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): February 10, 2023
PRIVETERRA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40021 | | 85-3940478 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
300 SE 2nd Street, Suite 600
Fort Lauderdale, Florida | | 33301 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +1 (754) 220-9229
| 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 of 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-third 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 |
| Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | | PMGMW | | 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 3.03 Material Modification to Rights of Security Holders.
At the special meeting of stockholders of Priveterra Acquisition Corp. (the “Company”) held on February 10, 2023 (the “Special Meeting”) stockholders of the Company approved the certificate of amendment to the second amended and restated certificate of incorporation (the “Charter Amendment”) to amend the Company’s contractual expiration date of February 11, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”) from February 11, 2023 to August 11, 2023 and publicly announced by the Company (the “Amended Termination Date”).
The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on the date hereof. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1, which is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, a total of 27,795,918 (80.56%) of the Company’s issued and outstanding shares of common stock held of record at the close of business on December 21, 2022, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposal (the “Proposal”) at the Special Meeting, which is described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission on December 21, 2022 (as supplemented from time to time, the “Proxy Statement”).
Proposal No. 1 – The Extension Amendment– to amend the Company’s second amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination from February 11, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of shares of Class A common stock) to August 11, 2023 (the date which is 30 months from the closing date of the initial public offering).
| | | | | | |
| For | | Against | | Abstain | |
| 24,548,209 | | 3,245,246 | | 2,463 | |
As there were sufficient votes to approve the Proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.
In connection with the vote described above, the holders of 25,597,728 shares of Class A common stock, par value $0.0001 per share, properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.11 per share, for an aggregate redemption amount of approximately $258,793,030.08.
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: February 10, 2023
| PRIVETERRA ACQUISITION CORP. | |
| | |
| By: | /s/ Robert J. Palmisano | |
| Name: | Robert J. Palmisano | |
| Title: | Chief Executive Officer and Chairman | |
