SEC Comment Letter 0000000000-23-000915 to AEON Biopharma, Inc. (AEON) (CIK 0001837607) (AEON)
AEON Biopharma, Inc. (AEON) (CIK 0001837607)
Date: Jan. 27, 2023 · CIK: 0001837607 · Accession: 0000000000-23-000915
AI Filing Summary & Sentiment
File numbers found in text: 333-269006
Letter
© 2023 Wells Fargo & Company. All rights reserved. Consider whether the engaging entity is sufficiently creditwort hy on its own to support the indemnity and other obligations in the Agreement. In particular, if the client is a majority- owned subsidiary of another c ompany, or is controlled by a majority sharehol der, consider obtaining a guarantee from the parent entity or majority shareholder. Add bracketed language if there is an addit ional placement agent for the Transaction. Corporate & Investment Banking Equity Capital Markets 500 West 33rd Street New York, New York 10001 Strictly Confidential January 26, 2023 VIA Email : Countrymanv@sec.gov
Vanessa Countryman Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Vane ssa Countryman Secretary of the SEC Re: Registration Statement on Form S-4 (Registration No. 333-269006) To whom it may concern:
We write regarding the above-referenced registration state ment (the “Registration Statement”) of Priveterra Acquisition Corp. (“Priveterra”) concerning a proposed business combina tion (the “Trans action”) between Priveterra and AEON Biopharma, Inc. (“AEON”). As of the da te of this letter, the Registration Statement has not yet been declared effective. This letter is to advise you that, effective as of Januar y 26, 2023, our firm has waiv ed its entitlement to the payment of the deferred underwriting discount in connection with our role as underwriter for Priveterra, as described in the underwriting agreement, dated February 8, 2021, between Pri veterra and Wells Fargo Securities, LLC. We further confirm that, although our firm does not have an y role with respect to the Transaction, for the avoidance of doubt, our firm ha s resigned from, or ceased or refused to act in, every office, capacity, and relationship with respect to the Trans action that may be de scribed in the Registration Statement or otherwise. We can also confirm that th e foregoing waiver of entitlement to the pa yment of the deferred underwriting discount and our resignation, ceasure and refusa l to act in, every office, capacity , and relationship with respect to the Transaction (even though our fi rm does not have any role wi th respect to the Transaction ) is not the result of any dispute or disagreement with Pri veterra, AEON or any matter relating to Priveterra’s or AEON’s respective operations, policies, procedures or practices. We further advise you that neither our firm, any person who controls it (within the mean ing of either Section 15 of the Securities Act of 1933 (the “Securities Act”)) nor any of its affiliates (within the m eaning of Rule 405 under the Securities Act) will be re sponsible for any part of the Registration Statement. II
Priveterra Acquisition Corp. January 26, 2023 Page 2 Please be advised that nothing here in is intended to constitute an acknowledgment or admission, and we expressly deny, that we have been or are an un derwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereu nder) with respect to the Transaction.
Very truly yours,
Wells Fargo Se curities, LLC
By:
Lear Beyer
Managing Director Cc: Priveterra Acquisition Corp.
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© 2023 Wells Fargo & Company. All rights reserved. Consider whether the engaging entity is sufficiently creditwort hy on its own to support the indemnity and other obligations in the Agreement. In particular, if the client is a majority- owned subsidiary of another c ompany, or is controlled by a majority sharehol der, consider obtaining a guarantee from the parent entity or majority shareholder. Add bracketed language if there is an addit ional placement agent for the Transaction. Corporate & Investment Banking Equity Capital Markets 500 West 33rd Street New York, New York 10001 Strictly Confidential January 26, 2023 VIA Email : Countrymanv@sec.gov Vanessa Countryman Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Vane ssa Countryman Secretary of the SEC Re: Registration Statement on Form S-4 (Registration No. 333-269006) To whom it may concern: We write regarding the above-referenced registration state ment (the “Registration Statement”) of Priveterra Acquisition Corp. (“Priveterra”) concerning a proposed business combina tion (the “Trans action”) between Priveterra and AEON Biopharma, Inc. (“AEON”). As of the da te of this letter, the Registration Statement has not yet been declared effective. This letter is to advise you that, effective as of Januar y 26, 2023, our firm has waiv ed its entitlement to the payment of the deferred underwriting discount in connection with our role as underwriter for Priveterra, as described in the underwriting agreement, dated February 8, 2021, between Pri veterra and Wells Fargo Securities, LLC. We further confirm that, although our firm does not have an y role with respect to the Transaction, for the avoidance of doubt, our firm ha s resigned from, or ceased or refused to act in, every office, capacity, and relationship with respect to the Trans action that may be de scribed in the Registration Statement or otherwise. We can also confirm that th e foregoing waiver of entitlement to the pa yment of the deferred underwriting discount and our resignation, ceasure and refusa l to act in, every office, capacity , and relationship with respect to the Transaction (even though our fi rm does not have any role wi th respect to the Transaction ) is not the result of any dispute or disagreement with Pri veterra, AEON or any matter relating to Priveterra’s or AEON’s respective operations, policies, procedures or practices. We further advise you that neither our firm, any person who controls it (within the mean ing of either Section 15 of the Securities Act of 1933 (the “Securities Act”)) nor any of its affiliates (within the m eaning of Rule 405 under the Securities Act) will be re sponsible for any part of the Registration Statement. II Priveterra Acquisition Corp. January 26, 2023 Page 2 Please be advised that nothing here in is intended to constitute an acknowledgment or admission, and we expressly deny, that we have been or are an un derwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereu nder) with respect to the Transaction. Very truly yours, Wells Fargo Se curities, LLC By: Lear Beyer Managing Director Cc: Priveterra Acquisition Corp.