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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 6, 2023
Priveterra Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
Delaware |
001-39858 |
85-2478126 |
(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
incorporation or organization) |
File Number) |
Identification Number) |
1 Park Plaza |
|
Irvine, CA |
92614 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (949) 787-2910
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 6, 2023, Priveterra Acquisition Corp.
II, a Delaware corporation (the “Company”), filed an amendment (the “Name Change Amendment”) to its Amended
and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware changing its name from
“Tastemaker Acquisition Corp.” to “Priveterra Acquisition Corp. II”. A copy of the Name Change
Amendment is attached as Exhibit 3.1 to this report and incorporated herein by reference.
On July 11, 2023, following the conclusion of
the special meeting of stockholders of the Company (the “Special Meeting”), the Company filed an amendment (the
“Second Extension and Redemption Limitation Amendment”) to its Amended and Restated Certificate of Incorporation with
the Secretary of State of the State of Delaware. The disclosure contained in Item 5.07 of this report is incorporated herein by
reference. A copy of the Second Extension and Redemption Limitation Amendment is attached as Exhibit 3.2 to this report and
incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 10, 2023, the
Company convened the Special Meeting. The only proposal submitted for a vote of the stockholders at the Special Meeting was the approval
of the adjournment of such meeting. The reconvened Special Meeting (the “Reconvened Meeting”) was held on July 11, 2023. At
the Reconvened Meeting, the Company’s stockholders voted on the additional proposals set forth below. Each of the proposals is described
in greater detail in the definitive proxy statement of the Company, which was filed with the Securities and Exchange Commission on June
23, 2023.
As of the close of business
on May 22, 2023, the record date for the Special Meeting and the Reconvened Meeting, there were 2,926,927 shares of Class A common stock,
par value $0.0001 per share (“Class A common stock”), and 6,900,000 shares of Class B common stock, par value $0.0001 per
share (the “Class B common stock” and together with Class A common stock, the “common stock”), outstanding. Each
share of common stock was entitled to one vote on each of the proposals. The shares of Class A common stock and Class B common stock were
voted as a single class. At the Reconvened Meeting, there were 8,766,221 shares of common stock present in person or by proxy, representing
approximately 89.2% of the outstanding shares of common stock entitled to vote as of the Record Date, which constituted a quorum to
conduct business.
Each of the proposals
was approved by the Company’s stockholders. A summary of the voting results for each proposal is set forth below:
Second Extension Amendment Proposal
A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which it has to consummate a business combination from July 12, 2023 (the date which is 30 months from the closing date of the Company’s initial public offering of the units) to January 12, 2024 (the date which is 36 months from the closing date of the Company’s initial public offering of the units):
For | | |
Against | | |
Abstain | |
| 8,619,399 | | |
| 145,822 | | |
| 1,000 | |
Redemption Limitation Amendment Proposal
A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (or any successor rule)) of less than $5,000,001 in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed such limitation:
For | | |
Against | | |
Abstain | |
| 8,619,449 | | |
| 145,772 | | |
| 1,000 | |
Adjournment Proposal
A proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal:
For | | |
Against | | |
Abstain | |
| 8,596,738 | | |
| 168,483 | | |
| 1,000 | |
Following the Special Meeting, Priviterra
Acquisition Sponsor LLC II (the “Sponsor”), as the sole holder of shares of Class B common stock, converted all of its
shares of Class B common stock to shares of Class A common stock, on a one-for-one basis (collectively, the “Class B
Conversion”). Notwithstanding the Class B Conversion, the Sponsor, as well as the Company’s officers and directors, will
be not entitled to receive any funds held in the trust account with respect to any shares of Class A common stock issued to such
holders as a result of the Class B Conversion and no additional amounts will be deposited into the trust account in respect of
shares of Class A common stock held by the Sponsor.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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 12, 2023 |
|
|
|
|
PRIVETERRA ACQUISITION CORP. II |
|
|
|
|
By: |
/s/ Oleg Grodnensky |
|
Name: Oleg Grodnensky |
|
Title: Chief Executive Officer |
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
Tastemaker
Acquisition Corp.
Tastemaker Acquisition Corp., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY:
FIRST: That the board of directors
of the Corporation, by resolutions adopted by written consent, declared advisable that the Certificate of Incorporation of Tastemaker
Acquisition Corp. be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:
“The name of the Corporation
is Priveterra Acquisition Corp. II.”
SECOND: That said amendment
was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: That this Certificate
of Amendment to the Certificate of Incorporation shall be effective on July 6, 2023.
IN WITNESS WHEREOF, the
undersigned has executed this Certificate of Amendment to Certificate of Incorporation as of the date first set forth above.
|
Tastemaker Acquisition Corp. |
|
|
|
By: |
/s/ Oleg Grodnensky |
|
Name: |
Oleg Grodnensky |
|
Title: |
Chief Executive Officer |
Exhibit 3.2
AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
PRIVETERRA ACQUISITION CORP. II
JULY 11, 2023
Priveterra Acquisition
Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY AS FOLLOWS:
| 1. | The name of the Corporation is “Priveterra Acquisition Corp. II” The original certificate of incorporation was filed in
the office of the Secretary of State of the State of Delaware on August 10, 2020 (the “Original Certificate”).
The Amended and Restated Certificate of Incorporation, which both restated and amended the provisions of the Original Certificate, was
filed in the office of the Secretary of State of the State of Delaware on January 7, 2021 (the “Amended and Restated
Charter”). The First Amendment to the Amended and Restated Charter was filed in the office of the Secretary of State of
the State of Delaware on December 12, 2022. An Amendment to the Amended and Restated Charter was filed in the office of the Secretary
of State of the State of Delaware on July 6, 2023. |
| 2. | This Amendment to the Amended and Restated Charter was duly adopted in accordance with Section 242 of the General Corporation
Law of the State of Delaware, as amended from time to time, and shall become effective on the date of filing with the Secretary of State
of Delaware. |
| 3. | Certain capitalized terms used in this Amendment to the Amended and Restated Charter are defined where appropriate herein. |
| 4. | The text of Section 9.1(b) of Article IX of the Amended and Restated Charter is hereby amended and restated to read
in full as follows: |
“(b) Immediately
after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds
of any exercise of the underwriter’s overallotment option) and certain other amounts specified in the Corporation’s registration
statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on
October 2, 2020, as amended (the “Registration Statement”), shall be deposited in a trust account (the
“Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust
agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust
Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest
to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined
below) if the Corporation is unable to complete its initial Business Combination by January 12, 2024 (or such earlier date as determined
by the Board) (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate
documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open (the “Deadline
Date”), and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended
and Restated Certificate of Incorporation as described in Section 9.7. Holders of shares of Common Stock included as part
of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the
Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of
the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
| 5. | The text of Section 9.2(a) of Article IX of the Amended and Restated Charter is hereby amended and restated to read
in full as follows: |
“(a) Prior
to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the
opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and
subject to the limitations of, Section 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares
redeemed pursuant to this Section 9.2(a), the “Redemption Rights”) hereof for cash equal to the
applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption
Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be
no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
| 6. | The text of Section 9.2(e) of Article IX of the Amended and Restated Charter is hereby amended and restated to read
in full as follows: |
“(e) If
the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation
shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote
of the holders of a majority of the shares of Common Stock that are voted at a stockholder meeting held to consider such initial Business
Combination.”
| 7. | The text of Section 9.2(f) of Article IX of the Amended and Restated Charter is hereby deleted in its entirety. |
| 8. | The last sentence of Section 9.7 of Article IX of the Amended and Restated Charter is hereby deleted. |
IN
WITNESS WHEREOF, Priveterra Acquisition Corp. II has caused this Amendment to the Amended and Restated Charter to be duly executed
in its name and on its behalf by an authorized officer as of this 11th day of July, 2023.
|
PRIVETERRA ACQUISITION
CORP. II |
|
|
|
By: |
/s/
Oleg Grodnensky |
|
Name: |
Oleg Grodnensky |
|
Title: |
Chief Executive Officer |
Signature Page to Amendment
to the Amended and Restated Certificate of Incorporation of Priveterra Acquisition Corp. II
v3.23.2
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