UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2022
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to
_________
Commission file number: 001-39534
PMV Consumer Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | | 84-5174573 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
249 Royal Palm Way, Suite 503
Palm Beach, FL 33480
(Address of principal executive offices)
(561) 318-3766
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant | | PMVC.U | | The New York Stock Exchange |
Class A Common Stock, par value $0.0001 per share | | PMVC | | The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | | PMVC.WS | | The New York Stock Exchange |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
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. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of August 4, 2022, there are 17,500,000 shares
of Class A common stock, par value $0.0001 per share, and 4,375,000 shares of Class B convertible common stock, par value $0.0001 per
share, issued and outstanding.
EXPLANATORY NOTE
PMV Consumer Acquisition Corp. (the “Company”) is filing
this Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment No. 1”) to amend its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2022, originally filed with the Securities and Exchange Commission (“SEC”) on August
4, 2022 (the “Original Filing”) solely for the purpose of amending and restating the Section 302 certifications set forth
in Exhibits 31.1 and 31.2 of the Original Filing, to include paragraph 4(b) language referring to internal control over financial reporting.
The Company’s Co-Principal Executive Officers and Principal Financial Officer have provided new certifications dated as of the date
of this filing in connection with this Amendment No. 1 (Exhibits 31.1, 31.2 and 31.3).
Except as described above, no other information
included in the Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment
No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues
to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, the Company has not updated,
modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction
with the Original Filing and with the Company’s filings with the SEC subsequent to the Original Filing.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference
into, this Quarterly Report.
SIGNATURES
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 thereunto duly authorized.
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PMV Consumer Acquisition Corp. |
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|
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Date: October 3, 2022 |
By: |
/s/ Marc Gabelli |
|
Name: |
Marc Gabelli |
|
Title: |
Co-Chief Executive Officer |
|
|
(Co-Principal Executive Officer) |
|
|
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Date: October 3, 2022 |
By: |
/s/ Robert LaPenta, Jr. |
|
Name: |
Robert LaPenta, Jr. |
|
Title: |
Co-Chief Executive Officer |
|
|
(Co-Principal Executive Officer) |
|
|
|
Date: October 3, 2022 |
By: |
/s/ John N. Givissis |
|
Name: |
John N. Givissis |
|
Title: |
Chief Accounting Officer |
|
|
(Principal Financial and Accounting Officer) |
3
PMV Consumer Acquisition Corp. (the “Company”)
is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment No. 1”) to amend its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2022, originally filed with the Securities and Exchange Commission (“SEC”)
on August 4, 2022 (the “Original Filing”) solely for the purpose of amending and restating the Section 302 certifications
set forth in Exhibits 31.1 and 31.2 of the Original Filing, to include paragraph 4(b) language referring to internal control over financial
reporting. The Company’s Principal Executive Officer and Principal Financial Officer have provided new certifications dated as of
the date of this filing in connection with this Amendment No. 1 (Exhibits 31.1 and 31.2).Except as described above, no other information
included in the Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment
No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues
to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, the Company has not updated,
modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction
with the Original Filing and with the Company’s filings with the SEC subsequent to the Original Filing.
true
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