United States securities and exchange commission logo





                            April 30, 2024

       Marc Forth
       Chief Executive Officer
       AEON Biopharma, Inc.
       5 Park Plaza, Suite 1750
       Irvine, CA 92614

                                                        Re: AEON Biopharma,
Inc.
                                                            Amendment No. 3 to
Registration Statement on Form S-1
                                                            Filed April 2, 2024
                                                            File No. 333-274094

       Dear Marc Forth:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a 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 this letter, we may have additional comments.

       Amendment No. 3 to Form S-1 filed April 2, 2024

       Cover Page

   1.                                                   We note your response
to prior comment 1. Based on the revised disclosures concerning
                                                        the termination of the
Forward Purchase Agreements as of March 18, 2024, it now
                                                        appears that the
Sellers are retaining the shares under the FPA Funding Amount
                                                        Subscription Agreements
and are not required to make any cash payments as
                                                        consideration for these
shares. In addition, we note the circumstances under which the
                                                        New Money PIPE Shares
were issued to the Sellers, including, without limitation, (i)
                                                        cross-conditioning the
issuance of the New Money PIPE Shares and the execution of the
                                                        original FPA
Agreements, (ii) entry into the Letter Agreements, which were "designed to
                                                        limit the Seller   s
exposure to downside risk" in purchasing the New Money PIPE
                                                        Shares, (iii) the
Company   s arrangement with ACM whereby ACM purchased shares in
                                                        the open market to
facilitate the Closing and in exchange received a significant discount
                                                        on the price paid for
the New Money PIPE Shares. Please revise the registration statement
 Marc Forth
FirstName   LastNameMarc
AEON Biopharma,     Inc. Forth
Comapany
April       NameAEON Biopharma, Inc.
       30, 2024
April 230, 2024 Page 2
Page
FirstName LastName
         to identify ACM and Polar as underwriters and state that such
underwriters will resell
         their shares at a fixed price. For additional guidance, refer to
Securities Act Rules
         C&DI 612.09.
Transactions with Atalaya and Polar, page 2

2.       We note your response to prior comment 5, which we reissue in part.
Explain why it was
         necessary or preferential from Priveterra's perspective that the ACM
Investor purchase the
         236,236 existing shares from redeeming Priveterra shareholders rather
than pay $2.5
         million to the Company in consideration of the new shares issued in
the PIPE. With
         reference to your statement indicating that the Company received the
same economic
         benefit under this credit arrangement, please revise to disclose, if
true, that Priveterra
         would have had 236,236 fewer shares outstanding if the ACM Investor
had delivered $2.5
         million in funds directly to Priveterra, as would be the case in a
standard PIPE investment.
3.       We note your response to prior comment 6; however, we are unable to
locate responsive
         disclosure on page 3 as stated in your response letter. Please revise
the second paragraph
         under the heading to clarify the financial benefits that the ACM
Investor received through
         the arrangement. In this regard, it appears that ACM received $2.5
million worth of new
         shares from the company and sold the 236,236 shares on the open
market, potentially at an
         additional profit.
4.       With respect to your discussion of the FPA Termination Agreements on
pages 2 and
         3, please revise here and elsewhere as appropriate to disclose: (i)
the reason(s) why the
         Company negotiated the Termination Agreements with Sellers; and (ii)
all material terms
         of the Termination Agreements, including but not limited to the
Damages Deadline and
         the liquidated damages provisions.
Letter Agreements, page 3

5.       We note your revisions in response to prior comment 10. Please further
revise to clarify
         whether the Sellers have become entitled to, and/or received, any
additional shares of
         common stock from the Sponsor based on the terms of the Letter
Agreements, including
         but not limited to the make-whole provisions. If so, summarize any
additional
         share issuances or transfers made under the Letter Agreements, and
explain how the
         amounts were determined.
AEON Biopharma, Inc. Financial Statements for Fiscal Year Ended December 31,
2023, page F-
1

6.       We have considered your accounting conclusion regarding the
presentation of certain
         costs or expenditures related to the acquisition of AEON Biopharma,
Inc. by Priveterra
         Acquisition Corp. "on the line." We have considered the information
provided in your
         comment letter responses during 2023 and 2024, as well as the
information conveyed
         during our conference call on December 11, 2023. We believe that under
ASC 805, there
         is an initial recognition of your IPR&D asset in the opening balance
sheet of the successor
 Marc Forth
AEON Biopharma, Inc.
April 30, 2024
Page 3
       period. Any subsequent charge related to the IPR&D asset should be
recognized in the
       successor period consolidated statement of operations. As a result, we
are unable to
       concur with your presentation of the write-off of in-process research
and development
       (IPR&D) "on the line." Please revise your financial statements as
applicable.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please 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 Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any
other
questions.



                                                           Sincerely,
FirstName LastNameMarc Forth
                                                           Division of
Corporation Finance
Comapany NameAEON Biopharma, Inc.
                                                           Office of Life
Sciences
April 30, 2024 Page 3
cc:       Eric Hanzich
FirstName LastName