SecProbe.io

CORRESP
 1
 filename1.htm

 February 12, 2026

 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

 Re: AEON Biopharma, Inc.
Registration Statement on Form S-3 (Registration No. 333-293309)

 Request for Acceleration of Effective Date

 To the addressee set forth above:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission (the " Commission ")
of the effective date of the above-referenced Registration Statement on Form S-3 (Registratiom No. 333-293309) (the " Registration
Statement ") of AEON Biopharma, Inc. We respectfully request that the Registration Statement become effective as of 5:30
p.m., Washington, D.C. time, on February 17, 2026, or as soon as practicable thereafter.

 The Company requests that we be notified of such
effectiveness by a telephone call to Drew Capurro of Latham & Watkins LLP at (714) 755-8008 that such effectiveness also be confirmed
in writing.

 Sincerely,

 AEON Biopharma, Inc.

 By:
 /s/ Alex Wilson

 Name:
 Alex Wilson

 Title:
 Chief Legal & Strategy Officer

 cc:
 Via Email

 Robert Bancroft, AEON Biopharma, Inc.

 Drew Capurro, Esq., Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 12, 2026

Robert Bancroft
President and Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza
Suite 1750
Irvine, CA 92614

 Re: AEON Biopharma, Inc.
 Registration Statement on From S-3
 Filed February 09, 2026
 File No. 333-293309
Dear Robert Bancroft:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Drew Capurro, Esq.
</TEXT>
</DOCUMENT>

February 28, 2025
Robert Palmisano
Reporting Person
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Schedule 13D filed January 22, 2025 by Robert Palmisano
File No. 005-92271
Dear Robert Palmisano:
            We have reviewed your filing and have the following 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 these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule 13D filed January 22, 2025
General
1.We note that the event reported as requiring the filing of the Schedule 13D was July
25, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D
within five business days after the date beneficial ownership of more than five percent
of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the
July 25, 2024 event date, the Schedule 13D submitted on January 22, 2025 was not
timely filed. Please advise us why the Schedule 13D was not filed within the required
five business days after the date of the acquisition.
Item 5, page 1
Refer to your disclosure in Item 5(c) of the Schedule 13D that "[a]s a member of
Priveterra, The Palmisano Family, LLC received its pro rata distributions on July 19,
2024, as to 1,115,000 shares, and on July 25, 2024, as to 1,150,000 shares." Item 5(c)
of Schedule 13D, however, requires the beneficial owner to "describe any transactions 2.

February 28, 2025
Page 2
in the class of securities reported on that were effected during the past sixty
days." Please revise to provide the requisite disclosure with respect to all transactions
in the securities between the deadline for timely filing the Schedule 13D and the
actual filing of the Schedule 13D.
Item 7, page 1
3.Multiple beneficial owners have reported their beneficial ownership on the above-
captioned Schedule 13D. Whenever two or more persons are required to file a
statement containing the information required by Schedule 13D, a single Schedule
13D may be filed provided that it includes, as an exhibit, their agreement in writing
that such a statement is filed on behalf of each of them. Please revise to add the
required exhibit, or advise. See Rule 13d-1(k)(1)(iii).
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Blake Grady at 202-551-8573 or Nicholas Panos at
202-551-3266 .
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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AEON Biopharma, Inc.

5 Park Plaza, Suite 1750

Irvine, California 92614

August 20, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Jessica Dickerson

 Re: AEON Biopharma, Inc.

    Registration Statement on Form S-3

    File No. 333-281562

Ladies and Gentlemen:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration
of the effective date of the Registration Statement on Form S-3 filed on August 15, 2024 (the “Registration Statement”)
of AEON Biopharma, Inc. (the “Company”). We respectfully request that the Registration Statement
become effective as of 4:00 p.m. Eastern Time on August 21, 2024, or as soon as practicable thereafter. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling
Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

 Very truly yours,

  AEON BIOPHARMA, INC.

  By:
                           /s/ Alex Wilson

               Alex Wilson

               EVP, Chief Legal Officer & Secretary

cc: B. Shayne Kennedy, Latham & Watkins LLP

  Drew Capurro, Latham & Watkins LLP

August 19, 2024
Alex Wilson
Chief Legal Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Registration Statement on Form S-3
Filed August 15, 2024
File No. 333-281562
Dear Alex Wilson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:B. Shayne Kennedy, Esq.

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August 2, 2024

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

Re:	     AEON Biopharma, Inc.

Registration Statement on Form S-1, as amended (File No. 333-274094)

Request for Acceleration of Effective Date

To the addressee set forth above:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”)
of AEON Biopharma, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C.
time, on August 5, 2024, or as soon as practicable thereafter.

The Company requests that we be notified of such
effectiveness by a telephone call to Drew Capurro of Latham & Watkins LLP at (714) 755-8008 or, in his absence, Eric Hanzich
of Latham & Watkins LLP at (714) 755-8234 and that such effectiveness also be confirmed in writing.

    Sincerely,

    /s/ Marc Forth

    Marc Forth

    Chief Executive Officer

    AEON Biopharma, Inc.

    cc:
    Via Email

    Alex Wilson, AEON Biopharma, Inc.

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

    Drew Capurro, Esq., Latham & Watkins LLP

    Eric Hanzich, Esq., Latham & Watkins LLP

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    July 23,
    2024

    650 Town Center Drive, 20th Floor

    Costa Mesa, California 92626-1925

    Tel: +1.714.540.1235 Fax: +1.714.755.8290

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Austin
    Milan

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    Chicago
    Riyadh

    Dubai
    San Diego

    Düsseldorf
    San Francisco

    Frankfurt
    Seoul

    Hamburg
    Silicon Valley

    Hong Kong
    Singapore

    Houston
    Tel Aviv

    London
    Tokyo

    Los Angeles
    Washington, D.C.

    Madrid

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:
    Joe McCann

    Lauren Sprague Hamill

    Re:
    AEON Biopharma, Inc.

    Amendment No. 4 to the Registration
    Statement on Form S-1

    Filed May 31, 2024

    File No. 333-274094

To the addressees
set forth above:

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. 5 to the Company’s Registration
Statement on Form S-1 ( “Amendment No. 5”). 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”), an Amendment No. 2 to the Original
Filing on November 24, 2023 (“Amendment No. 2”), an Amendment No. 3 to the Original Filing on
April 2, 2024 (“Amendment No. 3”) and an Amendment No. 4 to the Original Filing on May 31,
2024 (“Amendment No. 4”). Amendment No. 5 has been revised to reflect the Company’s responses
to the comment letter to Amendment No. 4 received on June 28, 2024 (the “Letter”) from the staff of
the Commission (the “Staff”).

For
ease of review, we have set forth below each of the numbered comments of the 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. 5 and
all references to page numbers in such responses are to page numbers in Amendment No. 5.

July 23, 2024

Page 2

Prospectus Summary

 1. We note your disclosure on page 5 and elsewhere indicating that you are ceasing certain clinical
trials and implementing certain cash preservation measures while you evaluate strategic options. Please revise the "Overview"
section of the Summary to provide prominent and updated disclosure about the status of your operations and the nature, timing and status
of the strategic review process.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 1.

Transactions with Atalaya and Polar

 2. We note your response to prior comment 1; however, we are unable to concur with your analysis
that the Sellers are not "underwriters” within the meaning of the Securities Act of 1933, as amended. As such, we reissue prior
comment 1.

  Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure to remove the resale of all shares of Common Stock issued pursuant to the Forward
Purchase Agreements, FPA Funding Amount PIPE Subscription Agreements and New Money PIPE Subscription Agreements.

 3. We note your response to prior comment 2. Please revise to identify which party or parties negotiated
to have the offset provision included in the arrangement and their reason(s) for doing so.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 4 and 83.

 4. We note the information contained in your response to prior comment 3. Please revise to disclose
that the ACM Investor resold the 236,236 shares following the business combination.

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

July 23, 2024

Page 3

    Sincerely,

    /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, AEON Biopharma, Inc.

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

    Eric Hanzich, Esq., Latham & Watkins LLP

July 16, 2024
Marc Forth
Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
File No. 1-40021
Dear Marc Forth:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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​

July 9, 2024

​

​

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:Tracie Mariner

Kevin Vaughn

​

​

 Re:

 AEON Biopharma, Inc.
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2023

Filed May 14, 2024

File No. 001-40021

​

To the addresses set forth above:

On behalf of AEON Biopharma, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in its letter dated June 27, 2024 with respect to the Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2023 filed on May 14, 2024 by the Company (the “Form 10-K/A”). For your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Form 10-K/A.

Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023

​

Explanatory Note

Clawback Policy Considerations, page 1

​

1. We note that in 2023 your executive officers received bonuses based on the achievement of key performance indicators as determined by your board of directors. We also note the statement that you performed a recovery analysis and determined there was no incentive-based compensation tied to financial performance for any of our executive officers during the relevant recovery period. Please briefly explain to us why the application of the recovery policy resulted in this conclusion. See Item 402(w)(2) of Regulation S-K.

​

Response: The Company respectfully acknowledges the Staff’s comment.

​

As disclosed in the Explanatory Note, the Company reported on Form 8-K filed with the SEC on May 1, 2024 that the Board of Directors of the Company (the “Board”), based on the recommendation of, and after consultation with, the Company’s management, concluded that the Company’s previously issued financial statements as of December 31, 2023 were required to be restated. The Explanatory

​

Note further discloses that the restatement was related to the write-off of the acquired in-process research and development (IPR&D) that was recorded “on the line” at the close of the Merger in the Successor’s opening accumulated deficit, and that upon further review, the Company determined the acquired IPR&D should have been reflected in the Successor’s opening balance sheet at the close of the Merger and the subsequent write-off should have been recognized in the consolidated statement of operations and comprehensive loss for the Successor period. As such, the error resulted in non-cash corrections to increase the loss reported on the Successor’s consolidated statement of operations and comprehensive loss for the Successor periods from July 22, 2023 to December 31, 2023, and had no impact on the Company’s cash balances or operating cash flows for the period indicated.

​

As previously described in the Company’s Proxy Statement on Schedule 14A filed with the SEC on April 29, 2024 under the section entitled “— 2023 Bonuses,” in 2023, the Company’s executive officers participated in an annual discretionary incentive plan under which cash incentive payments were awarded at the discretion of the Board, and were based on the Board’s general assessment of each executive’s individual performance and individual contributions to the achievement of specified pre-established performance goals (“Key Performance Indicators”).

​

The Key Performance Indicators that the Board referenced to help determine each executive officer’s discretionary bonus included the following: (i) corporate development milestones, (ii) corporate operational milestones, (iii) achievement of a successful initial public offering or qualified financing, (iv) achievement of key financial budget metrics and (v) achievement of product development milestones.

​

The only Key Performance Indicator that the Board used as a guideline in determining 2023 bonuses that could constitute a “financial reporting measure” as defined under 17 CFR 240.10D-1(d) is the achievement of key financial budget metrics.  The key financial budget metrics Key Performance Indicator covered cash-related goals.  More specifically, it included (i) utilization of more than 75% of capital/cash for R&D support, (ii) focus on managing variable costs versus fixed costs and (iii) extending cash runway by managing expenses until the next qualified financing.  The other Key Performance Indicators covered operational goals or subjective standards that do not constitute financial reporting measures.  Additional details regarding the other Key Performance Indicators mentioned above include: (i) corporate development milestones (such as building and retaining talent and securing a strategic R&D partner), (ii) corporate operational milestones (such as balancing headcount where critically needed in R&D and Finance and managing legal risks and patent/trademark portfolios), (iii) achievement of a successful initial public offering (which included a business combination) or qualified financing and (iv) achievement of product development milestones (such as completion of Phase 2 studies and enrollment of Phase 3 studies).

​

Since the restatement resulted in non-cash corrections and had no impact on the Company’s cash balances or operating cash flows, the restatement did not impact the key financial budget metrics Key Performance Indicator that the Board referenced to determine the 2023 discretionary cash bonuses awarded to executive officers during the relevant recovery period.

​

As such, none of the 2023 cash bonuses were required to be recovered pursuant to the Company’s Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”).

​

Additionally, none of the other compensation received by the executive officers on or after the effective date of the Clawback Policy, which consisted of base salary and equity-based awards, including

​

restricted stock units and stock options, were granted, earned, and/or vested (or will vest) based on the attainment of one or more financial reporting measures.

​

2. It appears that you have not provided your disclosure about your recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future filings where you conduct a recovery analysis, please also include the interactive data.

​

Response: The Company respectfully acknowledges the Staff’s comment. The interactive data for the recovery analysis was inadvertently excluded. The Company agrees and has noted for future filings that the interactive data should be included for recovery analysis in accordance with Rule 405 of Regulation S-T.

​

* * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (949) 298-2211 with any questions or comments regarding this correspondence.

​

Sincerely,

​

/s/ Alex Wilson​ ​​ ​

Alex Wilson

EVP, Chief Legal Officer and Corporate Secretary

of AEON Biopharma, Inc.

​

​

cc:(via email)

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

Jennifer Sy, Vice President, Corporate Controller, AEON Biopharma, Inc.

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

Drew Capurro, Esq., Latham & Watkins LLP

Eric Hanzich, Esq., Latham & Watkins LLP

​

United States securities and exchange commission logo
June 28, 2024
Marc Forth
Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed May 31, 2024
File No. 333-274094
Dear Marc Forth:
            We have conducted a limited review of your 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.
Amendment No. 4 to Form S-1 filed May 31, 2024
Prospectus Summary, page 1
1.We note your disclosure on page 5 and elsewhere indicating that you are ceasing certain
clinical trials and implementing certain cash preservation measures while you
evaluate strategic options. Please revise the "Overview" section of the Summary to
provide prominent and updated disclosure about the status of your operations and the
nature, timing and status of the strategic review process.
Transactions with Atalaya and Polar, page 2
2.We note your response to prior comment 1; however, we are unable to concur with your
analysis that the Sellers are not "underwriters” within the meaning of the Securities Act of
1933, as amended. As such, we reissue prior comment 1.

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 June 28, 2024 Page 2
 FirstName LastName
Marc Forth
AEON Biopharma, Inc.
June 28, 2024
Page 2
3.We note your response to prior comment 2. Please revise to identify which party or parties
negotiated to have the offset provision included in the arrangement and their reason(s) for
doing so.
4.We note the information contained in your response to prior comment 3. Please revise to
disclose that the ACM Investor resold the 236,236 shares following the business
combination.
            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.
            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

United States securities and exchange commission logo
June 27, 2024
Marc Forth
Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
File No. 1-40021
Dear Marc Forth:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Explanatory Note
Clawback Policy Considerations, page 1
1.We note that in 2023 your executive officers received bonuses based on the achievement
of key performance indicators as determined by your board of directors.  We also note the
statement that you performed a recovery analysis and determined there was no incentive-
based compensation tied to financial performance for any of our executive officers during
the relevant recovery period.  Please briefly explain to us why application of the recovery
policy resulted in this conclusion.  See Item 402(w)(2) of Regulation S-K.
2.It appears that you have not provided your disclosure about your recovery analysis in an
Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR
Filer Manual.  In future filings where you conduct a recovery analysis, please also include
the interactive data.
            In closing, 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

 FirstName LastNameMarc  Forth
 Comapany NameAEON Biopharma, Inc.
 June 27, 2024 Page 2
 FirstName LastName
Marc  Forth
AEON Biopharma, Inc.
June 27, 2024
Page 2
absence of action by the staff.
            Please contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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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

  FIRM / AFFILIATE OFFICES

  Austin
  Milan

  Beijing
  Munich

  Boston
  New York

  Brussels
  Orange County

  Century City
  Paris

  May 31, 2024
  Chicago
  Riyadh

  Dubai
  San Diego

  Düsseldorf
  San Francisco

  Frankfurt
  Seoul

  Hamburg
  Silicon Valley

  Hong Kong
  Singapore

  Houston
  Tel Aviv

  London
  Tokyo

  Los Angeles
  Washington, D.C.

  Madrid

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: Joe McCann

    Lauren Sprague Hamill

 Re: AEON Biopharma, Inc.

                                            Amendment No. 3 to the Registration Statement on Form S-1

    Filed April 2, 2024

    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. 4 to the Company’s Registration
Statement on Form S-1 (“Amendment No. 4”). 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”), an Amendment No. 2 to the Original
Filing on November 24, 2023 (“Amendment No. 2”), and an Amendment No. 3 to the Original Filing
on April 2, 2024 (“Amendment No. 3”). Amendment No. 4 has been revised to reflect the Company’s
responses to the comment letter to Amendment No. 3 received on April 30, 2024 (the “Letter”) from
the staff of the Commission (the “Staff”).

For
ease of review, we have set forth below each of the numbered comments of the 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. 4
and all references to page numbers in such responses are to page numbers in Amendment No. 4.

    May 31, 2024

    Page 2

Cover Page

 1. We
                                            note your response to prior comment 1. Based on the revised disclosures concerning the termination
                                            of the Forward Purchase Agreements as of March 18, 2024, it now appears that the Sellers
                                            are retaining the shares under the FPA Funding Amount Subscription Agreements and are not
                                            required to make any cash payments as consideration for these shares. In addition, we
                                            note the circumstances under which the New Money PIPE Shares were issued to the Sellers,
                                            including, without limitation, (i) cross-conditioning the issuance of the New Money
                                            PIPE Shares and the execution of the original FPA Agreements, (ii) entry into the
                                            Letter Agreements, which were "designed to limit the Seller’s exposure to downside
                                            risk" in purchasing the New Money PIPE Shares, (iii) the Company’s arrangement
                                            with ACM whereby ACM purchased shares in the open market to facilitate the Closing and in
                                            exchange received a significant discount on the price paid for the New Money PIPE Shares.
                                            Please revise the registration statement to identify ACM and Polar as underwriters and state
                                            that such underwriters will resell their shares at a fixed price. For additional guidance, refer
                                            to Securities Act Rules C&DI 612.09.

Response:
The Company respectfully acknowledges the Staff’s comment, but believes that the facts do not support an assertion that ACM and
Polar are acting as underwriters.

Each of ACM Investor and Polar paid
$3.5 million for the purpose of acquiring the shares represented by the New Money PIPE Subscription Agreements, with a purchase price
of $7.00 per share (see the recitals and Section 2(b) of the New Money PIPE Subscription Agreements, filed as Exhibits 10.26
and 10.27 to Amendment No. 4), although the Sponsor agreed to provide downside protection for the shares purchased pursuant to the
New Money PIPE Subscription Agreement to a price of $5.00 per share through the delivery of Additional Founder Shares held by such Sponsor
in the event that the average price per share at which shares of Common Stock purchased pursuant to the New Money PIPE Subscription Agreements
that are transferred is less than $7.00 per share. As disclosed in the first paragraph under the heading “Letter Agreements”
on page 4, the Company will not experience any economic benefit or risk from such transfer of Additional Founder Shares. The amount
paid under the New Money PIPE Subscription Agreements was fully at risk and ACM Investor and Polar are likely to be at a loss on the
purchases based on the Company’s latest stock price of $1.44 as of May 30, 2024.

In addition, pursuant to the terms
of the FPA Funding Amount PIPE Subscription Agreements, ACM and Polar purchased the shares acquired under such subscription agreements
in July 2023 for a purchase price of $10.00 per share (see the recitals and Section 2(b) of the FPA Funding Amount PIPE
Subscription Agreements, filed as Exhibits 10.24 and 10.25 to Amendment No. 4). Even accounting for the shares of Common Stock retained
by ACM and Polar in connection with the cancelation of the Forward Purchase Agreements, ACM and Polar each paid approximately $0.95 per
share for the shares of Common Stock under the New Money PIPE Subscription Agreements and FPA Funding Amount PIPE Subscription Agreements,
for which they are each at risk. Thus, ACM and Polar each acquired the various shares pursuant to these subscription agreements for significant
consideration for which they were at market risk, with a minimal amount of downside risk protection from $7.00 per share to $5.00 per
share for a portion of the shares that they each acquired. Furthermore, such purchases of the shares were separate transactions from
the hedge transaction from the now-terminated OTC Equity Prepaid Forward Transactions contemplated by the Forward Purchase Agreements,
under which (if such agreements had not been terminated) neither ACM nor Polar ever had any obligation to make sales of any shares to
any party (including open market sales to third parties), but for which they potentially were obligated to pay additional cash amounts
in settlement of the hedge transaction to the Company, further subjecting them to market risk from the hedge transaction in addition
to the market risk from the significant consideration paid to acquire shares pursuant to the various subscription agreements.

    May 31, 2024

    Page 3

Applying the
factors set forth in Securities Act Rules C&DI 612.09, the registration of the sale of the shares acquired by ACM, ACM Investor
and Polar, pursuant to the New Money PIPE Subscription Agreements and FPA Funding Amount PIPE Subscription Agreements, should be considered
a registration of secondary offerings by ACM, ACM Investor and Polar. In the event of a sale by ACM, ACM Investor or Polar, the proceeds
of such sale will remain with the Seller, and the Company will receive no portion of the proceeds. Although the Company acknowledges
that C&DI 612.09 does not consider this fact dispositive, the Company believes the other considerations under C&DI 612.09 also
support the conclusion that such sales would constitute a secondary offering. First, these shares were purchased by ACM, ACM Investor
and Polar over ten months ago. Second, as discussed above, each of ACM, ACM Investor and Polar paid significant consideration for the
shares with only $2.00 per share downside risk protection (the difference between the initial purchase price of $7.00 per share and $5.00
per share) from a third party stockholder for a portion of the shares; subjecting each of ACM, ACM Investor and Polar to market risk
with respect to the shares that were acquired. Third, the relationship between the Company and each of ACM, ACM Investor and Polar was
solely as reflected in the transactions entered into for the New Money PIPE Subscription Agreements, FPA Funding Amount PIPE Subscription
Agreements and Forward Purchase Agreements, and none of ACM, ACM Investor or Polar are in the business of underwriting securities. Nor
did ACM, ACM Investor or Polar act as a conduit for the Company, having acquired the shares from the Company at a fixed purchase price
that was paid in July 2023 and for which each of them has borne market risk for over ten months. Finally, the number of shares acquired
by ACM, ACM Investor and an affiliated entity pursuant to the subscription agreements was 3,675,000 shares of Common Stock, and the number
of shares acquired by Polar pursuant to the subscription agreements was 3,675,00 shares of Common Stock, each constituting less than
9.9% of the beneficial ownership of the Company’s Common Stock. None of these facts or considerations indicate that future sale
of shares by ACM, ACM Investor or Polar that were acquired in July 2023 would constitute a primary offering by the Company.

Transactions with Atalaya and Polar, page 2

 2. We note your response to prior
                                            comment 5, which we reissue in part. Explain why it was necessary or preferential from
                                            Priveterra's perspective that ACM Investor purchase the 236,236 existing shares from
                                            redeeming Priveterra shareholders rather than pay $2.5 million to the Company in consideration
                                            of the new shares issued in the PIPE. With reference to your statement indicating that the
                                            Company received the same economic benefit under this credit arrangement, please revise to
                                            disclose, if true, that Priveterra would have had 236,236 fewer shares outstanding if ACM
                                            Investor had delivered $2.5 million in funds directly to Priveterra, as would be the case
                                            in a standard PIPE investment.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 3, 4 and 81.

    May 31, 2024

    Page 4

 3. We note your response to prior
                                            comment 6; however, we are unable to locate responsive disclosure on page 3 as stated
                                            in your response letter. Please revise the second paragraph under the heading to clarify
                                            the financial benefits that ACM Investor received through the arrangement. In this regard,
                                            it appears that ACM received $2.5 million worth of new shares from the company and sold the
                                            236,236 shares on the open market, potentially at an additional profit.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 3, 4 and 81. The Company
also notes that, as disclosed in the first paragraph under the heading “New Money PIPE Subscription Agreements” on
page 3, the financial benefit to ACM Investor from the disclosed arrangement was that, by not redeeming the 236,236 shares of Priveterra
Class A Common Stock, which were previously elected to be redeemed (the “redeemed shares”), ACM Investor
was able to use the redemption value of those redeemed shares to purchase shares under the New Money PIPE Subscription Agreement.
If ACM Investor would have redeemed those redeemed shares, as it was entitled to do, and received the redemption price, then it would
have received $2.5 million for such redemption, which it could have then used to pay for the purchase of the shares purchased under its
respective New Money PIPE Subscription Agreement.  Instead, ACM Investor paid this value to the Company by not redeeming those redeemed
shares and allowing the Company to receive the cash for this non-redemption from the Trust Account. Furthermore, the Company does
not know the price at which the shares were sold by ACM Investor, but understands that the sale occurred after the Closing at a per share
price that was less than the redemption price for which ACM Investor could have redeemed these shares, resulting in ACM Investor remaining
at market risk for the full number of shares which ACM Investor acquired pursuant to its respective New Money PIPE Subscription Agreement.

 4. With respect to your discussion
                                            of the FPA Termination Agreements on pages 2 and 3, please revise here and
                                            elsewhere as appropriate to disclose: (i)  the reason(s) why the Company negotiated
                                            the Termination Agreements with Sellers; and (ii) all material terms of the Termination
                                            Agreements, including but not limited to the Damages Deadline and the liquidated damages
                                            provisions.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 3, 66 and 72.

Letter Agreements, page 3

 5. We note your revisions in response
                                            to prior comment 10. Please further revise to clarify whether the Sellers have become
                                            entitled to, and/or received, any additional shares of common stock from the Sponsor
                                            based on the terms of the Letter Agreements, including but not limited to the make-whole
                                            provisions. If so, summarize any additional share issuances or transfers made under
                                            the Letter Agreements, and explain how the amounts were determined.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 4 and 82.

AEON Biopharma, Inc. Financial Statements for Fiscal Year
Ended December 31, 2023, page F-1

    May 31, 2024

    Page 5

 6. We
                                            have considered your accounting conclusion regarding the presentation of certain costs or
                                            expenditures related to the acquisition of AEON Biopharma, Inc. by Priveterra Acquisition
                                            Corp. "on the line." We have considered the information provided in your
                                            comment letter responses during 2023 and 2024, as well as the information conveyed during
                                            our conference call on December 11, 2023. We believe that under ASC 805, there
                                            is an initial recognition of your IPR&D asset in the opening balance sheet of the successor
                                            period. Any subsequent charge related to the IPR&D asset should be recognized in
                                            the successor period consolidated statement of operations. As a result, we are unable
                                            to concur with your presentation of the write-off of in-process research and development

United States securities and exchange commission logo
April 30, 2024
Marc Forth
Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed April 2, 2024
File No. 333-274094
Dear Marc Forth:
            We have conducted a limited review of your 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.
Amendment No. 3 to Form S-1 filed April 2, 2024
Cover Page
1.We note your response to prior comment 1. Based on the revised disclosures concerning
the termination of the Forward Purchase Agreements as of March 18, 2024, it now
appears that the Sellers are retaining the shares under the FPA Funding Amount
Subscription Agreements and are not required to make any cash payments as
consideration for these shares. In addition, we note the circumstances under which the
New Money PIPE Shares were issued to the Sellers, including, without limitation, (i)
cross-conditioning the issuance of the New Money PIPE Shares and the execution of the
original FPA Agreements, (ii) entry into the Letter Agreements, which were "designed to
limit the Seller’s exposure to downside risk" in purchasing the New Money PIPE
Shares, (iii) the Company’s arrangement with ACM whereby ACM purchased shares in
the open market to facilitate the Closing and in exchange received a significant discount
on the price paid for the New Money PIPE Shares. Please revise the registration statement

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 April 30, 2024 Page 2
 FirstName LastNameMarc Forth
AEON Biopharma, Inc.
April 30, 2024
Page 2
to identify ACM and Polar as underwriters and state that such underwriters will resell
their shares at a fixed price. For additional guidance, refer to Securities Act Rules
C&DI 612.09.
Transactions with Atalaya and Polar, page 2
2.We note your response to prior comment 5, which we reissue in part. Explain why it was
necessary or preferential from Priveterra's perspective that the ACM Investor purchase the
236,236 existing shares from redeeming Priveterra shareholders rather than pay $2.5
million to the Company in consideration of the new shares issued in the PIPE. With
reference to your statement indicating that the Company received the same economic
benefit under this credit arrangement, please revise to disclose, if true, that Priveterra
would have had 236,236 fewer shares outstanding if the ACM Investor had delivered $2.5
million in funds directly to Priveterra, as would be the case in a standard PIPE investment.
3.We note your response to prior comment 6; however, we are unable to locate responsive
disclosure on page 3 as stated in your response letter. Please revise the second paragraph
under the heading to clarify the financial benefits that the ACM Investor received through
the arrangement. In this regard, it appears that ACM received $2.5 million worth of new
shares from the company and sold the 236,236 shares on the open market, potentially at an
additional profit.
4.With respect to your discussion of the FPA Termination Agreements on pages 2 and
3, please revise here and elsewhere as appropriate to disclose: (i)  the reason(s) why the
Company negotiated the Termination Agreements with Sellers; and (ii) all material terms
of the Termination Agreements, including but not limited to the Damages Deadline and
the liquidated damages provisions.
Letter Agreements, page 3
5.We note your revisions in response to prior comment 10. Please further revise to clarify
whether the Sellers have become entitled to, and/or received, any additional shares of
common stock from the Sponsor based on the terms of the Letter Agreements, including
but not limited to the make-whole provisions. If so, summarize any additional
share issuances or transfers made under the Letter Agreements, and explain how the
amounts were determined.
AEON Biopharma, Inc. Financial Statements for Fiscal Year Ended December 31, 2023, page F-
1
6.We have considered your accounting conclusion regarding the presentation of certain
costs or expenditures related to the acquisition of AEON Biopharma, Inc. by Priveterra
Acquisition Corp. "on the line." We have considered the information provided in your
comment letter responses during 2023 and 2024, as well as the information conveyed
during our conference call on December 11, 2023. We believe that under ASC 805, there
is an initial recognition of your IPR&D asset in the opening balance sheet of the successor

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 April 30, 2024 Page 3
 FirstName LastName
Marc Forth
AEON Biopharma, Inc.
April 30, 2024
Page 3
period. Any subsequent charge related to the IPR&D asset should be recognized in the
successor period consolidated statement of operations. As a result, we are unable to
concur with your presentation of the write-off of in-process research and development
(IPR&D) "on the line." Please revise your financial statements as applicable.

            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.
            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

CORRESP
1
filename1.htm

    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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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

CORRESP
1
filename1.htm

    650 Town Center
    Drive, 20th Floor

    Costa Mesa, California
    92626-1925

    Tel: +1.714.540.1235
    Fax: +1.714.755.8290

    www.lw.com

    FIRM
    / AFFILIATE OFFICES

    Austin
    Milan

    Beijing
    Munich

    Boston
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    Brussels
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    Century City
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    February 27, 2024
    Chicago
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    Dubai
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    Düsseldorf
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    Frankfurt
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    Hamburg
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    Hong Kong
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    VIA EDGAR
    Los Angeles
    Washington, D.C.

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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

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

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 December 19, 2023 Page 2
 FirstName LastNameMarc Forth
AEON Biopharma, Inc.
December 19, 2023
Page 2
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

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 December 19, 2023 Page 3
 FirstName LastNameMarc Forth
AEON Biopharma, Inc.
December 19, 2023
Page 3
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

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 December 19, 2023 Page 4
 FirstName LastNameMarc Forth
AEON Biopharma, Inc.
December 19, 2023
Page 4
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

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 December 19, 2023 Page 5
 FirstName LastName
Marc Forth
AEON Biopharma, Inc.
December 19, 2023
Page 5
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

CORRESP
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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: Lauren Sprague Hamill

  Joe McCann

 Re: AEON Biopharma, Inc.

                                            Amendment No. 1 to the Registration Statement on Form S-1
Filed
                                            October 23, 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. 2 to the Company’s Registration
Statement on Form S-1 ( “Amendment No. 2”). The Company previously filed a Registration Statement
on Form S-1 with the Commission on August 18, 2023 (the “Original Filing”) and an Amendment
No. 1 to the Original Filing on October 23, 2023 (“Amendment No. 1”). Amendment No. 2 has
been revised to reflect the Company’s responses to the comment letter to Amendment No. 1 received on November 15, 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. 2
and all references to page numbers in such responses are to page numbers in Amendment No. 2.

November 22, 2023

Page 2

Cover Page

 1. Please revise your cover page and
                                            plan of distribution to identify each of (i) ACM ARRT J LLC and (ii) Polar
                                            Multi-Strategy Master Fund as underwriters. Refer to Section 2(a)(11) of the
                                            Securities Act.

Response:

The Company
respectfully acknowledges the Staff’s comment, but respectfully advises the Staff that the Subscribers believe that ACM ARRT J
LLC (“ACM ARRT J”) and Polar Multi-Strategy Master Fund (“Polar”, and collectively with ACM
ARRT J, the “Subscribers”) are not underwriters for the reasons set forth below.

Subscription Agreements

On June 29, 2023, the Company, when it was known as Priveterra Acquisition
Corp., and AEON Biopharma Sub, Inc. (f/k/a AEON Biopharma, Inc.) (“Old AEON”) entered into separate subscription agreements
(the “FPA Funding Amount Subscription Agreements”) with each of the Subscribers. Pursuant to the terms of the respective
FPA Funding Amount Subscription Agreements, the Subscribers purchased an aggregate of 6,275,000 shares of Priveterra’s Class A Common
Stock, par value $0.0001 per share (“Priveterra Class A Common Stock”), with Polar purchasing 3,175,000 shares of Priveterra
Class A Common Stock and ACM ARRT J purchasing 3,100,000 shares of Priveterra Class A Common Stock.

Each of the FPA Funding Amount Subscription Agreements contained representations
and warranties from the Subscribers. These representations and warranties included that each Subscriber (i) is a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)), an institutional
“accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act), or an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is acquiring the shares only for its own account and
not for the account of others, or if Subscriber is subscribing for the shares as a fiduciary or agent for one or more investor accounts,
each owner of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act) and Subscriber has sole investment discretion with respect
to each such account, and the full power and authority to make the acknowledgements, representations and agreements therein on behalf
of each owner of each such account, and (iii) is not acquiring the shares with a view to, or for offer or sale in connection with, any
distribution thereof in violation of the Securities Act. Furthermore, each Subscriber acknowledged and agreed that the shares may not
be offered, resold, transferred, pledged or otherwise disposed of by such Subscriber absent an effective registration statement under
the Securities Act, except (i) to the Company or a subsidiary thereof, (ii) pursuant to an applicable exemption from the registration
requirements of the Securities Act, and, in each of clauses (i)-(ii), in accordance with any applicable securities laws of the states
and other jurisdictions of the United States, and that the shares will be subject to these securities law transfer restrictions, and as
a result of these transfer restrictions, such Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose
of the shares and may be required to bear the financial risk of an investment in the shares for an indefinite period of time. Each Subscriber
also acknowledged and agreed that the Shares will not be immediately eligible for offer, resale, transfer, pledge or disposition pursuant
to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least one year following the filing of certain
required information with the Commission after the closing of the business combination between the Company and Old AEON (the “Closing”).
The FPA Funding Amount Subscription Agreements further obligated the Company to file a registration statement registering the resale of
the shares issued to each of the Subscribers pursuant to the terms of the FPA Funding Amount Subscription Agreements, with such registration
statement serving as a registration statement for the purposes of clause (ii) two sentences above. The pending registration statement
on Form S-1 that is the subject of this letter is the registration statement seeking to register the resale of the shares issued to each
of the Subscribers pursuant to the terms of the FPA Funding Amount Subscription Agreements.

November 22, 2023

Page 3

In accordance with the representations and warranties set forth in
the FPA Funding Amount Subscription Agreements, each of the Subscribers are not underwriters as such term is defined in Section 2(a)(11)
of the Securities Act, as neither of the Subscribers has purchased from the issuer with a view to, or offers or sells for the issuer in
connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking,
or participates or has a participation in the direct or indirect underwriting of any such undertaking. Furthermore, if the one-year time
period for Rule 144 to be available for a business combination involving a special purpose acquisition company had already occurred, then
Rule 144 would be available to determine that neither of the Subscribers is engaged in a distribution if such Subscriber were to make
sales of the shares, and that therefore, neither of the Subscribers is an underwriter. First, neither of the Subscribers is an affiliate
of the Company as such term is defined in Rule 144, as neither of the Subscribers is a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common control with, the Company. Second, neither of the Subscribers
has been an affiliate of the Company during the preceding three months, during which time the Company has been subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such,
pursuant to Rule 144, to the extent that the Company has been current in the filing of all required reports under Section 13 or 15(d)
of the Exchange Act for the prior 12 months, which would be the case if Rule 144 were currently available, and at least 6 months’
time had elapsed since the time that the Subscribers acquired the shares, which would also be the case if Rule 144 were currently available,
each of the Subscribers would be able to avail themselves of the safe harbor to determine that they should not be deemed an underwriter.
That the Subscribers have requested that the Company register for resale the shares on a registration statement on Form S-1 prior to the
availability of Rule 144 should not lead to a different result as the Subscribers are not engaged in a distribution of the shares purchased
by each of them pursuant to the terms of the FPA Funding Amount Subscription Agreements.

Forward Purchase Agreements

In addition to
the FPA Funding Amount Subscription Agreements, on June 29, 2023, the Company and Old AEON entered into a Confirmation of an OTC Equity Prepaid Forward Transaction with each of the Subscribers (each Confirmation, a “Forward
Purchase Agreement”). Pursuant to the terms of each Forward Purchase Agreement, the Company has pre-paid each Subscriber
for the purchase from the Subscriber of such number of shares as is the subject of each Forward Purchase Agreement, with the
settlement of the forward purchase from the Subscriber to occur two years after the Closing, unless the time for settlement is
accelerated under the terms of the Forward Purchase Agreement. Furthermore, although these are forward purchase arrangements, rather
than a physical settlement in which the shares that are the subject of each Forward Purchase Agreement are delivered to the Company
by a Subscriber, each Forward Purchase Agreement provides that the Subscriber will cash settle the contractual obligation and
deliver a specified amount based upon the value of the shares following the settlement date under the Forward Purchase Agreement.
The settlement amounts payable under each Forward Purchase Agreement are not linked to the proceeds from any sales of shares or the
timing of any such sales. The Forward Purchase Agreements do not require that any sales be made by the Subscribers, including for
paying the cash settlement amount due at the end of the valuation period following the settlement date. Rather, whether sales of
shares are made at any time by either Subscriber and a Subscriber’s use of any such proceeds are subject to the sole
discretion of the Subscriber.

November 22, 2023

Page 4

Each Subscriber may, but is not obligated to, sell any shares that
it holds at its sole discretion in one or more transactions, public or private, with each Subscriber making all decisions about the timing,
size and prices of any such sales independent of the Company. Furthermore, any economic benefits from the sale of any shares of Common
Stock that a Subscriber may make would be solely for the benefit of such Subscriber, and the Company will not be entitled to receive any
of the proceeds of such sales. For these reasons, the Company respectfully submits that neither Subscriber is acting on behalf of the
Company to the extent that a Subscriber exercises its discretion to sell such shares that it may hold. There are precedent transactions
involving similar forward purchase agreement structures in which sales that are made by the holders of the shares, to the extent that
such shares are acquired as unrestricted shares that are tradable without restriction, are treated as exempt from registration under Section
5 pursuant to Section 4(a)(1) or 4(a)(3), as applicable, and no additional registration statement is required in connection with the making
of such sales. The Company believes that the same conclusion should apply here that the Forward Purchase Agreements in and of themselves
should not require a registration of shares in order for the Subscribers to be able to make sales at their individual discretion. Rather,
the only reason why any registration statement should be necessary is to the extent that the shares being sold are restricted securities
because such shares were acquired pursuant to the FPA Funding Amount Subscription Agreements (until Rule 144 or another exemption is available
as discussed above), since a resale registration statement would be necessary for a Subscriber to exercise its discretion and sell any
shares. However, the act of seeking to have a resale registration statement that can be used for making sales of restricted securities
should not give rise to a determination that a distribution is occurring or that the Subscribers are underwriters.

No-Action Letters

As further support for the position that the Subscribers are not underwriters,
please consider two interpretive no-action requests pertaining to dynamic hedging sales. In the first, Goldman Sachs & Co. (“Goldman”)
submitted an interpretive request to the Staff on October 6, 2003, related to the offer and sale of equity securities underlying a forward
or option-based contract registered under Section 5 of the Securities Act. This interpretive request and the Staff’s response to
the request, dated October 9, 2003, are referred to herein as the “2003 Registered Hedging Letter.” In the second,
Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Inc. (“Bank of America Merrill Lynch”) submitted an
interpretive request to the Staff on November 30, 2011, related to holders of “restricted securities,” which satisfy the holding
period required by Rule 144(d) under the Securities Act or affiliate of the issuer of the securities (i.e., a holder of “control
securities” eligible for resale pursuant to Rule 144) using forward or option-based derivative contracts to sell shares pursuant
to Rule 144. This interpretive request and the Staff’s response to this request, dated on December 1, 2011, are referred to herein
as the “2011 Rule 144 Hedging Letter.”

In the 2003 Registered Hedging Letter, Goldman contemplated a forward
or option-based contract with an issuer whereby it would purchase from the issuer shares that would be registered under Section 5 of the
Securities Act, but there were a maximum number of such shares that would be purchased from the issuer. Goldman also contemplated being
able to sell that maximum number of shares and deliver prospectuses in connection with such sales. However, Goldman also contemplated
that subsequent to the sale of the maximum number of shares, it could sell and purchase additional shares as dynamic adjustments to its
hedge position, and no prospectus would be delivered in connection with these sales. Goldman would conduct its dynamic hedging sale and
purchase activity in its sole discretion, making all decisions about the timing, size and prices of those sales and purchases independently
of the issuer. The terms of the contract with the issuer would not be based on the sales and purchase prices of any such dynamic hedging
transactions nor would the issuer have an economic interest in those sales and purchases. Based on the facts presented by Goldman, the
Staff expressed its views that the existence of a forward or option-based contract between an issuer and Goldman would not affect an exemption
otherwise available to Goldman from the registration requirement under the Securities Act for offers and sales of shares exceeding the
maximum number of shares purchased from the issuer in connection with its dynamic hedging activities relating to its exposure under the
contract assuming that shares from the issuer are not used to settle any suc

United States securities and exchange commission logo
November 15, 2023
Marc Forth
Chief Executive Officer
AEON Biopharma, Inc.
5 Park Plaza, Suite 1750
Irvine, CA 92614
Re:AEON Biopharma, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 23, 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 September 7, 2023, letter.
Amendment No. 1 to Form S-1 filed October 23, 2023
Cover Page
1.Please revise your cover page and plan of distribution to identify each of (i) ACM ARRT
J LLC and (ii) Polar Multi-Strategy Master Fund as underwriters. Refer to Section
2(a)(11) of the Securities Act.
2.We note your response to our prior comment 1, which we reissue with respect to the
Sponsor. Please further revise your cover page to clarify the number of shares of common
stock being registered that were originally purchased by the Sponsor or that underlie
warrants held by the Sponsor, and the initial purchase price paid by the Sponsor for its
Founder Shares prior to Priveterra's initial public offering.

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 November 15, 2023 Page 2
 FirstName LastNameMarc Forth
AEON Biopharma, Inc.
November 15, 2023
Page 2
Prospectus Summary
Transactions with Atalaya and Polar, page 1
3.Revise your future filings, including this registration statement and future ’34 Act filings,
to clearly quantify the amount of the loss that was recorded “on the line” versus the
amount recognized in your Statement of Operations due to subsequent change in the fair
value of the derivative. Please also revise to identify the reasons behind such changes in
fair value.
4.We note your statement on pages 62 and 88 that one of the reasons that Priveterra and Old
AEON entered into the Forward Purchase Agreements was to obtain the New Money
PIPE Investment of $7.0 million which was required to satisfy the minimum cash
condition under the Business Combination Agreement and to ensure that AEON would
comply with NYSE American listing standards, including with respect to the sufficiency
of AEON's liquidity. Please revise the Summary to clearly disclose the contingent
relationship between the New Money PIPE Investment and the Forward Purchase
Agreements.
5.You state that Priveterra and Old AEON entered into the Forward Purchase Agreements in
part to "have access to potential proceeds that may be provided under the Forward
Purchase Agreements and related FPA Funding Amount Subscription Agreements."
Please balance this statement by clarifying that AEON has not had access to the $66.7
million since the closing date of the Business Combination, and, in plain English, explain
the limited circumstances under which the company may have access to any proceeds
under these agreements.
6.Revise here and elsewhere, as appropriate, to prominently disclose that there is no
arrangement or requirement for the Sellers to hold the $66.7 million Prepayment
Amount in escrow, trust, or any similar arrangement until the Forward Purchase
Agreements have settled. Please also disclose the attendant risks stemming from the lack
of such an arrangement.
Risk Factors
Our management has concluded that uncertainties around our ability to raise additional capital
raise substantial doubt..., page 9
7.We note that management has concluded that there is substantial doubt about AEON's
ability to continue as a going concern. Please describe the potential effect that this
conclusion may have on your ability to raise additional funds through equity or debt
financing, as well as the potential terms of any such financings. In this regard, we note
that under the terms of the Forward Purchase Agreements, the Reset Price over 24 months
following the closing of the Business Combination may be impacted by the price at which
shares of your common stock could be sold through a potential public or private equity
offering.

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 November 15, 2023 Page 3
 FirstName LastNameMarc Forth
AEON Biopharma, Inc.
November 15, 2023
Page 3
Sales of a substantial number of our securities in the public market by the Registered Holders...,
page 48
8.We note your revisions in response to our prior comment 5, which we reissue with respect
to securities being registered for resale that were originally purchased by the
Sponsor. Please further revise your risk factor beginning on page 48 to disclose the
purchase price paid by the Sponsor for the Founder Shares and the percentage of
outstanding Class A Common Stock that these shares currently represent.
Liquidity and Capital Resources, page 81
9.Please revise this section as follows:
•Disclose, if true, whether your principal uses of cash since the closing of the Business
Combination have included payments due under the Forward Purchase Agreements,
and specify such amounts paid.
•Disclose here, and elsewhere as appropriate, the percentage of public holders of
Priveterra Class A common stock that exercised their right to redeem their shares for
cash, the resulting aggregate redemption payment from Priveterra's trust account, and
the date such redemption payments were made.  Following these investor
redemptions, disclose the aggregate amount of proceeds the company received from
the Priveterra trust account upon the closing of the Business Combination, after
accounting for the aggregate payment of the $66.7 million Prepayment Amount to the
FPA Sellers under the Forward Purchase Agreements and any payments related to the
Recycled Shares.
10.You state that as of the date of this prospectus, you only have sufficient cash to fund
your operating plan through mid-December 2023, that you are actively attempting to
secure additional capital, and that you may sell common stock or other securities in one or
more transactions at a price that is less than the price per share paid by current public
stockholders. Please revise here, and elsewhere as appropriate, to discuss the potential
effect of the Forward Purchase Agreements on your ability to raise additional capital. In
this regard we note that reset provisions in the FPAs may be triggered in the event the
company undertakes to raise additional capital. Explain the potential impact to the
company and its liquidity and capital needs in the event there is a reduction or elimination
of the Reset Price Floor, including the potential impact that a downward reset could have
on the company's ability to access the Prepayment Amount.
General
11.Please revise your disclosure on pages 2, 61-62, 77, and 86-88, to include a plain English
description of the OTC Equity Prepaid Forward Transactions contemplated by the
Forward Purchase Agreements ("FPAs") with the Sellers. In your revisions, please
specifically address issues including, but not limited to, the following
•Disclose the attendant risks and benefits to each of the company and the Sellers based
upon how the FPAs operate.

 FirstName LastNameMarc Forth
 Comapany NameAEON Biopharma, Inc.
 November 15, 2023 Page 4
 FirstName LastName
Marc Forth
AEON Biopharma, Inc.
November 15, 2023
Page 4
•Explain whether, and if so to what extent, entering into the FPAs helped ensure that
the Business Combination closed and/or that Priveterra's initial listing application
with the NYSE American was approved. Describe the purpose and effect of (i) the
Sellers' purchase of the Recycled Shares prior to the Closing and (ii) the Sellers'
purchase of 6,275,000 shares of New AEON Class A Common Stock from the issuer.
•Clarify how the FPAs have operated to date. Disclose the amount of cash and
securities each party has received under the terms of the FPAs, when such cash or
securities was received, and how such amounts were determined.
•Provide examples of how the FPAs may operate prior to settlement, including how
and when the company and the Sellers may receive securities or cash. Explain how
the timing and terms of any cash settlement payments under the FPAs will depend on
AEON's stock price performance. Include best case scenarios 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. In
this regard, it may be useful to provide 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 how such amounts will be
determined.
•Disclose whether, and if so how, the FPAs constitute a hedging strategy for the
Sellers.
•Explain how the FPAs will operate in the event of the company's bankruptcy or a
change of control.

            Please contact Lauren Hamill at 303-844-1008 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Hanzich

CORRESP
1
filename1.htm

    650 Town Center Drive, 20th Floor

    Costa Mesa, California  92626-1925

    Tel: +1.714.540.1235  Fax: +1.714.755.8290

    www.lw.com

    FIRM / AFFILIATE OFFICES

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    October 20, 2023
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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.

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

United States securities and exchange commission logo
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

CORRESP
1
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Priveterra Acquisition Corp.

300 SE 2nd Street, Suite 600

Fort Lauderdale, Florida 33301

May 11, 2023

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

Attention: Tracie Mariner, Kevin Vaughn, Cindy Polynice and Joe McCann

 Re: Priveterra Acquisition Corp.

    Registration Statement on Form S-4

    File No. 333-269006

Dear Ms. Mariner, Mr. Vaughn, Ms. Polynice and
Mr. McCann:

In accordance with Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form
S-4 (Registration No. 333-269006) (the “Registration Statement”) of Priveterra Acquisition Corp. (the “Company”).
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on May 12, 2023, or as
soon as practicable thereafter.

Please do not hesitate to
contact W. Soren Kreider IV of Davis Polk & Wardwell LLP at (212) 450-4387, or w.soren.kreider @davispolk.com with any questions or
comments with respect to this letter.

Thank you for your assistance in this matter.

[Signature Page Follows]

    Very truly yours,

    Priveterra Acquisition Corp.

    By:
    /s/ Oleg Grodnensky

    Oleg Grodnensky

    Chief Operating Officer

cc: W. Soren Kreider IV, Davis Polk & Wardwell LLP

  Lee Hochbaum, Davis Polk & Wardwell
LLP

  B. Shayne Kennedy, Latham & Watkins
LLP

  J. Ross McAloon, Latham & Watkins
LLP

CORRESP
1
filename1.htm

W. Soren Kreider IV
 +1 212 450 4387
 w.soren.kreider@davispolk.com
Davis Polk & Wardwell llp
 450 Lexington Avenue
 New York, NY 10017
 davispolk.com

May 9, 2023

    Re:
     Priveterra Acquisition Corp.

    Registration Statement on Form S-4 Amendment No. 3

    Filed May 1, 2023

    File No. 333-269006

    CONFIDENTIAL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E., Washington, D.C. 20549

Attention: Tracie Mariner, Kevin Vaughn, Cindy Polynice and Joe McCann

Dear Ms. Mariner, Mr. Vaughn, Ms. Polynice and Mr. McCann:

On behalf of our client, Priveterra Acquisition Corp. (the “Company”),
this letter sets forth the Company’s response to the comments provided by the Staff (the “Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission in your letter dated May 8, 2023 (the “Comment Letter”),
relating to the Company’s registration statement on Form S-4 Amendment No. 3 (the “Registration Statement Amendment
3”), filed on May 1, 2023.

The Company has updated the Registration Statement Amendment 3 and
is filing a further amended registration statement on Form S-4 (the “Registration Statement Amendment 4”) together
with this response letter. The Registration Statement 4 also contains certain additional updates and revisions.

For the convenience of the Staff, each comment from the Comment Letter
is restated in italics prior to the Company’s response to such comment. All references to page numbers and captions in the
Staff’s comments correspond to pages and captions in the Registration Statement Amendment 3.

Amendment No. 3 on Form S-4
filed May 1, 2023

Questions and Answers About the Proposals, page xiii

 1. With reference to your disclosures on page ix and
                                            at the bottom of page 4, please revise the Q&A, Risk Factor and Summary Risk Factor
                                            sections to highlight risks and uncertainties concerning the Closing Cash condition, potential
                                            financing agreements, and the combined company’s ability to fund its operations to
                                            September 30, 2023 and beyond. As applicable, discuss risks and uncertainties if
                                            shareholders are asked to make voting and redemption decisions without knowing the terms
                                            contained in Interim Financing Agreements and other financings conducted prior to closing. Discuss the
                                            combined company’s liquidity position and related risks in the event that the merger
                                            closes without Interim Financing Agreements and other financings in place.

Response: The Company respectfully acknowledges the Staff’s
comments and has revised the disclosure on pages x, xviii, xx, xxi, 31, 32, 72, 73, 77, 86, 87, and 116 of the Registration Statement
Amendment 4.

    U.S. Securities and Exchange Commission

*            *
  *

Please do not hesitate to contact the undersigned if you have any
questions regarding the foregoing or if we may provide any additional information.

Very truly yours,

    /s/ W. Soren Kreider IV

W. Soren Kreider IV

    cc:
    Oleg Grodnensky, Chief Operating Officer,

    Priveterra Acquisition Corp.

    Lee Hochbaum, Davis Polk & Wardwell LLP

    B. Shayne Kennedy, Latham & Watkins LLP

    J. Ross McAloon, Latham & Watkins LLP

    May 9, 2023  2

United States securities and exchange commission logo
May 8, 2023
Oleg Grodnensky
Chief Operating Officer and Chief Financial Officer
Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 660
Fort Lauderdale, FL 33301
Re:Priveterra Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed May 1, 2023
File No. 333-269006
Dear Oleg Grodnensky:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-4
Questions and Answers About the Proposals, page xiii
1.With reference to your disclosures on page ix and at the bottom of page 4, please revise
the Q&A, Risk Factor and Summary Risk Factor sections to highlight risks and
uncertainties concerning the Closing Cash condition, potential financing agreements, and
the combined company’s ability to fund its operations to September 30, 2023 and beyond.
As applicable, discuss risks and uncertainties if shareholders are asked to make voting and
redemption decisions without knowing the terms contained in Interim Financing
Agreements and other financings conducted prior to closing. Discuss the combined
company’s liquidity position and related risks in the event that the merger closes without
Interim Financing Agreements and other financings in place.
            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

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 May 8, 2023 Page 2
 FirstName LastName
Oleg Grodnensky
Priveterra Acquisition Corp.
May 8, 2023
Page 2
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.
            You may 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 Cindy Polynice at 202-551-8707 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       W. Soren Kreider IV, Esq.

CORRESP
1
filename1.htm

    W. Soren Kreider IV

    +1 212 450 4387

    w.soren.kreider@davispolk.com

    Davis Polk & Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    davispolk.com

May 1, 2023

Re: Priveterra Acquisition Corp.

Registration Statement
on Form S-4 Amendment No. 2

Filed March 10, 2023

File No. 333-269006

    CONFIDENTIAL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E., Washington, D.C. 20549

  Attention:
  Tracie Mariner, Kevin Vaughn, Cindy Polynice and Joe McCann

Dear Ms. Mariner, Mr. Vaughn, Ms. Polynice and Mr. McCann:

On behalf of our client, Priveterra Acquisition Corp. (the “Company”),
this letter sets forth the Company’s response to the comments provided by the Staff (the “Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission in your letter dated March 23, 2023 (the “Comment Letter”),
relating to the Company’s registration statement on Form S-4 Amendment No. 2 (the “Registration Statement Amendment 2”),
filed on March 10, 2023.

The Company has updated the Registration Statement Amendment 2 and
is filing a further amended registration statement on Form S-4 (the “Registration Statement Amendment 3”) together
with this response letter. The Registration Statement 3 also contains certain additional updates and revisions.

For the convenience of the Staff, each comment from the
Comment Letter is restated in italics prior to the Company’s response to such comment. All references to page numbers and captions
in the Staff’s comments correspond to pages and captions in the Registration Statement Amendment 2.

Amendment No. 2 on Form S-4
filed March 10, 2023

Financial Statements of Priveterra Acquisition Corp.

Note 6. Commitments and Contingencies, page F-17

 1. You disclose here that in November 2022 you recognized a gain of $3,767,400 in relation to the waiver of the deferred underwriter
fee allocated to the underwriter in the accompanying consolidated financial statements. You also disclose that an additional deferred
fee of $4,636,800 was waived on January 23, 2023. Your disclosures on page F-11 appear to indicate that your deferred underwriting costs
were originally charged to temporary equity or the consolidated statement of operations based on the relative value of the Public warrants.
Please address the following regarding the waiver of these deferred underwriting fees:

 · Tell us how you determined that reporting the waiver of these fees as a gain on your statement of operations is appropriate. Identify
the guidance on which you relied.

 · Tell how you determined that some or all of the waived fees should be reported as an adjustment to equity rather than a gain.

 · Tell us the extent to which the deferred underwriting fees that were subsequently waived were originally recorded as equity or
on your statement of operations.

 · Tell us how you considered the guidance of ASC 420-10-40-1 in your determination of how to account for and report the waiver of
these fees.

Response: The Company respectfully acknowledges the Staff’s comments
and has revised the disclosure on pages F-1 through F-15, F-21, F-25, and F-26 of the Registration Statement Amendment 3. Additionally, the Company amended their Form 10-K
with Amendment No. 1 which was filed on April 5, 2023.

    U.S.
    Securities and Exchange Commission

*            *
  *

Please do not hesitate to contact the undersigned if you have any questions
regarding the foregoing or if we may provide any additional information.

Very truly yours,

  /s/ W. Soren Kreider IV

W. Soren Kreider IV

 cc: Oleg Grodnensky, Chief Operating Officer,

Priveterra Acquisition
Corp.

Lee Hochbaum, Davis Polk & Wardwell
LLP

B. Shayne Kennedy, Latham & Watkins
LLP

J. Ross McAloon, Latham & Watkins
LLP

  May 1, 2023
  2

United States securities and exchange commission logo
March 23, 2023
Oleg Grodnensky
Chief Operating Officer and Chief Financial Officer
Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 660
Fort Lauderdale, FL 33301
Re:Priveterra Acquisition Corp.
Registration Statement on Form S-4 Amendment No. 2
Filed March 10, 2023
File No. 333-269006
Dear Oleg Grodnensky:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 27, 2023 letter.
Amendment No. 2 on Form S-4 filed March 10, 2023
Financial Statements of Priveterra Acquisition Corp.
Note 6. Commitments and Contingencies, page F-17
1.You disclose here that in November 2022 you recognized a gain of $3,767,400 in relation
to the waiver of the deferred underwriter fee allocated to the underwriter in the
accompanying consolidated financial statements.  You also disclose that an additional
deferred fee of $4,636,800 was waived on January 23, 2023.  Your disclosures on page F-
11 appear to indicate that your deferred underwriting costs were originally charged to
temporary equity or the consolidated statement of operations based on the relative value of
the Public warrants.  Please address the following regarding the waiver of these deferred
underwriting fees:

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 March 23, 2023 Page 2
 FirstName LastName
Oleg Grodnensky
Priveterra Acquisition Corp.
March 23, 2023
Page 2
•Tell us how you determined that reporting the waiver of these fees as a gain on your
statement of operations is appropriate.  Identify the guidance on which you relied.
•Tell how you determined that some or all of the waived fees should be reported as an
adjustment to equity rather than a gain.
•Tell us the extent to which the deferred underwriting fees that were subsequently
waived were originally recorded as equity or on your statement of operations.
•Tell us how you considered the guidance of ASC 420-10-40-1 in your determination
of how to account for and report the waiver of these fees.
            You may 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 Cindy Polynice at 202-551-8707 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       W. Soren Kreider IV, Esq.

CORRESP
1
filename1.htm

    W. Soren Kreider
                                            IV

    +1 212 450 4387

    w.soren.kreider@davispolk.com

    Davis Polk &
                                            Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    davispolk.com

March 9, 2023

 Re: Priveterra Acquisition Corp.

Registration Statement on Form S-4

Filed February 9, 2023

File No. 333-269006

  CONFIDENTIAL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E., Washington, D.C. 20549

Attention: Tracie Mariner, Kevin Vaughn, Cindy Polynice and Joe McCann

Dear Ms. Mariner, Mr. Vaughn, Ms. Polynice and Mr. McCann:

On behalf of our client, Priveterra Acquisition Corp. (the “Company”),
this letter sets forth the Company’s response to the comments provided by the Staff (the “Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission in your letter dated February 27, 2023 (the “Comment
Letter”), relating to the Company’s registration statement on Form S-4 Amendment (the “Registration Statement
Amendment 1”), filed on February 9, 2023.

The Company has updated the Registration Statement Amendment 1 and
is filing a further amended registration statement on Form S-4 (the “Registration Statement Amendment 2”) together
with this response letter. The Registration Statement Amendment 2 also contains certain additional updates and revisions.

For the convenience of the Staff, each comment from the Comment Letter
is restated in italics prior to the Company’s response to such comment. All references to page numbers and captions (other
than those in the Staff’s comments) correspond to pages and captions in the Registration Statement Amendment 2.

Registration Statement on Form S-4
Amendment filed February 9, 2023

Summary Term Sheet, page viii

1. We note your disclosures on pages viii and xvii concerning
                                            the development of ABP-450 and the market opportunity it presents. Please revise the Summary
                                            Term Sheet and Q&A sections to discuss the funding needs of the combined company. With
                                            reference to your disclosures on pages 222 and 224, disclose the expected costs for
                                            the ongoing Phase 2 clinical study with respect to migraine and the expected cost of the
                                            Phase 2 open-label extension study, and highlight that it is possible that the combined company
                                            will not have the funding to complete one or both of these Phase 2 studies. Also revise to
                                            highlight risks related to the funding of the combined company including (i) the
                                            risk that the $45 million cash closing condition could be waived thereby leaving the
                                            company without sufficient funds to operate the business and (ii) the risk that the
                                            combined company might only have sufficient cash to fund its operating plan through September 30,
                                            2023 in the event that the $45 million threshold were met without any additional funding.

Response: The Company respectfully acknowledges the Staff’s
comments and has revised the disclosure on pages vii and xvi of the Registration Statement Amendment 2.

    U.S. Securities
    and Exchange Commission

Q. What will be the ownership
interest of the post-Business Combination company..., page xiii

2. Please update the table to reflect the holdings of the Interim Financing Investors or advise.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised the table footnotes on pages xii to xiii of the Registration Statement Amendment 2 to disclose that the Interim Financing
Investors are included in ‘AEON Stockholders’ in the referenced table.

Proposal 1: The Business Combination Proposal, page 96

3. We note your response to our comment 13; however, it remains unclear whether
                                       the comparable company analysis presented on page 108 is the same or distinct from the “valuations
                                       of precedent merger and acquisition targets in similar and adjacent sectors” which is referenced
                                       on page 106.

Response: In response to the Staff’s comment, the Company respectfully
advises the Staff that the analysis presented on page 108 is the same as the “valuations of precedent merger and acquisition
targets in similar and adjacent sectors” which is referenced on page 100. The Company has revised the language on page 96
of the Registration Statement Amendment 2 accordingly.

Priveterra Board’s Reasons for the Approval of the Business
Combination, page 105

4. We note the revised disclosures on pages 108-109. Please revise to disclose whether
                                       and, if so, how the Board considered risks relating to potential waiver of the cash condition,
                                       including risks that at closing the combined company might not have sufficient funds to meet its
                                       working capital needs.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on page 108 of the Registration Statement Amendment 2 accordingly.

Prospective Financial Information,
page 111

5. Please revise to explain why Priveterra did not request and/or receive financial forecasts
                                       from AEON during the negotiations. Also, revise the disclosure here and in the Background section
                                       to explain why the parties decided to jointly prepare a forecast of revenue and why this joint
                                       forecast was prepared and/or presented to the Priveterra board subsequent to the board’s
                                       November 21 unanimous determination that the Business Combination is fair to Priveterra and
                                       its Stockholders and that the Business Combination Proposal is in the best interests of Priveterra
                                       and its Stockholders and that it recommended that Priveterra’s Stockholders vote “FOR”
                                       the proposal.

Response: In response to the
Staff’s comment, the Company respectfully advises the Staff that Priveterra jointly prepared with AEON, and the Priveterra board
of directors received, the illustrative financial forecast described in the Registration Statement that was reviewed with the Priveterra
board of directors on November 23, 2022, the date of the approval by the Priveterra board of directors of the Business Combination. No
additional financial forecasts were prepared or presented to the Priveterra board of directors, as AEON does not prepare any such forecasts
in the ordinary course of its business and the Priveterra board of directors and management did not view any additional financial forecasts
to be material to a decision to approve the Business Combination, as is customary in U.S. biotechnology transactions similar to this
Business Combination. The Company revised the disclosure on pages 102 to the Registration Statement Amendment 2 accordingly.

March 9, 2023 2

    U.S. Securities
    and Exchange Commission

Unaudited Pro Forma Condensed
Consolidated Combined Financial Information, page 147

6. Please address the following regarding your response to prior comment 17:

· We note from your response to our prior comment
17 that AEON demonstrates its ability to raise significant equity from investors at market terms at the time of the merger and therefore
considers the trust proceeds in evaluation of equity at risk in Scenario 1.  Please explain to us your consideration of the
provision in ASC 810-10-15-14 that requires an assessment based on “equity investments in a legal entity are interests that are
required to be reported as equity in that entity’s financial statements.”  In this regard, it does not appear that the
trust proceeds would be reported as equity in AEON’s financial statements.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised the pro forma financial statements and related disclosures to remove Scenario 1 because of the redemptions from
the trust that took place on February 10, 2023, with only one accounting conclusion as the outcome of the transaction being the
forward asset acquisition with Priveterra as the accounting acquirer.

· In your response to the sixth bullet of prior
comment 17, you indicate that you have not evaluated or determined a break even level of redemptions and that you do not believe it is
practicable to determine a point estimate. You also indicate in your response that you believe the maximum redemption scenario is
the most likely. Revise to disclose that you have not identified the break even level of redemptions and to provide sufficient sensitivity
analysis in the disclosure to give the reader a better understanding of the expected level of redemptions.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised the pro forma financial statements and related disclosures to remove Scenario 1 as discussed above. As such,
the break even level of redemptions is no longer relevant to determining the accounting for the transaction.

Unaudited Pro Forma Condensed
Consolidated Combined Financial Information, page 147

7. You disclose on page x that unless waived “by the parties to the Business Combination
                                       Agreement, and subject to applicable law, the Closing is subject to a number of conditions set
                                       forth in the Business Combination Agreement, including, among others: (i) there being at
                                       least $45,000,000 in Available Closing Cash.” In your response, you indicate that neither
                                       party has an intention to waive the closing cash requirements. Revise page x as well as your
                                       pro forma narrative and footnotes for Scenario 2 to disclose whether each party currently plans
                                       to waive or not waive the closing cash requirements. Disclose whether you will inform/update
                                       shareholders so that at the time of the shareholder vote they understand whether the parties will
                                       or will not waive the $45 million minimum cash condition, and as applicable, at what cash level(s).

Response: In response to the Staff’s comment, the Company
respectfully advises the Staff that neither party currently intends to waive the closing cash requirements and has revised
pages x and 248 of the Registration Statement Amendment 2. The Company will update shareholders so that at the time of the
shareholder vote they understand whether the parties will or will not waive the $45 million minimum cash condition, and as
applicable, at what cash level(s).

March 9, 2023 3

    U.S. Securities
    and Exchange Commission

Migraine, page 222

8. We reissue prior comment 22 in part. Please revise to explain the preclinical work
                                       that you and/or third parties have conducted for ABP-450 as a preventative treatment for migraine. If
                                       no preclincial work has been conducted, then revise to explain why AEON’s management
                                       believes that ABP-450 may prove to have potential as a preventative treatment for migraines.

Response: The Company respectfully acknowledges the Staff’s
comments and has revised the disclosure on pages 195 and 196 of the Registration Statement Amendment 2.

Our Pipeline, page 222

9. Explain why the combined company plans to focus the resources from the business combination
                                       on the Phase 2 clinical study for episodic migraine as opposed to the other programs, including
                                       the cervical dystonia candidate that appears to be further along in clinical development.

Response: The Company respectfully acknowledges the Staff’s
comments and has revised the disclosure on page 201 of the Registration Statement Amendment 2.

Gastroparesis, page 225

10. Please revise the disclosure identifying the “safe and effective” dosing range
                                        to remove any inference that FDA has or will find that the product candidate is safe and effective
                                        at this range or any range.

Response: The Company respectfully acknowledges the Staff’s
comments and has revised the disclosure on page 198 of the Registration Statement Amendment 2.

March 9, 2023 4

    U.S. Securities
    and Exchange Commission

*            *
  *

Please do not hesitate to contact the undersigned if you have any
questions regarding the foregoing or if we may provide any additional information.

Very truly yours,

    /s/ W. Soren Kreider IV

W. Soren Kreider IV

 cc: Oleg Grodnensky, Chief Operating Officer,

Priveterra Acquisition Corp.

Lee Hochbaum, Davis Polk & Wardwell LLP

B. Shayne Kennedy, Latham & Watkins LLP

J. Ross McAloon, Latham & Watkins LLP

March 9, 2023 5

United States securities and exchange commission logo
February 27, 2023
Oleg Grodnensky
Chief Operating Officer and Chief Financial Officer
Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 660
Fort Lauderdale, FL 33301
Re:Priveterra Acquisition Corp.
Registration Statement on Form S-4
Filed February 9, 2023
File No. 333-269006
Dear Oleg Grodnensky:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our January 26, 2023 letter.
Registration Statement on Form S-4 Amendment filed February 9, 2023
Summary Term Sheet, page viii
1.We note your disclosures on pages viii and xvii concerning the development of ABP-450
and the market opportunity it presents.  Please revise the Summary Term Sheet and Q&A
sections to discuss the funding needs of the combined company.  With reference to your
disclosures on pages 222 and 224, disclose the expected costs for the ongoing Phase 2
clinical study with respect to migraine and the expected cost of the Phase 2 open-label
extension study, and highlight that it is possible that the combined company will not have
the funding to complete one or both of these Phase 2 studies.  Also revise to
highlight risks related to the funding of the combined company including (i) the risk that
the $45 million cash closing condition could be waived thereby leaving the company

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 February 27, 2023 Page 2
 FirstName LastNameOleg Grodnensky
Priveterra Acquisition Corp.
February 27, 2023
Page 2
without sufficient funds to operate the business and (ii) the risk that the combined
company might only have sufficient cash to fund its operating plan through September 30,
2023 in the event that the $45 million threshold were met without any additional funding.
Q. What will be the ownership interest of the post-Business Combination company..., page xiii
2.Please update the table to reflect the holdings of the Interim Financing Investors or advise.
Proposal 1: The Business Combination Proposal, page 96
3.We note your response to our comment 13; however, it remains unclear whether the
comparable company analysis presented on page 108 is the same or distinct from the
"valuations of precedent merger and acquisition targets in similar and adjacent sectors"
which is referenced on page 106.
Priveterra Board's Reasons for the Approval of the Business Combination, page 105
4.We note the revised disclosures on pages 108-109.  Please revise to disclose whether and,
if so, how the Board considered risks relating to potential waiver of the cash condition,
including risks that at closing the combined company might not have sufficient funds to
meet its working capital needs.
Prospective Financial Information, page 111
5.Please revise to explain why Priveterra did not request and/or receive financial forecasts
from AEON during the negotiations. Also, revise the disclosure here and in the
Background section to explain why the parties decided to jointly prepare a forecast of
revenue and why this joint forecast was prepared and/or presented to the Priveterra board
subsequent to the board’s November 21 unanimous determination that the Business
Combination is fair to Priveterra and its Stockholders and that the Business Combination
Proposal is in the best interests of Priveterra and its Stockholders and that it recommended
that Priveterra’s Stockholders vote “FOR” the proposal.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information, page 147
6.Please address the following regarding your response to prior comment 17:
•We note from your response to our prior comment 17 that AEON demonstrates its
ability to raise significant equity from investors at market terms at the time of the
merger and therefore considers the trust proceeds in evaluation of equity at risk in
Scenario 1.  Please explain to us your consideration of the provision in ASC 810-10-
15-14 that requires an assessment based on “equity investments in a legal entity are
interests that are required to be reported as equity in that entity’s financial
statements.”  In this regard, it does not appear that the trust proceeds would be
reported as equity in AEON’s financial statements.
•In your response to the sixth bullet of prior comment 17, you indicate that you have
not evaluated or determined a break even level of redemptions and that you do not

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 February 27, 2023 Page 3
 FirstName LastName
Oleg Grodnensky
Priveterra Acquisition Corp.
February 27, 2023
Page 3
believe it is practicable to determine a point estimate.  You also indicate in your
response that you believe the maximum redemption scenario is the most likely.
Revise to disclose that you have not identified the break even level of redemptions
and to provide sufficient sensitivity analysis in the disclosure to give the reader a
better understanding of the expected level of redemptions.
7.You disclose on page x that unless waived "by the parties to the Business Combination
Agreement, and subject to applicable law, the Closing is subject to a number of conditions
set forth in the Business Combination Agreement, including, among others: (i) there being
at least $45,000,000 in Available Closing Cash." In your response, you indicate that
neither party has an intention to waive the closing cash requirements. Revise page x as
well as your pro forma narrative and footnotes for Scenario 2 to disclose whether each
party currently plans to waive or not waive the closing cash requirements.  Disclose
whether you will inform/update shareholders so that at the time of the shareholder vote
they understand whether the parties will or will not waive the $45 million minimum cash
condition, and as applicable, at what cash level(s).
Migraine, page 222
8.We reissue prior comment 22 in part.  Please revise to explain the preclinical work that
you and/or third parties have conducted for ABP-450 as a preventative treatment for
migraine.   If no preclincial work has been conducted, then revise to explain why AEON's
management believes that ABP-450 may prove to have potential as a
preventative treatment for migraines.
Our Pipeline, page 222
9.Explain why the combined company plans to focus the resources from the business
combination on the Phase 2 clinical study for episodic migraine as opposed to the other
programs, including the cervical dystonia candidate that appears to be further along in
clinical development.
Gastroparesis, page 225
10.Please revise the disclosure identifying the "safe and effective" dosing range to remove
any inference that FDA has or will find that the product candidate is safe and effective at
this range or any range.

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 February 27, 2023 Page 4
 FirstName LastName
Oleg Grodnensky
Priveterra Acquisition Corp.
February 27, 2023
Page 4
            You may 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 Cindy Polynice at 202-551-8707 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       W. Soren Kreider IV, Esq.

CORRESP
1
filename1.htm

    W. Soren
    Kreider IV

    +1 212 450 4387

    w.soren.kreider@davispolk.com
    Davis Polk &
    Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    davispolk.com

February 9,
2023

 Re: Priveterra Acquisition Corp.

Registration Statement on Form S-4

Filed December 27, 2022

File No. 333-269006

CONFIDENTIAL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Tracie Mariner and Kevin Vaughn

Dear Ms. Mariner and Mr. Vaughn:

On behalf of our client, Priveterra Acquisition Corp. (the “Company”),
this letter sets forth the Company’s response to the comments provided by the staff (the “Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission in the Staff’s letter dated January 26, 2023 (the “Comment
Letter”), relating to the Company’s registration statement on Form S-4 filed on December 27, 2022 (the “Registration
Statement”).

The Company has updated the Registration Statement and is filing Amendment
No. 1 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) together with this response
letter. The Amended Registration Statement also contains certain additional updates and revisions.

For the convenience of the Staff, each comment from the Comment Letter
is restated in italics prior to the Company’s response to such comment. All references to page numbers and captions (other than
those in the Staff’s comments) correspond to pages and captions in the Amended Registration Statement.

Registration Statement on Form S-4
Filed December 27, 2022

Market and Industry Data, page ii

 1. We note your statements that (i) you have not independently
verified the market and industry data contained in the proxy statement/prospectus or the underlying assumptions and (ii) your research
has not been verified by any independent source. These statements may imply an inappropriate disclaimer of responsibility with respect
to such information. Please either delete these statements or revise to specifically state that you are responsible for all disclosures
presented in the prospectus.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page iii of the Amended Registration Statement accordingly.

Q. What will AEON stockholders and holders of AEON options receive
in the Business Combination, page x

    U.S. Securities
    and Exchange Commission

 2. Please revise this section to explain in greater detail how the
                                            Exchange Ratio is calculated. In this regard, please explain the Holdback Equity Pool, its
                                            impact on the consideration, and what assumptions are used to derive the 34.7% or 82.7% figures
                                            that are presented on the cover page.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised page xi of the Amended Registration Statement accordingly. Additionally, the term "Holdback Equity Pool" was inadvertently included in the Business Combination Agreement and will be revised in
a future amendment.

Summary of the Proxy Statement/Prospectus, page 1

 3. Please
                                            highlight the material risks to public warrant holders, including those arising from differences
                                            between public and private warrants. Additionally, please clarify whether recent common stock
                                            trading prices exceed the threshold that would allow the company to redeem public warrants.

Response: The Company respectfully acknowledges the Staff’s comment
and has revised pages xi, xiii, 142 and 143 of the Amended Registration Statement accordingly.

Sources and Uses of Funds for the Business Combination, page 4

 4. Please revise to present the full redemption scenario.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on pages 4-6 and 112-114 of the Amended Registration Statement accordingly.

Risk Factors, page 24

 5. Please disclose the materials risks to unaffiliated investors
                                            presented by taking the company public through a merger rather than an underwritten offering.
                                            These risks could include the absence of due diligence conducted by an underwriter that would
                                            be subject to liability for any material misstatements or omissions in a registration statement.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised its disclosure on pages 18, 27 and 83 of the Amended Registration Statement accordingly by including an
additional risk factor.

We may not be successful in obtaining an original BLA, page 34

 6. Please revise to discuss here and/or in the Business section
                                            what standard FDA uses to determine whether to issue an original BLA as opposed to a BLA
                                            supplement. Explain why you believe that your candidates could be eligible for an original
                                            BLA. Explain when companies typically make this application (e.g., at same time the company
                                            seeks marketing approval). Explain briefly why the form of approval impacts reimbursement.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised  pages 36, 37, and 237-239 of the Amended Registration Statement accordingly.

February 9, 2023 2

    U.S. Securities
    and Exchange Commission

The issuances of additional shares of Class A Common Stock...,
page 68

 7. Please revise to specify the dollar amount of proceeds that New
                                            AEON believes will be sufficient to meet its immediate working capital needs.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised  page 70 of the Amended Registration Statement accordingly.

Background to the Business Combination, page 86

 8. We refer to the October 3, 2022 entry. Please revise to
                                            explain Priveterra’s basis for proposing an initial pre-transaction equity value for
                                            AEON of $150 million and contingent consideration in the amount of $170 million. Revise the
                                            September 21 to September 27 entries to present and explain the information that
                                            AEON provided and Priveterra considered in developing this equity valuation. In particular,
                                            discuss whether Priveterra received financial forecasts from AEON.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised page  98 of the Amended Registration Statement accordingly.

 9. Please revise the third and fifth paragraphs on page 90
                                            to identify the specific due diligence issues addressed by the parties and their representatives.
                                            Also revise the disclosures on pages 94 and 95 to discuss the results of management’s
                                            due diligence review of AEON.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised pages   101 and 105 of the Amended Registration Statement accordingly.

 10. Please revise the December 1 entry to explain why AEON
                                            sought additional flexibility for AEON to pursue alternative private financing opportunities
                                            following the execution of the Business Combination Agreement. Also revise the December 5
                                            entry to explain why Priveterra agreed to provide AEON with this flexibility but only on
                                            the condition that AEON not enter into a definitive agreement with respect to any such financing
                                            prior to the termination of the Business Combination Agreement. With a view to disclosure,
                                            please tell us whether the negotiations concerning additional financings impacted negotiations
                                            concerning the $45 million minimum cash condition.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised pages  102 and 103 of the Amended Registration Statement accordingly.

 11. We note the disclosure on page 68 indicating that New AEON
                                            and Priveterra expect to enter into Interim Financing Agreements. Please update the Background
                                            section and other sections, as applicable, to discuss the status of these prospective financings.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised pages iv-vi, viii, x, xiii, xiv, 4-8, 22, 73-74, 104, 107, 113-114, 132, 147-148, 150-151,
192 and 285 of the Amended Registration Statement accordingly.

February 9, 2023 3

    U.S. Securities
    and Exchange Commission

Priveterra Board’s Reasons for the Approval of the Business
Combination, page 93

 12. Please revise the disclosure on pages 95-96 to identify
                                            each comparable company and show the metrics applicable to each one. Clarify whether any
                                            of the comparable companies were clinical stage companies as of November 2022.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised its disclosure on pages 107 and 108 of the Amended Registration Statement accordingly.

 13. Please tell us whether the comparable company analysis presented
                                            here is the same or distinct from the valuations of precedent merger and acquisition targets
                                            in similar and adjacent sectors, which is referenced at the top of page 95.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised pages  107 and 108 of the Amended Registration Statement accordingly.

 14. We note the disclosure on page 96 that Priveterra’s
                                            Board assumed that Priveterra’s shareholder would redeem 95% of outstanding common
                                            stock. In light of this assumption, please explain why Priveterra’s Board agreed to
                                            a closing condition that at least $45 million of aggregate cash proceeds would be available
                                            from the Trust Account, after giving effect to redemptions of Public Shares.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised page  109 of the Amended Registration Statement accordingly.

 15. We note that the Board’s analysis reflected that AEON
                                            would have $76 million in cash at the closing of the initial business combination. Please
                                            explain the Board’s assumptions in deriving this figure.

Response: The Company respectfully acknowledges the Staff’s
comment and has revised page  108 of the Amended Registration Statement accordingly.

Proposal 1: The Business Combination Proposal Prospective Financial
Information, page 98

 16. You disclose here that “AEON and Priveterra jointly prepared
                                            an illustrative forecast of revenue potential for ABP-450 in migraine (including both chronic
                                            and episodic) and cervical dystonia indications.” Please revise to show the annual
                                            revenues forecasted and discuss the material assumptions for the model, including the parties’
                                            assumptions regarding the timing of commercialization for each indication. Clearly identify
                                            the markets in which it was assumed that ABP-450 received regulatory approval for sale for
                                            purposes of these projections. Revise to clearly identify the extent to which regulatory
                                            approval is outside of your control as a significant limitation on the usefulness of these
                                            projections.

Response: In response to the Staff's comment, the Company
respectfully advises the Staff that neither Priveterra nor AEON shared illustrative forecasts based on commercialization in the U.S.
of revenue potential for ABP-450 in migraine and cervical dystonia indications with their respective Boards that provided for annual
revenue forecasts. The Company did not prepare annual forecasts because they will depend on the timeline of commercialization, which
is uncertain and will depend on a number of currently unknown factors, as is customary in U.S. biotechnology transactions similar to
this Business Combination. The Company has revised page   111 of the Amended Registration Statement accordingly.

February 9, 2023 4

    U.S. Securities
    and Exchange Commission

Unaudited Pro Forma Condensed Consolidated Combined Financial
Information Description of the Business Combination

Scenario 2, page 134

 17. Your disclosure indicates that in Scenario 1 you are accounting
                                            for the merger as a recapitalization but as a variable interest entity (VIE) and asset acquisition
                                            under Scenario 2. Please address the following:

 • You disclose that “the expected cash on hand results
                                            in the equity at risk being considered insufficient for AEON to finance its activities without
                                            additional subordinated financial support under these assumed redemption scenarios.”
                                            Tell us how you determined that AEON would have sufficient equity at risk under Scenario
                                            1.

Response: The Company respectfully acknowledges the Staff’s
comment. In evaluating whether AEON has sufficient equity at risk, the Company first evaluated the purpose and design of the entity and determined
that the key risks and intent of the entity is to reach its next major development milestone. Similar to other life science entities,
there is significant uncertainty regarding its development plans and thereby the focus is to address the risks specific to the current
development stage. In additional development stages, the risks of the entity will significantly change as it approaches commercialization,
considers additional exit strategies and pursues additional forms of financing. Specifically, the Company determined that its next major
development milestone is anticipated in the fourth quarter of 2023 when phase two episodic migraine data is available, determining that
the entity is sufficiently capitalized.

Next, the Company considered whether it has sufficient equity at risk to finance its activities
until the next development stage. Under Scenario 1, the Company believes that AEON demonstrates its ability to raise significant equity
from investors at market terms at the time of the merger and therefore the trust proceeds should be considered in the evaluation of the
equity at risk. In this scenario, AEON would have approximately $305.7 million in cash as part of its equity at risk, which would be sufficient
to fund

© 2023 Wells Fargo & Company. All rights reserved.
Consider whether the engaging entity is sufficiently creditwort hy on its own to support the indemnity and other obligations in the Agreement.  In particular, if the client is a majority-
owned subsidiary of another c ompany, or is controlled by a majority sharehol der, consider obtaining a guarantee from the parent  entity or majority shareholder.
Add bracketed language if there is an addit ional placement agent for the Transaction. Corporate & Investment Banking
Equity Capital Markets
500 West 33rd Street
New York, New York 10001
Strictly Confidential
 January 26, 2023
VIA Email : Countrymanv@sec.gov

Vanessa Countryman
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549  Attention: Vane ssa Countryman
Secretary of the SEC
 Re: Registration Statement on Form  S-4 (Registration No. 333-269006)
 To whom it may concern:

We write regarding the above-referenced registration state ment (the “Registration Statement”) of Priveterra
Acquisition Corp. (“Priveterra”) concerning a proposed business combina tion (the “Trans action”) between
Priveterra and AEON Biopharma, Inc.  (“AEON”). As of the da te of this letter, the Registration Statement has not
yet been declared effective.  This letter is to advise you that, effective as of Januar y 26, 2023, our firm has waiv ed its entitlement to the
payment of the deferred underwriting discount in connection with our role as underwriter for Priveterra, as described in the underwriting agreement,  dated February 8, 2021, between Pri veterra and Wells Fargo Securities,
LLC. We further confirm that, although our firm does not have an y role with respect to the Transaction, for the
avoidance of doubt, our firm ha s resigned from, or ceased or refused to act in, every office, capacity, and
relationship with respect to the Trans action that may be de scribed in the Registration Statement or otherwise. We
can also confirm that th e foregoing waiver of entitlement to the pa yment of the deferred underwriting discount
and our resignation, ceasure and refusa l to act in, every office, capacity , and relationship with respect to the
Transaction (even though our fi rm does not have any role wi th respect to the Transaction ) is not the result of any
dispute or disagreement with Pri veterra, AEON or any matter relating to Priveterra’s or AEON’s respective
operations, policies, procedures or practices.  We further advise you that neither our firm, any person who  controls it (within the mean ing of either Section 15 of
the Securities Act of 1933 (the “Securities Act”)) nor any of its affiliates (within the m eaning of Rule 405 under the
Securities Act) will be re sponsible for any part of the Registration Statement.
 II

Priveterra Acquisition Corp.
January 26, 2023
Page 2
Please be advised that nothing here in is intended to constitute an acknowledgment or admission, and we expressly
deny, that we have been or are an un derwriter (within the meaning of Section 2(a)(11) of the Securities Act or the
rules and regulations promulgated thereu nder) with respect to the Transaction.

Very truly yours,
 Wells Fargo Se curities, LLC

By:
Lear Beyer
Managing Director  Cc: Priveterra Acquisition Corp.

United States securities and exchange commission logo
January 26, 2023
Oleg Grodnensky
Chief Operating Officer and Chief Financial Officer
Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 660
Fort Lauderdale, FL 33301
Re:Priveterra Acquisition Corp.
Registration Statement on Form S-4
Filed December 27, 2022
File No. 333-269006
Dear Oleg Grodnensky:
            We have reviewed your registration statement and have the following 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-4 Filed December 27, 2022
Market and Industry Data, page ii
1.We note your statements that (i) you have not independently verified the market and
industry data contained in the proxy statement/prospectus or the underlying assumptions
and (ii) your research has not been verified by any independent source. These statements
may imply an inappropriate disclaimer of responsibility with respect to such information.
Please either delete these statements or revise to specifically state that you are responsible
for all disclosures presented in the prospectus.
Q. What will AEON stockholders and holders of AEON options receive in the Business
Combination, page x
2.Please revise this section to explain in greater detail how the Exchange Ratio is

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 January 26, 2023 Page 2
 FirstName LastNameOleg Grodnensky
Priveterra Acquisition Corp.
January 26, 2023
Page 2
calculated.  In this regard, please explain the Holdback Equity Pool, its impact on the
consideration, and what assumptions are used to derive the 34.7% or 82.7% figures that
are presented on the cover page.
Summary of the Proxy Statement/ Prospectus, page 1
3.Please highlight the material risks to public warrant holders, including those arising from
differences between public and private warrants. Additionally, please clarify whether
recent common stock trading prices exceed the threshold that would allow the company to
redeem public warrants.
Sources and Uses of Funds for the Business Combination, page 4
4.Please revise to present the full redemption scenario.
Risk Factors, page 24
5.Please disclose the materials risks to unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering. These risks could
include the absence of due diligence conducted by an underwriter that would be subject to
liability for any material misstatements or omissions in a registration statement.
We may not be successful in obtaining an original BLA, page 34
6.Please revise to discuss here and/or in the Business section what standard FDA uses to
determine whether to issue an original BLA as opposed to a BLA supplement.  Explain
why you believe that your candidates could be eligible for an original BLA.  Explain
when companies typically make this application (e.g., at same time the company seeks
marketing approval).  Explain briefly why the form of approval impacts reimbursement.
The issuances of additional shares of Class A Common Stock..., page 68
7.Please revise to specify the dollar amount of proceeds that New AEON believes will be
sufficient to meet its immediate working capital needs.
Background to the Business Combination, page 86
8.We refer to the October 3, 2022 entry. Please revise to explain Priveterra’s basis for
proposing an initial pre-transaction equity value for AEON of $150 million and contingent
consideration in the amount of $170 million.  Revise the September 21 to September 27
entries to present and explain the information that AEON provided and Priveterra
considered in developing this equity valuation.  In particular, discuss whether Priveterra
received financial forecasts from AEON.
9.Please revise the third and fifth paragraphs on page 90 to identify the specific due
diligence issues addressed by the parties and their representatives. Also revise the
disclosures on pages 94 and 95 to discuss the results of management’s due diligence

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 January 26, 2023 Page 3
 FirstName LastNameOleg Grodnensky
Priveterra Acquisition Corp.
January 26, 2023
Page 3
review of AEON.
10.Please revise the December 1 entry to explain why AEON sought additional flexibility for
AEON to pursue alternative private financing opportunities following the execution of the
Business Combination Agreement.  Also revise the December 5 entry to explain why
Priveterra agreed to provide AEON with this flexibility but only on the condition that
AEON not enter into a definitive agreement with respect to any such financing prior to the
termination of the Business Combination Agreement.  With a view to disclosure, please
tell us whether the negotiations concerning additional financings impacted negotiations
concerning the $45 million minimum cash condition.
11.We note the disclosure on page 68 indicating that New AEON and Priveterra expect to
enter into Interim Financing Agreements.  Please update the Background section and other
sections, as applicable, to discuss the status of these prospective financings.
Priveterra Board's Reasons for the Approval of the Business Combination, page 93
12.Please revise the disclosure on pages 95-96 to identify each comparable company
and show the metrics applicable to each one. Clarify whether any of the comparable
companies were clinical stage companies as of November 2022.
13.Please tell us whether the comparable company analysis presented here is the same or
distinct from the valuations of precedent merger and acquisition targets in similar and
adjacent sectors, which is referenced at the top of page 95.
14.We note the disclosure on page 96 that Priveterra’s Board assumed that Priveterra’s
shareholder would redeem 95% of outstanding common stock. In light of this assumption,
please explain why Priveterra’s Board agreed to a closing condition that at least
$45 million of aggregate cash proceeds would be available from the Trust Account, after
giving effect to redemptions of Public Shares.
15.We note that the Board's analysis reflected that AEON would have $76 million in cash at
the closing of the initial business combination.  Please explain the Board's assumptions in
deriving this figure.
Proposal 1: The Business Combination Proposal
Prospective Financial Information, page 98
16.You disclose here that "AEON and Priveterra jointly prepared an illustrative forecast of
revenue potential for ABP-450 in migraine (including both chronic and episodic) and
cervical dystonia indications."  Please revise to show the annual revenues forecasted and
discuss the material assumptions for the model, including the parties’ assumptions
regarding the timing of commercialization for each indication. Clearly identify the
markets in which it was assumed that ABP-450 received regulatory approval for sale for
purposes of these projections.  Revise to clearly identify the extent to which regulatory
approval is outside of your control as a significant limitation on the usefulness of these

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 January 26, 2023 Page 4
 FirstName LastNameOleg Grodnensky
Priveterra Acquisition Corp.
January 26, 2023
Page 4
projections.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information
Description of the Business Combination
Scenario 2, page 134
17.Your disclosure indicates that in Scenario 1 you are accounting for the merger as a
recapitalization but as a variable interest entity (VIE) and asset acquisition under Scenario
2.  Please address the following:
•You disclose that "the expected cash on hand results in the equity at risk being
considered insufficient for AEON to finance its activities without additional
subordinated financial support under these assumed redemption scenarios."  Tell us
how you determined that AEON would have sufficient equity at risk under Scenario
1.
•As part of your response, provide a separate decision tree of how you applied the
accounting guidance to each scenario.
•Provide us with your calculations of equity investment at risk under Scenario 1 and 2
pursuant to ASC 810-10-25-45.
•You disclose on page 130 that "At the Closing, the merger will be effected by Merger
Sub merging with and into AEON, with AEON surviving such merger as the
surviving entity."  Tell us how the existence of Merger Sub in these transactions
affected your application of the accounting literature in each of the scenarios.
•Tell us how you determined that all the assets of AEON were similar enough such
that asset acquisition accounting was appropriate.
•Tell us and disclose the break even level of redemptions that would result in the
accounting shifting from recapitalization treatment to VIE and asset acquisition
accounting.
•On page 133, you disclose that the "parties expect to enter into Interim
Financing Arrangements and other financings as needed to meet the Available
Closing Cash condition prior to Closing."  Please revise your disclosures here to
clearly identify the nature and degree of certainty of the financing arrangements into
which you expect to enter.  To the extent you continue to believe that it is appropriate
to exclude those financings from your pro forma presentation, clearly disclose your
basis for excluding those arrangements, and discuss the extent to which the
completion of the expected financings would impact your accounting for the merger
(i.e., recapitalization versus VIE accounting).
18.You disclose on page ix that "Unless waived by the parties to the Business Combination
Agreement, and subject to applicable law, the Closing is subject to a number of conditions
set forth in the Business Combination Agreement, including, among others: (i) there being
at least $45,000,000 in Available Closing Cash (as defined in this proxy
statement/prospectus); (ii) the registration statement of which this proxy
statement/prospectus forms a part becoming effective in accordance with the Securities
Act; (iii) customary bringdown conditions; and (iv) no material adverse effect of either

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 January 26, 2023 Page 5
 FirstName LastNameOleg Grodnensky
Priveterra Acquisition Corp.
January 26, 2023
Page 5
Priveterra or AEON having occurred. There can be no assurance that the parties to the
Business Combination Agreement would waive any such provision of the Business
Combination Agreement."  Tell us the extent to which both parties intend to waive the
closing cash requirements and how these intentions were considered as part of your
accounting analysis.
Scenario 1 Notes to Unaudited Pro Forma Condensed Consolidated Combined Financial
Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Consolidated Combined Financial
Information, page 139
19.We note your disclosure in Note 3(I) stating that the pro forma value of the Contingent
Consideration for AEON participating stockholders was calculated as the cumulative
probability multiplied by the estimated stock price upon success.  Please expand your
disclosure here, and in Note 4(H) on page 149, to include the cumulative probability of
success and how it was determined.
Conflicts of Interest, page 189
20.We note in your disclosure that you have waived the corporate opportunities doctrine.
Please address this potential conflict of interest and whether it impacted your search for an
acquisition target.
Overview, page 193
21.Please revise to clarify whether you and/or another party conducted Phase 1 trials of ABP-
450 for any of the indications reflected in the pipeline table.
Migraine, page 196
22.Please revise to explain the preclinical and/or clinical work that you and/or third parties
have conducted for ABP-450 as a preventative treatment for migraine.  In this regard, it
should be clear why AEON has initiated a large Phase 2 trial for this indication.
Our Pipeline, page 196
23.Please revise to discuss the funding needs for each of the three pipeline candidates and
also disclose how AEON plans to allocate the funds that they expect to have available
once the business combination and related financings are completed. The discussion
should explain the material assumptions with respect to the cash amounts available and
also indicate how far into clinical development each candidate would reach based on the
disclosed level of funding.
Cervical Dystonia, page 198
24.Please revise to present the topline data for the primary endpoint and all secondary
endpoints. Clarify which results are statistically significant and, if applicable, which

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 January 26, 2023 Page 6
 FirstName LastNameOleg Grodnensky
Priveterra Acquisition Corp.
January 26, 2023
Page 6
results are not.
25.Explain the basis for your claims that BP-450 demonstrated adverse event rates similar to,
or lower than, “other botulinum toxin products” for the treatment of cervical dystonia and
that ABP-450 also demonstrated efficacy similar to, or better than, other botulinum toxin
products for the treatment of cervical dystonia.  In this regard, your discussion of the
Phase 2 trial does not indicate that any patients were administered other botulinum toxin
products.  It is also unclear which botulinum toxin products you are referencing.
Gastroparesis, page 199
26.Please revise to present the results from the primate study.
General
27.We note your disclosure on page 91 concerning Guggenheim’s resignation. Please tell us,
with a view to disclosure, whether you have received notice from any other institutions
about ceasing involvement in your transaction and how that may impact your deal or any
deferred compensation that may be owed to these institutions.
28.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. Please also tell us
whether anyone or any entity associated with or otherwise involved in the transaction, is,
is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your
filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
            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 LastNameOl

United States securities and exchange commission logo
December 23, 2022
Oleg Grodnensky
Chief Operating Officer
Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 600
Fort Lauderdale, FL 33301
Re:Priveterra Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 13, 2022
File No. 001-40021
Dear Oleg Grodnensky:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       W. Soren Kreider IV

CORRESP
1
filename1.htm

    W. Soren Kreider IV

    +1 212 450 4387

    w.soren.kreider@davispolk.com

    Davis Polk & Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    davispolk.com

December 21, 2022

Re: Priveterra Acquisition Corp.

  Preliminary Proxy Statement on Schedule 14A

  Filed December 13, 2022

  File No. 001-40021

CONFIDENTIAL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E., Washington, D.C. 20549

Attention: Victor Rivera Melendez & Jeffrey Gabor

Dear Mr. Melendez and Mr. Gabor:

On behalf of our client, Priveterra Acquisition Corp. (the “Company”),
this letter sets forth the Company’s response to the comments provided by the Staff (“the Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission in your letter dated December 19, 2022, relating to the Company’s
preliminary proxy statement on Schedule 14A (the “Preliminary Proxy Statement”), filed on December 13, 2022.

The Company has updated the Preliminary Proxy Statement and is filing
a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) together with this response letter,
which contains certain additional updates and revisions. Set forth below are the Company’s responses to the Staff’s comments.
For the Staff’s convenience, the Staff’s comment is restated in italics prior to the Company’s response.

Preliminary Proxy Statement
on Schedule 14A filed December 13, 2022

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S.
person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S.
target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete
an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or
a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants which would expire worthless.

In response to the Staff’s comment, the Company respectfully
advises the Staff that the Company’s sponsor, Priveterra Sponsor, LLC, is not controlled by, and does not have substantial ties
with a non-U.S. person, and the Company does not believe that there are any risks to disclose to investors that a proposed business combination
with the Company would be subject to regulatory review by a U.S. government entity, such as CFIUS, or would ultimately be prohibited.

    U.S. Securities
    and Exchange

Commission

*            *
  *

Please do not hesitate to contact the undersigned if you have any questions
regarding the foregoing or if we may provide any additional information.

    Very truly yours,

    /s/ W. Soren Kreider IV

    W. Soren Kreider IV

cc: Oleg Grodnensky, Chief Operating Officer

  Priveterra Acquisition Corp.

    December 21, 2022   2

United States securities and exchange commission logo
December 19, 2022
Oleg Grodnensky
Chief Operating Officer
Priveterra Acquisition Corp.
300 SE 2nd Street, Suite 600
Fort Lauderdale, FL 33301
Re:Priveterra Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 13, 2022
File No. 001-40021
Dear Oleg Grodnensky:
            We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity

 FirstName LastNameOleg Grodnensky
 Comapany NamePriveterra Acquisition Corp.
 December 19, 2022 Page 2
 FirstName LastName
Oleg Grodnensky
Priveterra Acquisition Corp.
December 19, 2022
Page 2

in a target company, any price appreciation in the combined company, and the
warrants which would expire worthless.
            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.
            Please contact Victor Rivera Melendez at 202-551-4182 or Jeffrey Gabor at 202-551-
2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       W. Soren Kreider IV