CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:
“we,” “us,” “our,” “company” or “our company” are to Priveterra Acquisition Corp., a Delaware corporation;
“DGCL” are to the Delaware General Corporation Law as the same may be amended from time to time;
“common stock” are to our Class A common stock and our Class B common stock;
“directors” are to our current directors;
“founders shares” are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein;
“initial stockholders” are to holders of our founder shares prior to our initial public offering;
“management” or our “management team” are to our executive officers and directors;
“our initial public offering” or “IPO” are to our initial public offering consummated on February 11, 2021.
“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;
“public shares” are to shares of Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);
“public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” will only exist with respect to such public shares;
“representatives” are to Wells Fargo Securities, LLC and Guggenheim Securities, LLC, the representatives of the underwriters of our initial public offering;
“SEC” are to the U.S. Securities and Exchange Commission; and
“sponsor” are to Priveterra Sponsor, LLC, a Delaware limited liability company.
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PART I
Item 1. Business
Introduction
We are a blank check company incorporated in November 2020 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination.
While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on the medical technology sector. Our management team and board (collectively referred to as the “team”) possess a synergistic combination of executive, strategic, operational, financial and transactional experience in this sector, and have demonstrated a strong track record of identifying and creating significant stockholder value at leading medical technology companies. We believe that the experience and expertise of our team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination and bring value to the business following our initial business combination.
Our objective is to generate attractive returns for stockholders and enhance value through both operational improvements and new initiatives to expand the target business organically and/or by strategic acquisitions. Given our team’s extensive work and business relationships within the medical technology sector, we have direct visibility into the growth prospects and developmental promise of differentiated medical technology companies. Our team has decades of experience identifying and understanding the key fundamental theses of our targeted businesses and how management teams can better execute on their stated strategies to deliver value. Our team’s past experiences provide a differentiated set of skills that other companies and SPACs may not possess. We believe that our team’s expertise, experience and network in the medical technology sector provide us with a significant advantage in identifying attractive investments and consummating an initial business combination that will be well-received in the public markets.
Company History
On December 17, 2020, the sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 founder shares. The number of founder shares outstanding was determined based on the expectation that the total size of our initial public offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after our initial public offering.
On February 8, 2021, as part of an upsizing of the IPO, we effected a stock split in which each issued share of Class B Common Stock that was outstanding was converted into one and two tenths shares of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock issued and outstanding. The founder shares are automatically convertible into Class A common stock concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated certificate of incorporation.
On February 11, 2021, we completed our IPO of 27,600,000 units at a price of $10.00 per unit (the “units”), generating gross proceeds of $276,000,000. Each unit consists of one of share of our Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments.
Simultaneously with the closing of our initial public offering, our sponsor purchased an aggregate of 5,213,333 warrants (the “private placement warrants”) at a price of $1.50 per warrant, or $7,820,000 in the aggregate. A total of $276,000,000, including $9,660,000 of the underwriters’ deferred discount, was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee.
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