PRIVETERRA

PRIVETERRA ACQUISITION CORP.

The accompanying notes

are an integral part of this financial statement.

PRIVETERRA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

Note 1 - Organization and

Acquisition Corp. (the "Company") is a blank check company incorporated in Delaware on November 17, 2020. The

Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses ("Business Combination").

of February 11, 2021, the Company had not commenced any operations. All activity for the period from November 17, 2020,

the Company's inception, through February 11, 2021, relates to the Company's formation and the initial

public offering described below. The Company will not generate any operating revenues until after the completion of its initial

Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash

and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its

Company's sponsor is Priveterra Sponsor, LLC, a Delaware limited liability company (the "Sponsor").

The registration statement for the Company's initial public offering was declared effective on February 8, 2021 (the

"Effective Date"). On February 11, 2021, the Company consummated an initial public offering of 27,600,000

units at $10.00 per unit (the "Units"), which includes the full exercise by the underwriters of the over-allotment

option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed

in Note 3 (the "IPO").

with the closing of the IPO, the Company consummated the sale of 5,213,333 warrants (the "Placement Warrants"),

at a price of $1.50 per warrant, which is discussed in Note 4. Each warrant entitles the holder to purchase one share of common

stock at a price of $11.50 per share, generating gross proceeds of $7,820,000, which is described in Note 4.

of the IPO amounted to $15,589,762 consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees, and

$409,762 of other offering costs.

the closing of the IPO on February 11, 2021, $276,000,000 (approximately $10.00 per Unit) from the net offering proceeds of

the sale of the Units in the IPO and the sale of the Placement Warrants was placed in a trust account (the "Trust Account"),

located in the United States with Continental Stock Transfer & Trust Company acting as trustee and will be invested in

U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a

maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting

the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest

earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations,

if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the Trust Account

until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company's

public shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO,

subject to applicable law, or (iii) the redemption of the Company's public shares properly submitted in connection with

a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company's

obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination within 24 months

from the closing of the IPO or with respect to any other material provisions relating to stockholders' rights or pre-initial

Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company's

creditors, if any, which could have priority over the claims of the Company's public stockholders.

Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion

of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business

Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a

proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders

will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately

$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations).

shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the

IPO, in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC")

Topic 480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination

if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company

seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have

24 months from the closing of the IPO to complete the initial Business Combination (the "Combination Period").

However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than

ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to

the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right

to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board

of directors, liquidate and dissolve, subject , in each case, to the Company's obligations under Delaware law to provide

for claims of creditors and the requirements of other applicable law.

Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and

public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with

respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company's

amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust

Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered

or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent,

confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below

the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of

the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets,

less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who

executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor

will it apply to any claims under the Company's indemnity of the underwriters of this offering against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). However, the Company has

not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor

has sufficient funds to satisfy its indemnity obligations and believe that the Company's Sponsor's only assets are

securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

of February 11, 2021 the Company had approximately $2,577,115 in its operating bank account, and working capital

of approximately $2,000,757.

liquidity needs up to February 11, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see

Note 5) for the founder shares, and the loan under an unsecured promissory note from the Sponsor of $73,295 (see Note 5). The

promissory note from the Sponsor was paid in full on February 18, 2021. In addition, in order to finance transaction costs

in connection with a Business Combination, the Company's Sponsor or an affiliate of the Sponsor or certain of the Company's

officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its

needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the

Company will be using the working capital of $2,000,757 for identifying and evaluating prospective

initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,

selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2 - Significant Accounting

Basis of Presentation

accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States

of America ("US GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission