AEON Biopharma (AEON) S-4/ARegistration of securities issued in business combination transactions (amended)

the Interim Financing Investors will own approximately     % of the outstanding Priveterra Common Stock;

the AEON Stockholders will own approximately     % of the outstanding Priveterra Common Stock;

the Sponsor will own approximately     % of the outstanding Priveterra Common Stock; and

the Public Stockholders will own approximately     % of the outstanding Priveterra Common Stock.

The Public Warrants are identical to the Private Placement Warrants, except that, so long as the Private Placement Warrants are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by Priveterra except under certain circumstances as described below; (2) they (including the Class A Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A Common Stock issuable upon exercise of these warrants) are entitled to registration rights.

AEON will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $         per AEON Public Warrant, provided that the closing price of the New AEON common stock equals or exceeds $         per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders (which we refer to as the “Reference Value”), provided that certain other conditions are met.

AEON will also have the ability to redeem the Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $         per warrant, provided the Reference Value of the New AEON common stock equals or exceeds $         per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), provided that during the 30-day period following notice of the redemption, holders of the public warrants will be entitled to exercise such warrants on a “cashless basis” and to receive a number of New AEON common stock determined by reference to a make-whole table. If the Reference Value of the New AEON common stock is less than $         per share, subject to certain adjustments, the AEON Private Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The value received upon exercise of the Public Warrants (1) may be less than the value the holders would have received if they had exercised their Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Public Warrants, including because the number of shares received is capped at          New AEON common stock per whole warrant (subject to adjustment) irrespective of the remaining life of the Public Warrants.

Priveterra’s Units, Class A Common Stock originally sold as part of the Units, and Warrants originally sold as part of the Units are currently listed on Nasdaq under the symbols “PMGMU,” “PMGM” and “PMGMW,” respectively. Upon the Closing, New AEON will have one class of common stock, the New AEON common stock, which will be listed on Nasdaq under the symbol “AEON.” Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the Trust Account need not submit Public Shares, and such shares of stock (which will be New AEON common stock upon the Closing) will remain outstanding. Each outstanding share of Class B Common Stock, by its terms, will automatically convert into one share of Class A Common Stock, which becomes New AEON common stock upon the Closing.

Priveterra was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

If you are a Priveterra stockholder holding Public Shares, you have the right to demand that Priveterra redeem your Public Shares for a pro rata portion of the cash held in the Trust Account. We sometimes refer to these rights to demand redemption of the Public Shares as “redemption rights.”

A Public Stockholder may exercise redemption rights regardless of whether they vote on the Business Combination Proposal or if they are a stockholder on the Record Date. If you are a Public Stockholder and wish to exercise your redemption rights, you must (i) if you hold your Public Shares though Units, elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares, and (ii) prior to 9:30 a.m., local time, on            , 2023 (two business days before the Special Meeting), tender your shares electronically and submit a request in writing that we redeem your Public Shares for cash to                  , our transfer agent, at the following address:                                              . Rather than delivering your Public Shares directly to                      , you may also deliver your Public Shares either physically or electronically through the Depositary Trust Company, or DTC, to                       at least two business days before the Special Meeting. Any Public Stockholder seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $      , or $      per share, as of the Record Date), less any owed but unpaid franchise and income taxes. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid franchise or income taxes on the funds in the Trust Account. There will be no redemption rights with respect to the Warrants. Holders of outstanding units of Priveterra must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to                      . Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using the Depository Trust & Clearing Corporation (“DTCC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a holder of Class A Common Stock. As a corollary, failure to deliver (either physically or electronically) your stock certificate(s) to Priveterra’s transfer agent,                      , no later than two business days prior to the Special Meeting, means you will not have any right in connection with the Business Combination to exchange your Public Shares for a pro rata share of the funds held in the Trust Account. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of Priveterra.

Those Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the funds held in the Trust Account need not submit their certificate(s). Public Stockholders who exercise their redemption rights must deliver their share certificate(s) to                       (either

Priveterra stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Priveterra shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record and your Priveterra shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Priveterra shares.

If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

Priveterra will pay the cost of soliciting proxies for the Special Meeting. Priveterra has engaged D.F. King to assist in the solicitation of proxies for the Special Meeting. Priveterra has agreed to pay a fee of $25,000, plus disbursements. Priveterra will reimburse D.F. King for reasonable out-of-pocket losses, damages and expenses. Priveterra will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.