UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the year ended December 31, 2021
Commission File Number 001-39534
PMV CONSUMER ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 84-5174573 | |
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) | |
249 Royal Palm Way, Suite 503 Palm Beach, FL | 33480 | |
| (Address of principal executive offices) | (zip code) |
(561) 318-3766
(Issuer’s Telephone Number, Including Area Code)
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, $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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
The Registrant’s Class A common stock, par value $0.0001 per share, began trading on the New York Stock Exchange separately from its Units on November 12, 2020.
As June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Registrant’s Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, was approximately $154,050,000.
As of March 10, 2022, there were 17,500,000 shares of Class A common stock, par value $0.0001 per share, and 4,375,000 shares of Class B convertible common stock, par value $0.0001 per share, issued and outstanding.
Documents Incorporated by Reference: The information contained in the registrant’s prospectus dated September 21, 2020, as filed with the Securities and Exchange Commission on September 22, 2020, pursuant to Rule 424(b)(4) (SEC File No. (333-241670) is incorporated into certain portions of Parts I, II, and III, as disclosed herein
EXPLANATORY NOTE
PMV Consumer Acquisition Corp. (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K/A (the “Amendment No. 1”) to amend its Annual Report on Form 10-K for the year ended December 31, 2021, originally filed with the Securities and Exchange Commission (“SEC”) on March 10, 2022 (the “Original Filing”) solely for the purpose of amending and restating the Section 302 certifications set forth in Exhibits 31.1 and 31.2 of the Original Filing, to include the introductory language in paragraph 4 referring to internal control over financial reporting. The Company’s Co-Principal Executive Officers and Principal Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 1 (Exhibits 31.1, 31.2 and 31.3).
Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, the Company has not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s filings with the SEC subsequent to the Original Filing.
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Item 15(3). Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report.
| No. | Description of Exhibit | |
| 31.1* | Certification of Co-Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Co-Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.3* | ||
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE* | XBRL Taxonomy Presentation Linkbase | |
| 104* | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
| * | Filed herewith. |
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SIGNATURES
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 thereunto duly authorized.
| PMV Consumer Acquisition Corp. | ||
| Date: October 3, 2022 | By: | /s/ Marc Gabelli |
| Name: | Marc Gabelli | |
| Title: | Co-Chief Executive Officer | |
| (Co-Principal Executive Officer) | ||
| Date: October 3, 2022 | By: | /s/ Robert LaPenta, Jr. |
| Name: | Robert LaPenta, Jr. | |
| Title: | Co-Chief Executive Officer | |
| (Co-Principal Executive Officer) | ||
| Date: October 3, 2022 | By: | /s/ John N. Givissis |
| Name: | John N. Givissis | |
| Title: | Chief Accounting Officer | |
| (Principal Financial and Accounting Officer) | ||
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Marc Gabelli | Chairman and Co-Chief Executive Officer | October 3, 2022 | ||
| Marc Gabelli | (Co-Principal Executive Officer) | |||
| /s/ Robert LaPenta, Jr. | Co-Chief Executive Officer | October 3, 2022 | ||
| Robert LaPenta, Jr. | (Co-Principal Executive Officer) | |||
| /s/ Joseph A. Gabelli | Co-President | October 3, 2022 | ||
| Joseph A. Gabelli | ||||
| /s/ Timothy Foufas | Co-President | October 3, 2022 | ||
| Timothy Foufas | ||||
| /s/ Nathan G. Miller | Chief Financial Officer | October 3, 2022 | ||
| Nathan G. Miller | ||||
| /s/ John N. Givissis | Senior Vice President and Chief Accounting Officer | October 3, 2022 | ||
| John N. Givissis | (Principal accounting and financial officer) | |||
| /s/ P. Kasper Jakobsen | Director | October 3, 2022 | ||
| P. Kasper Jakobsen | ||||
| /s/ Clarence A. Davis | Director | October 3, 2022 | ||
| Clarence A. Davis | ||||
| /s/ Susan V. Watson | Director | October 3, 2022 | ||
| Susan V. Watson | ||||
| /s/ Daniel E. Zucchi | Director | October 3, 2022 | ||
| Daniel E. Zucchi | ||||
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