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 ~~November 2~~30, ~~2023~~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)		(Commission File Number)		(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

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PMVC	N/A
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	PMVC WS	N/A
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $503.61 per share	PMVC WS	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~ITEM 5.03. ~~Amendments~~AMENDMENTS toTO ~~Articles~~ARTICLES ofOF ~~Incorporation~~INCORPORATION orOR ~~Bylaws~~BYLAWS; ~~Change~~CHANGE inIN ~~Fiscal~~FISCAL ~~Year~~YEAR.

On ~~November~~ 2April 30, ~~2023~~2024, PMV Consumer Acquisition Corp., a Delaware company (the “Company”), filed a Certificate of Amendment (the “Amendment”) to the Second Amended and Restated Certificate of Incorporation ~~(hereinafter~~of ~~referred~~the toCompany as (the “Charter”) ~~and~~ ~~Amended~~with ~~and~~the ~~Restated~~Secretary ~~Bylaws~~of ~~(hereinafter~~State ~~referred~~of the State of Delaware to aseffect ~~the~~a ~~“Bylaws”)~~reduction ~~with~~in the ~~State~~total number of ~~Delaware,~~shares ~~copies~~of all classes of capital stock which ~~are annexed~~the ~~hereto~~Company has authority to issue.

~~Item~~Prior to the Amendment, the total number of shares ~~5.07.~~of ~~Submission~~all classes of ~~Matters~~capital stock which the Company had authority to issue was 55,000,000, of which 35,000,000 shares were Common Stock of the par value of $.0001 per share, consisting of (a) ~~Vote~~25,000,000 shares of ~~Security~~Class ~~Holders~~A Common Stock and ((b) 10,000,000 shares of Class B Common Stock, and 20,000,000 shares were Preferred Stock of the par value of $.0001 per share.

~~Subject to~~Following the ~~voluntary~~Amendment, ~~conversion by~~ the ~~Company’s~~total ~~sole~~number ~~shareholder (the “Shareholder”)~~ of ~~all of its~~ shares of ~~Class~~all Aclasses ~~Common Stock into shares~~ of ~~Class~~capital Cstock ~~Common~~which ~~Stock,~~ the ~~Board~~Company ofshall ~~Directors~~have ofauthority ~~the~~to ~~Company~~issue ~~(the~~is ~~“Board”) recommended~~1, ~~and the Shareholder approved~~260,000 ~~various amendments to the Charter~~shares, ~~as well as a reverse stock split~~ of ~~all~~which ~~outstanding~~800,000 shares ~~of Class B Common Stock and Class~~shall Cbe Common Stock ~~at a ratio~~ of ~~43.792-to-1 (~~the ~~“Reverse~~par ~~Stock~~value ~~Split”). The purpose~~ of ~~the~~$.0001 ~~Reverse~~per ~~Stock~~share, ~~Split~~consisting isof to(a) ~~decrease the~~570,000 ~~total number of~~ shares of ~~the~~Class ~~Company’s~~A Common Stock ~~outstanding~~ and ~~increase~~(b) ~~the~~230,000 ~~liquidity and market price of such~~ shares ~~to approximately $10.00 per share. Following the effective date~~ of ~~the Reverse Stock Split, approximately 26,832 shares of~~ Class B Common Stock, ~~will in issue~~ and ~~outstanding and approximately 73~~460,~~169~~000 shares ofshall ~~Class~~be CPreferred ~~Common~~ Stock ~~will~~of bethe inpar ~~issue~~value ~~and~~of ~~outstanding~~$.0001 per share.

~~Further, in~~The ~~light~~foregoing description of the ~~aforementioned~~Amendment ~~share~~set ~~conversion~~forth ~~and~~above ~~the~~does ~~Board’s~~not ~~determination~~purport to ~~effect~~be ~~the~~complete ~~Reverse~~and ~~Stock~~is ~~Split,~~qualified ~~and~~ in ~~order~~its ~~to simplify~~entirety ~~and~~by ~~better~~reference ~~reflect the purpose, capital structure, governance and organizational policies and procedures of the Company, the Board recommended, and the Shareholder approved, various amendments~~ to the ~~Charter,~~Amendment. ~~including: (i) the elimination of any and all authorized shares of Class~~ A ~~Common Stock, the renaming of the Class C Common Stock to Class A Common Stock, and the elimination of any and all~~copy ~~authorized shares~~ of ~~Special Common Stock, (ii)~~ the ~~modification~~Amendment ofis ~~the~~filed ~~rights~~as ofExhibit ~~the~~3.1 ~~Class B Common Stock such that (a) the provisions permitting conversion into shares of Class C Common Stock are deleted and (b) each holder of record shall be entitled~~ to ~~ten~~this ~~(10)~~Current ~~votes for~~Report ~~each~~on ~~share~~Form of8-K ~~Class B 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~~is ~~Company’s~~incorporated ~~IPO~~herein ~~Trust~~by Account, as such provisions were previously extinguished in accordance with the terms and conditions of the Charter and are 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 electionreference.

~~Lastly, the~~ITEM ~~Board~~5.07. ~~recommended,~~SUBMISSION ~~and~~OF ~~the~~MATTERS ~~Shareholder~~TO ~~approved,~~A anVOTE ~~amendment~~OF toSECURITY 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 meetingHOLDERS.

1The Board of Directors of the Company, having determined it advisable and in the best interests of the Company, recommended, and the Company’s sole shareholder approved, an amendment to the Charter to (i) reduce the number of authorized shares of Class A Common Stock of the Company from 25,000,000 shares to 570,000 shares, (ii) reduce the number of authorized shares of Class B Common Stock of the Company from 10,000,000 shares to 230,000 shares, and (iii) reduce the number of authorized shares of Preferred Stock of the Company from 20,000,000 shares to 460,000 shares.

~~Item~~ITEM 89.01. ~~Other~~FINANCIAL ~~Events.~~STATEMENTS AND EXHIBITS

~~Following the~~(d) effective date of the Reverse Stock Split, and consistent with the terms and conditions of the Warrant Agreement, the terms of the Company’s public and private warrants will be 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 will be rounded up or down, as the case may be, to the nearest whole shareExhibits. ~~Correspondingly,~~The ~~the~~following ~~per~~exhibits ~~share~~are ~~exercise price of such warrants will be increased in direct proportion~~filed towith ~~the~~this ~~Reverse Stock Split ratio such that the aggregate dollar amount payable for the purchase of the shares subject to such securities will remain unchanged; thereafter, the~~ Form 8,750,000 public warrants will be exercisable into approximately 199,808 shares of Class A Common Stock and the 6,150,000 private placement warrants will be 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.-K:

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibits
3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of PMV Consumer Acquisition Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits. The following exhibits are filed with this Form 8-K:~~1

Exhibit No.		Description of Exhibits
3.1		Second Amended and Restated Certificate of Incorporation
3.2		Amended and Restated Bylaws
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

2Pursuant 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.

SIGNATURE

Dated: May 3, 2024	PMV CONSUMER ACQUISITION CORP.

	By:	/s/ Timothy J. Foufas
	Name:	Timothy J. Foufas
	Title:	Co-President and Secretary

~~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.~~2

Dated: November 7, 2023	PMV CONSUMER ACQUISITION CORP.
	By:	/s/ Timothy J. Foufas
	Name:	Timothy J. Foufas
	Title:	Co-President and Secretary

Filing Compare · PMV Consumer Acquisition Corp.