UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to.

Priveterra Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-39945

85-3940478

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

300 SE 2nd Street, Suite 600

Fort Lauderdale, FL 33301

(754) 220-9229

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	PMGM	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50	PMGMW	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	PMGMU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of July 21, 2023, 2,002,272 shares of Class A common stock, par value $0.0001 per share, and 6,900,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

PRIVETERRA ACQUISITION CORP.

Form 10-Q

For the Quarter Ended June 30, 2023

Table of Contents

	Page
PART I. FINANCIAL INFORMATION	3
Item 1. Condensed Consolidated Financial Statements.	3
Condensed Consolidated Balance Sheets as of June 30, 2023(unaudited) and December 31, 2022	3
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022	4
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2023 and 2022	5
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	29
Item 4. Controls and Procedures.	29
PART II - OTHER INFORMATION	30
Item 1. Legal Proceedings.	30
Item 1A. Risk Factors.	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	30
Item 3. Defaults upon Senior Securities.	31
Item 4. Mine Safety Disclosures.	31
Item 5. Other Information.	31
Item 6. Exhibits.	31
PART III	32
SIGNATURE	32

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

PRIVETERRA ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets
Cash	$	441,377	$	67,909
Prepaid assets		150,721		41,287
Total Current Assets		592,098		109,196

Cash and Investments held in Trust Account		21,193,395		279,384,429
Total Assets	$	21,785,493	$	279,493,625

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	6,960,841	$	2,620,682
Franchise tax payable		16,232		226,936
Promissory Note – Related Party		1,000,000		150,000
Deferred tax liability		—		588,899
Excise tax liability		424,059		—
Income tax payable		1,059,625		294,430
Total current liabilities		9,460,757		3,880,947

Warrant liabilities		1,336,725		669,759
Deferred underwriting commission		1,255,800		5,892,600
Total liabilities		12,053,282		10,443,306

Commitments and Contingencies

Class A common stock subject to possible redemption, 2,002,272 shares and 27,600,000 shares as of June 30, 2023, and December 31, 2022, at redemption value of $10.58 and $10.09, respectively		21,193,395		278,487,272

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2023 and December 31, 2022		—		—
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; 0 shares issued and outstanding (excluding 2,002,272 and 27,600,000 shares subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively)		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at June 30, 2023 and December 31, 2022		690		690
Additional paid-in capital		32,000		32,000
Accumulated deficit		(11,493,874)		(9,469,643)
Total Stockholders’ Deficit		(11,461,184)		(9,436,953)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	21,785,493	$	279,493,625

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

PRIVETERRA ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Operating costs	$	3,526,521	$	427,204	$	5,270,006	$	816,277
Loss from operations		(3,526,521)		(427,204)		(5,270,006)		(816,277)

Other (expense) income
Unrealized change in fair value of warrants		(524,114)		2,173,893		(666,966)		5,206,773
Gain on forgiveness of deferred underwriting fee payable		—		—		200,087		—
Interest earned on investments held in Trust Account		199,960		137,380		1,902,329		266,966
Total other (expense) income, net		(324,154)		2,311,273		1,435,450		5,473,739

(Loss) Income before provision for income taxes		(3,850,675)		1,884,069		(3,834,556)		4,657,462
Provision for income taxes		(91,662)		(16,965)		(496,296)		(16,965)
Net (loss) income	$	(3,942,337)	$	1,867,104	$	(4,330,852)	$	4,640,497

Basic and diluted weighted average shares outstanding, Class A common stock		2,002,272		27,600,000		7,559,570		27,600,000
Basic and diluted net (loss) income per share, Class A common stock	$	(0.44)	$	0.05	$	(0.30)	$	0.13
Basic and diluted weighted average shares outstanding, Class B common stock		6,900,000		6,900,000		6,900,000		6,900,000
Basic and diluted net (loss) income per share, Class B common stock	$	(0.44)	$	0.05	$	(0.30)	$	0.13

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

PRIVETERRA ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Common Stock						Additional					Total
	Class A			Class B			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—	6,900,000	$	690	$	32,000	$	(9,469,643)	$	(9,436,953)
Accretion of Class A common stock to redemption value	—		—	—		—		—		2,931,576		2,931,576
Excise tax imposed on common stock redemptions	—		—	—		—		—		(424,059)		(424,059)
Net loss	—		—	—		—		—		(388,515)		(388,515)
Balance - March 31, 2023 (unaudited)	—		—	6,900,000		690		32,000		(7,350,641)		(7,317,951)
Accretion of Class A common stock to redemption value	—		—	—		—		—		(200,896)		(200,896)
Net loss	—		—	—		—		—		(3,942,337)		(3,942,337)
Balance — June 30, 2023 (unaudited)	—	$	—	6,900,000	$	690	$	32,000	$	(11,493,874)	$	(11,461,184)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2022	—	$	—	6,900,000	$	690	$	32,000	$	(16,962,545)	$	(16,929,855)
Net income	—		—	—		—		—		2,773,393		2,773,393
Balance - March 31, 2022 (unaudited)	—		—	6,900,000		690		32,000		(14,189,152)		(14,156,462)
Accretion of Class A common stock to redemption value	—		—	—		—		—		(79,687)		(79,687)
Net income	—		—	—		—		—		1,867,104		1,867,104
Balance - June 30, 2022 (unaudited)	—	$	—	6,900,000	$	690	$	32,000	$	(12,401,735)	$	(12,369,045)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

PRIVETERRA ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Six Months Ended

June 30,

SEC Form 10-Q filed by Priveterra Acquisition Corp.