| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS PMV
Consumer Acquisition Corp. (the “Company”) was incorporated in Delaware on March 18, 2020. The Company was formed for the
purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business
combination with one or more businesses or entities. Although
the Company is not limited to a particular industry or sector for purposes of identifying a potential business opportunity and consummating
a transaction, the Company intends to focus its search on business opportunities in the consumer industry. The Company is an early stage
and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies. As
of June 30, 2024, the Company had not commenced any operations. All activity through June 30, 2024, relates to the Company’s formation,
the initial public offering (“Initial Public Offering”) and simultaneous private sale of warrants (“Private Warrants”),
which is described below, and identifying a potential business opportunity. It is unlikely that the Company will generate any operating
revenues until after the completion of a transaction, at the earliest. The Company generates non-operating income in the form of interest
income. The
Company initially had until September 21, 2022, to complete a business combination (the “Combination Period”). On September
21, 2022, the Company held a special meeting of stockholders (the “Meeting”). The purpose of the Meeting was to approve the
following amendments to the Company’s certificate of incorporation; to extend the date by which the Company had to consummate a
business combination for one year, from September 21, 2022 to September 21, 2023, conditioned on the deposit of 200,000 shares of Class
B convertible common stock (to be converted into Class C common stock) into the Company’s Trust account; to increase authorized
stock from 86,000,000 to 120,000,000 shares, of which 100,000,000 shall be shares of common stock, consisting of 45,000,000 shares of
Class A convertible common stock, 10,000,000 shares of Class B convertible common stock, 25,000,000 shares of Class C common stock and
20,000,000 shares of Special common stock, and 20,000,000 shall be shares of preferred stock; to permit the Company’s board of
directors to create Special common stock in one or more series and to fix for each series the voting powers, designations, preferences,
rights, qualifications, limitations and restrictions thereof; to provide for (i) the right of a holder of Class A convertible common
stock to convert into Class C common stock on a one-for-one basis, (ii) the right of the Company to redeem Class A convertible common
stock in exchange for a pro rata share of the net cash (and not stock) held in the Company’s Trust Account, unless the holder elects
to receive Class C common stock issued on a one-for-one basis, plus a pro rata share of any stock held in the Trust Account, and (iii)
upon such redemption the extinguishment of the legal force and effect of the business combination and Trust Account provisions contained
in paragraphs A through I of Article Sixth of the charter; to (i) eliminate the Class B convertible common stock anti-dilution provisions
that require adjustment to maintain the specified 20% class ownership, and (ii) provide for the right of a holder of Class B convertible
common stock to convert into Class C common stock on a one-for-one basis. All such amendments were approved at the Meeting. On September
27, 2022, the Sponsor contributed to the Company for purposes of making a deposit into the Company’s Trust Account of an aggregate
of 200,000 shares of Class B convertible common stock (to be converted into Class C common stock) to extend the date by which the Company
has to consummate a business combination for one year, from September 21, 2022 to September 21, 2023. At
the Meeting, in connection with the extension, stockholders holding 15,453,391 shares of Class A convertible common stock exercised their
right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $154,874,303 (approximately $10.02
per share), which included $340,393 of interest earned on the Trust Account which was not previously used to pay the Company’s
tax obligation, was removed from the Trust Account to pay such holders. Following these redemptions, the Company had 2,046,609 shares
of Class A convertible common stock outstanding and the aggregate amount remaining in the Trust Account at the time was $20,511,170. On
October 17, 2022, the Sponsor elected to convert 3,000,000 shares of its Class B convertible common stock into 3,000,000 shares of Class
A convertible common stock. Following the conversion, the Sponsor owned 1,175,000 shares of Class B convertible common stock, and the
Company had 5,046,609 shares of Class A convertible common stock outstanding. On
October 24, 2022, the Company’s Class A convertible common stock, redeemable warrants and units (consisting of one share of Class
A convertible common stock and one-half of one redeemable warrant) (collectively, the “Securities”) commenced trading on
the OTC Pink; the Company previously announced its intention to voluntarily delist the Securities from the New York Stock Exchange (“NYSE”),
and that the last day of trading on the NYSE would be October 21, 2022. On
December 14, 2022, any unseparated units of the Company (consisting of one share of Class A convertible common stock and one-half of
one redeemable warrant) terminated trading and were subsequently separated. On
December 27, 2022, the Company announced the completion of the redemption of its outstanding shares of Class A convertible common stock
subject to redemption, totaling 2,046,609 shares issued in its IPO (the “Class A IPO Shares”), in accordance with the provision
of its charter. Holders representing a total of 2,042,409 shares of the Class A IPO Shares called for redemption elected to 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 Trust Account. The $10.10 per share pro rata amount was calculated by dividing the number
of Class A IPO Shares redeemed from each such holder by the total number of outstanding Class A IPO Shares. Holders representing a total
of 4,200 shares of the Class A IPO Shares called for redemption elected to receive Class C common stock issued on a one-for-one basis
for the number of Class A IPO Shares redeemed from each such holder, plus each such holder’s pro rata share of the 200,000 shares
of Class C common stock held in the IPO Trust Account. The pro rata share of the Class C common stock held in the Trust Account was calculated
by dividing the number of Class A IPO Shares redeemed from each such holder by the total number of Class A IPO Shares redeemed from all
holders of Class A IPO Shares that elected to receive stock. The amount of cash that would otherwise have been paid to holders who redeemed
for cash (totaling approximately $42,424) was released from the Trust Account and transferred to the Company. The Trust Account was terminated
following the release of the cash and stock to holders of Class A IPO Shares in complete liquidation of the assets held in trust. The
3,000,000 shares of Class A convertible common stock owned by the Sponsor were not redeemed and were expressly excluded from participating
in, and were not otherwise entitled to, any of the cash and stock held in the Trust Account. The Class A IPO Shares redeemed are no longer
deemed to be outstanding and all rights of the holders thereof as stockholders of the Company with respect to the Class A IPO Shares
so redeemed have ceased. The Class C common stock received by holders who elected to receive stock has not been listed on a securities
exchange. Following the redemption, the Company had outstanding 3,000,000 shares of Class A convertible common stock, 1,175,000 shares
of Class B convertible common stock, 204,200 shares of Class C common stock, 8,750,000 public warrants and 6,150,000 private placement
warrants, as well as approximately $1,149,000 of cash on hand available for working capital purposes. On
February 27, 2023, the Sponsor purchased the 204,200 shares of Class C common stock from the holder thereof, which were comprised of
(i) 4,200 shares of Class C common stock, which were issued on a one-for-one basis for the number of Class A convertible common stock
of the Company previously redeemed from the holder (as described above), and (ii) 200,000 shares of Class C common stock, which represents
the holder’s pro rata share of the Class C common stock that were held in the Trust Account (as described above), for an aggregate
purchase price of $42,000. On
September 29, 2023, the Sponsor elected to voluntarily convert all of its shares of Class A convertible common stock into shares of Class
C common stock (the “Class C Conversion”). Following this conversion, which occurred on November 1, 2023, the Sponsor owned
1,175,000 shares of Class B convertible common stock and 3,204,200 shares of Class C common stock. In
light of the Class C Conversion, and in order to simplify and better reflect the purpose, capital structure, governance and organizational
policies and procedures of the Company, the Board of Directors of the Company (the “Board”) recommended, and the stockholders
approved on September 29, 2023, various amendments to the Charter, as well as a reverse stock split of all outstanding shares of Class
B convertible common stock and Class C common stock at a ratio of 43.792-to-1 (the “Reverse Stock Split”). The purpose
of the Reverse Stock Split was to decrease the total number of shares of the Company’s common stock outstanding and increase the
liquidity and market price of such shares to approximately $10.00 per share. The other amendments to the Charter were as follows:
(i) the elimination of any and all authorized shares of Class A convertible common stock, the renaming of the Class C common stock
to Class A common stock (the “Reclassification”), and the elimination of any and all authorized shares of Special common
stock, (ii) the modification of the rights of the Class B convertible common stock such that (a) the provisions permitting conversion
into shares of Class C common stock were deleted and (b) each holder of record shall be entitled to ten (10) votes for each share of
Class B convertible common stock held, (iii) the deletion of certain provisions of Article SIXTH of the Charter, including with respect
to any references to a business combination and/or the Company’s IPO Trust Account, as such provisions were previously extinguished
in accordance with the terms and conditions of the Charter and were therefore of no further legal force and effect, and (iv) the deletion
of certain provisions of Article SIXTH of the Charter, including the requirement that the Board be divided into staggered classes for
election. On November 2, 2023, the Company filed a Second Amended and Restated Certificate of Incorporation, dated November 1,
2023, with the State of Delaware. Also,
the Board recommended, and the stockholders approved on September 29, 2023, an amendment to the Bylaws of the Company (the “Bylaws”)
to provide that, subject to applicable law, any action that is required or permitted to be taken by the stockholders of the Company at
any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting. On November
2, 2023, the Company filed the Amended and Restated Bylaws with the State of Delaware. On
March 12, 2024 (the “Effective Date”), the Reverse Stock Split was declared effective. As a result of the Reclassification
and the Reverse Stock Split, approximately 26,831 shares of Class B convertible common stock are in issue and outstanding and approximately
73,169 shares of Class A common stock are in issue and outstanding as of the Effective Date. Accordingly, earnings per share reported
for prior periods in the unaudited condensed financial statements have been restated to reflect the retroactive effect of the reverse
stock split. Following
the Effective Date, and consistent with the terms and conditions of the Warrant Agreement, the terms of the Company’s public and
private warrants were proportionately adjusted in the same ratio as the reduction in the number of shares of outstanding common stock,
except any fractional shares resulting from such adjustment are rounded up or down, as the case may be, to the nearest whole share. Correspondingly,
the per share exercise price of such warrants is increased in direct proportion to the Reverse Stock Split ratio such that the aggregate
dollar amount payable for the purchase of the shares subject to such securities remains unchanged; therefore, the 8,750,000 public warrants
are exercisable into approximately 199,808 shares of Class A common stock and the 6,150,000 private placement warrants are exercisable
into approximately 140,437 shares of Class A common stock, each at a price of approximately $503.61 per share. In furtherance of
any prospective business opportunities, the Company may in the future seek to pursue a variety of capital raising initiatives. On
April 29, 2024, the Board of Directors of the Company recommended, and the Company’s sole shareholder approved, an amendment to
the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) to (i) reduce the number of
authorized shares of Class A common stock from 25,000,000 shares to 570,000 shares, (ii) reduce the number of authorized shares of Class
B common stock from 10,000,000 shares to 230,000 shares, and (iii) reduce the number of authorized shares of preferred stock from 20,000,000
shares to 460,000 shares. The Company filed the Amendment with the Secretary of State of the State of Delaware on April 30, 2024. |
