PMV Consumer Acquisition Corp. Announces Redemption of Class A Common Stock
November 25 2022 - 1:15PM
PMV Consumer Acquisition Corp. (OTC Pink: PMVC) (“PMV” or the
“Company”) announced today that it has elected to redeem all of its
outstanding shares of Class A Common Stock subject to redemption,
totaling 2,046,609 shares issued in its IPO (“Class A Shares”) in
accordance with the provisions of its charter (the “Redemption”).
The Redemption will be completed following the expiration of the
notice period set forth in the redemption notice disseminated to
shareholders.
As set forth in the Company’s charter, holders
of the Class A Shares redeemed will receive a pro rata share of the
cash, including the interest earned thereon net of interest that
may be used by the Company to pay its taxes payable (and not any
stock) held in the Company’s IPO Trust Account (the “Cash
Redemption Amount”). The pro rata share will be calculated by
dividing the number of Class A Shares redeemed from such holder by
the total number of outstanding Class A Shares. Alternatively, a
holder may elect to receive shares of Class C Common Stock issued
on a one-for-one basis for the number of Class A Shares redeemed
from such holder, plus such holder’s pro rata share of the 200,000
shares of Class C Common Stock held in the Trust Account (the
“Stock Election”). The pro rata share of the Class C Common Stock
held in the Trust Account will be calculated by dividing the number
of Class A Shares redeemed from such holder by the total number of
Class A Shares redeemed from all holders of Class A Shares that
elect the Stock Election. In the event a shareholder elects the
Stock Election, the amount of cash that would otherwise be payable
as the Cash Redemption Amount will be released from the Trust
Account and transferred to the Company.
The Redemption will not include the 3,000,000
shares of Class A Common Stock owned by PMV Consumer Acquisition
Holding Company, LLC, the Company’s Sponsor (the “Sponsor Shares”),
which are expressly excluded from participating in, and are not
otherwise entitled to, any of the proceeds in the Trust
Account.
The per-share amount payable as the Cash
Redemption Amount will be approximately $10.09. As of
November 22, 2022, the cash balance held in the Trust Account was
approximately $20,662,945, which includes approximately $196,855 in
interest income. In accordance with the terms of the
Company’s charter, the Company expects to retain a portion of the
interest income from the Trust Account to pay accrued taxes.
Accordingly, a total of approximately $20,642,945 will be available
for redemption of the 2,046,609 shares of Class A Shares, which
results in a redemption price of approximately $10.09 per
share.
Holders of Class A Shares that elect the Stock
Election will receive shares of Class C Common Stock that have not
been listed on a securities exchange, and the shares transferred
from the Trust Account have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any
State securities laws, and neither such shares 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 the Company, is available. Therefore, it is
unlikely that a trading market for any such Class C Common Stock
will develop, and the value of any such shares is expected to be
highly uncertain.
Following the redemption, the Class A Shares
redeemed will no longer be deemed to be outstanding and all rights
of the holders thereof as stockholders of the Company with respect
to the Class A Shares so redeemed will cease.
The Company will provide written redemption
notice to each holder of Class A Shares, which notice shall set
forth the redemption date, which shall be no later than thirty (30)
days following delivery of such notice, and the procedures for
making the Stock Election and the elimination of any fractional
shares for cash.
Following the redemption, the Company expects to
file a Form 15 with the U.S. Securities and Exchange Commission to
suspend or terminate its filing obligations under the Securities
Exchange Act of 1934, as amended. The Company thereafter
expects to continue to pursue a wide range of business
opportunities operating as a blank check shell company with its
Class A Common Stock quoted on the OTC Pink market. In
furtherance of any such potential business opportunities, the
Company may seek to pursue a variety of capital raising
initiatives.
About PMV Consumer Acquisition Corp.
PMV Consumer Acquisition Corp. is a blank check
company organized for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization, or
other similar business combination with one or more businesses or
entities. The Company’s efforts to identify a prospective target
business will not be limited to any particular industry or
geographic region, although the Company initially intends to focus
on target businesses in the consumer industry.
Forward-Looking Statements
This press release contains forward-looking statements based on
current expectations that involve a number of risks and
uncertainties. All forecasts, projections, future plans or other
statements, other than statements of historical fact, are
forward-looking statements and include words or phrases such as
“believes,” “will,” “expects,” “anticipates,” “intends,”
“estimates,” “plan,” “believe,” “would” and words and phrases of
similar import. The forward looking statements in this press
release are also forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act, and involve substantial risks and
uncertainties. We can give no assurance that such expectations will
prove to be correct. Actual results could differ materially as a
result of a variety of risks and uncertainties, many of which are
outside of the control of the Company.
Contact:
Timothy J. Foufas Co-President and
SecretaryTelephone: (561) 318-3766
For
further information, visit |
www.pmv-consumer.com |
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