UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2023

Priveterra Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (949) 787-2910

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On July 17, 2023, Priveterra Acquisition Corp. II, a Delaware corporation (the “Company”), issued a promissory note (the “Note”) to Priveterra Sponsor, LLC II (the “Sponsor”) in the principal amount of up to $2,000,000. The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. The loan bears interest at a rate of 16.00% and is payable on the date on which the Company consummates its initial business combination. In the event that the Company fails to consummate an initial business combination, the loan will be payable within fifteen (15) days of such failure to consummate. In addition, the Note provides that the Company will pay the Sponsor $25,000 per month for certain office space, utilities, secretarial support and administrative services as may be reasonably requested by the Company.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 to this report and incorporated herein by reference.

The disclosure contained in Item 1.01 of this report is incorporated herein by reference.

On July 17, 2023, the board of directors of the Company amended and restated the Company’s by laws (the “Amended and Restated By Laws,” effective immediately, to reflect that the Company changed its name from “Tastemaker Acquisition Corp.” to “Priveterra Acquisition Corp. II”. A copy of the Amended and Restated By Laws is attached as Exhibit 3.1 to this report and incorporated herein by reference.

On July 17, 2023, the Sponsor deposited $57,658.68 into the Company’s trust account in respect of 1,921,956 public shares outstanding following the redemption of shares in connection with the special meeting of stockholders of the Company held on July 11, 2023. In connection with the special meeting, stockholders holding an aggregate of 1,004,971 shares of the Company’s Class A common stock, par value $0.0001 per share, exercised their right to redeem their shares for approximately $10.73 per share of the funds held in the Company’s trust account, leaving approximately $20,616,541 in cash in the trust account after satisfaction of such redemptions and prior to the deposit of the additional funds into the Company’s trust account.

(d) Exhibits

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.