UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed in the Current Report on Form 8-K filed on January 11, 2024 by Priveterra Acquisition Corp. II, a Delaware corporation (the “Company”), on January 10, 2024, the Company received a notice (the “First Notice”) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (common stock, warrants and units) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on January 19, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. The Company timely requested a hearing before the Panel to allow additional time to complete a business combination. Following the hearing, the Nasdaq Hearings Panel granted the Company an exception until July 8, 2024, subject to the conditions that (i) on or before April 30, 2024, the Company shall file its Form S-4 in connection with its initial business combination and (ii) on or before July 8, 2024, the Company shall demonstrate compliance with all initial listing standards of The Nasdaq Capital Market.
On April 29, 2024, the Company received an additional notice (the “Additional Notice”) from the staff of the Listing Qualifications Department of Nasdaq indicating that the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1) since it has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2023. The Additional Notice indicates that such additional delinquency may serve as a separate basis for the delisting of the Company’s securities from Nasdaq, that the Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market, and that the Company should present its views with respect to this additional deficiency to the Panel in writing no later than May 6, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 3, 2024 |
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| PRIVETERRA ACQUISITION CORP. II | ||
| By: | /s/ Oleg Grodnensky | |
| Name: | Oleg Grodnensky | |
| Title: | Chief Executive Officer | |