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United States securities and exchange commission logo





                             June 27, 2024

       Marc Forth
       Chief Executive Officer
       AEON Biopharma, Inc.
       5 Park Plaza, Suite 1750
       Irvine, CA 92614

                                                        Re: AEON Biopharma,
Inc.
                                                            Amendment No. 1 to
Form 10-K for Fiscal Year Ended December 31, 2023
                                                            File No. 1-40021

       Dear Marc Forth:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment(s).

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023

       Explanatory Note
       Clawback Policy Considerations, page 1

   1.                                                   We note that in 2023
your executive officers received bonuses based on the achievement
                                                        of key performance
indicators as determined by your board of directors. We also note the
                                                        statement that you
performed a recovery analysis and determined there was no incentive-
                                                        based compensation tied
to financial performance for any of our executive officers during
                                                        the relevant recovery
period. Please briefly explain to us why application of the recovery
                                                        policy resulted in this
conclusion. See Item 402(w)(2) of Regulation S-K.
   2.                                                   It appears that you
have not provided your disclosure about your recovery analysis in an
                                                        Interactive Data File
in accordance with Rule 405 of Regulation S-T and the EDGAR
                                                        Filer Manual. In future
filings where you conduct a recovery analysis, please also include
                                                        the interactive data.

              In closing, we remind you that the company and its management are
responsible for the
       accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
 Marc Forth
AEON Biopharma, Inc.
June 27, 2024
Page 2

absence of action by the staff.

       Please contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at
202-551-3494 with
any questions.



FirstName LastNameMarc Forth                            Sincerely,
Comapany NameAEON Biopharma, Inc.
                                                        Division of Corporation
Finance
June 27, 2024 Page 2                                    Office of Life Sciences
FirstName LastName
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