UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER 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 ______________

Commission File Number 001-39858

PRIVETERRA ACQUISITION CORP.II

(Exact name of registrant as specified in its charter)


Delaware		85-2478126
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1 Park Place

Irvine, CA 92614

(Address of principal executive offices and zip code)

(949) 787-2910

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, 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
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	TMKRU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	TMKR	The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	TMKRW	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 (Section 232.405 of this chapter) during the preceding 12 months (or 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, a 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 21, 2023, there were 8,821,956 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and 0 shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

PRIVETERRA ACQUISITION CORP. II

(FORMERLY KNOWN AS TASTEMAKER ACQUISITION CORP.)

TABLE OF CONTENTS


		Page
PART 1 - FINANCIAL INFORMATION

Item 1.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

	CONDENSED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022	1

	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)	2

	CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)	3

	CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)	4

	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	5

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32

Item 4.	CONTROLS AND PROCEDURES	32

PART II - OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	34

Item 1A.	RISK FACTORS	34

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	34

Item 3.	DEFAULTS UPON SENIOR SECURITIES	34

Item 4.	MINE SAFETY DISCLOSURES	34

Item 5.	OTHER INFORMATION	34

Item 6.	EXHIBITS	35

SIGNATURES		36

Table of Contents

PRIVETERRA ACQUISITION CORP. II

(FORMERLY KNOWN AS TASTEMAKER ACQUISITION CORP.)

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2023		2022
	(Unaudited)
Assets:
Current assets:
Cash	$	221	$	40,801
Prepaid expenses and other		67,143		8,333
Total current assets		67,364		49,134
Cash and investments held in Trust Account		31,337,174		30,312,244
Total Assets	$	31,404,538	$	30,361,378

Liabilities and Stockholders' Deficit:
Current liabilities:
Accounts payable	$	434,000	$	238,797
Income tax payable		16,895		199,728
Franchise tax payable		—		32,744
Accrued expenses		1,239,823		2,628,727
Deferred tax liability		—		97,650
Promissory note - related party		1,362,278		86,100
Convertible promissory note - related party		70,935		77,900
Total current liabilities		3,123,931		3,361,646
Deferred underwriting fee payable		10,350,000		10,350,000
Warrant liabilities		460,896		3,375,000
Total Liabilities		13,934,827		17,086,646

Commitments and Contingencies (Note 6)
Class A common stock, $0.0001 par value, subject to possible redemption; 2,926,927 shares at redemption value at $10.67 and $10.21 per share redemption value as of June 30, 2023 and December 31, 2022, respectively		31,229,479		29,882,122
Stockholders' Deficit:
Preferred stock, $

SEC Form 10-Q filed by Priveterra Acquisition Corp. II