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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:              Tracie
Mariner

Kevin Vaughn

 Re: AEON Biopharma, Inc.

                                            Amendment No. 2 to the Registration Statement on Form S-1

                                            Filed November 24, 2023

                                            File No. 333-274094

Ladies and Gentlemen:

On behalf of AEON Biopharma, Inc.
(the “Company”), please find below the Company’s responses to Comment 14 of the comment letter to Amendment
No. 2 received on December 19, 2023 (the “Letter”) from the staff of the Securities and Exchange
Commission (the “Commission”), which the Company is providing in advance of filing an Amendment No. 3
to the Company’s Registration Statement on Form S-1 (“Amendment No. 3”). The Company previously
filed a Registration Statement on Form S-1 with the Commission on August 18, 2023 (the “Original Filing”),
an Amendment No. 1 to the Original Filing on October 23, 2023 (“Amendment No. 1”), and an Amendment
No. 2 to the Original Filing on November 24, 2023 (“Amendment No. 2”). The Company proposes
to revise certain disclosure in an Amendment No. 3 as set forth below in response to each of the requests of Comment 14 of the Letter,
which, for ease of review, are provided 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. 2 and all references to page numbers in such responses
are to page numbers in Amendment No. 2.

    February 27, 2024

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:

 (a) 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").

Response:
On June 29, 2023, Priveterra Acquisition Corp. (“Priveterra” or the “SPAC”)
entered into the Forward Purchase Agreements, FPA Funding Amount PIPE Subscription Agreements, and the New Money PIPE Subscription Agreements
(which the Company refers to collectively as the “FPA Transactions”) with Atalaya and Polar. Priveterra was
the primary legal entity that entered into the FPA Transactions and Old AEON was party to the Forward Purchase Agreements. Consummation
of all these transactions contemplated by the Business Combination Agreement (collectively, the “Merger”) were
contingent on the closing of the Merger (the “Closing”).

Priveterra entered into the FPA Transactions
in order to obtain the New Money PIPE Investment for an aggregate of $7.0 million. The New Money PIPE Investment was needed to satisfy
minimum cash conditions required by the Business Combination Agreement (the “BCA”), dated as of December 12,
2022 (as amended on April 27, 2023), and listing standards of the NYSE American. While the New Money PIPE Subscription Agreement,
FPA Funding Amount PIPE Subscription Agreements and Forward Purchase Agreements represent separate and distinct instruments, the Company
does not believe either counterparty would have entered into the New Money PIPE Subscription Agreements without also entering into the
others. That is, the Merger was contingent on the FPA Transactions because of the minimum cash conditions and the listing standards and
the issuance of the instruments underlying the FPA Transactions were contractually contingent on the Closing. The nature and terms of
the FPAs, the New Money PIPE Subscription Agreements, and the Letter Agreements are summarized below.

Forward Purchase Agreements

On June 29, 2023, Priveterra and
Old AEON entered into separate FPAs with each of Atalaya and Polar (the “Sellers”). Pursuant to the agreement,
the Sellers purchased an aggregate of 6,275,000 shares of Priveterra’s Class A Common Stock (“Priveterra Class A
Common Stock”) for aggregate consideration of $66.7 million concurrently with the Closing. The Company never received the
$66.7 million of consideration as the Company was simultaneously obligated to make a prepayment amount of $66.7 million (the “Prepayment
Amount”) related to our repurchase of the shares under the FPAs. At the Closing, the $66.7 million represented the maximum
amount the Company could receive under the FPAs, based on the initial redemption price of $10.63 (the “Reset Price”),
subject to adjustment as described below. When the Sellers sell shares of Common Stock pursuant to the FPAs, they are obligated to repay
the Company a portion of the sale proceeds equal to the then-current Reset Price. The Sellers retain any amount above the Reset Price.
The Reset Price, which subsequently reset to $7.00 per share, resets monthly, and is calculated as the lowest of (a) the then-current
Reset Price, (b) $10.63 and (c) the 30-day volume-weighted average price of Common Stock immediately preceding such monthly
reset. The monthly resets are subject to a floor of $7.00 per share (the “Reset Price Floor”); however,
if during the term of the FPA, the Company sells or issues any shares of Common Stock or securities convertible or exercisable for shares
of Common Stock at an effective price of less than the Reset Price, then the Reset Price would immediately reset to the effective price
of such offering and the Reset Price Floor would be eliminated.

The Company executed the FPAs as a
condition required by the Sellers in order for the Sellers to invest in the New Money PIPE. The FPAs serves as certain downside protection
for the Sellers with respect to the New Money PIPE Investment.

    February 27, 2024

New Money PIPE Subscription

On
June 29, 2023, Priveterra entered into separate subscription agreements (“New Money PIPE Subscription Agreements”)
with each of Atalaya and Polar (“New Money PIPE Investors”) for $3.5 million per investor. The Company
received access to a total of $7.0 million pursuant to the New Money PIPE, (i) $4.4 million of which came in the form of cash delivered
by the Sellers pursuant to the New Money PIPE Subscription Agreements — $3.5 million from Polar and $0.9 million from Atalaya —
and (ii) $2.6 million through amounts that remained in the SPAC’s trust account from the shares owned by Atalaya for which
redemption rights were waived. Pursuant to the New Money PIPE Subscription Agreements, the New Money PIPE Investors purchased from Priveterra
at the Closing an aggregate of 1,000,000 shares of Priveterra Class A Common Stock for a purchase price of $7.00 per share. Additionally,
the Company sold 1,000 shares to round lot holders, in order to meet NYSE American listing requirements. Atalaya purchased 236,236 shares
from third parties through a broker in the open market prior to the Closing, for which all redemption rights were irrevocably waived.
Atalaya held such redeemed shares as freely tradeable shares prior to the Closing (the “Redeemed Shares”),
and the proceeds to the Company provided by such Redeemed Shares were netted against the $3.5 million that Atalaya was otherwise obligated
to pay the Company under its New Money PIPE Subscription Agreement. Accordingly, Priveterra received $3.5 million from Polar and $0.9
million from Atalaya (net of Redeemed Shares and fees) in connection with the New Money PIPE Subscription Agreements for the issuance
of 1,001,000 shares. In other words, $4.4 million was received directly from the Sellers while the other $2.6 million was received at
Closing through the Trust account.

Letter Agreements

On June 29, 2023, Priveterra
Sponsor, LLC (the “Sponsor”) also entered into separate letter agreements (“Letter Agreements”)
with Atalaya and Polar. The Letter Agreements also protect Atalaya and Polar from downside risk in the stock price. In the event the
average price per share at which shares of Common Stock purchased pursuant to the New Money PIPE Subscription Agreements that are transferred
during the period in the Letter Agreements is less than $7.00 per share, then Atalaya and Polar shall be entitled to receive from Sponsor
additional shares of Common Stock.

The Letter Agreements establish a make-whole
provision for the New Money PIPE Investors such that in the event the New Money PIPE Investors sell their shares and the sales price
of those shares is below a certain threshold, the New Money PIPE Investors will be at least partially made-whole through the transfer
of Company shares by the Sponsor, up to a maximum of 400,000 shares.

 (b) 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.

Response:

 · Shares
                                            Issued as Consideration in the Merger: The shares issued as consideration in the Merger is
                                            referenced throughout the BCA including, but not limited to, in Section 2 of the BCA.

 · Merger Consideration – Shares
                                            Issued for Interim Convertible Notes related to Committed Financing: Committed Financing
                                            Agreements were not specifically referenced in the BCA. However, financing arrangements,
                                            such as the Committed Financing Agreements, dated as of January 6, 2023 and amended
                                            in June 2023 (the “Committed Financing Agreements”), were
                                            referenced in the BCA under “Interim Financing Arrangements” in Section 5.17
                                            and “Financing Arrangements” in Section 1.

    February 27, 2024

 · Stock-Compensation
                                            for Class B Founder Shares: The BCA includes a definition of the Class B Founder
                                            Shares of 6,900,000, and is further referenced in the Sponsor Support Agreement (specifically,
                                            the conversion of Class B Founder Shares to Class A common shares), which is included
                                            as Exhibit A in the BCA.

 · Forward
                                            Purchase Agreements: The FPAs were finalized after execution of the BCA but prior to the
                                            Closing and, as such, were not specifically referenced in the BCA. However, financing arrangements,
                                            such as the FPA transactions, were referenced in the BCA under “Interim Financing Arrangements”
                                            in Section 5.17 and “Financing Arrangements” in Section 1.

 · Issuance
                                            of Make-Whole Derivative: The make-whole derivative is included in the Letter Agreements
                                            which were finalized after execution of the BCA but prior to the Closing and, as such, was
                                            not specifically referenced in the BCA.

 · Shares
                                            Issued in New Money PIPE Subscription Agreements: The New Money PIPE Subscription Agreements
                                            were entered into concurrently with the FPAs on June 29, 2023, and the shares issued
                                            thereunder were issued in connection with the Closing. The New Money PIPE Subscription Agreements
                                            were not specifically referenced in the BCA. However, financing arrangements, such as the
                                            New Money PIPE Subscription Agreements, are referenced in the BCA under “Financing
                                            Arrangements” in Section 1.

 · Shares
                                            Issued for Committed Financing: Committed Financing Agreements were not specifically referenced
                                            in the BCA. However, financing arrangements, such as the Committed Financing Agreements,
                                            were referenced in the BCA under “Interim Financing Arrangements” in Section 5.17
                                            and “Financing Arrangements” in Section 1.

 · Contingent
                                            Founder Shares: The BCA includes a definition of the Class B Founder Shares of 6,900,000,
                                            which includes the Contingent Founder Shares, and further references to the Sponsor Support
                                            Agreement, which describes the contingent nature of 3,450,000 of the Class B Founder
                                            shares, and which is included as Exhibit A in the BCA.

 · Acquired
                                            IPR&D and Loss on Consolidation of VIE: The acquired IPR&D and loss on consolidation
                                            of VIE are specifically components of the purchase accounting, and as such, were not specifically
                                            referenced in the BCA.

 · Other
                                            Miscellaneous: This includes shares issued to service providers in connection with the Closing,
                                            which were not specifically referenced in the BCA.

    February 27, 2024

 (c) 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 determined they were contingent
                                            on the consummation of the merger such that “on the line” treatment was appropriate.

Response:
The Merger was accounted for using the VIE asset acquisition method in accordance with U.S. GAAP. Under this method of accounting,
Priveterra was considered to be the accounting acquirer based on the terms of the Merger. Old AEON was determined to be the Predecessor
entity. The periods presented in the Company’s financial statements since the Merger closed are those of (1) the Predecessor
entity for the period from January 1, 2023 through July 21, 2023 and (2) the Company as Successor for the period from
July 22, 2023 through December 31, 2023. The Merger does not occur in either of the periods presented because the Merger is
not included the Predecessor entity financials (since Old AEON as Predecessor was not the acquiror) and is not included in the Successor
period (since the Closing occurred before the Successor period). Additionally, Priveterra’s fi