SEC Comment Letter 0000000000-23-002945 to AEON Biopharma, Inc. (AEON) (CIK 0001837607) (AEON)
AEON Biopharma, Inc. (AEON) (CIK 0001837607)
Date: March 23, 2023 · CIK: 0001837607 · Accession: 0000000000-23-002945
AI Filing Summary & Sentiment
File numbers found in text: 333-269006
Letter
United States securities and exchange commission logo March 23, 2023 Oleg Grodnensky Chief Operating Officer and Chief Financial Officer Priveterra Acquisition Corp. 300 SE 2nd Street, Suite 660 Fort Lauderdale, FL 33301 Re:Priveterra Acquisition Corp. Registration Statement on Form S-4 Amendment No. 2 Filed March 10, 2023 File No. 333-269006 Dear Oleg Grodnensky: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 27, 2023 letter. Amendment No. 2 on Form S-4 filed March 10, 2023 Financial Statements of Priveterra Acquisition Corp. Note 6. Commitments and Contingencies, page F-17 1.You disclose here that in November 2022 you recognized a gain of $3,767,400 in relation to the waiver of the deferred underwriter fee allocated to the underwriter in the accompanying consolidated financial statements. You also disclose that an additional deferred fee of $4,636,800 was waived on January 23, 2023. Your disclosures on page F- 11 appear to indicate that your deferred underwriting costs were originally charged to temporary equity or the consolidated statement of operations based on the relative value of the Public warrants. Please address the following regarding the waiver of these deferred underwriting fees:
FirstName LastNameOleg Grodnensky Comapany NamePriveterra Acquisition Corp. March 23, 2023 Page 2 FirstName LastName Oleg Grodnensky Priveterra Acquisition Corp. March 23, 2023 Page 2 •Tell us how you determined that reporting the waiver of these fees as a gain on your statement of operations is appropriate. Identify the guidance on which you relied. •Tell how you determined that some or all of the waived fees should be reported as an adjustment to equity rather than a gain. •Tell us the extent to which the deferred underwriting fees that were subsequently waived were originally recorded as equity or on your statement of operations. •Tell us how you considered the guidance of ASC 420-10-40-1 in your determination of how to account for and report the waiver of these fees. You may contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if you have questions regarding comments on the financial statements and related matters. Please contact Cindy Polynice at 202-551-8707 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: W. Soren Kreider IV, Esq.
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United States securities and exchange commission logo
March 23, 2023
Oleg Grodnensky
Chief Operating Officer and Chief Financial Officer
Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 660
Fort Lauderdale, FL 33301
Re:Priveterra Acquisition Corp.
Registration Statement on Form S-4 Amendment No. 2
Filed March 10, 2023
File No. 333-269006
Dear Oleg Grodnensky:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 27, 2023 letter.
Amendment No. 2 on Form S-4 filed March 10, 2023
Financial Statements of Priveterra Acquisition Corp.
Note 6. Commitments and Contingencies, page F-17
1.You disclose here that in November 2022 you recognized a gain of $3,767,400 in relation
to the waiver of the deferred underwriter fee allocated to the underwriter in the
accompanying consolidated financial statements. You also disclose that an additional
deferred fee of $4,636,800 was waived on January 23, 2023. Your disclosures on page F-
11 appear to indicate that your deferred underwriting costs were originally charged to
temporary equity or the consolidated statement of operations based on the relative value of
the Public warrants. Please address the following regarding the waiver of these deferred
underwriting fees:
FirstName LastNameOleg Grodnensky
Comapany NamePriveterra Acquisition Corp.
March 23, 2023 Page 2
FirstName LastName
Oleg Grodnensky
Priveterra Acquisition Corp.
March 23, 2023
Page 2
•Tell us how you determined that reporting the waiver of these fees as a gain on your
statement of operations is appropriate. Identify the guidance on which you relied.
•Tell how you determined that some or all of the waived fees should be reported as an
adjustment to equity rather than a gain.
•Tell us the extent to which the deferred underwriting fees that were subsequently
waived were originally recorded as equity or on your statement of operations.
•Tell us how you considered the guidance of ASC 420-10-40-1 in your determination
of how to account for and report the waiver of these fees.
You may contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters. Please
contact Cindy Polynice at 202-551-8707 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: W. Soren Kreider IV, Esq.