−Removed: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: (a) Market Information
−Removed: Our units, shares of Class A Common Stock and warrants are each traded on the Nasdaq under the symbols “PMGMU,” “PMGM” and “PMGMW,” respectively.
−Removed: Our units commenced public trading on February 9, 2021.
−Removed: Shares of our Class A common and warrants are expected to begin separate trading on April 1, 2021.
−Removed: On March 25, 2022, there was one holder of record of our units, one holder of record of our Class A Common Stock, one holder of our Class B Common Stock and three holders of record of our warrants.
−Removed: (c) Dividends
−Removed: We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination.
−Removed: The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination.
−Removed: The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time.
−Removed: Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
−Removed: We do not currently intend to incur indebtedness in connection with our proposed initial business combination with AEON.
−Removed: (d) Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: (e) Performance Graph
−Removed: Not applicable.
−Removed: (f) Recent Sales of Unregistered Securities;
−Removed: Use of Proceeds from Registered Offerings
−Removed: Unregistered Sales
−Removed: On December 17, 2020, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 founder shares.
−Removed: On February 8, 2021, as part of an upsizing of our initial public offering, 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.
−Removed: The founder shares will automatically convert into shares of Class A Common Stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
−Removed: In the case that additional shares of Class A Common Stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A Common Stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A Common Stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A Common Stock by public stockholders), including the total number of shares of Class A Common Stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A Common Stock or equity-linked securities or rights exercisable for or convertible into shares of Class A Common Stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.
−Removed: With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A Common Stock for cash, securities or other property.
−Removed: Our sponsor purchased 5,213,333 private placement warrants at a price of $1.50 per warrant in a private placement that occurred concurrently with the closing of our IPO and generated gross proceeds of $7,820,000.
−Removed: Each private placement warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share.
−Removed: The proceeds from the sale of the private placement warrants were added to the net proceeds from the IPO held in the trust account.
−Removed: If we do not complete a business combination by August 11, 2023, the private placement warrants will expire worthless.
−Removed: The private placement warrants are non-redeemable and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees.
−Removed: The sale of the private placement warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: On June 28, 2021, our sponsor elected to convert $100,000 of outstanding principal amount under certain working capital loans into, and we issued, certain working capital warrants to purchase 66,667 shares of our Class A Common Stock at a purchase price of $11.50 per share, subject to adjustment as described in the private placement warrants.
−Removed: Such warrants were identical to the private placement warrants issued to the sponsor in connection with our initial public offering.
−Removed: The issuance of such warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: Use of Proceeds
−Removed: Of the $283,820,000 in proceeds we received from our IPO and the sale of the private placement warrants, a total of $276,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
−Removed: The underwriter’s deferred commissions of $9,660,000 will be paid from this $276,000,000.
−Removed: There has been no material change in the planned use of proceeds from such use as described in the company’s final prospectus (File No.
−Removed: 333-252310), dated February 11, 2021, which was declared effective by the SEC on February 8, 2021.
−Removed: (g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: Selected Financial Data
−Removed: Not applicable.
+Added: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
+Added: Market Information
+Added: Our common stock trades on NYSE American under the symbol “AEON”.
+Added: Trading of our common stock commenced on July 24, 2023 in connection with the consummation of our Merger.
+Added: Prior to that time, there was no established public trading market for our common stock.
+Added: As of March 26, 2024, there were approximately 643 holders of record of our common stock.
+Added: These numbers do not include beneficial owners whose shares were held in street name.
+Added: The actual number of holders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.
+Added: The Company has never declared dividends on the Company’s equity securities, and currently does not plan to declare dividends on shares of the Company’s common stock in the foreseeable future.
+Added: The Company expects to retain future earnings, if any, for use in the operation and expansion of the Company’s business.
+Added: The payment of cash dividends in the future, if any, will be at the discretion of the Board and will depend upon such factors as earning levels, capital requirements, overall financial condition and any other factors deemed relevant by the Board.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds
+Added: During the fiscal year ended December 31, 2023, the Company did not make any unregistered issuances or sales of equity securities that were not reported in a Current Report on Form 8-K.
+Added: Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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.