PMVC.U / PMV Consumer Acquisition Corp. Units, each consisting of one share of Class A common stock and one-h - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisit

Description of Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary of PMV Consumer Acquisition Corp.’s securities is based on and qualified by the Company’s Certificate of Incorporation, as amended (the “Certificate”). References to the “Company” and to “we,” “us,” and “our” refer to PMV Consumer Acquisition Corp. General As of December 31, 2024, the total number of shares of all classes of

Insider Trading Policy

Exhibit 19.1 Associated Capital Group, Inc., GAMCO Investors, Inc. & Affiliates Insider Trading (This section pertains to all affiliated entities) I. Introduction These supervisory procedures are intended to detect and prevent the misuse of material nonpublic information by the Company and its employees. The roles of the Compliance Committee and the Legal/Compliance Department are critical to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2024 Commission File Number 001-39534 PMV CONSUME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2024 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisit

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of PMV Consumer Acquisition Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on May 3, 2024)

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 i

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 Acqui

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 of incorporation) (Comm

Description of Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary of PMV Consumer Acquisition Corp.’s securities is based on and qualified by the Company’s Certificate of Incorporation, as amended (the “Certificate”). References to the “Company” and to “we,” “us,” and “our” refer to PMV Consumer Acquisition Corp. General As of December 31, 2023, the total number of shares of all classes of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2023 Commission File Number 001-39534 PMV CONSUME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2023 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acqu

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on November 7, 2023)

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PMV CONSUMER ACQUISITION CORP. November 1, 2023 PMV Consumer Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “PMV Consumer Acquisition Corp.” 2. This Second Amended and Restated Certificate of Incorporation (the “

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed on November 7, 2023)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PMV CONSUMER ACQUISITION CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of PMV Consumer Acquisition Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 251 Little Falls Drive, City of Wilmington, County of New Castle, State of Delaware 19808 and Corporation Service Company shall be the registered

Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events

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 2, 2023 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2022 Commission File Number 001-39534 PMV CONSUME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2022 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.

Description of Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary of PMV Consumer Acquisition Corp.’s securities is based on and qualified by the Company’s Certificate of Incorporation, as amended (the “Certificate”). References to the “Company” and to “we,” “us,” and “our” refer to PMV Consumer Acquisition Corp. General As of December 31, 2022, the total number of shares of all classes of

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) March 29, 2023 PMV Consumer Acquis

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) March 29, 2023 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction of incorporation) (Commi

PMVC / PMV Consumer Acquisition Corp / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) PMV Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693486102 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and

Financial Statements and Exhibits, Other Events

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): December 27, 2022 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction of incorporation) (C

PMV Consumer Acquisition Corp. Completes the Redemption of the Class A Common Stock Issued in its IPO

Exhibit 99.1 PMV Consumer Acquisition Corp. Completes the Redemption of the Class A Common Stock Issued in its IPO Palm Beach, FL, Dec. 27, 2022 (GLOBE NEWSWIRE) - PMV Consumer Acquisition Corp. (OTC Pink: PMVC) (?PMV? or the ?Company?) announced today the completion of the redemption of its outstanding shares of Class A Common Stock subject to redemption, totaling 2,046,609 shares issued in its I

REDEMPTION ELECTION FORM PURSUANT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PMV CONSUMER ACQUISITION CORP. (THE “COMPANY”)

Exhibit 99.1 REDEMPTION ELECTION FORM PURSUANT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PMV CONSUMER ACQUISITION CORP. (THE ?COMPANY?) Name(s) and Addresses of Registered Holder(s) (If there is any error in the name or address shown below, please make the necessary corrections) Certificate Number(s)/Security Listing Number(s) Number of Shares (If additional space is needed, atta

Financial Statements and Exhibits, Other Events

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): December 8, 2022 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction of incorporation) (Co

Financial Statements and Exhibits, Other Events

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 25, 2022 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction of incorporation) (C

PMV Consumer Acquisition Corp. Announces Redemption of Class A Common Stock

Exhibit 99.1 PMV Consumer Acquisition Corp. Announces Redemption of Class A Common Stock Palm Beach, FL, Nov. 25, 2022 (GLOBE NEWSWIRE) - PMV Consumer Acquisition Corp. (OTC Pink: PMVC) (?PMV? or the ?Company?) announced today that it has elected to redeem all of its outstanding shares of Class A Common Stock subject to redemption, totaling 2,046,609 shares issued in its IPO (?Class A Shares?) in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acqu

PMVC / PMV Consumer Acquisition Corp / PMV Consumer Acquisition Holding Company, LLC Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PMV Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 693486102 (CUSIP Number) Craig Weynand PMV Consumer Acquisition Holding Company, LLC 249 Royal Palm Way, Suite 503 Palm Beach, Florida 33480 (914) 921-8364 (Na

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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) October 17, 2022 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction of incorporation) (Com

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D.

PMVC / PMV Consumer Acquisition Corp / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) PMV Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693486102 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and

PMV Consumer Acquisition Corp. Announces Voluntary NYSE Delisting

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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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) September 30, 2022 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV

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

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 Incor

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): September 21, 2022 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction (Commission File Nu

* * *

CORRESP 1 filename1.htm 249 Royal Palm Way, Suite 503 Palm Beach, FL 33480 (561) 318-3766 September 26, 2022 VIA EDGAR Mr Eric McPhee Mr. Robert Telewicz Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission Re: PMV Consumer Acquisition Corp. Form 10-K for the year ended December 31, 2021 Form 10-Q for the periods ended, March 31, 2022 and Jun

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PMV CONSUMER ACQUISITION CORP. September 21, 2022 PMV Consumer Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?PMV Consumer Acquisition Corp.? 2. This Amended and Restated Certificate of Incorporation (the ?Certificate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Other Events, Financial Statements and Exhibits

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) September 15, 2022 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction of incorporation) (C

PMV Consumer Acquisition Corp. Announces Postponement of Special Meeting of Stockholders

Exhibit 99.1 PMV Consumer Acquisition Corp. Announces Postponement of Special Meeting of Stockholders Press Release Palm Beach, Florida, September 15, 2022 (GLOBE NEWSWIRE) - PMV Consumer Acquisition Corp. (NYSE: PMVC) (the ?Company?), announced today that it has postponed the Company?s Special Meeting of Stockholders to be held on September 16, 2022, until September 21, 2022, at 9:00am Eastern Ti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 25, 2022 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 def14a0822pmvconsumeracq.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 pre14a2022pmvconsumeracq.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

Description of Registrant’s Securities.

EXHIBIT 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of PMV Consumer Acquisition Corp.?s securities is based on and qualified by the Company?s Certificate of Incorporation, as amended (the ?Certificate?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to PMV Consumer Acquisition Corp. General As of December 31, 2021, the Company is authorized to issue 85,000,000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ 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 CONSUME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 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 Inc

Description of Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of PMV Consumer Acquisition Corp.?s securities is based on and qualified by the Company?s Certificate of Incorporation, as amended (the ?Certificate?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to PMV Consumer Acquisition Corp. General As of December 31, 2020, the Company is authorized to issue 85,000,000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION

10-Q/A 1 f10q0321a1pmvconsumer.htm AMENDMENT NO. 1 TO FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534

PMVC / PMV Consumer Acquisition Corp / Dryden Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* PMV Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693486102 (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV

PMVC.U / PMV Consumer Acquisition Corp. Units, each consisting of one share of Class A common stock and one-h / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 PMV Consumer Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693486201 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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) December 15, 2021 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39534 84-5174573 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acquisit

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, 2020 Commission File Number 0

10-K/A 1 f10k2020a1pmvconsumeracq.htm AMENDMENT NO. 1 TO FORM 10 K 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, 2020 Commission File Number 001-39534 PMV CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in i

Description of Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of PMV Consumer Acquisition Corp.?s securities is based on and qualified by the Company?s Certificate of Incorporation, as amended (the ?Certificate?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to PMV Consumer Acquisition Corp. General As of December 31, 2020, the Company is authorized to issue 85,000,000

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): May 10, 2021 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)

Description of Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of PMV Consumer Acquisition Corp.?s securities is based on and qualified by the Company?s Certificate of Incorporation, as amended (the ?Certificate?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to PMV Consumer Acquisition Corp. General As of December 31, 2020, the Company is authorized to issue 85,000,000

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 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.

PMV Consumer Acquisition Corp

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PMV Consumer Acquisition Corp (Name of Issuer) Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant (Title of Class of Securities) 693486201 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PMV Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PMV Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693486102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

PMV CONSUMER ACQUISITION CORP. ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A COMMON STOCK AND WARRANTS, COMMENCING ON NOVEMBER 12, 2020

EX-99.1 2 ea129696ex99-1pmvconsumer.htm PRESS RELEASE, DATED NOVEMBER 12, 2020. 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,

Financial Statements and Exhibits, Other Events - FORM 8-K

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 Num

DWAC REQUEST – DTC Participant #____________

Exhibit 99.2 DWAC REQUEST – DTC Participant # DATE: AGENT: Continental Stock Transfer & Trust Company ATTN: Joel Kass EMAIL: [email protected] [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

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39534 PMV Consumer Acqu

Financial Statements and Exhibits, Other Events

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): September 24, 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 Nu

The accompanying notes are an integral part of the financial statement.

EX-99.1 2 ea127542ex99-1pmvconsumer.htm AUDITED BALANCE SHEET, AS OF SEPTEMBER 30, 2020, AND ACCOMPANYING AUDIT REPORT OF WITHUMSMITH+BROWN, PC, DATED SEPTEMBER 24, 2020 Exhibit 99.1 PMV Consumer Acquisition Corp. Index to financial statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of independent registered public a

Subscription Agreement for private warrants between the Company and PMV Consumer Acquisition Holding Company, LLC(1)

Exhibit 10.4 As of September 21, 2020 Gentlemen: PMV Consumer Acquisition Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The undersigned hereby com

Form of Indemnification Agreement.

Exhibit 10.7 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of the 21st day of September, 2020 (“Agreement”), by and between PMV Consumer Acquisition Corp., a Delaware corporation (“Company”), and (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of

Letter Agreement between the Company and PMV Consumer Acquisition Holding Company, LLC (1)

Exhibit 10.1 September 21, 2020 PMV Consumer Acquisition Corp. 249 Royal Palm Way, Suite 503 Palm Beach, FL 33480 UBS Securities LLC 1285 Avenue of the Americas, 10th Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered int

PMV CONSUMER ACQUISITION CORP. ANNOUNCES PRICING OF $175 MILLION INITIAL PUBLIC OFFERING

Exhibit 99.1 PMV CONSUMER ACQUISITION CORP. ANNOUNCES PRICING OF $175 MILLION INITIAL PUBLIC OFFERING Palm Beach, Florida, September 21, 2020 (GLOBE NEWSWIRE) – PMV Consumer Acquisition Corp. (NYSE: PMVC.U) (the “Company”) today announced the pricing of its initial public offering of 17,500,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the “NYSE”

Registration Rights Agreement between the Company and PMV Consumer Acquisition Company, LLC (1)

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 21st day of September, 2020, by and among PMV Consumer Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and

Form of Letter Agreement from each of the Registrant’s initial stockholders, officers and directors.***

Exhibit 10.2 September 21, 2020 PMV Consumer Acquisition Corp. 249 Royal Palm Way, Suite 503 Palm Beach, FL 33480 UBS Securities LLC 1285 Avenue of the Americas, 10th Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered int

Underwriting Agreement between the Company and UBS Securities LLC and BTIG, LLC as representatives of the underwriters (1)

Exhibit 1.1 PMV Consumer Acquisition Corp. 17,500,000 Units ($10.00 per Unit) Underwriting Agreement September 21, 2020 Underwriting Agreement September 21, 2020 UBS Securities LLC BTIG, LLC as Representatives of the Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: PMV Consumer Acquisition Corp., a Delaware corporation (the “Company”),

Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company(1)

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of September 21, 2020 by and between PMV Consumer Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-241670 (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effect

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 21, 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 Nu

Warrant Agreement between the Company and Continental Stock Transfer & Trust Company (1)

Exhibit 4.1 WARRANT AGREEMENT This agreement is made as of September 21, 2020 between PMV Consumer Acquisition Corp., a Delaware corporation, with offices at 249 Royal Palm Way, Suite 503, Palm Beach, FL 33480 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”). WHEREAS, the Company is engag

PMV CONSUMER ACQUISITION CORP. ANNOUNCES CLOSING OF $175 MILLION INITIAL PUBLIC OFFERING

Exhibit 99.2 PMV CONSUMER ACQUISITION CORP. ANNOUNCES CLOSING OF $175 MILLION INITIAL PUBLIC OFFERING Palm Beach, Florida, September 24, 2020 (GLOBE NEWSWIRE) – PMV Consumer Acquisition Corp. (NYSE: PMVC.U) (the “Company”) announced today that it closed its initial public offering of 17,500,000 units. The offering was priced at $10.00 per unit resulting in gross proceeds of $175,000,000. The units

Administrative Services Agreement between the Company and PMV Consumer Delaware Management Partners LLC (1)

Exhibit 10.6 PMV Consumer Acquisition Corp. 249 Royal Palm Way, Suite 503 Palm Beach, FL 33480 September 21, 2020 PMV Consumer Delaware Management Partners LLC 249 Royal Palm Way, Suite 503 Palm Beach, Florida 33480 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PMV Consumer Acquisition Corp.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PMV Consumer Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant (Title of Class of Securities) 693486201 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (9

Per unit

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-241670 $175,000,000 PMV Consumer Acquisition Corp. 17,500,000 Units PMV Consumer Acquisition Corp. is a newly organized blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PMV Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 84-5174573 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organ

- AMENDMENT NO. 2 TO REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 18, 2020 Registration No.

Specimen Warrant Certificate.**

EX-4.3 5 fs12020a1ex4-3pmvconsu.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 NUMBER (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS PMV CONSUMER ACQUISITION CORP. CUSIP 693486 110 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of PMV Consumer Acquisit

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A, File No. 333-241670, filed on August 17, 2020).

Exhibit 4.4 WARRANT AGREEMENT This agreement is made as of , 2020 between PMV Consumer Acquisition Corp., a Delaware corporation, with offices at 249 Royal Palm Way, Suite 503, Palm Beach, FL 33480 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (?Warrant Agent?). WHEREAS, the Company is engaged in a publ

Form of indemnification agreement.*

EX-10.6 13 fs12020a1ex10-6pmvconsu.htm FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.6 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of the day of , 2020 (“Agreement”), by and between PMV Consumer Acquisition Corp., a Delaware corporation (“Company”), and (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations bein

Code of Ethics.**

EX-14.1 14 fs12020a1ex14-1pmvconsu.htm CODE OF ETHICS Exhibit 14.1 PMV CONSUMER ACQUISITION CORP. CODE OF ETHICS 1. Introduction The Board of Directors of PMV Consumer Acquisition Corp. (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest and ethical conduct, including the et

Form of Letter Agreement from each of the Registrant’s initial stockholders, officers and directors.*

Exhibit 10.1 [DATE], 2020 PMV Consumer Acquisition Corp. 249 Royal Palm Way, Suite 503 Palm Beach, FL 33480 UBS Securities LLC 1285 Avenue of the Americas, 10th Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by a

Form of Registration Rights Agreement.*

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the [DAY] day of [MONTH], 2020, by and among PMV Consumer Acquisition Corp., a Delaware corporation (the ?Company?) and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and t

Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A, File No. 333-241670, filed on August 17, 2020).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [DATE], 2020 by and between PMV Consumer Acquisition Corp. (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333- (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared effective as of th

Specimen Unit Certificate.**

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS PMV CONSUMER ACQUISITION CORP. CUSIP 693486 201 UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Common Stock?), of PMV Consumer Acquisition Corp., a

Specimen Share Certificate.**

EX-4.2 4 fs12020a1ex4-2pmvconsu.htm SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER SHARES C PMV CONSUMER ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 693486 102 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF PMV CONSUMER ACQUISITION

Form of administrative services agreement.*

Exhibit 10.5 PMV Consumer Acquisition Corp. 249 Royal Palm Way, Suite 503 Palm Beach, FL 33480 , 2020 PMV Consumer Delaware Management Partners LLC 249 Royal Palm Way, Suite 503 Palm Beach, Florida 33480 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the init

Form of Underwriting Agreement.*

Exhibit 1.1 PMV Consumer Acquisition Corp. 17,500,000 Units ($10.00 per Unit) Underwriting Agreement [Pricing date], 2020 Underwriting Agreement [Pricing date], 2020 UBS Securities LLC BTIG, LLC as Representatives of the Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: PMV Consumer Acquisition Corp., a Delaware corporation (the ?Company

Form of subscription agreement for private warrants.*

Exhibit 10.4 As of , 2020 Gentlemen: PMV Consumer Acquisition Corp. (?Corporation?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), in connection with its initial public offering (?IPO?). The undersigned hereby commits to purc

Form of Compensation Committee Charter.*

EX-99.2 16 fs12020a1ex99-2pmvconsu.htm COMPENSATION COMMITTEE CHARTER Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PMV CONSUMER ACQUISITION CORP. I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of PMV Consumer Acquisition Corp. (the “Company”) for the purposes of, among other things, (a) discharging th

Form of Nominating and Corporate Governance Committee Charter.*

Exhibit 99.3 NOMINATING COMMITTEE CHARTER OF PMV CONSUMER ACQUISITION CORP. The responsibilities and powers of the Nominating Committee (the ?Nominating Committee?) of the Board of Directors (?Board?) of PMV Consumer Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its independent judgm

- AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on August 17, 2020 Registration No.

Form of Audit Committee Charter.*

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF PMV CONSUMER ACQUISITION CORP. Purpose The purposes of the Audit Committee (the ?Audit Committee?) of the Board of Directors (?Board?) of PMV Consumer Acquisition Corp. (?Company?) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor?s qualifications and

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s registration statement on Form S-1/A filed on August 6, 2020)

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PMV CONSUMER ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law March 18, 2020 I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), do hereby certify as follows: First: The name of th

Promissory Note.*

Exhibit 10.7 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Power of Attorney (included on signature page of this Registration Statement).*

As filed with the Securities and Exchange Commission on August 6, 2020 Registration No.

Securities Subscription Agreement.*

Exhibit 10.8 PMV CONSUMER ACQUISITION CORP. c/o 249 Royal Palm Way Suite 503 Palm Beach, FL 33480 March 20, 2020 PMV Consumer Acquisition Holding Company, LLC 249 Royal Palm Way Suite 503 Palm Beach, FL 33480 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on March 20, 2020 by and between PMV Consumer Delaware Management Partners, LLC, a

Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of the Company’s registration statement on Form S-1/A filed on August 6, 2020)

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PMV CONSUMER ACQUISITION CORP. The undersigned, being the Chief Executive Officer of PMV CONSUMER ACQUISITION CORP., a corporation existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is PMV Consumer Acquisition Corp. 2. The original Certificate of

Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, File No. 333-241670, filed on August 6, 2020).

Exhibit 3.3 BYLAWS OF PMV CONSUMER ACQUISITION CORP. Article I OFFICES 1.1 Registered Office. The registered office of PMV Consumer Acquisition Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 251 Little Falls Drive, City of Wilmington, County of New Castle, State of Delaware 19808 and Corporation Service Company shall be the registered agent of the corpora

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As confidentially submitted with the Securities and Exchange Commission on April 3, 2020 pursuant to Section 6(e) of the Securities Act of 1933, as amended Registration No.