TMKRU Priveterra Acquisition Corporation II

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 6, 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: (949) 787-2910

 

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 to the registrant under any of the following provisions:

 

¨

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))

 

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. ¨

 

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 6, 2023, Priveterra Acquisition Corp. II, a Delaware corporation (the “Company”), filed an amendment (the “Name Change Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware changing its name from “Tastemaker Acquisition Corp.” to “Priveterra Acquisition Corp. II”. A copy of the Name Change Amendment is attached as Exhibit 3.1 to this report and incorporated herein by reference.

 

On July 11, 2023, following the conclusion of the special meeting of stockholders of the Company (the “Special Meeting”), the Company filed an amendment (the “Second Extension and Redemption Limitation Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The disclosure contained in Item 5.07 of this report is incorporated herein by reference. A copy of the Second Extension and Redemption Limitation Amendment is attached as Exhibit 3.2 to this report and incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On July 10, 2023, the Company convened the Special Meeting. The only proposal submitted for a vote of the stockholders at the Special Meeting was the approval of the adjournment of such meeting. The reconvened Special Meeting (the “Reconvened Meeting”) was held on July 11, 2023. At the Reconvened Meeting, the Company’s stockholders voted on the additional proposals set forth below. Each of the proposals is described in greater detail in the definitive proxy statement of the Company, which was filed with the Securities and Exchange Commission on June 23, 2023.

 

As of the close of business on May 22, 2023, the record date for the Special Meeting and the Reconvened Meeting, there were 2,926,927 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), and 6,900,000 shares of Class B common stock, par value $0.0001 per share (the “Class B common stock” and together with Class A common stock, the “common stock”), outstanding. Each share of common stock was entitled to one vote on each of the proposals. The shares of Class A common stock and Class B common stock were voted as a single class. At the Reconvened Meeting, there were 8,766,221 shares of common stock present in person or by proxy, representing approximately 89.2% of the outstanding shares of common stock entitled to vote as of the Record Date, which constituted a quorum to conduct business.

 

Each of the proposals was approved by the Company’s stockholders. A summary of the voting results for each proposal is set forth below:

 

Second Extension Amendment Proposal

 

A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which it has to consummate a business combination from July 12, 2023 (the date which is 30 months from the closing date of the Company’s initial public offering of the units) to January 12, 2024 (the date which is 36 months from the closing date of the Company’s initial public offering of the units):

 

For				Against				Abstain
	8,619,399				145,822				1,000

 

Redemption Limitation Amendment Proposal

 

A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (or any successor rule)) of less than $5,000,001 in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed such limitation:

 

For				Against				Abstain
	8,619,449				145,772				1,000

 

 

Adjournment Proposal

 

A proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal:

 

For				Against				Abstain
	8,596,738				168,483				1,000

 

Following the Special Meeting, Priviterra Acquisition Sponsor LLC II (the “Sponsor”), as the sole holder of shares of Class B common stock, converted all of its shares of Class B common stock to shares of Class A common stock, on a one-for-one basis (collectively, the “Class B Conversion”). Notwithstanding the Class B Conversion, the Sponsor, as well as the Company’s officers and directors, will be not entitled to receive any funds held in the trust account with respect to any shares of Class A common stock issued to such holders as a result of the Class B Conversion and no additional amounts will be deposited into the trust account in respect of shares of Class A common stock held by the Sponsor.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
3.1		Certificate of Amendment to the Registrant’s Amended and Restated Certificate of Incorporation (Name Change)
3.2		Certificate of Amendment to the Registrant’s Amended and Restated Certificate of Incorporation (Second Extension and Redemption Limitation)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

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

 

Dated: July 12, 2023
	PRIVETERRA ACQUISITION CORP. II
	By:	/s/ Oleg Grodnensky
	Name:    Oleg Grodnensky
	Title:      Chief Executive Officer

 

 

 

Exhibit 3.1

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

Tastemaker Acquisition Corp.

 

Tastemaker Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

 

DOES HEREBY CERTIFY:

 

FIRST: That the board of directors of the Corporation, by resolutions adopted by written consent, declared advisable that the Certificate of Incorporation of Tastemaker Acquisition Corp. be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:

 

“The name of the Corporation is Priveterra Acquisition Corp. II.”

 

SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

THIRD: That this Certificate of Amendment to the Certificate of Incorporation shall be effective on July 6, 2023.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Incorporation as of the date first set forth above.

 

 

	Tastemaker Acquisition Corp.
	By:	/s/ Oleg Grodnensky
	Name:	Oleg Grodnensky
	Title:	Chief Executive Officer

 

 

 

Exhibit 3.2

 

AMENDMENT TO THE

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF

PRIVETERRA ACQUISITION CORP. II
JULY 11, 2023

 

Priveterra Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

 

1.

The name of the Corporation is “Priveterra Acquisition Corp. II” The original certificate of incorporation was filed in the office of the Secretary of State of the State of Delaware on August 10, 2020 (the “Original Certificate”). The Amended and Restated Certificate of Incorporation, which both restated and amended the provisions of the Original Certificate, was filed in the office of the Secretary of State of the State of Delaware on January 7, 2021 (the “Amended and Restated Charter”). The First Amendment to the Amended and Restated Charter was filed in the office of the Secretary of State of the State of Delaware on December 12, 2022. An Amendment to the Amended and Restated Charter was filed in the office of the Secretary of State of the State of Delaware on July 6, 2023.

 

2.

This Amendment to the Amended and Restated Charter was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware, as amended from time to time, and shall become effective on the date of filing with the Secretary of State of Delaware.

 

3.

Certain capitalized terms used in this Amendment to the Amended and Restated Charter are defined where appropriate herein.

 

4.

The text of Section 9.1(b) of Article IX of the Amended and Restated Charter is hereby amended and restated to read in full as follows:

 

“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriter’s overallotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 2, 2020, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by January 12, 2024 (or such earlier date as determined by the Board) (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open (the “Deadline Date”), and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate of Incorporation as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

 

5.

The text of Section 9.2(a) of Article IX of the Amended and Restated Charter is hereby amended and restated to read in full as follows:

 

“(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Section 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to this Section 9.2(a), the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.

 

6.

The text of Section 9.2(e) of Article IX of the Amended and Restated Charter is hereby amended and restated to read in full as follows:

 

“(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.”

 

7.

The text of Section 9.2(f) of Article IX of the Amended and Restated Charter is hereby deleted in its entirety.

 

8.

The last sentence of Section 9.7 of Article IX of the Amended and Restated Charter is hereby deleted.

 

 

IN WITNESS WHEREOF, Priveterra Acquisition Corp. II has caused this Amendment to the Amended and Restated Charter to be duly executed in its name and on its behalf by an authorized officer as of this 11^th day of July, 2023.

 

	PRIVETERRA ACQUISITION CORP. II
	By:	/s/ Oleg Grodnensky
	Name:	Oleg Grodnensky
	Title:	Chief Executive Officer

 

Signature Page to Amendment to the Amended and Restated Certificate of Incorporation of Priveterra Acquisition Corp. II

 

 

v3.23.2

Cover	Jul. 06, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 06, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39858
Entity Registrant Name	Priveterra Acquisition Corp. II
Entity Central Index Key	0001821606
Entity Tax Identification Number	85-2478126
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1 Park Plaza
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	949
Local Phone Number	787-2910
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	TMKRU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	TMKR
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	TMKRW
Security Exchange Name	NASDAQ

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