PMV Consumer Acquisition Corp. — fact timeline

PMV Consumer Acquisition Corp.: Reduction in authorized shares of Class A Common Stock from 25,000,000 to 570,000, Class B Common Stock from 10,000,000 to 230,000, and Preferred Stock from 20,000,000 to 460,000 (effective 2024-04-30).

“On April 30, 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 of the Company (the “Charter”) with the Secretary of State of the State of Delaware to effect a reduction in the total number of shares of all classes of capital stock which the Company has authority to issue.”

PMV Consumer Acquisition Corp. shareholders approved Amendment to the Charter to reduce the number of authorized shares of Class A Common Stock, Class B Common Stock, and Preferred Stock.

“The 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.”

PMV Consumer Acquisition Corp.: The Company filed Amended and Restated Bylaws with the State of Delaware (effective 2023-11-02).

“and Amended and Restated Bylaws (hereinafter referred to as the “Bylaws”) with the State of Delaware, copies of which are annexed hereto.”

PMV Consumer Acquisition Corp.: The Company filed a Second Amended and Restated Certificate of Incorporation with the State of Delaware (effective 2023-11-02).

“On November 2, 2023, the Company filed a Second Amended and Restated Certificate of Incorporation (hereinafter referred to as the “Charter”)”

PMV Consumer Acquisition Corp. shareholders approved Amendment to Bylaws to permit stockholder action by written consent in lieu of a meeting at the 2023-11-08 meeting.

“the Board recommended, and the Shareholder approved, 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.”

PMV Consumer Acquisition Corp. shareholders approved Amendments to the Charter including elimination of Class A Common Stock, renaming of Class C to Class A, modification of Class B voting rights, deletion of business combination and IPO Trust Account provisions, deletion of staggered board requirement at the 2023-11-08 meeting.

“the Board recommended, and the Shareholder approved, various amendments to the Charter, 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 authorized shares of Special Common Stock, (ii) the modification of the rights of the 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 (10) votes for each share of 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 Company’s IPO Trust 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”

PMV Consumer Acquisition Corp. reported that prior financial statements should not be relied upon.

“ovember 14, 2022 (the “Original Filing”) should no longer be relied upon and that it is appropriate to restate certain financial information included within the Original Filing.”

Robert LaPenta, Jr. was appointed as Co-Chief Executive Officer at PMV Consumer Acquisition Corp..

“The Board ratified the appointment of Robert LaPenta, Jr. as Co-Chief Executive Officer of the Company, effective August 25, 2022.”

Marc Gabelli was appointed as Chairman and Co-Chief Executive Officer at PMV Consumer Acquisition Corp..

“The Board ratified the appointment of Marc Gabelli as Chairman of the Board and Co-Chief Executive Officer of the Company, effective August 25, 2022.”

P. Kasper Jakobsen changed role as Director at PMV Consumer Acquisition Corp..

“P. Kasper Jakobsen, the Chairman of the Board of PMV Consumer Acquisition Corp. (the “Company”), will change his role in the continuing enterprise to one of “Director” within the reconstituted Company’s Board of Directors (the “Board”), effective August 25, 2022.”