UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form 8-K~~ ___________________

~~Current Report~~ FORM 8-K

~~Pursuant to Section 13 or 15(d) of the~~ ___________________

~~Securities~~CURRENT ~~Exchange Act of 1934~~ REPORT

~~May~~PURSUANT 4,TO ~~2023~~SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 15, 2023

VMG Consumer Acquisition Corp.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-41057	86-3288218
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

39 Mesa Street, Suite 310

San Francisco, California

94129

(Address of Principal Executive Offices)

(Zip Code)

(415) 632-4200(Registrant’s telephone number, including area code~~: (415~~) ~~632-4200~~

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

☐ Written ~~communications~~communication 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))

☐ 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-commencements 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
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	VMGAU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock and one-half of one warrant	VMGAU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	VMGA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	VMGAW	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	VMGAW	The Nasdaq Stock Market LLC

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 7 3.01 ~~Regulation~~. FDNotice ~~Disclosure~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs previously announced, on May 4, 2023, the Board of Directors (the “Board”) of VMG Consumer Acquisition Corp. (the “Company”) ~~issued~~determined athat ~~press~~if ~~release~~the ~~announcing~~Company ~~that~~had itnot ~~has~~consummated ~~cancelled~~an ~~its~~initial ~~special~~Business ~~meeting~~Combination of(as ~~stockholders~~defined ~~that~~in ~~was~~the ~~previously~~Company’s ~~scheduled~~Amended ~~for~~and ~~10:00~~Restated AMCertificate ~~Eastern~~of ~~time~~Incorporation, onas amended), by May 515, 2023 (the “Combination Period”), ~~and~~the ~~that~~Company shall (i) cease all operations, ~~because~~except for the ~~Company~~purpose ~~will~~of ~~not~~winding ~~consummate~~up; an(ii) ~~initial~~as ~~business~~promptly ~~combination~~as ~~within~~reasonably ~~the~~possible ~~time~~but ~~period~~not ~~required~~more bythan ~~the~~ten ~~Company’s~~business ~~Amended~~days thereafter, and ~~Restated~~subject ~~Certificate~~to ofhaving ~~Incorporation~~lawfully available funds therefor, redeem (the ~~Company~~“Redemption”) ~~intends~~100% toof ~~dissolve~~the ~~and~~outstanding ~~liquidate~~public shares, ~~effective~~which Redemption will completely extinguish public stockholders’ rights as ofstockholders (including the ~~close~~right ofto ~~business~~receive onfurther ~~May~~liquidation 15distributions, ~~2023~~if any), subject to applicable law, and ~~will~~(iii) ~~redeem~~as ~~all~~promptly as reasonably possible following such Redemption, subject to the approval of the ~~outstanding~~remaining ~~shares~~stockholder ofand ~~Class~~the ABoard ~~common~~in ~~stock~~accordance ~~that~~with ~~were~~applicable ~~included~~law, indissolve ~~the~~and ~~units~~liquidate, ~~issued~~subject in ~~its~~each ~~initial~~case ~~public~~to ~~offering~~the (Company’s obligations under the ~~“Public~~Delaware ~~Shares”),~~General atCorporation aLaw ~~per-share~~to ~~redemption~~provide ~~price~~for claims of ~~approximately~~creditors ~~$10~~and the requirements of other applicable law.~~40.~~

AsOn ofApril 28, 2023, the ~~close~~Company of(i) ~~business~~notified onthe ~~May~~Nasdaq ~~15,~~Stock ~~2023,~~Market LLC (the ~~Public~~“Nasdaq”) ~~Shares~~of ~~will~~the beanticipated ~~deemed~~Redemption, ~~cancelled~~liquidation and ~~will~~dissolution; ~~represent~~and ~~only~~(ii) ~~the~~requested ~~right~~that toNasdaq ~~receive~~(A) suspend trading of the ~~redemption~~Company’s ~~amount.~~shares ~~Record~~of ~~holders~~Class ~~will~~A ~~receive~~common ~~their~~stock, ~~pro~~redeemable ~~rata~~warrants ~~portion~~to purchase shares of Class A common stock (the ~~proceeds~~“Warrants”) and units, each consisting of ~~the~~one ~~trust~~share ~~account~~of byClass ~~delivering~~A ~~their~~common ~~Public~~stock ~~Shares~~and toone-half ~~Continental~~of ~~Stock~~one ~~Transfer~~Warrant &(the ~~Trust~~units, ~~Company~~together with the Class A common stock and the Warrants, the ~~Company’s~~“Securities”) ~~transfer~~effective ~~agent.~~before ~~Beneficial~~the ~~owners~~opening of ~~Public~~trading ~~Shares~~on ~~held~~May in15, ~~“street name~~2023, and (B) file with the Securities and Exchange Commission (the “SEC”) ~~however,~~a ~~will~~Form ~~not~~25 ~~need~~Notification toof ~~take~~Removal ~~any~~from ~~action~~Listing inand/or ~~order~~Registration (“Form 25”) to ~~receive~~delist and deregister the ~~redemption~~Securities ~~amount.~~under ~~The~~Section ~~redemption~~12(b) of the ~~Public~~Securities ~~Shares~~Exchange isAct ~~expected~~of to1934, beas ~~completed~~amended ~~within~~(the ~~ten~~“Exchange ~~business~~Act”). ~~days~~As ~~after~~a ~~May 15~~result, ~~2023~~the Securities will no longer be listed on Nasdaq.

~~The~~On ~~Company’s~~May ~~sponsor~~15, ~~has~~2023, ~~agreed~~Nasdaq tofiled ~~waive~~a ~~its~~Form ~~redemption~~25 ~~rights~~ with ~~respect~~the toSEC, ~~its~~upon ~~outstanding~~which ~~Class~~the Bdelisting ~~common~~of ~~stock~~the ~~issued~~Company’s ~~prior~~Securities towill became effective. Following that, the Company’s ~~initial~~intends ~~public~~to ~~offering.~~file ~~There~~Form ~~will~~15 beCertification noand ~~redemption~~Notice ~~rights~~of orTermination ~~liquidating~~of ~~distributions~~Registration with ~~respect~~the toSEC, requesting that the Company’s ~~warrants,~~reporting ~~which~~obligations ~~will~~under ~~expire~~Sections ~~worthless~~13 and 15(d) of the Exchange Act be terminated with respect to the Securities.

The Company expects that NASDAQ will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.SIGNATURE

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
99.1		Press Release, dated May 4, 2023

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 hereunto duly authorized.

Dated: May 4, 2023
		VMG Consumer Acquisition Corp.
VMG CONSUMER ACQUISITION CORP.
Date: May 15, 2023		By:	/s/ Aarti Kapoor
By:	/s/ Aarti Kapoor
		Name:	Aarti Kapoor
Name:	Aarti Kapoor
		Title:	Chief Executive Officer
Title:	Chief Executive Officer

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