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September 7, 2023
Marc Forth
Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Registration Statement on Form S-1
Filed August 18, 2023
File No. 333-274094
Dear Marc Forth:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, 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 comments apply 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.
Registration Statement on Form S-1 filed August 18, 2023
Cover Page
1.For each of the securities being registered for resale,
please disclose the price that the selling securityholders paid for such securities.
2.Disclose the exercise price of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A, and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion
on the ability of your company to fund your operations on a prospective basis with
your current cash on hand.

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 September 7, 2023 Page 2
 FirstName LastName
Marc Forth
AEON Biopharma, Inc.
September 7, 2023
Page 2
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that all or
most of the shares being registered for resale were purchased by the selling
securityholders for prices considerably below the current market price of the Class A
common stock. Highlight the significant negative impact sales of shares on this
registration statement could have on the public trading price of the Class A common
stock.
Prospectus Summary, page 2
4.We note your disclosures on page 2 concerning the Forward Purchase Agreements and the
PIPE Subscriptions Agreements, including the FPA Funding Amount PIPE Subscription
Agreements. Please revise the Summary to explain the purpose for entering into these
agreements and the inter-relationship between them.  In this regard, we refer to the
disclosures on pages 56, 67 and F-31, which appear to indicate that the SPAC entity
distributed $66.7 million of funds directly from the Trust Account to the PIPE/FPA
investors in order to fund the PIPE investments. We further note your disclosure
indicating that the net proceeds from these arrangements amounted to $0. Also, discuss
here, and add risk factor disclosure, as appropriate, to address risks associated with these
arrangements. For instance, we note that the disclosure on page 67 indicates that, based on
declines in its share price, the combined company could receive less than $66.7 million
from potential future investments made pursuant to the forward purchase agreements.
Also, we note that the combined company's pro forma balance sheet as of June 30,
2023 reflects a derivative liability in the amount of $37.9 million because of the downside
risk taken on by the combined company.  Lastly, please revise to indicate whether
Priveterra, AEON, or their directors, officers, advisors or respective affiliates had material
relationships with the PIPE/FPA investors at the time the PIPE and FPA agreements were
negotiated.
Risk Factors, page 8
5.Please include an additional risk factor highlighting the negative pressure potential sales
of shares pursuant to this registration statement could have on the public trading price of
the Class A common stock. To illustrate this risk, disclose the purchase price of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. Also disclose that even though the
current trading price is significantly below the SPAC IPO price, the private investors have
an incentive to sell because they will still profit on sales because of the lower price that
they purchased their shares than the public investors.

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 September 7, 2023 Page 3
 FirstName LastName
Marc Forth
AEON Biopharma, Inc.
September 7, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 70
6.Please expand your discussion here to reflect the fact that this offering involves
the potential sale of a substantial portion of shares for resale and discuss how such sales
could impact the market price of the company’s Class A ordinary shares. Your
discussion should highlight the fact that the Sponsor, a beneficial owner of 18.6% of
your outstanding shares, as well as other principal stockholders such as your PIPE
investors, will be able to sell all of their shares for so long as the registration statement of
which this prospectus forms a part is available for use.
Liquidity and Capital Resources, page 76
7.In light of the significant number of redemptions and the unlikelihood that the
company will receive significant proceeds from exercises of the warrants because of the
disparity between the exercise price of the warrants and the current trading price of the
Class A Common Stock, expand your discussion of capital resources to address any
changes in the company’s liquidity position since the business combination, including the
effects of any purchases made under the forward agreements. We also note your
disclosure on page 9 that you may raise additional capital through the sale of public or
private equity or convertible debt securities. Please discuss the effect of this offering on
the company’s ability to raise additional capital.
General
8.Please revise throughout your prospectus to disclose the price that each selling
securityholder paid for the securities being registered for resale. Highlight any differences
in the current trading price, the prices that the sponsor, private placement investors, and
PIPE investors acquired their shares and warrants, and the price that the public security
holders acquired their shares and warrants. Disclose that while the sponsor and private
placement investors may experience a positive rate of return based on the current trading
price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current trading
price. Please also disclose the potential profit the selling securityholders will earn based
on the current trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 September 7, 2023 Page 4
 FirstName LastName
Marc Forth
AEON Biopharma, Inc.
September 7, 2023
Page 4
            You may contact Lauren Sprague Hamill at (303) 844-1008 or Joe McCann at (202) 551-
6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Hanzich