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    650 Town Center Drive, 20th Floor

    Costa Mesa, California  92626-1925

    Tel: +1.714.540.1235  Fax: +1.714.755.8290

    www.lw.com

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    October 20, 2023
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    Washington, D.C.

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Lauren Sprague Hamill

    Joe McCann

 Re: AEON Biopharma, Inc.

Registration Statement on Form S-1

Filed August 18, 2023

File No. 333-274094

Ladies and Gentlemen:

On behalf of AEON Biopharma,
Inc. (the “Company”), please find enclosed for submission with the Securities and Exchange Commission (the “Commission”)
a complete copy of the Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Amendment No. 1”).
The Company previously filed a Registration Statement on Form S-1 with the Commission on August 18, 2023 (the “Previous Filing).
Amendment No. 1 has been revised to reflect the Company’s responses to the comment letter to the Previous Filing received on September
7, 2023 from the staff of the Commission (the “Staff”).

For ease of review, we have
set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 1 and all references to page numbers in such
responses are to page numbers in Amendment No. 1.

Cover Page

 1. For each of the securities being registered for resale, please disclose the price that the selling
securityholders paid for such securities.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page.

October
20, 2023

Page 2

 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages
8, 52, 58  and 82.

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 48-49.

Prospectus Summary

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2-3, 10-11, 49-50, 61-62, and 86-87.

October
20, 2023

Page 3

Risk Factors

 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.

Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 48-50 and
86-87.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Overview

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages  49, 76 and 81-83.

Liquidity and Capital Resources

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 81-83.

October
20, 2023

Page 4

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page, pages 8, 48-49, and 81-83.

* * *

We hope the foregoing answers
are responsive to your comments. Please do not hesitate to contact me by telephone at (714) 755-8008 with any questions or comments regarding
this correspondence.

    Very truly yours,

    /s/
    Drew Capurro

    Drew Capurro

    of LATHAM & WATKINS LLP

    cc:
    (via email)

    Marc Forth, Chief Executive Officer, AEON Biopharma, Inc.

    Alex Wilson, Esq. Executive Vice President, Chief Legal Officer & Secretary, AEON Biopharma, Inc.

    B. Shayne Kennedy, Esq., Latham & Watkins LLP

    Eric Hanzich, Esq., Latham & Watkins LLP