▸ Medytox’s trade secrets to manufacture, offer to sell, or sell therapeutic BTX products, including ABP-450, and (v) attorneys’ fees and costs.· · · · ● 1 ▸ Our future success depends entirely on obtaining U.S. regulatory approval and successfully commercializing ABP-450 as a proposed biosimilar to Botox®, and the biosimilar licensure pathway for a botulinum toxin product is uncertain.· · · · ● 1 ▸ Our outstanding warrants may never be in the money and they may expire worthless· · · · ● 1 ▸ ABP-450 may cause undesirable side effects or have other properties that could delay or prevent its regulatory approval, limit its commercial potential or result in significant negative consequences following any potential regulatory approval.· · · ● ● 2 ▸ Any of these events could diminish the usage or otherwise limit the commercial success of our product candidates and prevent us from achieving or maintaining market acceptance of ABP-450, if approved by the FDA or other regulatory authorities.· · · ● ● 2 ▸ Enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our products and may affect the prices we may set.· · · ● ● 2 ▸ Even if ABP-450 receives regulatory approval as a biosimilar or otherwise, it may fail to achieve the broad degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success.· · · ● ● 2 ▸ Even if we obtain FDA approval for ABP-450 in the United States, we may never obtain approval for or commercialize such candidates in any other jurisdiction, which would limit our ability to realize their full market potential.· · · ● ● 2 ▸ If we experience delays in obtaining approval or if we fail to obtain approval of ABP-450, the commercial prospects for ABP-450 may be harmed and our ability to generate revenue will be materially impaired.· · · ● ● 2 ▸ Ifsecuritiesorindustryanalystsdonotpublishresearchorpublishunfavorableresearchaboutourbusiness, our stock price and trading volume coulddecline.· · · ● ● 2 ▸ A material breach by us of the terms of our license and settlement agreement with Medytox, Inc. could have a material adverse effect on our business.· · ● ● ● 3 ▸ ABP-450, if approved, will face significant competition and our failure to effectively compete may prevent us from achieving significant market penetration and expansion.· · ● ● ● 3 rw ▸ Any failure to meet the continued listing requirements of NYSE American could result in a delisting of our common stock.· · ● ● ● 3 rw ▸ Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.· · ● · ● 2 ▸ Changes in tax laws may impact our future financial position and results of operations.· · ● ● ● 3 ▸ Even if we receive regulatory approval, coverage and adequate reimbursement may not be available for ABP-450, which could make it difficult for us to sell the product profitably.· · ● ● ● 3 rw ▸ Fluctuations in our stock price may yield material changes in the valuation of the underlying derivatives securities associated with our capital structure.· · ● ● ● 3 rw ▸ Future sales and issuances of our common stock or rights to purchase our common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our common stock price to fall.· · ● ● ● 3 ▸ If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.· · ● ● ● 3 ▸ If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of ABP-450.· · ● ● ● 3 ▸ If we are unable to establish sales and marketing capabilities on our own or through third parties, we will be unable to successfully commercialize ABP-450, if approved, or generate product revenue.· · ● ● ● 3 rw ▸ If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.· · ● ● ● 3 ▸ If we fail to attract and keep senior management and key scientific personnel, we may be unable to successfully develop ABP-450, conduct our clinical studies and commercialize ABP-450.· · ● ● ● 3 rw ▸ Intellectual property rights do not necessarily address all potential threats.· · ● ● ● 3 ▸ Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.· · ● ● ● 3 ▸ Our business and products are subject to extensive government regulation.· · ● ● ● 3 ▸ Our business involves the use of hazardous materials, and we and our third-party manufacturer and supplier must comply with environmental laws and regulations, which can be expensive and restrict how we do business.· · ● ● ● 3 ▸ Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.· · ● ● ● 3 ▸ Our efforts to educate physicians, patients, third party payors and others in the medical community on the benefits of our product candidates, if approved, may require significant resources and may never be successful.· · ● ● ● 3 ▸ Our potential international operations will expose us to risks, and failure to manage these risks may adversely affect our operating results and financial condition.· · ● ● ● 3 rw ▸ Public health outbreaks, epidemics or pandemics (such as the COVID-19 pandemic) may materially and adversely affect our business and operations.· · ● ● ● 3 ▸ Risks Related to Being a Public Company and Ownership of Our Securities· · ● · ● 2 ▸ group Risks Related to Government Regulation· · ● · ● 2 ▸ group Risks Related to Intellectual Property· · ● ● ● 3 ▸ group Risks Related to Our Business Operations and Financial Position· · ● ● ● 3 ▸ group Risks Related to our Reliance on Third Parties· · ● ● ● 3 ▸ Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our common stock to fall.· · ● ● ● 3 rw ▸ The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from AEON’s business operations.· · ● ● ● 3 ▸ The price of our common stock may be volatile.· · ● ● ● 3 ▸ We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or asserting ownership of what we regard as our own intellectual property.· · ● ● ● 3 ▸ We may become involved in lawsuits to protect or enforce our intellectual property or the patents and other intellectual property of our licensors, which could be expensive and time-consuming.· · ● ● ● 3 ▸ We may incur significant costs from class action litigation due to the expected stock volatility.· · ● ● ● 3 ▸ We may not be able to protect our intellectual property rights throughout the world.· · ● ● ● 3 ▸ We will need to grow the size of our organization, and we may experience difficulties in managing this growth.· · ● ● ● 3 ▸ Disruptions at the FDA and other agencies may also slow the time necessary for product candidates to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. For example, over the last several years the· · · ● · 1 ▸ Requirement by August 3, 2026, or if the Company does not make progress consistent with the Plan, then the NYSE American will initiate delisting proceedings as appropriate.· · · ● · 1 ▸ The Warrants may never be in the money, and they may expire worthless and the terms of such Warrants may be amended in a manner adverse to a holder if holders of at least a majority of the then-outstanding Warrants approve of such amendment.· · · ● · 1 ▸ Due to our limited resources and access to capital, we must prioritize development of certain therapeutic uses of ABP-450; these decisions may prove to be wrong and may adversely affect our business.· · ● · · 1 ▸ If ABP-450 fails to demonstrate the requisite safety, purity, potency or biosimilarity in our planned clinical studies or does not gain approval, our business and results of operations will be materially and adversely harmed.· · ● ● · 2 rw ▸ If approved, ABP-450 may face competition sooner than anticipated.· · ● · · 1 ▸ If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.· · ● · · 1 ▸ If we fail to obtain regulatory approvals in foreign jurisdictions for ABP-450, we will be unable to market our products outside of the United States.· · ● · · 1 ▸ Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.· · ● · · 1 ▸ Results of other parties’ clinical studies involving the same or a nearly identical botulinum toxin complex as ABP-450, or results in any preclinical studies we conduct, may not be predictive of future results of our clinical studies.· · ● ● · 2 ▸ We could also be sued and held liable for harm caused to patients, which could hinder commercial acceptance of ABP-450 and adversely affect our business, financial condition, results of operations and prospects.· · ● · · 1 ▸ We may face an excise tax liability as a result of redemptions of Priveterra Class A common stock prior to and in connection with the Business Combination.· · ● · · 1 ▸ We may not be successful in obtaining an original BLA that contemplates exclusively therapeutic uses of ABP-450.· · ● · · 1 ▸ We may not commercialize, market, promote or sell any product candidate, including ABP-450, without obtaining regulatory approval from the FDA or other regulatory agencies, and we may never receive such approvals.· · ● ● · 2 rw ▸ We may use third-party collaborators to help us develop, validate or commercialize any new products, and our ability to commercialize such products could be impaired or delayed if these collaborations are unsuccessful.· · ● · · 1 ▸ Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability continue as a “going concern.”· ● · · · 1 ▸ Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● ● · · · 2 ▸ Certain agreements related to our initial public offering may be amended without stockholder approval.● ● · · · 2 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.● ● · · · 2 ▸ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.● ● · · · 2 ▸ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.● ● · · · 2 ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.● ● · · · 2 ▸ If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.● · · · · 1 ▸ If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.● ● · · · 2 ▸ Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.● ● · · · 2 ▸ Our Chief Executive Officer and Chairman of our Board of Directors and certain of our directors are party to non-competition agreements that may limit the types of companies that we can target for an initial business combination.● ● · · · 2 ▸ Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.● ● · · · 2 ▸ Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● ● · · · 2 ▸ Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.● ● · · · 2 ▸ Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● ● · · · 2 ▸ Our warrants may have an adverse effect on the market price of our shares of Class A Common Stock and make it more difficult to effectuate our initial business combination.● ● · · · 2 ▸ Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.● ● · · · 2 ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.● ● · · · 2 ▸ Risks Relating to Acquiring and Operating a Business in Foreign Countries● · · · · 1 ▸ group Risks Relating to our Management Team● ● · · · 2 ▸ Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination● ● · · · 2 ▸ group Risks Relating to our Securities● ● · · · 2 ▸ group Risks Relating to the Post-Business Combination Company● ● · · · 2 ▸ The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.● ● · · · 2 ▸ The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.● ● · · · 2 ▸ Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A Common Stock if we issue certain shares to consummate an initial business combination.● ● · · · 2 ▸ We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.● ● · · · 2 ▸ We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.● ● · · · 2 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● · · · · 1 ▸ We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.● · · · · 1 ▸ We may not be able to complete our initial business combination by August 11, 2023, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.● ● · · · 2 rw ▸ We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.● ● · · · 2 ▸ We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.● ● · · · 2 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.● ● · · · 2 ▸ We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.● ● · · · 2 ▸ You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of Class A Common Stock from such exercise than if you were to exercise such warrants for cash.● ● · · · 2 ▸ You will not be entitled to protections normally afforded to investors of many other blank check companies.● ● · · · 2 ▸ You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A Common Stock or certain exemptions are available.● ● · · · 2 ▸ Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.● ● · · · 2 
