EX-FILING FEES 5 tm2321509d1_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-4
(Form Type)

 

Priveterra Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

  Security Type Security
Class
Title(1)		 Fee
Calculation
or Carry
Forward Rule		 Amount
Registered (2)		 Proposed
Maximum
Offering Price
Per Unit (3)		 Maximum
Aggregate
Offering Price		 Fee Rate Amount of
Registration
Fee(4)		 Carry
Forward
Form Type		 Carry
Forward
File Number		 Carry
Forward
Initial
effective date		 Filing Fee
Previously Paid
In Connection
with Unsold
Securities
to be Carried
Forward
Newly Registered Securities
Fees to be Paid Equity Class A Common Stock, par value $0.0001 per share 457(f)(2) 2,857,143 N/A $95.24 $0.0001102 $0.01        
Fees Previously Paid Equity Class A Common Stock, par value $0.0001 per share 457(f)(2)

39,913,926

 

 N/A $1,330.46 $0.0001102 $0.14 - - - -
        Total Offering Amounts       $0.15        
        Total Fees Previously Paid       $0.14        
        Total Fee Offsets                
        Net Fee Due       $0.01        

 

 

(1)All securities being registered are issued by Priveterra Acquisition Corp. (“Priveterra”) to be renamed AEON Biopharma, Inc. (“New AEON”), in connection with the transactions contemplated by the Business Combination Agreement, dated as of December 12, 2022 (as it may be amended from time to time, the “Business Combination Agreement”), as described in Priveterra’s Registration Statement on Form S-4 (File No. 333-269006), as amended (the “Prior Registration Statement”).

 

(2)The number of shares of Class A common stock (“Class A Common Stock”) being registered represents the estimated number of shares of Class A Common Stock to be issued in connection with the proposed business combination herein between Priveterra and AEON Biopharma, Inc. (“AEON”) (the “Business Combination”), including 19,279,557 shares of Class A Common Stock held by stockholders of AEON, 16,000,000 shares of Class A Common Stock which may be issued as Contingency Consideration (as defined in the Form S-4), 77,586 shares of Class A Common Stock held by a Priveterra affiliate, 3,515,218 shares of Class A Common Stock to be issued in connection with the AEON options granted, 1,041,565 shares to be issued in connection with the unvested AEON restricted stock units granted and 2,857,143 shares of Class A Common Stock held by certain stockholders of AEON immediately preceding the consummation of the business combination.

 

(3)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933. AEON is a private company for which no market exists for its securities and AEON has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the AEON securities expected to be exchanged in the Business Combination.

 

(4)Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001102.

 

1