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
Dateof Report (Date of earliest event reported) September 30, 2022
PMVConsumer Acquisition Corp.
(Exactname of registrant as specified in its charter)
| Delaware | 001-39534 | 84-5174573 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation) | (Commission<br> File Number) | (IRS<br> Employer Identification No.) |
| 249 Royal Palm Way, Suite 503<br><br> <br>Palm Beach, FL | ****<br><br> <br>33480 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Units,<br> each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant | PMVC.U | New<br> York Stock Exchange |
| Class<br> A Common Stock, par value $0.0001 per share | PMVC | New<br> York Stock Exchange |
| Warrants,<br> each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | PMVC<br> WS | New<br> 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 September 30, 2022, PMV Consumer Acquisition Corp. (“PMV” or the “Company”) announced that it has given formal notice to the New York Stock Exchange (“NYSE”) of its intention to voluntarily delist its securities (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”) from the NYSE. Following the delisting from the NYSE, PMV expects to provide liquidity to PMV’s shareholders by listing PMV Securities on the OTC markets. PMV plans on filing a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about October 11, 2022. The last day of trading in PMV’s Securities on the NYSE will be on or about October 21, 2022, when the Form 25 takes effect.
PMV has filed an application for its Securities to be quoted on the OTC markets, operated by OTC Markets Group Inc. PMV will continue to provide information to its stockholders and take such actions to enable a trading market in its Securities to exist. There is no guarantee, however, that a broker will continue to make a market in the Securities and that trading of the Securities will continue on the OTC markets or otherwise or that the Company will continue to provide information sufficient to enable brokers to provide quotes for its Securities.
The Board of Directors of the Company (the “Board”) believes that the decision to delist the Securities from the NYSE is in the best interest of the Company and its stockholders. The Board has determined that the burdens associated with operating as a company listed on the NYSE outweigh any advantages to the Company and its stockholders at this time. The Board’s decision was based on careful review of numerous factors, including the requirements associated with NYSE listing standards. The Board also based its decision on the Company’s intention to provide liquidity to its stockholders following the delisting by taking actions within its control to have the Securities traded on the OTC markets. Once delisted, the Board believes that the Company will be able to more fully dedicate its financial and management resources to pursuing business opportunities.
Item 8.01. Other Events.
On September 30, 2022, the Board unanimously approved resolutions to authorize the delisting of the Securities from the New York Stock Exchange. See Item 3.01 above.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit Number | Description |
| --- | --- |
| 99.1 | PMV’s Press Release, dated September 30, 2022 |
| 104 | Cover<br> Page Interactive Data File (embedded within the 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.
PMVConsumer Acquisition Corp.
| By:<br> /s/ Timothy J. Foufas |
|---|
| Timothy<br> J. Foufas |
| Co-President<br> and Secretary |
Date: October 4, 2022
2
Exhibit 99.1
PMV Consumer Acquisition Corp. Announces Voluntary NYSE Delisting
Contact: Timothy Foufas
Co-President & Secretary
For further information please visit
www.pmv-consumer.com
Palm Beach, FL, Sept. 30, 2022 (GLOBE NEWSWIRE) -- PMV Consumer Acquisition Corp. (NYSE: PMVC) (“PMV” or the “Company”) announced today that it has given formal notice to the New York Stock Exchange (“NYSE”) of its intention to voluntarily delist its Class A common stock and warrants (collectively, the “common stock”) from the NYSE. Following the delisting from the NYSE, we expect to provide liquidity to PMV’s shareholders by listing PMV common stock on the OTC markets. PMV plans on filing a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about October 10, 2022. The last day of trading in PMV’s common stock on the NYSE will be on or about October 20, 2022, when the Form 25 takes effect.
PMV has filed an application for its common stock to be quoted on the OTC markets, operated by OTC Markets Group Inc. PMV will continue to provide information to its stockholders and take such actions to enable a trading market in its common stock to exist. There is no guarantee, however, that a broker will continue to make a market in the common stock and that trading of the common stock will continue on the OTC markets or otherwise or that the Company will continue to provide information sufficient to enable brokers to provide quotes for its common stock.
The Board of Directors of the Company (the “Board”) believes that the decision to delist the common stock from the NYSE is in the best interest of the Company and its stockholders. The Board has determined that the burdens associated with operating as a company listed on the NYSE outweigh any advantages to the Company and its stockholders at this time. The Board’s decision was based on careful review of numerous factors, including the requirements associated with NYSE listing standards. The Board also based its decision on the Company’s intention to provide liquidity to its stockholders following the delisting by taking actions within its control to have the common stock traded on the OTC markets. Once delisted, the Board believes that the Company will be able to more fully dedicate its financial and management resources to pursuing business opportunities.
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 with enterprise valuations in the range of $200 million to $3.5 billion.
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.
Craig Weynand
914-921-8364
cweynand@gabelli.com