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                             March 23, 2023

       Oleg Grodnensky
       Chief Operating Officer and Chief Financial Officer
       Priveterra Acquisition Corp.
       300 SE 2nd Street, Suite 660
       Fort Lauderdale, FL 33301

                                                        Re: Priveterra
Acquisition Corp.
                                                            Registration
Statement on Form S-4 Amendment No. 2
                                                            Filed March 10,
2023
                                                            File No. 333-269006

       Dear Oleg Grodnensky:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, we may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 27, 2023 letter.

       Amendment No. 2 on Form S-4 filed March 10, 2023

       Financial Statements of Priveterra Acquisition Corp.
       Note 6. Commitments and Contingencies, page F-17

   1.                                                   You disclose here that
in November 2022 you recognized a gain of $3,767,400 in relation
                                                        to the waiver of the
deferred underwriter fee allocated to the underwriter in the
                                                        accompanying
consolidated financial statements. You also disclose that an additional
                                                        deferred fee of
$4,636,800 was waived on January 23, 2023. Your disclosures on page F-
                                                        11 appear to indicate
that your deferred underwriting costs were originally charged to
                                                        temporary equity or the
consolidated statement of operations based on the relative value of
                                                        the Public warrants.
Please address the following regarding the waiver of these deferred
                                                        underwriting fees:
 Oleg Grodnensky
Priveterra Acquisition Corp.
March 23, 2023
Page 2
             Tell us how you determined that reporting the waiver of these fees
as a gain on your
           statement of operations is appropriate. Identify the guidance on
which you relied.
             Tell how you determined that some or all of the waived fees should
be reported as an
           adjustment to equity rather than a gain.
             Tell us the extent to which the deferred underwriting fees that
were subsequently
           waived were originally recorded as equity or on your statement of
operations.
             Tell us how you considered the guidance of ASC 420-10-40-1 in your
determination
           of how to account for and report the waiver of these fees.

       You may contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cindy Polynice at 202-551-8707 or Joe McCann at 202-551-6262 with any
other
questions.



                                                           Sincerely,
FirstName LastNameOleg Grodnensky
                                                           Division of
Corporation Finance
Comapany NamePriveterra Acquisition Corp.
                                                           Office of Life
Sciences
March 23, 2023 Page 2
cc:       W. Soren Kreider IV, Esq.
FirstName LastName