Current Report Filing (8-k)
11 January 2023 - 9:23AM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported):
January 10, 2023
PRIVETERRA ACQUISITION
CORP.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-40021 |
|
85-3940478 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
300 SE 2nd Street, Suite 600
Fort Lauderdale, Florida 33301
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (754) 220-9229
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant |
|
PMGMU |
|
The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share |
|
PMGM |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
PMGMW |
|
The Nasdaq Stock Market LLC |
| Item 7.01 |
Regulation FD Disclosure. |
On January 10, 2023, Priveterra issued a press release announcing that AEON entered into interim financing letter agreements with certain investors for a total aggregate amount of $20 million. A copy of the press release
is furnished hereto as Exhibit 99.l.
The information in this Item 7.01, including Exhibit 99.1, and is furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into
the filings of PMGM under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless
of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality
of any information of the information contained in this Item 7.01, including Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Priveterra Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Robert Palmisano |
| |
Name: |
Robert Palmisano |
| |
Title: |
Chairman and Chief Executive Officer |
Dated: January 10, 2023
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