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, 2022

☐ 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

(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 August 11, 2022, 27,600,000 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, respectively.

Table of Contents

PRIVETERRA ACQUISITION CORP.

Form 10-Q

For the Quarter Ended June 30, 2022

Table of Contents

	Page
PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements.	3
unaudited Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	3
unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021	4
unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2022 and 2021	5
unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021	6
Notes to Condensed Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4. Controls and Procedures.	24
PART II - OTHER INFORMATION	26
Item 1. Legal Proceedings.	26
Item 1A. Risk Factors.	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	26
Item 3. Defaults upon Senior Securities.	27
Item 4. Mine Safety Disclosures.	27
Item 5. Other Information.	27
Item 6. Exhibits.	27

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PRIVETERRA ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(unaudited)
Assets
Current assets
Cash	$	7,758	$	497,412
Prepaid assets		240,536		337,812
Total Current Assets		248,294		835,224

Prepaid assets – non-current		—		34,619
Investments held in Trust Account		276,266,153		276,079,687
Total Assets	$	276,514,447	$	276,949,530

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	848,813	$	634,585
Franchise tax payable		100,000		200,000
Income tax payable		16,965		—
Total current liabilities		965,778		834,585

Warrant liability		2,178,027		7,384,800
Deferred underwriters’ discount		9,660,000		9,660,000
Total liabilities		12,803,805		17,879,385

Commitments and Contingencies

Class A common stock subject to possible redemption, 27,600,000 shares as of June 30, 2022 and December 31, 2021, at redemption value of $10.00		276,079,687		276,000,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; 0 shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021, respectively		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		690		690
Additional paid-in capital		32,000		32,000
Accumulated deficit		(12,401,735)		(16,962,545)
Total stockholders’ deficit		(12,369,045)		(16,929,855)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	276,514,447	$	276,949,530

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

Table of Contents

PRIVETERRA ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Formation and operating costs	$	427,204	$	398,443	$	816,277	$	599,306
Loss from operations		(427,204)		(398,443)		(816,277)		(599,306)

Other income (expense)
Unrealized gain (loss) on change in fair value of warrants		2,173,893		(3,655,467)		5,206,773		3,511,333
Offering costs allocated to warrant liabilities		—		—		—		(655,046)
Interest earned on investments held in Trust Account		137,380		28,716		266,966		37,035
Total other income (expense), net		2,311,273		(3,626,751)		5,473,739		2,893,322

Income before provision for income taxes		1,884,069		(4,025,194)		4,657,462		2,294,016
Provision for income taxes		(16,965)		—		(16,965)		—
Net income (loss)	$	1,867,104	$	(4,025,194)	$	4,640,497	$	2,294,016

Basic and diluted weighted average shares outstanding, Class A common stock		27,600,000		27,600,000		27,600,000		21,348,066
Basic and diluted net income (loss) per share, Class A common stock	$	0.05	$	(0.12)	$	0.13	$	0.08
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 income (loss) per share, Class B common stock	$	0.05	$	(0.12)	$	0.13	$	0.08

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

Table of Contents

PRIVETERRA ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

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)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021



	Common Stock						Additional					Total
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance—December 31, 2020	—	$	—	6,900,000	$	690	$	24,310	$	(3,588)	$	21,412
Excess cash over fair value for Private Placement Warrants	—		—	—		—		1,199,067		—		1,199,067
Accretion of Class A common stock to redemption value	—		—	—		—		(1,223,377)		(25,159,789)		(26,383,166)
Net income	—		—	—		—		—		6,319,210		6,319,210
Balance as of March 31, 2021 (unaudited)	—		—	6,900,000		690		—		(18,844,167)		(18,843,477)
Proceeds received in excess of fair value for Working Capital Loan conversion into Private Placement Warrants	—		—	—		—		32,000		—		32,000
Net loss	—		—	—		—		—		(4,025,194)		(4,025,194)
Balance as of June 30, 2021 (unaudited)	—	$	—	6,900,000	$	690	$	32,000	$	(22,869,361)	$	(22,836,671)

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

Table of Contents

PRIVETERRA ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six		For the Six
	Months Ended		Months Ended
	June 30,		June 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	4,640,497	$	2,294,016
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(266,966)		(37,035)
Unrealized gain on change in fair value of warrants		(5,206,773)		(3,511,333)
Offering costs allocated to warrant liabilities		—		655,046
Changes in operating assets and liabilities:
Prepaid assets		131,895		(589,484)
Franchise tax payable		(83,035)		100,000
Accrued expenses		214,228		81,950
Net cash used in operating activities		(570,154)		(1,006,840)

Cash Flows from Investing Activities:
Principal invested into Trust account		—		(276,000,000)
Withdraw from Trust Account for tax obligations		80,500		—
Net cash provided by (used in) investing activities		80,500		(276,000,000)

Cash Flows from Financing Activities:
Due to related party		—		3,495
Proceeds from sale of Units, net of underwriter fee		—		270,480,000
Payment of offering costs		—		(369,212)
Proceeds from issuance of Private Placement Warrants		—		7,920,000
Borrowing from promissory note		—		35,192
Repayment of promissory note		—		(73,780)
Net cash provided by financing activities		—		277,995,695

Net Change in Cash		(489,654)		988,855
Cash - Beginning of period		497,412		—
Cash - End of period	$	7,758	$	988,855

SEC Form 10-Q filed by Priveterra Acquisition Corp.