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Name | Symbol | Market | Type |
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Priveterra Acquisition Corporation II | NASDAQ:TMKRU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.80 | 10.32 | 10.95 | 0 | 01:00:00 |
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Why am I receiving this Proxy Statement?
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We are a blank check company incorporated in Delaware on August 10, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses. On January 12, 2021, we consummated the IPO of 27,600,000 units, including 3,600,000 units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds to the Company of $276,000,000. Simultaneously with the consummation of the IPO, we completed the private sale of 8,700,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per warrant, generating gross proceeds of $8,700,000. Proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO held in the trust account. Like most blank check companies, the Amended and Restated Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of shares of Class A Common Stock sold in the IPO if there is no qualifying business combination consummated on or before a certain date.
The amount in the Trust Account that is currently available for redemption is approximately $[•] per share.
On December 12, 2022, the Company’s stockholders approved the First Extension Amendment to extend the deadline by which it must complete a business combination from January 12, 2023 on a monthly basis to July 12, 2023. Stockholders holding 24,673,073 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $251.6 million (approximately $10.20 per share) was removed from the Trust Account to pay such redeeming holders. On July 11, 2023, the Company’s stockholders approved the Second Extension Amendment to extend the deadline by which it must complete a business combination from July 12, 2023 on a monthly basis to January 12, 2024. Stockholders holding 1,004,971 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $10.8 million (approximately $10.73 per share) was removed from the Trust Account to pay such redeeming holders. Currently, there are 8,821,956 shares of common stock outstanding, consisting of 8,821,956 shares of Class A Common Stock and 0 shares of Class B Common Stock, and approximately $[•] million in the Trust Account.
The purpose of the Third Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete a business combination.
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What is being voted on?
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| | You are being asked to vote on: | |
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a proposal to amend the Amended and Restated Charter to extend the date by which we have to consummate a business combination from January 12, 2024 (the date that is 36 months from the closing date of the IPO) to April 12, 2024 (the date that is 39 months from the closing date of the IPO), by depositing into the Trust Account $0.03 for each
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share of Class A Common Stock that was not redeemed, and then on a monthly basis up to six times to October 12, 2024 (the date that is 45 months from the closing date of the IPO), by depositing into the Trust Account, for each one-month extension, $0.01 for each share of Class A Common Stock that was not redeemed, or such earlier date as determined by the Board; and
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a proposal to approve the adjournment of 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 Third Extension Amendment Proposal.
The purpose of the Third Extension Amendment is to allow the Company more time to complete a business combination. Approval of the Third Extension Amendment Proposal is a condition to the implementation of the Third Extension.
If the Third Extension Amendment Proposal is approved, we will, pursuant to the Trust Agreement, remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating a business combination on or before the Extended Date.
If the Third Extension Amendment Proposal is approved and the Third Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Third Extension Amendment Proposal is approved. In such event, we may need to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
If the Third Extension Amendment Proposal is not approved and we have not consummated a business combination by January 12, 2024, we will: (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to us to pay our taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.
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The Amended and Restated Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of shares of Class A Common Stock sold in the IPO if there is no qualifying business combination consummated on or before January 12, 2024.
The Board currently believes that there will not be sufficient time before January 12, 2024 to complete a business combination.
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| Why is the Company proposing the Third Extension Amendment Proposal? | | | You are not being asked to vote on a business combination at this time. If the Third Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on a business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Extended Date. | |
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Why should I vote “FOR” the Third Extension Amendment Proposal?
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The Board believes stockholders will benefit from the Company consummating the Business Combination. Accordingly, the Board is proposing the Third Extension Amendment Proposal to amend the Amended and Restated Charter to extend the date by which the Company must (i) consummate a business combination, or (ii) cease our operations if we fail to complete such business combination and redeem or repurchase 100% of our Class A Common Stock included as part of the units sold in the IPO from January 12, 2024 (the date that is 36 months from the closing date of the IPO) to April 12, 2024 (the date that is 39 months from the closing date of the IPO) by depositing into the Trust Account $0.03 for each share of Class A Common Stock that was not redeemed, and then on a monthly basis up to six times to October 12, 2024 (the date that is 45 months from the closing date of the IPO), by depositing into the Trust Account, for each one-month extension, $0.01 for each share of Class A Common Stock that was not redeemed (or such earlier date as determined by the Board). The Third Extension would give the Company the opportunity to complete a business combination. Even if the Third Extension is approved, however, the Company can provide no assurances that a business combination will be consummated prior to the Extended Date, or at all.
The Amended and Restated Charter provides that if our stockholders approve an amendment to the Amended and Restated Charter that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our business combination before January 12, 2024, we will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes), divided by the number of then outstanding public shares. This provision was included in the Amended and Restated Charter to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Amended and Restated Charter.
The Board recommends that you vote “FOR” the Third Extension Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.
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Why should I vote “FOR” the Adjournment Proposal?
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| | If the Adjournment Proposal is not approved by our stockholders, the Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Third Extension Amendment Proposal. | |
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When would the Board abandon the Third Extension Amendment Proposal?
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| | We may decide to abandon the Third Extension Amendment Proposal at any time and for any reason prior to filing the Third Extension Amendment with the Secretary of State of the State of Delaware. | |
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How do the Company insiders intend to vote their shares?
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| | All of our directors, executive officers and their respective affiliates are expected to vote the shares of Common Stock owned by them in favor of the Third Extension Amendment Proposal. Currently, the Sponsor and our officers and directors own approximately 78% of our issued and outstanding shares of Common Stock, including 6,900,000 Founder Shares. The Sponsor and our directors or officers or any of their respective affiliates may (i) purchase public shares from investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Special Meeting, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements. The Sponsor and our directors or officers or any of their respective affiliates may purchase public shares in privately negotiated transactions or in the open market prior to the Special Meeting, although they are under no obligation to do so. The purpose of such share transactions would be to increase the likelihood that the proposals to be voted upon at the Special Meeting are approved by the requisite number of votes and, that we continue to satisfy the Nasdaq Capital Market listing requirements. In the event that such purchases do occur, the purchasers may seek to purchase public shares from stockholders that otherwise would have voted against the proposals and elected to redeem their shares for a portion of the Trust Account. Accordingly, any such purchases that are completed after the record date for the Special Meeting may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the proposals and/or will not exercise its redemption rights with respect to the public shares so purchased. To the extent any such purchases by the Sponsor and our officers or directors or their affiliates are made in situations in which the tender offer rules restrictions on purchases apply, we will disclose in a Current Report on Form 8-K prior to the Special Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Third Extension Amendment Proposal will be approved; (iv) the identities of the securityholders who sold to the sponsor and our officers or directors or their affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., five percent security holders) who sold such public shares; and (v) the number of public shares for which we have received redemption requests pursuant to its redemption offer. | |
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What vote is required to adopt the proposals?
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| | The approval of the Third Extension Amendment Proposal will require the affirmative vote of holders of at least 65% of our outstanding shares of common stock on the record date. Assuming that the Sponsor and the Company’s officers and directors vote their Founder Shares in favor of the Business Combination, we would not need any of the 1,921,956 | |
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public shares of the Company’s Class A Common Stock currently outstanding in order to approve the Third Extension Amendment Proposal.
The approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy.
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What happens if I sell my Common Stock before the Special Meeting?
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| | The [•], 2023 record date is earlier than the date of the Special Meeting. If you transfer your public shares after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. If you transfer your Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting. | |
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What if I don’t want to vote “FOR” the Third Extension Amendment Proposal?
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| | If you do not want the Third Extension Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Third Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Third Extension Amendment. If the Third Extension Amendment Proposal is approved, and the Third Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. | |
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What happens if the Third Extension Amendment Proposal is not approved?
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The Board will abandon the Third Extension Amendment if our stockholders do not approve the Third Extension Amendment Proposal.
If the Third Extension Amendment Proposal is not approved and we have not consummated an initial business combination by January 12, 2024, we will: (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to us to pay our taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
There will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account, which it believes are sufficient for such purposes.
In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.
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If the Third Extension Amendment Proposal is approved, what happens next?
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The Company is continuing its efforts to complete the Business Combination, which will involve (among other things):
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preparing and filing with the SEC a Combination Proxy Statement;
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establishing a meeting date and record date for considering a Business Combination, and distributing the Combination Proxy Statement to stockholders; and
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holding a special meeting to consider the Business Combination.
We are seeking approval of the Third Extension Amendment Proposal because we will not be able to complete the tasks listed above prior to January 12, 2024. If the Third Extension Amendment Proposal is approved, we expect to seek stockholder approval of the Business Combination. If our stockholders approve the Business Combination, we expect to consummate the Business Combination as soon as possible following such stockholder approval. The Company can provide no assurances, however, that the Business Combination will be consummated prior to the Extended Date, or at all.
Upon approval of the Third Extension Amendment Proposal by holders of at least 65% of the shares of common stock outstanding as of the record date, we will file an amendment to the Amended and Restated Charter with the Secretary of State of the State of Delaware in the form set forth in Annex A hereto. We will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and our units, Class A Common Stock and public warrants will remain publicly traded.
If the Third Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our common stock held by the Sponsor and our directors and our officers as a result of their ownership of the Founder Shares.
Notwithstanding stockholder approval of the Third Extension Amendment Proposal, the Board will retain the right to abandon and not implement the Third Extension Amendment at any time without any further action by our stockholders.
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What happens to the Company warrants if the Third Extension Amendment Proposal is not approved?
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| | If the Third Extension Amendment Proposal is not approved and we have not consummated a business combination by January 12, 2024, we will: (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to us to pay our taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. | |
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What happens to the Company’s warrants if the Third Extension Amendment Proposal is approved?
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| | If the Third Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants will remain outstanding and only | |
| | | | become exercisable 30 days after the completion of a business combination, provided that we have an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis). | |
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Would I still be able to exercise my redemption rights if I vote “AGAINST” a business combination?
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| | Unless you elect to redeem your public shares at this time, you will be able to vote on a business combination when it is submitted to stockholders if you are a stockholder on the record date for a meeting to seek stockholder approval of a business combination. If you disagree with a business combination, you will retain your right to redeem your public shares upon consummation of a business combination in connection with the stockholder vote to approve a business combination, subject to any limitations set forth in the Amended and Restated Charter. | |
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When and where is the Special Meeting?
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| | The Special Meeting will be held at [[•] a.m./p.m.] Eastern time on [•], 202[•], in virtual format. The Company’s stockholders may attend, vote and examine the list of stockholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/[•]/ext2024 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. You may also attend the meeting telephonically by dialing 1-800-450-7155 (toll-free within the United States and Canada) or +1 857-999-9155 (outside of the United States and Canada, standard rates apply). The passcode for telephone access is 2569416#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. The special meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically. | |
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How do I attend the virtual meeting, and will I be able to ask questions?
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As a registered stockholder, you received a proxy card from Continental Stock Transfer & Trust Company. The form contains instructions on how to attend the Special Meeting including the URL address, along with your 12-digit control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below.
You can pre-register to attend the virtual meeting starting [•], 202[•] (five business days prior to the meeting date). Enter the following URL address into your browser: https://www.cstproxy.com/[•]/ext2024, enter your control number, name and email address. Once you pre- register you can vote or enter questions in the chat box. At the start of the meeting, you will need to re-log in using your control # and will also be prompted to enter your control # if you vote during the meeting.
Beneficial owners who hold shares through a bank, broker or other intermediary will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
If you do not have internet capabilities, you can listen only to the meeting by dialing 1-800-450-7155 (toll-free) within the U.S. and Canada, or +1 857-999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted, enter the pin number [•]#. This is listen-only, and you will not be able to vote or enter questions during the meeting.
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How do I vote?
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If you are a holder of record of Common Stock, including those shares held as a constituent part of our units, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting. Whether or not you plan to attend the Special Meeting virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote virtually if you have already voted by proxy.
If your shares of Common Stock, including those shares held as a constituent part of our units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.
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How do I change or revoke my vote?
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If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the Special Meeting or by voting virtually at the Special Meeting. Attendance at the Special Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 1 Park Place, Irvine, California 92614, Attn: Secretary.
Please note, however, that if on the record date, your shares were held not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting and vote at the Special Meeting online, you may not vote your shares virtually at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.
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How are votes counted?
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Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The Third Extension Amendment Proposal must be approved by the affirmative vote of at least 65% of the outstanding shares of Common Stock as of the record date, including the Founder Shares, voting together as a single class. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting or an abstention with respect to the Third Extension Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.
The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.
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If my shares are held in “street name,” will my broker automatically vote them for me?
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No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.
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What is a quorum requirement?
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A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our Common Stock on the record date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 4,410,979 shares of Common Stock would be required to achieve a quorum.
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Who can vote at the Special Meeting?
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Only holders of record of our Common Stock at the close of business on [•], 2023 are entitled to have their vote counted at the Special Meeting and any adjournments or postponements thereof. On this record date, 8,821,956 shares of Class A Common Stock and 0 shares of Class B Common Stock were outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.
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Does the Board recommend voting for the approval of the Third Extension Amendment Proposal and the Adjournment Proposal?
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| | Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that the Third Extension Amendment and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that our stockholders vote “FOR” the Third Extension Amendment Proposal and the Adjournment Proposal. | |
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What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?
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| | The Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership by our Sponsor of 6,900,000 Founder Shares (purchased for $25,000) and 8,700,000 Private Placement Warrants (purchased for $8.7 million), which would expire worthless if a business combination is not consummated. See the section entitled “The Third Extension Amendment Proposal — Interests of the Sponsor and our Directors and Officers”. | |
| Do I have appraisal rights if I object to the Third Extension Amendment Proposal? | | |
Our stockholders do not have appraisal rights in connection with the Third Extension Amendment Proposal under Delaware law.
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What do I need to do now?
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| | We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. | |
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How do I redeem my shares of Class A Common Stock?
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If the Third Extension Amendment Proposal is implemented, each of our public stockholders may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes), divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination, or if we have not consummated a business combination by the Extended Date.
To demand redemption, you must ensure your bank or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m. EST on [•], 202[•]. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Third Extension Amendment.
Pursuant to our charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Third Extension Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
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(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
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prior to 5:00 p.m., Eastern time, on [•], 202[•], (a) submit a written request to Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “transfer agent”), at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemption Team (e-mail: spacredemptions@continentalstock.com), that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
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| | | | Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the | |
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public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Third Extension Amendment Proposal.
Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on [•],202[•] (two business days before the Special Meeting) will not be redeemed for cash held in the Trust Account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Third Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Third Extension Amendment Proposal will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Third Extension would receive payment of the redemption price for such shares soon after the completion of the Third Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.
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What should I do if I receive more than one set of voting materials?
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| | You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or | |
| | | | are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares. | |
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Who is paying for this proxy solicitation?
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| | We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Morrow Sodali LLC, who we refer to as Morrow Sodali, to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali a fee of $[15,000] in connection with such services in connection with the Special Meeting. We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Third Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination. | |
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Where do I find the voting results of the Special Meeting?
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| | We will announce preliminary voting results at the special meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the special meeting. | |
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Who can help answer my questions?
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If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower Stamford, Connecticut 06902 Telephone: (203) 658-9400 (Call Collect)
or
Call Toll-Free: (800) 662-5200
Email: [PMGM].info@investor.morrowsodali.com
You may also contact us at:
Priveterra Acquisition Corp. II
1Park Place Irvine, California 92614 Tel: (949) 787-2910
You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
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Class A Common Stock
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Class B Common Stock
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Approximate
Percentage of Outstanding Common Stock |
| |||||||||||||||||||||
Name and Address of Beneficial Owners(1)
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Number of
Shares Beneficially Owned |
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% of
Class |
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Number of
Shares Beneficially Owned(2) |
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% of
Class |
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Priveterra Sponsor LLC II(3)
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| | | | 6,900,000 | | | | | | 78.2% | | | | | | — | | | | | | — | | | | | | 78.2% | | |
Oleg Grodnensky(3)
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| | | | 6,900,000 | | | | | | 78.2% | | | | | | — | | | | | | — | | | | | | 78.2% | | |
Dimitri Azar
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bill Carpou
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Cameron Pirone
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors and executive officers as a group (four individuals)
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| | | | 6,900,000 | | | | | | 78.2% | | | | | | — | | | | | | — | | | | | | 78.2% | | |
Meteora Capital, LLC(4)
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| | | | 490,522 | | | | | | 5.6% | | | | | | — | | | | | | — | | | | | | 5.6% | | |
1 Year Priveterra Acquisition C... Chart |
1 Month Priveterra Acquisition C... Chart |
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