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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 5, 2024
Priveterra Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
Delaware |
001-39858 |
85-2478126 |
(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
incorporation or organization) |
File Number) |
Identification Number) |
1 Park Plaza |
|
Irvine, CA |
92614 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (949) 787-2910
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Units, each consisting of one share
of Class A Common Stock and one-half of one Redeemable Warrant |
|
PMGMU |
|
The NASDAQ Stock Market LLC |
Class
A Common Stock, par value $0.0001 per share |
|
PMGM |
|
The NASDAQ Stock Market LLC |
Warrants, each exercisable for one
share of Class A Common Stock for $11.50 per share |
|
PMGM |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On January 10, 2024, Priveterra
Acquisition Corp. II, a Delaware corporation (the “Company”), received a notice (the “Notice”) from the staff
of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely
requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (common stock, warrants
and units) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on January 19, 2024,
due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one
or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. The Company
intends to timely request a hearing before the Panel to allow additional time to complete a business combination. If timely filed, the
hearing request will result in a stay of any suspension or delisting action pending the Panel’s decision.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 5, 2024, the Company filed an amendment
(the “Extension Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State
of Delaware following the conclusion of the special meeting of stockholders of the Company (the “Special Meeting”). A copy
of the Extension Amendment is attached as Exhibit 3.1 to this report and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Special Meeting was
held on January 5, 2024. At the Special Meeting, the Company’s stockholders voted on the proposal set forth below. The proposal
is described in greater detail in the definitive proxy statement of the Company, which was filed with the Securities and Exchange Commission
on December 19, 2023.
As of the close of business
on December 12, 2023, the record date for the Special Meeting, there were 8,821,956 shares of Class A common stock, par value $0.0001
per share (“Class A common stock”), and 0 shares of Class B common stock, par value $0.0001 per share (the “Class B
common stock” and together with Class A common stock, the “common stock”), outstanding. Each share of common stock was
entitled to one vote on each of the proposal. At the Special Meeting, there were 8,253,208 shares of common stock present in person or
by proxy, representing approximately 93.55% of the outstanding shares of common stock entitled to vote as of the Record Date, which constituted
a quorum to conduct business.
The proposal was approved
by the Company’s stockholders. A summary of the voting results for the proposal is set forth below:
Third Extension Amendment Proposal
A proposal to amend the Company’s
Amended and Restated Certificate of Incorporation to extend the date by which it has to consummate a business combination from January
12, 2024 (the date which is 36 months from the closing date of the Company’s initial public offering of the units) to April 12,
2024 (the date which is 39 months from the closing date of the Company’s initial public offering of the units), by depositing into
the Company’s trust account $0.03 for each share of Class A common stock that was not redeemed, and then on a monthly basis up to
six times to October 12, 2024 (the date that is 45 months from the closing date of the Company’s initial public offering of the
units), by depositing into the Company’s trust account, for each one-month extension, $0.01 for each share of Class A common stock
that was not redeemed, or such earlier date as determined by the Company’s board of directors:
For | | |
Against | | |
Abstain | |
| 8,226,826 | | |
| 26,372 | | |
| 10 | |
In connection with the Special Meeting, stockholders
holding an aggregate of 595,559 shares of the Company’s Class A common stock exercised their right to redeem their shares for approximately
$11.03 per share of the funds held in the Company’s trust account, leaving approximately $14,626,691 in cash in the trust account
after satisfaction of such redemptions and prior to the deposit of any additional funds into the Company’s trust account.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 11, 2024 |
|
|
|
|
PRIVETERRA ACQUISITION CORP. II |
|
|
|
|
By: |
/s/ Oleg Grodnensky |
|
Name: |
Oleg Grodnensky |
|
Title: |
Chief Executive Officer |
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND
RESTATED
CERTIFICATE OF INCORPORATION
OF
PRIVETERRA
ACQUISITION CORP. II
JANAURY 5, 2024
Priveterra Acquisition
Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY AS FOLLOWS:
| 1. | The name of the Corporation is “Priveterra Acquisition Corp. II” The original certificate
of incorporation was filed in the office of the Secretary of State of the State of Delaware on August 10, 2020 (the “Original
Certificate”). The Amended and Restated Certificate of Incorporation, which both restated and amended the
provisions of the Original Certificate, was filed in the office of the Secretary of State of the State of Delaware on January 7, 2021
(the “Amended and Restated Charter”). The First Amendment to the Amended and Restated Charter was filed in the
office of the Secretary of State of the State of Delaware on December 12, 2022. A Certificate of Amendment to the Amended and Restated
Charter was filed in the office of the Secretary of State of the State of Delaware on July 6, 2023.
An Amendment to the Amended and Restated Charter was filed in the office of the Secretary of State of the State of Delaware on July 11,
2023. |
| 2. | This Amendment to the Amended and Restated Charter was duly adopted in accordance with Section 242 of
the General Corporation Law of the State of Delaware, as amended from time to time, and shall become effective on the date of filing with
the Secretary of State of Delaware. |
| 3. | Certain capitalized terms used in this Amendment to the Amended and Restated Charter are defined where
appropriate herein. |
| 4. | The text of Section 9.1(b) of Article IX of the Amended and Restated Charter is hereby amended and restated
to read in full as follows: |
“(b)
Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including
the proceeds of any exercise of the underwriter’s overallotment option) and certain other amounts specified in the
Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the
“SEC”) on October 2, 2020, as amended (the “Registration Statement”), shall be
deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders
(as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to
pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will
be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the
redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business
Combination by April 12, 2024 (or such earlier date as determined by the Board); provided that, the Corporation may extend such date
on a monthly basis through October 12, 2024 by depositing into the Trust Account, for each one-month extension, $0.01 for each
Offering Share that was not redeemed, (or, if the Office of the Delaware Division of Corporations shall not be open for business
(including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations
shall be open (the “Deadline Date”), and (iii) the redemption of shares in connection with a vote seeking
to amend any provisions of this Amended and Restated Certificate of Incorporation as described in Section 9.7. Holders of
shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether
such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such
holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein
as “Public Stockholders.”
IN WITNESS
WHEREOF, Priveterra Acquisition Corp. II has caused this Amendment to the Amended and Restated Charter to be duly executed in its
name and on its behalf by an authorized officer as of this 5th day of January, 2024.
|
PRIVETERRA ACQUISITION CORP. II |
|
|
|
|
By: |
/s/ Oleg Grodnensky |
|
|
Name: |
Oleg Grodnensky |
|
|
Title: |
Chief Executive Officer |
Signature
Page to Amendment to the Amended and Restated Certificate of Incorporation
v3.23.4
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