Current Report Filing (8-k)
October 21 2022 - 4:54PM
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2022-10-17
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PMVC:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 17, 2022
PMV
Consumer Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39534 |
|
84-5174573 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification
No.) |
249
Royal Palm Way, Suite 503
Palm
Beach, FL |
|
33480 |
(Address of principal executive
offices) |
|
(Zip Code) |
(561)
318-3766
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
New
York Stock Exchange |
Class A Common Stock, par
value $0.0001 per share |
|
PMVC |
|
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 |
|
New
York Stock Exchange |
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 ☒
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.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On October 24, 2022, PMV Consumer Acquisition Corp.’s (the “Company”)
Class A Common Stock, redeemable warrants and units (consisting of one share of Class A Common Stock and one-half of one redeemable warrant)
(collectively, the “Securities”) will commence trading on the OTC Pink; the Company previously announced its intention to
voluntarily delist the Securities from the New York Stock Exchange (“NYSE”), and that the last day of trading on the NYSE
would be October 21, 2022.
Item 8.01. Other Events.
On October 17, 2022, PMV Consumer Acquisition Holding Company, LLC (the
“Sponsor”), the sponsor of the Company, elected to convert 3,000,000 shares of its Class B Common Stock of the Company into
3,000,000 shares of Class A Common Stock of the Company (the “Converted Shares”). Following the conversion, the Sponsor owned
1,175,000 shares of Class B Common Stock, and the Company had 5,046,609 shares of Class A Common Stock outstanding.
The
Converted Shares are subject to the following restricted legends:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AS AMENDED,
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”
“THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”
“THE
SECURITIES REPRESENTED HEREBY DO NOT PARTICIPATE IN, AND ARE NOT OTHERWISE ENTITLED IN ANY MANNER TO, ANY OF THE PROCEEDS IN THE TRUST
ACCOUNT, AS DEFINED IN THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, DATED SEPTEMBER 21, 2022 (THE “CHARTER”).
AS SUCH, THE RELEVANT PROVISIONS SET FORTH IN ARTICLE FOURTH AND ARTICLE SIXTH OF THE CHARTER PERTAINING TO THE REDEMPTION, CONVERSION
AND/OR TENDER OF SHARES OF CLASS A COMMON STOCK FOR CASH DO NOT APPLY TO THESE SECURITIES.”
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
104 |
|
Cover Page Interactive Data
File (embedded within the Inline XBRL document) |
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.
PMV
Consumer Acquisition Corp.
By: |
/s/ Timothy J. Foufas |
|
|
Timothy J. Foufas |
|
|
Co-President and Secretary |
|
Date:
October 21, 2022
2
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