UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 10, 2023
Priveterra Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
Delaware |
001-39858 |
85-2478126 |
(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
incorporation or organization) |
File Number) |
Identification Number) |
1 Park Plaza |
|
Irvine, CA |
92614 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (212 )616-9600
Tastemaker Acquisition Corp.
(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 to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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)) |
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-half of one Redeemable Warrant |
|
TMKRU |
|
The NASDAQ Stock Market LLC |
Class
A Common Stock, par value $0.0001 per share |
|
TMKR |
|
The NASDAQ Stock Market LLC |
Warrants, each exercisable for one
share of Class A Common Stock for $11.50 per share |
|
TMKRW |
|
The NASDAQ Stock Market LLC |
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. ¨
On
July 10, 2023, Priveterra Acquisition Corp. II (formerly known as Tastemaker Acquisition Corp.) (the “Company”)
adjourned the special meeting of the Company’s stockholders (the
“Special Meeting”)
in order to provide additional time to engage with the Company’s
stockholders. The Special Meeting will be reconvened at 3:00 p.m. Eastern Time on July 11, 2023 virtually via live webcast. It
can be accessed by visiting https://www.cstproxy.com/tastemakeracquisition/ext2023.
SUPPLEMENT TO PROXY
STATEMENT
OF
PRIVETERRA ACQUISITION CORP. II
Dated July 10, 2023
The following disclosures in this Current
Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive
proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on June 22, 2023, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates
information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information
in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
As provided in the Definitive Proxy Statement,
the Company is seeking shareholder approval of, among other things, the extension (the “Extension” and such proposal, the
“Extension Amendment Proposal”) of the time period the Company has to complete an initial business combination from July 12,
2023 to January 12, 2024 (such date, the “Extended Date”). The purpose of the supplemental disclosures is to provide information
about (i) the postponement of the Special Meeting related to the Definitive Proxy Statement, and (ii) the amendment to the Extension
Amendment Proposal.
Terms used herein, unless otherwise defined,
have the meanings set forth in the Definitive Proxy Statement.
Special Meeting Adjournment
On July 10, 2023, the
Company adjourned the Special Meeting in order to provide additional time to engage with the Company’s stockholders. The Special
Meeting will be reconvened at 3:00 p.m. Eastern Time on July 11, 2023 virtually via live webcast. It can be accessed by visiting
https://www.cstproxy.com/tastemakeracquisition/ext2023.
Redemption Rights
If the Second Extension Amendment Proposal
is approved, and the Second Extension is implemented, each public stockholder may seek to redeem its public shares at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay
taxes), divided by the number of then outstanding public shares. The pro rata portion of the funds currently available in the Trust Account
for the redemption of public shares is approximately $10.70 per share. Holders of public shares who do not elect to redeem their public
shares in connection with the Second Extension will retain the right to redeem their public shares in connection with any stockholder
vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.
Risk Factors
The following disclosure under the heading “Risk
Factors” contained in the Definitive Proxy Statement is hereby amended as follows:
The SEC has recently issued proposed rules relating to certain
activities of SPACs. Certain of the procedures that we, a potential business combination target, or others may determine to undertake
in connection with such proposals may increase Tastemaker’s costs and the time needed to complete a business combination and may
make it more difficult to complete a business combination. The need for compliance with the SPAC Rule Proposals (as hereinafter defined)
caused Tastemaker to liquidate the funds in the Trust Account and may cause it to liquidate the company at an earlier time than it might
otherwise choose.
On March 30, 2022, the
SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business
combination transactions between SPACs, such as Tastemaker, and private operating companies; the financial statement requirements applicable
to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination
transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs
could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions
that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been
adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs.
Certain of the procedures that
Tastemaker, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals,
or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing
an initial business combination, and may constrain the circumstances under which Tastemaker could complete an initial business combination.
The need for compliance with the SPAC Rule Proposals has caused Tastemaker to instruct Continental Stock Transfer & Trust Company,
the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the
Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) in
an interest-bearing demand deposit account at a bank until the earlier of the consummation of the Business Combination, another initial
business combination or Tastemaker’s liquidation. Following such liquidation of the assets in the Trust Account, Tastemaker has
earned interest of approximately 4.5% per annum on the remaining cash in the Trust Account through June 12, 2023; however, the actual
amount of interest earned on the cash in the Trust Account in the future, if any, may vary.
Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology
such as “pro forma”, “may”, “should”, “could”, “might”, “plan”,
“possible”, “project”, “strive”, “budget”, “forecast”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by the Company are inherently uncertain. Certain risks and uncertainties are set forth in the section
entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final
prospectus dated January 7, 2021, relating to its IPO, and other risks and uncertainties indicated from time to time in the Definitive
Proxy Statement delivered to the Company’s stockholders, including those set forth under “Risk Factors” therein, and
other documents filed or to be filed with the SEC by the Company.
Additional Information and Where to Find
It
The Company has filed with the SEC the Definitive
Proxy Statement in connection with the Special Meeting and, beginning on June 22, 2023, mailed the Definitive Proxy Statement and other
relevant documents to its stockholders as of the May 22, 2023 record date for the Special Meeting. The Company’s stockholders
and other interested persons are advised to read the Definitive Proxy Statement and any other relevant documents that have been or will
be filed with the SEC in connection with the Company’s solicitation of proxies for the Special Meeting because these documents will
contain important information about the Company, the Extension and related matters. Stockholders may also obtain a free copy of the Definitive
Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s
website located at www.sec.gov.
Participants in the
Solicitation
The Company and its directors
and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in
connection with the Special Meeting. Additional information regarding the identity of these potential participants and their direct or
indirect interests, by security holdings or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these
documents using the sources indicated above.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 10, 2023 |
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PRIVETERRA ACQUISITION CORP. II |
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By: |
/s/ Oleg Grodnensky |
|
Name: Oleg Grodnensky |
|
Title: Chief Executive Officer |
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