Priveterra Acquisition Corp. II filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 17, 2023, Priveterra Acquisition Corp. II, a Delaware corporation (the “Company”), issued a promissory note (the “Note”) to Priveterra Sponsor, LLC II (the “Sponsor”) in the principal amount of up to $2,000,000. The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. The loan bears interest at a rate of 16.00% and is payable on the date on which the Company consummates its initial business combination. In the event that the Company fails to consummate an initial business combination, the loan will be payable within fifteen (15) days of such failure to consummate. In addition, the Note provides that the Company will pay the Sponsor $25,000 per month for certain office space, utilities, secretarial support and administrative services as may be reasonably requested by the Company.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 to this report and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this report is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 17, 2023, the board of directors of the Company amended and restated the Company’s by laws (the “Amended and Restated By Laws,” effective immediately, to reflect that the Company changed its name from “Tastemaker Acquisition Corp.” to “Priveterra Acquisition Corp. II”. A copy of the Amended and Restated By Laws is attached as Exhibit 3.1 to this report and incorporated herein by reference.
| Item 8.01 | Other Matters. |
On July 17, 2023, the Sponsor deposited $57,658.68 into the Company’s trust account in respect of 1,921,956 public shares outstanding following the redemption of shares in connection with the special meeting of stockholders of the Company held on July 11, 2023. In connection with the special meeting, stockholders holding an aggregate of 1,004,971 shares of the Company’s Class A common stock, par value $0.0001 per share, exercised their right to redeem their shares for approximately $10.73 per share of the funds held in the Company’s trust account, leaving approximately $20,616,541 in cash in the trust account after satisfaction of such redemptions and prior to the deposit of the additional funds into the Company’s trust account.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated By Laws of the Registrant | |
| 10.1 | Promissory Note of the Registrant | |
| 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: July 21, 2023 | ||
| PRIVETERRA ACQUISITION CORP. II | ||
| By: | /s/ Oleg Grodnensky | |
| Name: | Oleg Grodnensky | |
| Title: | Chief Executive Officer | |