484 unchanged sentences
Not applicable.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on February 21, 2023.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on April 10, 2023.
PRIVETERRA ACQUISITION CORP
44 unchanged sentences
We have served as the Company's auditor since 2020.
+Added: /s/ WithumSmith+Brown, PC
New York, New York
242 unchanged sentences
The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
−Removed: As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2022 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No.
−Removed: 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the liability extinguishment in the Company’s previously issued audited financial statements for such period.
+Added: As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2022 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (this “Annual Report”) to correct the misapplication of accounting guidance related to the liability extinguishment in the Company’s previously issued audited financial statements for such period.
The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable.
4 unchanged sentences
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
−Removed: Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial
+Added: Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
+Added: The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
PRIVETERRA ACQUISITION CORP.
1 unchanged sentence
DECEMBER 31, 2022
−Removed: accounting standards.
−Removed: The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
+Added: requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
156 unchanged sentences
Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
−Removed: PRIVETERRA ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: DECEMBER 31, 2022
Once the warrants become exercisable, the Company may call the warrants for redemption for cash:
8 unchanged sentences
The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of its public shares if the Company does not complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021.
+Added: PRIVETERRA ACQUISITION CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: DECEMBER 31, 2022
In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after the Company’s IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination.
4 unchanged sentences
All shares and associated amounts have been retroactively restated to reflect the surrender of these shares.
−Removed: The founder shares included an aggregate of up to 900,000 shares subject to forfeiture if the over-allotment option was not exercised by the
−Removed: PRIVETERRA ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: DECEMBER 31, 2022
−Removed: underwriters in full.
+Added: The founder shares included an aggregate of up to 900,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full.
As a result of the underwriters’ election to fully exercise of their over-allotment option, the 900,000 shares were no longer subject to forfeiture.
21 unchanged sentences
As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans.
+Added: PRIVETERRA ACQUISITION CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: DECEMBER 31, 2022
Administrative Service Fee
3 unchanged sentences
For the year ended December 31, 2021, $ 266,964 was recognized in the consolidated statements of operations and has been paid.
−Removed: PRIVETERRA ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: DECEMBER 31, 2022
COMMITMENTS AND CONTINGENCIES
17 unchanged sentences
Pursuant to the Business Combination Agreement, at the effective time of the Merger, each option, whether vested or unvested, exercisable for AEON equity that is outstanding immediately prior to the effective time of the Merger shall be assumed by the Company and continue in full force and effect on the same terms and conditions as are currently applicable to such options, subject to adjustments to exercise price and number of shares of Class A Common Stock issued upon exercise.
−Removed: Under the Business Combination Agreement, the Company will acquire all of the outstanding equity interests of AEON (including equity interests issued upon conversion of the outstanding convertible notes of AEON) in exchange for shares of the Company’s Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), based on an implied AEON equity value of $ 165,000,000 , to be paid to AEON stockholders at the effective time of the Merger, except that 809,000 shares of the Company’s Class A Common Stock otherwise issuable as merger consideration shall be held back to satisfy the exercise of certain of AEON’s convertible notes upon the maturity thereof.
−Removed: For more information regarding the Business Combination Agreement, please see our Current Report on Form 8-K filed on December 12, 2022, and our registration statement Amendment No.
−Removed: 1 to Form S-4 filed on February 9, 2023.
PRIVETERRA ACQUISITION CORP.
1 unchanged sentence
DECEMBER 31, 2022
+Added: Under the Business Combination Agreement, the Company will acquire all of the outstanding equity interests of AEON (including equity interests issued upon conversion of the outstanding convertible notes of AEON) in exchange for shares of the Company’s Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), based on an implied AEON equity value of $ 165,000,000 , to be paid to AEON stockholders at the effective time of the Merger, except that 809,000 shares of the Company’s Class A Common Stock otherwise issuable as merger consideration shall be held back to satisfy the exercise of certain of AEON’s convertible notes upon the maturity thereof.
+Added: For more information regarding the Business Combination Agreement, please see our Current Report on Form 8-K filed on December 12, 2022, our registration statement Amendment No.
+Added: 1 to Form S-4 filed on February 9, 2023 and our registration statement Amendment No.
+Added: 2 to Form S-4 filed on March 9, 2023.
STOCKHOLDERS’ DEFICIT
19 unchanged sentences
The fair value of the Private Warrant liability classified within Level 3 of the fair value hierarchy.
+Added: PRIVETERRA ACQUISITION CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: DECEMBER 31, 2022
The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
3 unchanged sentences
Held-to-maturity treasury securities are recorded at amortized cost on the accompanying consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.
−Removed: PRIVETERRA ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: DECEMBER 31, 2022
At December 31, 2022, assets held in the Trust Account were comprised of $ 4,858 in cash and $ 279,379,571 in U.S.
21 unchanged sentences
Public Warrants
+Added: PRIVETERRA ACQUISITION CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: DECEMBER 31, 2022
The Company established the initial fair value for the Warrants on February 11, 2021, the date of the consummation of the Company’s IPO using a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants.
8 unchanged sentences
Significant deviations from these estimates and inputs could result in a material change in fair value.
−Removed: PRIVETERRA ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: DECEMBER 31, 2022
The key inputs into the valuation models was as follows:
17 unchanged sentences
Fair Value at December 31, 2022
+Added: PRIVETERRA ACQUISITION CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: DECEMBER 31, 2022
The Company’s net deferred tax assets are as follows:
7 unchanged sentences
Deferred tax assets, net of allowance
−Removed: PRIVETERRA ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: DECEMBER 31, 2022
The income tax provision for the years ended December 31, 2022 and 2021 consists of the following:
8 unchanged sentences
For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $ 841,627 and $ 389,814 , respectively.
+Added: PRIVETERRA ACQUISITION CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: DECEMBER 31, 2022
A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:
15 unchanged sentences
Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, other than as described below.
−Removed: On February 10, 2023, at the special meeting of stockholders of the Company, stockholders of the Company approved the certificate of amendment to the second amended and restated certificate of incorporation to amend the Company’s contractual expiration date of February 11, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails
−Removed: PRIVETERRA ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: DECEMBER 31, 2022
−Removed: to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination from February 11, 2023 to August 11, 2023.
+Added: On February 10, 2023, at the special meeting of stockholders of the Company, stockholders of the Company approved the certificate of amendment to the second amended and restated certificate of incorporation to amend the Company’s contractual expiration date of February 11, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination from February 11, 2023 to August 11, 2023.
In connection with the vote at the special meeting, the holders of 25,597,728 shares of Class A Common Stock, par value $ 0.0001 per share, properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.11 per share, for an aggregate redemption amount of approximately $ 258,793,030.08 .
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.