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United States securities and exchange commission logo
December 19, 2023
Marc Forth
Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 22, 2023
File No. 333-274094
Dear Marc Forth:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 15, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed November 22, 2023
Coverpage
1.We reissue prior comment 1. With respect to the FPA Funding Amount Subscription
Agreements, it remains unclear whether the company has completed a Section 4(a)(2)-
exempt sale of the securities to the investor such that the investor was at market risk at the
time of filing of the resale registration statement.  Given the pricing structure and
downside protection afforded by the Forward Purchase Agreement, please explain
how the registered resales here would be valid secondary offerings and why the sellers
should not be identified as underwriters in this registration statement.  For example, it is
unclear how the FPA Funding Amount Subscription Agreements should be considered
true secondary sales where the resellers retain discretion to, among other things, specify a
valuation date in the Forward Purchase Agreement.  To register a resale for a valid PIPE,
the investor must be irrevocably bound to purchase a set number of securities for a set

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December 19, 2023
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purchase price that is not based on market price or a fluctuating ratio, either at the time of
effectiveness of the resale registration statement or at any subsequent date.  Refer to
Securities Act Sections C&DI 139.11
Forward Purchase Agreements and Related Subscription Agreements, page 2
2.Please balance the disclosure on page 2 concerning the $66.7 million of “aggregate
consideration” by explaining that Atalaya and Polar may never pay you any proceeds
pursuant to the terms of the FPAs.
3.Please revise the opening paragraph under the heading to explain why the parties entered
into separate FPA and FPA subscription agreements. In this regard, clarify the separate
purpose of each agreement as well as their related nature.
4.We refer to the second paragraph under the heading. Please explain how the Recycled
Shares relate to the Forward Purchase Agreements and Related Subscription Agreements.
Alternatively, please move the discussion to the section concerning the New Money
Subscription Agreements.
Transactions with Atalaya and Polar, page 2
5.Please tell us your basis for disclosing that the company “obtained” $7 million in
“proceeds” from the New Money PIPE Subscription. Based on your disclosure on pages 3
and 83, it appears that the company may have received $3.5 million of proceeds from
Polar but only $1.0 million from ACM.  Relatedly, please tell us your basis for disclosing
that ACM paid $7.00 per share for its 500,000 New PIPE Shares. Also, revise to explain
why it was necessary or preferential from the company’s perspective that ACM purchase
existing shares from redeeming shareholders rather than receive new shares issued by the
company.
6.We note your disclosure on page 68 indicating that the 236,236 Recycled
Shares purchased by Seller ACM were subsequently resold on public markets following
the Business Combination. It appears from the disclosure on page 83 that ACM paid $2.5
million on the open market for these shares. Please revise page 2 to disclose the proceeds
to the Company provided by the Recycled Shares, and disclose the aggregate proceeds
ACM received from such resale(s), ACM’s net gain/loss on their purchases and resale(s)
and the timeframe during which the resale(s) were made.
7.With respect to your discussion of the "Valuation Date" on page 3, please revise to
disclose whether there is a deadline for determining when a "Registration Failure" is
deemed to have occurred, or advise.
8.Explain what happens if the two-year period expires and Atalaya and Polar have not sold
some or all the FPA shares.
9.You disclose on page 3 that in the event of a Dilutive Offering, the maximum number of
shares available under the Forward Purchase Agreements could be increased if the

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 December 19, 2023 Page 3
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AEON Biopharma, Inc.
December 19, 2023
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Dilutive Offering occurs at a price below $10.00 per share.  Please further revise here and
throughout where appropriate to provide a hypothetical example clarifying how a reset of
the maximum number of shares subject to the Forward Purchase Agreements would
impact the calculation of the settlement amount of cash and/or securities owed to the
Company and the Sellers following a Valuation Date.
10.Explain why the parties executed the Letter Agreements and their connection to the New
PIPE Subscriptions. Explain the benefit(s) that Atalaya and Polar derive from these Letter
Agreements and corresponding risks to the company.
Description of the Business Combination, page 63
11.Please revise here, and elsewhere as appropriate, to explain the components of the
Available Closing Cash, which you state on pages 65-66 was approximately $40.3
million, and which would have been approximately $33.3 million but for the New Money
PIPE Investment.
Liquidity and Capital Resources, page 82
12.Please revise this section to clarify why the funding available to and delivered to the
Company at Closing was $30.3 million in light of your disclosure on page 65 that the
Available Closing Cash was approximately $40.3 million.
13.You state on page 83 that in connection with the Merger, the Company entered into the
Forward Purchase Agreements which "provide the Company with additional potential
funding of up to approximately $73 million."  We note that this statement appears to be
inconsistent with your disclosure on pages 2, 3 and elsewhere seemingly indicating that
because the Reset Price is currently set at the floor of $7.00 per share without
contemplation of subsequent upward adjustment, prior to a Valuation Date, the maximum
proceeds you could receive from the Prepayment Amount is $43,925,000. Please revise or
advise.
AEON Biopharma, Inc. Financial Statements for Fiscal Quarter Ended September 30, 2023, page
F-30
14.Please address the following points related to all amounts reported “on the line” including
the amounts depicted in the Accumulated Deficit column in your table on page F-45 in
connection with the merger:

•Provide us with an overview of the nature and terms of the forward purchase
agreements ("FPAs") and New Money PIPE Subscription Agreements and Letter
Agreements ("New Money PIPE").
•As part of your response, tell us the extent to which the each of the items reported
“on the line” were part of or specifically referenced in the merger agreements.
•Provide us with a description and background of all items recorded "on the line",
where specifically they are disclosed in your footnotes, and explain for each how you

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determined they were contingent on the consummation of the merger such that “on
the line” treatment was appropriate.
•For each of the items reported “on the line”, tell us how you determined that
reporting these amounts elsewhere, such as on the Statement of Operations of
Priveterra, Old AEON, the Predecessor, or the Successor, etc., would have been
precluded or was otherwise not appropriate and why. Similarly, if there are any
amounts reported “on the line” because they would have been recorded by Priveterra
or Old AEON, but not presented in the registration statement, provide an explanation
for that as well.
•Tell us how the negotiations with the PIPE investors progressed in contemplation of
the de-SPAC transaction and if any alternative structures were considered.
•The 2014 speech referenced in your response letter speaks to expenses incurred. Tell
us how you considered the upfront charge on the issued FPAs to be considered an
expense subject to the 2014 speech rather than an issuance cost for those instruments.
•On page F-44, you state, “In connection with the Merger, the transactions that
occurred concurrently with the closing date of the Merger were reflected “on the
line”. “On the line” describes those transactions triggered by the consummation of the
Merger that are not recognized in the consolidated financial statements of the
Predecessor nor the Successor...” The 2014 speech referenced in your response letter
speaks solely to expenses incurred. Tell us how you contemplated this distinction in
your assessment of "on the line" treatment.
•As part of your accounting determination, tell us how you considered that there is an
ongoing mark to market gain or loss to be reported in the Successor’s statement of
operations associated with several of these instruments versus a one-time expense
contingent on the consummation of the change-in-control event (e.g., investment
bank success fees).
•Tell us how much cash you received in connection with the New Money PIPE that
was available for your use.
•Tell us what the cash received in connection with the New Money PIPE will be used
for.
•Tell us what the future expected cash proceeds from the FPA and Subscription
agreements were as of inception, September 30, 2023, and the current date.
•Tell us what the future cash expected to be received from the FPA and Subscription
agreements will be used for.
•Provide the calculations of Stock-compensation for Class B Founder Shares in the
amounts of $(34,362,000) included in the Accumulated Deficit column presented in
the table on page F-45.
•As part of your response, tell us how you considered the accounting literature
applicable to reporting each acquired IPR&D and loss on consolidation in
determining that “on the line” treatment was appropriate.
•Regarding the FPAs, on page F-53, you state, “...the initial value of the derivative of
$32.3 million and the loss on issuance of $6.0 million recorded as a loss “on the line”
in the Successor’s opening accumulated deficit." Tell us and revise to clearly explain

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December 19, 2023
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the difference between initial valuation and loss on issuance.  Explain how these
amounts were separately valued.
•On page F-54, you state, "The Company recorded a loss of $ 13.7 million on the line
in the Successor’s opening accumulated deficit related to issuance of common shares
underlying the Committed Financing Agreements equal to the market price of the
stock on the Closing Date less the purchase price of $ 7.00 per share." Explain the
difference between the $13,700,000 and the $36,097,000 reported in your table on
page F-45 for Shares issued for Committed Financing. Given the Committed
Financing was originally for $20 million of interim convertible notes, tell us and
revise to clearly explain the reasons for the loss or expense recorded of $36,097,000
or $13,700,000. Identify what this loss or expense represents and how this amount
was triggered by or is in connection with the merger itself.  Also, tell us and revise to
disclose how the $61,097,000 increase to Additional Paid in Capital in your table on
page F-45 was calculated.
•Tell us the extent to which the classification of any of the items reported “on the line”
would affect your ability to meet listing requirements, debt covenants, management
compensatory targets, other contractual requirements, or other significant targets.
General
15.We note your revisions throughout regarding the operation of the Forward Purchase
Agreements, and we refer you to the fourth and fifth bullets of prior comment 11, which
we reissue in part:
•Please revise your disclosure where appropriate to clearly identify "best-case" and
"worst-case" scenarios for each party with respect to the various rights and
obligations under the FPAs and describe any assumptions on which the scenarios you
present are based. We continue to believe that it would be useful to present this
disclosure in tabular form.
•Summarize any additional payments and share issuances that you may be required to
make under the FPAs, including upon maturity, and provide examples to demonstrate
how such amounts will be determined.
            Please 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 Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Hanzich