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                              June 28, 2024

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

                                                        Re: AEON Biopharma,
Inc.
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed May 31, 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. 4 to Form S-1 filed May 31, 2024

       Prospectus Summary, page 1

   1.                                                   We note your disclosure
on page 5 and elsewhere indicating that you are ceasing certain
                                                        clinical trials and
implementing certain cash preservation measures while you
                                                        evaluate strategic
options. Please revise the "Overview" section of the Summary to
                                                        provide prominent and
updated disclosure about the status of your operations and the
                                                        nature, timing and
status of the strategic review process.
       Transactions with Atalaya and Polar, page 2

   2.                                                   We note your response
to prior comment 1; however, we are unable to concur with your
                                                        analysis that the
Sellers are not "underwriters    within the meaning of the Securities Act of
                                                        1933, as amended. As
such, we reissue prior comment 1.
 Marc Forth
FirstName  LastNameMarc
AEON Biopharma,   Inc. Forth
Comapany
June       NameAEON Biopharma, Inc.
     28, 2024
June 28,
Page 2 2024 Page 2
FirstName LastName
3.       We note your response to prior comment 2. Please revise to identify
which party or parties
         negotiated to have the offset provision included in the arrangement
and their reason(s) for
         doing so.
4.       We note the information contained in your response to prior comment 3.
Please revise to
         disclose that the ACM Investor resold the 236,236 shares following the
business
         combination.
        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,

                                                              Division of
Corporation Finance
                                                              Office of Life
Sciences
cc:      Eric Hanzich