Current Report Filing (8-k)
March 26 2021 - 6:01AM
Edgar (US Regulatory)
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):
March 25, 2021
PRIVETERRA ACQUISITION
CORP.
(Exact name of registrant
as specified in its charter)
Delaware
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001-40021
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85-3940478
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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300 SE 2nd Street, Suite 600
300 SE 2nd Street, Suite 600
Fort Lauderdale, Florida 33301
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(Address of principal executive offices)
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Registrant’s
telephone number, including area code: (754) 220-9229
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 of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
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PMGMU
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The Nasdaq Stock Market LLC
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Class A common stock, par value
$0.0001 per share
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PMGM
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant
exercisable for one share of Class A
common stock at an exercise price of
$11.50
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PMGMW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ¨
On
March 25, 2021, Priveterra Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the
“Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A
common stock”), and warrants included in the Units commencing on April 1, 2021. Each Unit consists of one share of Class A common
stock and one-third of one warrant to purchase one share of Class A common stock. Any Units not separated will continue to trade
on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PMGMU”. Any underlying shares of Class A common
stock and warrants that are separated will trade on Nasdaq under the symbols “PMGM” and “PMGMW,” respectively.
No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have
their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the
holders’ Units into shares of Class A common stock and warrants.
A
copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto
as Exhibit 99.1.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
EXHIBIT
INDEX
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: March 25, 2021
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PRIVETERRA ACQUISITION CORP.
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By:
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/s/ Robert Palmisano
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Name:
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Robert Palmisano
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Title:
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Chief Executive Officer
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