PMGM Priveterra Acquisition Corporation II

Special Meeting Date

On January 23, 2023, the Company announced that it had determined to postpone the date of the Special Meeting from January 23, 2023 to February 6, 2023. The Special Meeting has been further postponed (the “Postponement”) and will be held at 12:00 p.m. Eastern Time on February 10, 2023 virtually via live webcast. It can be accessed by visiting www.virtualshareholdermeeting.com/PMGM2023SM.

Extension of Redemption Deadline

As a result of the Postponement, the previously disclosed deadline of January 20, 2023 (two business days before the Special Meeting) for delivery of redemption requests from the Company’s stockholders to the Company’s transfer agent has been extended to February 8, 2023 (two business days before the postponed Special Meeting).

Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the December 21, 2022 record date can vote, even if they have subsequently sold their shares. Stockholders who wish to withdraw their previously submitted redemption request may do so prior to the rescheduled meeting by requesting that the transfer agent return such shares by February 8, 2023.

Extension Amendment Proposal and the Contribution

To allow for additional time to consummate the AEON business combination, the Board of Directors of the Company believes it is in the best interests of the Company’s stockholders to approve the Extension Amendment Proposal to extend the date by which the Company must consummate a business combination through the Extended Date.

The Definitive Proxy Statement is hereby amended in that for each instance of September 11, 2023 we amend to refer to August 11, 2023.

If the Extension Amendment Proposal is approved at the Special Meeting, then on February 20, 2023, the Sponsor, or its designees (the Sponsor or its designee making such Contribution, a “Contributor”), will deposit into the Trust Account as a loan, the lesser of (x) $240,000 or (y) $.12 per public share multiplied by the number of public shares outstanding and not redeemed in connection with the Special Meeting, on such date in respect of the period from February 11, 2023 until May 11, 2023 (the date which is 27 months from the closing date of the IPO). In addition, in the event the previously disclosed AEON business combination has not been consummated prior to May 11, 2023, then for each month that is needed by the Company to complete the AEON business combination thereafter until August 11, 2023 (or such earlier date as determined by the Sponsor in its sole discretion), the Contributor may elect, on the first day of each one-month period thereafter, to deposit into the Trust Account as a loan the lesser of (x) $80,000 or (y) $.04 per public share multiplied by the number of public shares outstanding in respect of such month-long period. The foregoing contributions are each referred to as a “Contribution” and each date for such Contribution, a “Contribution Date”. In the event that the Sponsor determines not to make any Contribution on an applicable Contribution Date, which it may do in its sole discretion, the Sponsor shall cause the Company to be liquidated as promptly as practicable and the Company shall take all actions necessary to liquidate the Company as promptly as practicable and redeem each of the shares of Class A common stock in accordance with our Charter, including, if necessary, seeking approval of the Company’s stockholders to liquidate the Company prior to the Extended Date.

The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by the Company upon consummation of an initial business combination. If the Company does not consummate an initial business combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Extension Amendment Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved. If the Company has consummated an initial business combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Inflation Reduction Act of 2022.

Reference is made to the Risk Factors section in the Proxy Statement that states, “A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.” Except for franchise and income taxes, the proceeds placed in the Trust Account in connection with the Company’s IPO and any extension payments, as well as any interest earned thereon, shall not be used to pay for potential excise taxes or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events involving, or future performance of, the Company or AEON. In some cases, you can identify forward-looking statements by terminology such as “pro forma”, “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and AEON and its management, as the case may be, are inherently uncertain. Certain risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final prospectus dated February 11, 2021, relating to its IPO and other risks and uncertainties indicated from time to time in the definitive proxy statement to be delivered to the Company’s stockholders and related S-4 Registration Statement, including those set forth under “Risk Factors” therein, and other documents filed to be filed with the SEC by the Company.

Additional Information and Where to Find It

The Company has filed with the SEC a definitive proxy statement (the “Proxy Statement”) in connection with the Special Meeting and, beginning on December 23, 2022, mailed the Proxy Statement and other relevant documents to its stockholders as of the December 21, 2022 record date for the Special Meeting. The Company’s stockholders and other interested persons are advised to read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Special Meeting because these documents will contain important information about the Company, the Extension and related matters. Stockholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated above.

SIGNATURES

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.