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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.

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 enclosed for submission with the Securities
and Exchange Commission (the “Commission”) a complete copy of 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”). Amendment No. 3 has been revised to
reflect the Company’s responses to the comment letter to Amendment No. 2 received on December 19, 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. 3 and
all references to page numbers in such responses are to page numbers in Amendment No. 3.

    April 2, 2024

Page 2

Cover Page

 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 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.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that, as of March 18, 2024, the Forward Purchase Agreements
have been terminated. Therefore, the Company believes that the requested disclosure is no longer relevant.

Forward Purchase Agreements and Related Subscription Agreements

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 3, 66, 70, 77 and F-25.

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 2.

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2–3 in order to correctly
identify such shares as previously redeemed shares of Priveterra Class A Common Stock for which all redemption rights were irrevocably
waived and which ACM was permitted to net against the $3.5 million that ACM was otherwise obligated to pay the Company under its respective
New Money PIPE Subscription Agreement, as opposed to “Recycled Shares” as defined in the Forward Purchase Agreements.

    April 2, 2024

Page 3

Transactions with Atalaya and Polar

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 3.

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 3.

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that, as of March 18, 2024, the Forward Purchase Agreements
have been terminated. Therefore, the Company believes that the requested disclosure is no longer relevant.

 8. Explain what happens if the two-year period expires and Atalaya and Polar have not sold some or all
the FPA shares.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that, as of March 18, 2024, the Forward Purchase Agreements
have been terminated. Therefore, the Company believes that the requested disclosure is no longer relevant.

    April 2, 2024

Page 4

 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 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.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that, as of March 18, 2024, the Forward Purchase Agreements
have been terminated. Therefore, the Company believes that the requested disclosure is no longer relevant.

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 3–4 and 78–79.

Description of the Business Combination

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that the Company’s financial statements as of December 31,
2023 and 2022 and for the years then ended have been included in Amendment No. 3 and the section titled Unaudited Pro Forma Condensed
Consolidated Combined Financial Information included in Amendment No. 2 has subsequently been removed and the requested disclosure
is no longer relevant.

Liquidity and Capital Resources

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 70.

 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.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that, as of March 18, 2024, the Forward Purchase Agreements
have been terminated. Therefore, the Company believes that the requested disclosure is no longer relevant.

    April 2, 2024

Page 5

AEON Biopharma, Inc. Financial Statements for Fiscal Quarter
Ended September 30, 2023

 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").

 (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.

 (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.

 (d) 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.

 (e) Tell us how the negotiations with the PIPE investors progressed in contemplation of the de-SPAC transaction
and if any alternative structures were considered.

 (f) 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.

 (g) 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.

 (h) 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).

    April 2, 2024

Page 6

 (i) Tell us how much cash you received in connection with the New Money PIPE that was available for your
use.

 (j) Tell us what the cash received in connection with the New Money PIPE will be used for.

 (k) 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.

 (l) Tell us what the future cash expected to be received from the FPA and Subscription agreements will
be used for.

 (m) 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.

 (n) 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.

 (o) 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 the difference between initial valuation and loss on issuance. Explain how these
amounts were separately valued.

 (p) 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.

 (q) 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.

Response
to 14: The Company respectfully refers the Staff to the Company’s response letter filed on February 27, 2