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): April 30, 2024
PMV Consumer Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39534 | 84-5174573 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>Identification No.) |
| 249 Royal Palm Way, Suite 503<br><br> <br>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 |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | PMVC | N/A |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $503.61 per share | PMVC WS | N/A |
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
5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On April 30, 2024, PMV Consumer Acquisition Corp., a Delaware company (the “Company”), filed a Certificate of Amendment (the “Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Company (the “Charter”) with the Secretary of State of the State of Delaware to effect a reduction in the total number of shares of all classes of capital stock which the Company has authority to issue.
Prior to the Amendment, the total number of shares of all classes of capital stock which the Company had authority to issue was 55,000,000, of which 35,000,000 shares were Common Stock of the par value of $.0001 per share, consisting of (a) 25,000,000 shares of Class A Common Stock and ((b) 10,000,000 shares of Class B Common Stock, and 20,000,000 shares were Preferred Stock of the par value of $.0001 per share.
Following the Amendment, the total number of shares of all classes of capital stock which the Company shall have authority to issue is 1,260,000 shares, of which 800,000 shares shall be Common Stock of the par value of $.0001 per share, consisting of (a) 570,000 shares of Class A Common Stock and (b) 230,000 shares of Class B Common Stock, and 460,000 shares shall be Preferred Stock of the par value of $.0001 per share.
The foregoing description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the Amendment. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07. SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Board of Directors of the Company, having determined it advisable and in the best interests of the Company, recommended, and the Company’s sole shareholder approved, an amendment to the Charter to (i) reduce the number of authorized shares of Class A Common Stock of the Company from 25,000,000 shares to 570,000 shares, (ii) reduce the number of authorized shares of Class B Common Stock of the Company from 10,000,000 shares to 230,000 shares, and (iii) reduce the number of authorized shares of Preferred Stock of the Company from 20,000,000 shares to 460,000 shares.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits |
|---|---|
| 3.1 | Certificate of<br> Amendment to the Second Amended and Restated Certificate of Incorporation of PMV Consumer Acquisition Corp. |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document) |
1
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: May 3, 2024 | PMV CONSUMER ACQUISITION CORP. | |
|---|---|---|
| By: | /s/ Timothy<br> J. Foufas | |
| Name: | Timothy J. Foufas | |
| Title: | Co-President and Secretary |
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
THE SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF PMV CONSUMER ACQUISITON CORP.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
PMV Consumer Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:
| 1. | The name of this Corporation is PMV Consumer Acquisition Corp. |
|---|---|
| 2. | Pursuant to Section 242 of the Delaware General Corporation Law, this Certificate of Amendment hereby<br>amends Article FOURTH of the Second Amended and Restated Certificate of Incorporation by deleting the first paragraph thereof in its entirety<br>and replacing it with the following: |
| --- | --- |
“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,260,000 shares, of which 800,000 shares shall be Common Stock of the par value of $.0001 per share (“Common Stock”), consisting of (a) 570,000 shares of Class A Common Stock (“Class A Common Stock”) and (b) 230,000 shares of Class B Common Stock (“Class B Common Stock”), and 460,000 shares shall be Preferred Stock of the par value of $.0001 per share.”
| 3. | The amendment to the Corporation’s Second Amended and Restated Certificate of Incorporation has<br>been duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware pursuant<br>to a resolution adopted by the Corporation’s Board of Directors and by the written consent of the holders of the requisite majority<br>in voting power of the Corporation’s issued and outstanding Common Stock entitled to vote on the matter (there being no other capital<br>stock of the Corporation issued or outstanding). |
|---|
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to be duly executed by a duly authorized officer this 29 day of April 2024.
| PMV CONSUMER ACQUISITION CORP. | |
|---|---|
| By: | /s/<br> Robert V. LaPenta, Jr. |
| Name: | Robert V. LaPenta, Jr. |
| Title: | Co-Chief Executive Officer |