UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to the Registrant’s Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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
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