 15% or more of the Public Shares without the prior consent of Priveterra.

Q:

How do I exercise my redemption rights?

​

A:

A Public Stockholder may exercise redemption rights regardless of whether they vote on the Business Combination Proposal or if they are a stockholder on the Record Date. If you are a Public Stockholder and wish to exercise your redemption rights, you must (i) if you hold your Public Shares though Units, elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares, and (ii) prior to 9:30 a.m., local time, on June 2, 2023 (two business days before the Special Meeting), tender your shares electronically and submit a request in writing that we redeem your Public Shares for cash to Continental, our transfer agent, at the following address: Continental Stock Transfer & Company, 1 State Street, 30th Floor, New York, New York 10004. Rather than delivering your Public Shares directly to Continental, you may also deliver your Public Shares either physically or electronically through the Depositary Trust Company, or DTC, to Continental at least two business days before the Special Meeting. Any Public Stockholder seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $21,099,474.72, or $10.54 per share, as of the Record Date), less any owed but unpaid franchise and income taxes. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid franchise or income taxes on the funds in the Trust Account. There will be no redemption rights with respect to the Warrants. Holders of outstanding units of Priveterra must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by email to proxy@continentalstock.com. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using the Depository Trust & Clearing Corporation (“DTCC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public

​

 

xxi

 

Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any request for redemption, once made by a Public Stockholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your Public Shares for redemption directly to Continental, or deliver your Public Shares either physically or electronically through DTC to Continental, and later decide prior to the Special Meeting not to elect redemption, you may request that Continental return the shares (physically or electronically). You may make such request by contacting Continental at the phone number or address set forth in this proxy statement/prospectus.

Any written demand of redemption rights must be received by June 2, 2023, at least two business days prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental.

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

​

A:

No. Priveterra stockholders do not have appraisal rights in connection with the proposed Business Combination under Delaware law.

​

Q:

What happens if a substantial number of stockholders vote in favor of the Business Combination Proposal and exercise redemption rights?

​

A:

Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights and are not required to vote in any way to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shares are substantially reduced as a result of redemptions by Public Stockholders. Also, with fewer Public Shares and Public Stockholders, the trading markets for New AEON common stock following the Closing may be less liquid than the market for Class A Common Stock was prior to the Business Combination and New AEON may not be able to meet the listing standards of a national securities exchange, including NYSE. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New AEON’s business will be reduced and New AEON may not be able to achieve its business plans.

​

Q:

How do the Sponsor and the officers and directors of Priveterra intend to vote on the Proposals?

​

A:

The Sponsor, as well as Priveterra’s officers and directors, beneficially own and are entitled to vote an aggregate of approximately 77.51% of the outstanding Priveterra Common Stock as of the Record Date. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also agreed to vote their shares in favor of all other Proposals being presented at the Special Meeting.

​

At any time at or prior to the proposed transaction, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, the Priveterra Stockholders or our or their respective directors, officers, advisors or respective affiliates may (a) purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, Public Shares, (b) execute agreements to purchase such shares from such investors in the future, or (c) enter into transactions with such investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Condition Precedent Proposals or not redeem their Public Shares. In the event that the Sponsor, or our or its directors, officers, advisors or affiliates purchase shares or warrants in privately negotiated transactions from public shareholders, such shares and warrants that are purchased by the Sponsor, or its directors, officers, advisors or affiliates would not be voted in favor of the Business Combination Proposal. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Priveterra Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsor, the Priveterra Stockholders or our or their respective directors, officers, advisors, or respective

 

xxii

 

affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (a) satisfaction of the requirement that holders of a majority of the Priveterra Common Stock, represented in person or by proxy and entitled to vote at the Special Meeting, vote in favor of the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Stock Issuance Proposal, the Director Election Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Adjournment Proposal, (b) otherwise limiting the number of Public Shares electing to redeem and (c) Priveterra’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001. See “Risk Factors — Certain insiders may elect to purchase shares or warrants prior to the consummation of the Business Combination, which may influence the vote on the Business Combination.” for additional information related to the risk of voting repurchased shares.

Q:

What do I need to do now?

​

A:

Priveterra urges you to carefully read and consider the information contained in this proxy statement/​prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder of Priveterra. Priveterra stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

​

Q:

How do I vote?

​

A:

If you are a holder of record of Priveterra Common Stock on the Record Date, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a legal proxy from your broker, bank or nominee.

​

If you do not give instructions to your brokerage firm, the brokerage firm will not be allowed to vote your shares with respect to the Proposals. The Proposals are “non-discretionary” items. Your broker may not vote for non-discretionary items, and those votes will be counted as broker “non-votes.”

After obtaining a valid legal proxy from your broker, bank or nominee, to register to attend the Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental at proxy@continentalstock.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Special Meeting. Beneficial owners who wish to attend the Special Meeting online should contact Continental no later than May 30, 2023 to obtain this information. Written requests can be emailed to proxy@continentalstock.com.

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

​

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. Priveterra stockholders may send a later-dated, signed proxy card to the Company at 300 SE 2nd Street, Suite 600, Fort Lauderdale, FL 33301, Attn: Robert Palmisano, Chief Executive Officer at the address set forth above so that it is received prior to the vote at the Special Meeting or attend the Special Meeting virtually and vote. Priveterra stockholders also may revoke their proxy by sending a notice of revocation to the Company at 300 SE 2nd Street, Suite 600, Fort Lauderdale, FL 33301, Attn: Robert Palmisano, Chief Executive Officer, which must be received prior to the vote at the Special Meeting.

​

 

xxiii

 

Q:

What happens if I fail to take any action with respect to the Special Meeting?

​

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a holder of Class A Common Stock. As a corollary, failure to deliver (either physically or electronically) your stock certificate(s) to Priveterra’s transfer agent, Continental, no later than two business days prior to the Special Meeting, means you will not have any right in connection with the Business Combination to exchange your Public Shares for a pro rata share of the funds held in the Trust Account. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of Priveterra.

​

Q:

What should I do with my share certificate(s)?

​

A:

Those Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the funds held in the Trust Account need not submit their certificate(s). Public Stockholders who exercise their redemption rights must deliver their share certificate(s) to Continental (either physically or electronically) or through DTC to Continental at least two business days before the Special Meeting, as described above.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Priveterra stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Priveterra shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record and your Priveterra shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Priveterra shares.

​

Q:

Who can help answer my questions?

​

A:

If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

​

Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 600
Fort Lauderdale, Florida 33301
Attn: Oleg Grodnensky

You may also contact our proxy solicitor at:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders may call toll free: (866) 796-7186
Banks and Brokers may call: (212) 269-5550
Email: PMGM@dfking.com

You may also obtain additional information about Priveterra from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a Priveterra stockholder and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to Continental (or through DTC) at the address listed below at least two business days prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact: proxy@continentalstock.com

 

xxiv

 

Q:

Who will solicit and pay the cost of soliciting proxies?

​

A:

Priveterra will pay the cost of soliciting proxies for the Special Meeting. Priveterra has engaged D.F. King to assist in the solicitation of proxies for the Special Meeting. Priveterra has agreed to pay a fee of $25,000, plus disbursements. Priveterra will reimburse D.F. King for reasonable out-of-pocket losses, damages and expenses. Priveterra will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

 

xxv

 

1

 

2

 

​

3

 

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination (i) assuming that no additional shares of Class A Common Stock are redeemed in connection with the Business Combination and (ii) assuming maximum redemptions. For an illustration of the number of shares and percentage interests outstanding under each scenario see the section entitled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.”

No Additional Redemptions

​

Sources of Funds (in millions)

​

​

​

​

​

​

​

​

Uses (in millions)

​

​

​

​

​

​

​

​

Cash held in Trust Account(1)

​

​

​

$

20.6

​

​

​

Common stock of Combined Company issued to AEON Stockholders(3)

​

​

​

$

165.0

​

​

​

Committed Financing(2)

​

​

​

​

20.0

​

​

​

Transaction and other costs(4)

​

​

​

​

14.0

​

​

​

Common stock of Combined Company issued to AEON Stockholders(3)

​

​

​

​

165.0

​

​

​

Cash to Combined Company balance sheet

​

​

​

​

26.6

​

​

​

Total Sources

​

​

​

$

205.6

​

​

​

Total Uses

​

​

​

$

205.6

​

​

​

​

4

 

Maximum Redemptions

​

Sources of Funds (in millions)

​

​

​

​

​

​

​

​

Uses (in millions)

​

​

​

​

​

​

​

​

Cash held in Trust Account(1)

​

​

​

$

—

​

​

​

Common stock of Combined Company issued to AEON Stockholders(3)

​

​

​

$

165.0

​

​

​

Committed Financing(2)

​

​

​

​

20.0

​

​

​

Transaction and other costs(4)

​

​

​

​

14.0

​

​

​

Common stock of Combined Company issued to AEON Stockholders(3)

​

​

​

​

165.0

​

​

​

Cash to Combined Company balance sheet

​

​

​

​

6.0

​

​

​

Total Sources

​

​

​

$

185.0

​

​

​

Total Uses

​

​

​

$

185.0

​

​

​

5

 

​

​

​

No Additional Redemptions(1)

​

​

%

​

​

Maximum Redemptions(2)

​

​

%

​

AEON Stockholders(3)(4)(5)

​

​

​

​

19,279,557

​

​

​

​

​

82.3%

​

​

​

​

​

19,279,557

​

​

​

​

​

90.0%

​

​

Public Stockholders(6)(7)

​

​

​

​

2,002,272

​

​

​

​

​

8.5%

​

​

​

​

​

—

​

​

​

​

​

—%

​

​

Sponsor(8)(9)

​

​

​

​

2,147,586

​

​

​

​

​

9.2%

​

​

​

​

​

2,147,586

​

​

​

​

​

10.0%

​

​

Pro forma Class A Common Stock as of December 31, 2022

​

​

​

​

23,429,415

​

​

​

​

​

100.0%

​

​

​

​

​

21,427,143

​

​

​

​

​

100.0%

​

​

Potential sources of dilution:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Private Placement Warrants

​

​

​

​

5,280,000

​

​

​

​

​

22.5%

​

​

​

​

​

5,280,000

​

​

​

​

​

24.6%

​

​

Public Warrants

​

​

​

​

9,200,000

​

​

​

​

​

39.3%

​

​

​

​

​

9,200,000

​

​

​

​

​

42.9%

​

​

AEON Options

​

​

​

​

3,515,218

​

​

​

​

​

15.0%

​

​

​

​

​

3,515,218

​

​

​

​

​

16.4%

​

​

AEON Restricted Stock Units

​

​

​

​

1,041,565

​

​

​

​

​

4.4%

​

​

​

​

​

1,041,565

​

​

​

​

​

4.9%

​

​

Contingent Consideration Shares

​

​

​

​

16,000,000

​

​

​

​

​

68.3%

​

​

​

​

​

16,000,000

​

​

​

​

​

74.7%

​

​

Contingent Founder Shares

​

​

​

​

4,830,000

​

​

​

​

​

20.6%

​

​

​

​

​

4,830,000

​

​

​

​

​

22.5%

​

​

​

​

​

6

 

7

 

8

 

​

9

 

10

 

11

 

Interests of the Sponsor and Priveterra’s Directors and Officers in the Business Combination

In considering the recommendation of the Board to vote in favor of approval of the Business Combination Proposal, the Charter Amendment Proposal and the other Proposals, Priveterra stockholders should keep in mind that the Sponsor (which is affiliated with certain of Priveterra’s officers and directors) and Priveterra’s officers and directors have interests in such Proposals that are different from, or in addition to, your interests as a Priveterra stockholder. These interests include, among other things:

•

If the Business Combination with AEON or another business combination is not consummated by August 11, 2023 (as approved by the stockholders at the extension meeting held on February 10, 2023 and as may be further amended), Priveterra will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. In such event, (i) the 5,750,000 Founder Shares held by the Sponsor, which were acquired by the Sponsor for a purchase price of approximately $0.004 per share, or $25,000 in the aggregate, prior to the Initial Public Offering, and (ii) 5,213,333 Private Placement Warrants purchased by the Sponsor for a purchase price of $1.50 per warrant, or $7,820,000 in the aggregate, in the Concurrent Private Placement, would be worthless because the holders are not entitled to participate in any redemption or distribution from the Trust Account with respect to such securities. Such securities had an aggregate market value of approximately $111.61 million based upon the closing price of $10.18 per share of Class A Common Stock on Nasdaq on the Record Date.

​

•

The fact that given the differential in the purchase price that the Sponsor paid for the Founder Shares, as compared to the price of the Public Shares sold in the Initial Public Offering and the shares of Class A Common Stock that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor may earn a positive rate of return on its investment even if the New AEON common stock trades below the price initially paid for the Public Shares in the Initial Public Offering and the Public Stockholders experience a negative rate of return following the completion of the Business Combination.

​

•

If Priveterra is unable to complete an initial business combination within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Priveterra for services rendered or contracted for or products sold to Priveterra. If Priveterra consummates an initial business combination, on the other hand, Priveterra will be liable for all such claims.

​

•

The Business Combination Agreement provides for the continued indemnification of Priveterra’s current directors and officers and the continuation of directors’ and officers’ liability insurance covering Priveterra’s current directors and officers from and after the Effective Time for a period of six years.

​

•

Certain of Priveterra’s current directors and officers are expected to be directors of New AEON after the consummation of the Business Combination and as such, in the future, they may receive cash fees, stock options, stock awards or other remuneration that the New AEON Board determines

​

​

12

 

​

13

 

Summary of Risk Factors

The following is a summary of the principal risks to which (i) AEON’s business, operations and financial performance and (ii) the Business Combination are subject to. Each of these risks is more fully described in the individual risk factors set forth under “Risk Factors” in this proxy statement/prospectus. Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of AEON prior to the consummation of the Business Combination, which will be the business of the Combined Company following the consummation of the Business Combination.

14

 

​

15

 

​

16

 

​

17

 

​

18

 

19

 

 

Selected Historical Financial Information: AEON

The selected historical consolidated statements of operations data of AEON for the years ended December 31, 2022 and 2021 and the historical consolidated balance sheet data as of as of December 31, 2022 and 2021 are derived from AEON’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

AEON’s historical results are not necessarily indicative of the results that may be expected for any other period in the future. You should read the selected historical financial data set forth below together with AEON’s financial statements and the accompanying notes included elsewhere in this proxy statement/​prospectus, the information in the section entitled “AEON Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information contained elsewhere in this proxy statement/prospectus.

AEON is providing the following selected historical consolidated financial information to assist you in your analysis of the financial aspects of the Business Combination.

 

21

 

SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed consolidated combined financial information (the “Summary Pro Forma Information”) gives effect to the Business Combination.

The summary unaudited pro forma condensed consolidated combined balance sheet as of December 31, 2022 combines the audited historical consolidated balance sheet of AEON as of December 31, 2022 with the audited historical balance sheet of Priveterra as of December 31, 2022, giving effect to the Business Combination as if it had been consummated on December 31, 2022. The summary unaudited pro forma condensed consolidated combined statement of operations for the year ended December 31, 2022 combine the historical statement of operations of AEON and Priveterra for the period on a pro forma basis giving effect to the Business Combination as if it had been consummated on January 1, 2022.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed consolidated combined financial information included in the section titled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed consolidated combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Priveterra, historical consolidated financial statements and related notes of AEON for the applicable period and the sections titled “Priveterra Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations” and “AEON Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Priveterra’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Priveterra following the reverse recapitalization.

The unaudited pro forma condensed consolidated combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of shares of Class A Common Stock:

•

Assuming No Additional Redemptions:   This scenario assumes that the only Class A Common Stock subject to redemption that are redeemed are those that have already been redeemed prior to February 10, 2023.This scenario would require that AEON waive the Available Closing Cash condition, which may not be granted. Therefore, this scenario is included in the pro forma condensed consolidated combined financial statements for illustrative purposes only, as the parties have entered into Committed Financing Agreements and expect to enter into additional Interim Financing Agreements and other financings as needed to meet the Available Closing Cash condition prior to Closing. With the exception of the Interim Financing Agreements described above, the nature and degree of certainty of the financing arrangements into which the Company expects to enter cannot be predicted as of the date of this proxy statement/prospectus.

​

•

Maximum Redemption Scenario:   This scenario assumes that 2,002,272 shares of Class A Common Stock subject to redemption are redeemed for an aggregate payment of approximately $21.0 million (based on an estimated per share redemption price of approximately$10.49 that was calculated using the $21.0 million of cash remaining in the Trust Account divided by the remaining Class A Common Stock subject to redemption as of March 1, 2023). This scenario would require that AEON waive the Available Closing Cash condition, which may not be granted. Therefore, the Maximum Redemption Scenario is included in the pro forma condensed consolidated combined financial statements for illustrative purposes only, as the parties have entered into Committed Financing Agreements and expect to enter into additional Interim Financing Agreements and other financings as needed to meet the Available Closing Cash condition prior to Closing. With the exception of the Interim Financing Agreements described above, the nature and degree of certainty of the financing arrangements into which the Company expects to enter cannot be predicted as of the date of this proxy statement/​prospectus.

​

 

22

 

 

23

 

 

•

AEON’s ability to obtain and maintain intellectual property protection for its technologies and any of its product candidates;

​

•

AEON’s ability to successfully commercialize its current and any potential future product candidates;

​

•

the rate and degree of market acceptance of AEON’s current and any potential future product candidates;

​

•

regulatory developments in the United States and international jurisdictions;

​

•

potential liability lawsuits and penalties related to AEON’s technologies, product candidates and current and future relationships with third parties;

​

•

AEON’s ability to attract and retain key scientific and management personnel;

​

•

AEON’s ability to effectively manage the growth of its operations;

​

•

AEON’s ability to contract with third-party suppliers and manufacturers and their ability to perform adequately under those arrangements, particularly the Daewoong Agreement;

​

•

AEON’s ability to compete effectively with existing competitors and new market entrants;

​

•

potential effects of extensive government regulation;

​

•

AEON’s future financial performance and capital requirements;

​

•

AEON’s ability to implement and maintain effective internal controls;

​

•

the impact of supply chain disruptions; and

​

•

the impact of the COVID-19 pandemic on AEON’s business, including its preclinical studies, clinical studies and potential future clinical trials.

​

Priveterra cautions you that the foregoing list may not contain all of the forward-looking statements made in this proxy statement/prospectus.

These forward-looking statements are only predictions based on the current expectations and projections of Priveterra and AEON about future events and are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this proxy statement/prospectus. Moreover, AEON operates in a competitive industry, and new risks emerge from time to time. It is not possible for the management of Priveterra or AEON to predict all risks, nor can Priveterra or AEON assess the impact of all factors on their respective businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Priveterra may make in this proxy statement/prospectus. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this proxy statement/prospectus may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this proxy statement/prospectus.

The forward-looking statements included in this proxy statement/prospectus are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although Priveterra believes that the expectations reflected in its forward-looking statements are reasonable, neither Priveterra nor AEON can guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Neither Priveterra nor AEON undertakes any obligation to update publicly any forward-looking statements for any reason after the date of this proxy statement/prospectus to conform these statements to actual results or to changes in expectations, except as required by law.

You should read this proxy statement/prospectus and the documents that have been filed as Annexes and Exhibits hereto with the understanding that the actual future results, levels of activity, performance, events and circumstances of Priveterra and AEON may be materially different from what is expected.

 

25

 

 

26

 

•

Interim or preliminary data from our clinical studies that we may announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

​

•

Due to our limited resources and access to capital, we must prioritize development of certain therapeutic uses of ABP-450; these decisions may prove to be wrong and may adversely affect our business.

​

•

We may not be successful in obtaining an original BLA that contemplates exclusively therapeutic uses of ABP-450.

​

•

Even if ABP-450 receives regulatory approval for any of our proposed indications, it may fail to achieve the broad degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success.

​

•

Even if we receive regulatory approval for ABP-450 in any therapeutic indication, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense, limit or delay additional regulatory approvals, limit or prohibit commercial distribution, prevent continued investigation and research and subject us to penalties if we fail to comply with applicable regulatory requirements. Additionally, ABP-450, if approved in any therapeutic indication, could be subject to labeling and other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products.

​

•

Even if we receive marketing approval, coverage and adequate reimbursement may not be available for ABP-450 in any currently proposed or future therapeutic indications, which could make it difficult for us to sell the product profitably, if approved.

​

•

ABP-450, if approved in any currently proposed or future therapeutic indications, will face significant competition and our failure to effectively compete may prevent us from achieving significant market penetration and expansion.

​

•

If approved, ABP-450 may face competition sooner than anticipated.

​

•

If we are unable to establish sales and marketing capabilities on our own or through third parties, we will be unable to successfully commercialize ABP-450, if approved in any proposed therapeutic indication, or generate product revenue.

​

•

We will need to grow the size of our organization, and we may experience difficulties in managing this growth.

​

•

Our employees, independent contractors, consultants, commercial collaborators, principal investigators, vendors and other agents may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.

​

•

If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of ABP-450.

​

•

If we fail to attract and keep senior management and key scientific personnel, we may be unable to successfully develop ABP-450 in any of our proposed therapeutic indications, conduct our clinical studies and commercialize ABP-450.

​

•

The listing of New AEON’s securities on NYSE will not benefit from the process undertaken in connection with an underwritten initial public offering.

​

Risks Related to Our Reliance on Third Parties

•

We rely on the license and supply agreement, effective as of December 20, 2019, or the Daewoong Agreement, to provide us exclusive rights to commercialize and distribute ABP-450 in certain territories. Any termination or loss of significant rights, including exclusivity, under the Daewoong Agreement would materially and adversely affect our development or commercialization of ABP-450.

​

•

We currently rely solely on Daewoong to manufacture ABP-450, and as such, any production or other problems with Daewoong could adversely affect us. The manufacture of biologics is complex

​

 

27

 

and Daewoong may encounter difficulties in production that may impact our ability to provide supply of ABP-450 for clinical studies, our ability to obtain marketing approval, or our ability to obtain commercial supply of our products, which, if approved, could be delayed or stopped.

•

A material breach by us of the terms of our license and settlement agreement with Medytox, Inc. could have a material adverse effect on our business.

​

•

We rely, and will continue to rely, on third parties and consultants to conduct all of our preclinical studies and clinical studies. If these third parties or consultants do not successfully carry out their contractual duties or meet expected deadlines, we may be unable to obtain regulatory approval for ABP-450.

​

•

If we or any of our current or future licensors, including Daewoong, are unable to maintain, obtain or protect intellectual property rights related to ABP-450, we may not be able to compete effectively in our market.

​

•

The COVID-19 pandemic has had, and may continue to have, an adverse effect on our operations, as well as the business or operations of our manufacturers, clinical research organizations, or CROs, or other third parties with whom we conduct business.

​

Risks Related to Intellectual Property

•

If we or any of our current or future licensors, including Daewoong, are unable to maintain, obtain or protect intellectual property rights related to ABP-450 and any future product candidates we may develop, or if the scope of any protection obtained is not sufficiently broad, we may not be able to compete effectively in our market.

​

•

Third-party claims of intellectual property infringement, misappropriation or violation, or challenges related to the invalidity or unenforceability of any issued patents we may obtain or in-license may prevent or delay our development and commercialization efforts or otherwise adversely affect our results of operations.

​

•

We may become involved in lawsuits to protect or enforce our intellectual property or the patents and other intellectual property of our licensors, which could be expensive and time-consuming.

​

•

Our rights to develop and commercialize ABP-450 and future product candidates are subject, in part, to the terms and conditions of licenses granted to us by others, including Daewoong. If we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business.

​

•

We may not be able to protect our intellectual property rights throughout the world.

​

•

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

​

•

We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or asserting ownership of what we regard as our own intellectual property.

​

•

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

​

•

Intellectual property rights do not necessarily address all potential threats.

​

Risks Related to Priveterra, the Business Combination and Redemptions

​

•

Priveterra will incur significant transaction and transition costs in connection with the Business Combination.

​

​

•

Priveterra will not have any right after the Closing to make damage claims against AEON or AEON’s stockholders for the breach of any representation, warranty or covenant made by AEON in the Business Combination Agreement.

​

 

28

 

​

•

Subsequent to the Closing, New AEON may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

​

​

•

The Sponsor and Priveterra’s officers and directors own Priveterra Common Stock that will be worthless and have incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve and, in the case of the Board, recommend, the Business Combination with AEON.

​

​

•

The exercise of Priveterra’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of Priveterra’s stockholders.

​

​

•

Priveterra stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate the investment, Priveterra stockholders may be forced to sell their Public Shares or Warrants, potentially at a loss.

​

​

•

If Priveterra is unable to complete the Business Combination with AEON or another business combination by August 11, 2023(as approved by the stockholders at the extension meeting held on February 10, 2023 and as may be further amended), Priveterra will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. In such event, third parties may bring claims against Priveterra and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per Public Share.

​

​

•

Priveterra’s stockholders may be held liable for claims by third parties against Priveterra to the extent of distributions received by them.

​

​

•

Actions taken by existing Priveterra stockholders to increase the likelihood of approval of the Business Combination Proposal and the other Proposals could have a depressive effect on Priveterra Common Stock.

​

​

•

Neither the Board nor any committee thereof obtained a third-party financial opinion in determining whether or not to pursue the Business Combination.

​

​

•

Priveterra is dependent upon our current executive officers and directors and their loss could adversely affect its ability to operate.

​

​

•

Certain of Priveterra’s existing stockholders have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

​

​

•

Priveterra’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

​

​

•

Priveterra does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Priveterra to complete an initial business combination, including the Business Combination even if a substantial majority of Priveterra’s stockholders choose to redeem their shares.

​

​

•

Certain insiders may elect to purchase shares or warrants prior to the consummation of the Business Combination, which may influence the vote on the Business Combination.

​

​

•

If the proposed Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Priveterra’s Class A Common Stock may decline before the Closing, or the market price of New AEON common stock may decline after the Closing.

​

​

•

Priveterra is currently an emerging growth company within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public companies.

​

 

29

 

​

•

Priveterra’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Public Stockholders.

​

​

•

Priveterra management has identified a material weakness in its internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

​

​

•

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

​

​

•

The consummation of the Business Combination is conditioned on, among other things, there being at least $40,000,000 in cash available at Closing. As this condition is for AEON’s benefit, it is possible that AEON could waive it prior to Closing, although there is no guarantee that it would. If AEON did waive the condition in these circumstances, it is possible that New AEON would have insufficient capital to conduct and grow its business after Closing in the manner described in this proxy statement/prospectus.

​

​

•

The listing of New AEON’s securities on NYSE will not benefit from the process undertaken in connection with an underwritten initial public offering.

​

​

•

The ability of Priveterra stockholders to exercise redemption rights with respect to a large number of shares of Class A Common Stock could increase the probability that the Business Combination would be unsuccessful and that stockholders would have to wait for liquidation in order to redeem their shares of Class A Common Stock.

​

​

•

There is no guarantee that a Public Stockholder’s decision to continue to hold shares of New AEON common stock following the Business Combination will put the stockholder in a better future economic position than if they decided to redeem their Public Shares for a pro rata portion of the Trust Account, and vice versa.

​

​

•

If Priveterra stockholders fail to comply with the redemption requirements specified in this proxy statement/ prospectus, they will not be entitled to redeem their Class A Common Stock for a pro rata portion of the funds held in the Trust Account.

​

​

•

A new 1% U.S. federal excise tax could be imposed on Priveterra or New AEON in connection with redemptions by Priveterra of Class A Common Stock.

​

​

•

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of Priveterra Common

​

​

•

Stock issued in the Initial Public Offering, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Priveterra Common Stock issued in the Initial Public Offering.

​

​

•

Public Stockholders will experience dilution as a consequence of, among other transactions, the issuance of New AEON common stock as consideration in the Business Combination.

​

Risks Related to Our Business Operations and Financial Position

We have a limited operating history and have incurred significant losses since our inception and anticipate that we will continue to incur losses for the foreseeable future. If we ever achieve profitability, we may not be able to sustain it.

We are a clinical stage biopharmaceutical company with a limited operating history. Pharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We were originally incorporated in 2012 but did not begin focusing our efforts and financial resources on the clinical development and regulatory approval of ABP-450 for therapeutic indications until 2019. The operating history upon which investors must evaluate our business and prospects is extremely limited. Consequently,

 

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any predictions about our future success, performance or viability may not be as accurate as they could be if we had a longer operating history or a history of commercial operations. In addition, as an organization, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in the biopharmaceutical market. To date, we have not obtained any regulatory approvals for ABP-450 or generated any revenue from product sales relating to therapeutic uses of ABP-450.

Because we have not yet received regulatory approvals, we are not permitted to market ABP-450 for therapeutic use in the United States or in any other territory, and as such, we have not generated any revenue from sales of ABP-450 to date. We have recorded losses from operations of $16.4 million and $65.8 million for the years ended December 31, 2022 and 2021, respectively, and had an accumulated deficit of $474.8 million and $422.3 million for the years ended December 31, 2022 and 2021, respectively. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase as we continue to seek regulatory approval for, and begin to commercialize, ABP-450, if approved. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. The size of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenues. Our prior losses and expected future losses have had and will continue to have an adverse effect on our stockholders’ equity (deficit) and working capital. Because of the numerous risks and uncertainties associated with drug development, we are unable to accurately predict the timing or amount of increased expenses, or when, if at all, we will be able to achieve profitability. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our prior losses, combined with expected future losses, may adversely affect the market price of New AEON common stock and our ability to raise capital and continue operations.

Our management has concluded that uncertainties around our ability to raise additional capital raise substantial doubt about our ability to continue as a going concern. Even after the Business Combination, these uncertainties will continue and we will require additional financing to fund our future operations. Any failure to obtain additional capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our operations.

We have concluded that we do not have sufficient cash to fund our operations and to meet our obligations as they become due within one year from the date that our consolidated financial statements are issued and as a result, there is substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is an issue raised as a result of ongoing operating losses and a lack of financing commitments to meet cash requirements, and is subject to our ability to generate a profit or obtain appropriate financing from outside sources, including obtaining additional funding from the sale of our securities or obtaining loans from third parties where possible. While the Business Combination will provide some capital, it is unlikely to be sufficient to remove the doubt about our ability to continue as a going concern and we will need to raise additional capital to fund our operations. We cannot assure you that we will be able to raise additional capital after the Business Combination on commercially reasonable terms or at all. If we cannot continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that our stockholders may lose some or all of their investment in us.

We expect that we will continue to expend substantial resources for the foreseeable future in order to complete development and seek regulatory approval for ABP-450 for the treatment of migraine, cervical dystonia and gastroparesis, identify future potential therapeutic applications for ABP-450 and establish sales and marketing capabilities to commercialize ABP-450 across any approved indications.

We anticipate that the net proceeds from the Business Combination, along with our cash, will be sufficient to fund our operating plan through at least September 30, 2023. We have based these estimates, however, on assumptions that may prove to be wrong, and we could spend our available capital resources much faster than we currently expect or require more capital to fund our operations than we currently expect. Our future capital requirements depend on many factors, including:

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the satisfaction of the requirement, pursuant to the Business Combination Agreement and contingent upon the consummation of Interim Financing Agreements or other financings prior to the Closing,

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for Priveterra to have at least $40 million of aggregate cash proceeds available from the Trust Account, after giving effect to redemptions of Public Shares, if any, and any transaction expenses (the “$40 million minimum cash condition”);

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the timing of, and the costs involved in, obtaining regulatory approvals for ABP-450 in our proposed therapeutic indications;

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the scope, progress, results and costs of researching and developing ABP-450, and conducting preclinical and clinical studies, particularly if expected Interim Financing Agreements and other financings are not consummated prior to the Closing and if AEON waives the $40 million minimum cash condition, which would potentially force New AEON to cease its migraine open label extension study in order to continue operating through its potential announcement of Phase 2 episodic migraine topline data;

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the cost of commercialization activities if ABP-450 is approved in any of our proposed therapeutic indications for sale, including marketing, sales and distribution costs;

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costs under our third-party manufacturing and supply arrangements for ABP-450 and any products we commercialize;

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the degree and rate of market acceptance of ABP-450 or any future approved products;

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the emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing products;

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costs associated with any acquisition or in-license of products and product candidates, technologies or businesses, and the terms and timing of any strategic collaboration or other arrangement; and

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costs of operating as a public company.

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If we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish certain valuable rights to our product candidate, technologies, future revenue streams or research programs or may have to grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings or offerings of securities convertible into our equity, the ownership interest of stockholders will be diluted and the terms of any such securities may have a preference over our common stock. Debt financing, receivables financing and royalty financing may also be coupled with an equity component, such as warrants to purchase our capital stock, which could also result in dilution of our existing stockholders’ ownership, and such dilution may be material. Additionally, if we raise additional capital through debt financing, we will have increased fixed payment obligations and may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt or making capital expenditures to meet specified financial ratios, and other operational restrictions, any of which could restrict our ability to commercialize ABP-450 in our proposed therapeutic indications or to operate as a business and may result in liens being placed on our assets. If we were to default on any of our indebtedness, we could lose such assets. Additional funding may not be available on acceptable terms, or at all. As a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets have experienced volatility and disruptions recently, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly or more dilutive.

Our future success currently depends entirely on the successful and timely regulatory approval and commercialization of our only product candidate, ABP-450. The development and commercialization of pharmaceutical products is subject to extensive regulation, and we may not obtain regulatory approvals for ABP-450 in any of the indications for which we plan to develop it on a timely basis or at all.

Marketing approval of biologics in the United States requires the submission of a BLA to the FDA. A BLA must be supported by extensive clinical and preclinical data, as well as extensive information regarding pharmacology, chemistry, manufacturing and controls. FDA approval of a BLA is not guaranteed, and the review and approval process is an expensive and uncertain process that may take several years. The FDA also has substantial discretion in the approval process. The number and types of preclinical studies and

 

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clinical studies that will be required for BLA approval varies depending on the product candidate, the disease or the condition that the product candidate is designed to treat and the regulations applicable to any particular product candidate.

The FDA, the EMA, and other regulatory authorities can delay, limit or deny approval of a product candidate for many reasons, including the following:

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a product candidate may not be deemed safe, effective, pure or potent;

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the data from preclinical studies and clinical studies may not be deemed sufficient;

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