PMVC 8-K
PMV Consumer Acquisition Corp. (PMVC)
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): November 12, 2020
PMV Consumer Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39534 | 84-5174573 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | 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)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 | 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 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 8.01. | Other Events. |
Separate Trading of Units, Class A Common Stock and Warrants
On November 12, 2020, PMV Consumer Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of units (the “Units”) may now elect to separately trade the shares of Class A Common Stock and Warrants comprising the Units. Those Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “PMVC.U,” and the Class A Common Stock and Warrants that are separated will trade on the NYSE under the symbols “PMVC” and “PMVC WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Common Stock and Warrants. Attached as Exhibit 99.2 is a Broker DWAC request template that can be used by the broker to request the separation of the Units into Class A Common Stock and Warrants.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 12, 2020. | |
| 99.2 | Broker DWAC Request Template. |
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.
| Dated: November 12, 2020 | PMV CONSUMER ACQUISITION CORP. | |
| By: | /s/ Peter D. Goldstein | |
| Name: | Peter D. Goldstein | |
| Title: | Executive Vice President and Secretary | |
Exhibit 99.1
PMV CONSUMER ACQUISITION CORP. ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A COMMON STOCK AND WARRANTS, COMMENCING ON NOVEMBER 12, 2020
Palm Beach, Florida, Nov. 12, 2020 (GLOBE NEWSWIRE) -- PMV Consumer Acquisition Corp. (NYSE: PMVC.U) (the “Company”) today announced that, commencing on November 12, 2020, holders of the units (the “Units”) sold in the Company's initial public offering may elect to separately trade shares of the Company's Class A common stock (the “Common Stock”) and warrants (the “Warrants”) included in the units.
The Common Stock and Warrants received from the separated Units will trade on the New York Stock Exchange (“NYSE”) under the symbols “PMVC” and “PMVC WS”, respectively. Units that are not separated will continue to trade on the NYSE under the “PMVC.U” ticker symbol. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Common Stock and Warrants.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About PMV Consumer Acquisition Corp.
PMV Consumer Acquisition Corp. is a special purpose acquisition 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 with enterprise valuations in the range of $200 million to $3.5 billion.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the initial public offering, the anticipated use of the proceeds thereof and the search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
Peter D. Goldstein
Executive Vice President and Secretary
(561) 318-3766
Exhibit 99.2
DWAC REQUEST – DTC Participant #____________
DATE: _______________
| AGENT: | Continental Stock Transfer & Trust Company |
| ATTN: | Joel Kass |
| EMAIL: | [email protected] |
PHONE: 212-845-3230
Please accept the three DWACs that will be initiated for the following securities of PMV Consumer Acquisition Corp.
| TYPE | CUSIP | DWAC | QUANTITY |
| UNIT | 693486201 | WITHDRAWAL | |
| COMMON | 693486102 | DEPOSIT | |
| WARRANT | 693486110 | DEPOSIT | |
Please contact [NAME] with any further questions.
Regards,