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): January 5, 2024

 

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		PMGMU		The NASDAQ Stock Market LLC
Class A Common Stock, par value $0.0001 per share		PMGM		The NASDAQ Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share		PMGM		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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On January 10, 2024, Priveterra Acquisition Corp. II, a Delaware corporation (the “Company”), received a notice (the “Notice”) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (common stock, warrants and units) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on January 19, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. The Company intends to timely request a hearing before the Panel to allow additional time to complete a business combination. If timely filed, the hearing request will result in a stay of any suspension or delisting action pending the Panel’s decision.

 

Item 5.03

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

 

On January 5, 2024, the Company filed an amendment (the “Extension Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware following the conclusion of the special meeting of stockholders of the Company (the “Special Meeting”). A copy of the Extension Amendment is attached as Exhibit 3.1 to this report and incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

The Special Meeting was held on January 5, 2024. At the Special Meeting, the Company’s stockholders voted on the proposal set forth below. The proposal is described in greater detail in the definitive proxy statement of the Company, which was filed with the Securities and Exchange Commission on December 19, 2023.

 

As of the close of business on December 12, 2023, the record date for the Special Meeting, there were 8,821,956 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), and 0 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 proposal. At the Special Meeting, there were 8,253,208 shares of common stock present in person or by proxy, representing approximately 93.55% of the outstanding shares of common stock entitled to vote as of the Record Date, which constituted a quorum to conduct business.

 

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

 

Third 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 January 12, 2024 (the date which is 36 months from the closing date of the Company’s initial public offering of the units) to April 12, 2024 (the date which is 39 months from the closing date of the Company’s initial public offering of the units), by depositing into the Company’s trust account $0.03 for each share of Class A common stock that was not redeemed, and then on a monthly basis up to six times to October 12, 2024 (the date that is 45 months from the closing date of the Company’s initial public offering of the units), by depositing into the Company’s trust account, for each one-month extension, $0.01 for each share of Class A common stock that was not redeemed, or such earlier date as determined by the Company’s board of directors:

 

For				Against				Abstain
	8,226,826				26,372				10

 

In connection with the Special Meeting, stockholders holding an aggregate of 595,559 shares of the Company’s Class A common stock exercised their right to redeem their shares for approximately $11.03 per share of the funds held in the Company’s trust account, leaving approximately $14,626,691 in cash in the trust account after satisfaction of such redemptions and prior to the deposit of any additional funds into the Company’s trust account.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
3.1		Certificate of Amendment to the Registrant’s Certificate of Incorporation
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: January 11, 2024
	PRIVETERRA ACQUISITION CORP. II
	By:	/s/ Oleg Grodnensky
	Name:	Oleg Grodnensky
	Title:	Chief Executive Officer

 

 

 

Exhibit 3.1

 

AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PRIVETERRA ACQUISITION CORP. II

JANAURY 5, 2024

 

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. A Certificate of 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. 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 11, 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 April 12, 2024 (or such earlier date as determined by the Board); provided that, the Corporation may extend such date on a monthly basis through October 12, 2024 by depositing into the Trust Account, for each one-month extension, $0.01 for each Offering Share that was not redeemed, (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.”

 

 

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 5^th day of January, 2024.

 

	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

 

 

v3.23.4

Cover	Jan. 05, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 05, 2024
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	PMGMU
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	PMGM
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	PMGM
Security Exchange Name	NASDAQ

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