Regulation FD Disclosure Form 8 K

Item 7.01

Regulation FD Disclosure.

On September 12, 2024, the board of directors (the "Board") of Priveterra Acquisition Corp. II (the "Company") unanimously decided that the Company will redeem all of its outstanding shares of Class A common stock, $0.0001 par value ("Class A Common Stock"), that were included in the units issued in its initial public offering (the "Public Shares") as the Company will not consummate an initial business combination on or prior to September 12, 2024 and will not extend its deadline to complete an initial business combination to October 12, 2024.

Pursuant to the Company's Amended and Restated Certificate of Incorporation, as amended, in the event that the Company has not consummated an initial business combination by April 12, 2024 (or such earlier date as determined by the Board); provided that, the Corporation may extend such date on a monthly basis through October 12, 2024 (as may be extended, the "Deadline Date"), the Company shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest (net of certain amounts withdrawn as described in the Company's registration statement, and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company's obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

The per-share redemption price for the Public Shares is expected to be approximately $11.20 (after taking into account the removal of a portion of the accrued interest in the trust account to pay taxes and $100,000 for dissolution expenses).

The Public Shares ceased trading on or about July 29, 2024, 10 calendar days after the Nasdaq Stock Exchange LLC's filing of the Form 25 with the United States Securities and Exchange Commission (the "Commission") to delist the Company's securities. The Company expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

The Public Shares will be cancelled and, at such time, will represent only the right to receive the redemption amount.

The redemption amount will be payable to the holders of the Public Shares upon delivery of their shares or units. Beneficial owners of Public Shares held in "street name," however, will not need to take any action in order to receive the redemption amount. Continental Stock Transfer & Trust Company will be the transfer agent, whose address is 1 State Street, 30th Floor, New York, NY 10004-1571.

There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless. The Company's initial stockholders have waived their redemption rights with respect to the Company's outstanding common stock issued before the Company's initial public offering.

FORWARD-LOOKING STATEMENTS

This current report on Form 8-K may include, and oral statements made from time to time by representatives of Priveterra Acquisition Corp. II may include, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company's filings with the Commission. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and prospectus for the Company's initial public offering filed with the Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Public link

Please use the above public link if you want to share this noodl on another website.