{"url_path":"/sec/pmvcw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1807765/0001213900-26-056585-index.html","accession_number":"0001213900-26-056585","cik":"0001807765","ticker":"PMVC","issuer_name":"PMV Consumer Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1807765/0001213900-26-056585-index.html","primary_entity_key":"0001807765","primary_entity_name":"PMV Consumer Acquisition Corp."},"word_count":414,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\nOn March 20, 2020, the Sponsor purchased 3,593,750\nshares of Class B convertible common stock, the “Founder Shares”, for an aggregate purchase price of $25,000, or approximately\n$0.007 per share. On August 3, 2020, the Company effected a 1.4-for-1 forward stock split of its issued and outstanding shares of Class\nB convertible common stock, resulting in an aggregate of 5,031,250 Founder Shares being issued and outstanding. The Underwriters’\nover-allotment option expired unutilized resulting in 656,250 shares of Founder Shares being forfeited. As of March 31, 2026 and December\n31, 2025, 26,831 (restated for reverse stock split) Founder Shares were issued and outstanding. The foregoing issuance was made pursuant\nto the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nOn September 24, 2020, we consummated the Initial\nPublic Offering of 17,500,000 Units, which did not include the full or partial exercise by the underwriters of the over-allotment option\nto purchase an additional 2,625,000 Units, at $10.00 per Unit. The securities in the offering were registered under the Securities Act\non registration statements on Form S-1 (No. 333-241670). The Securities and Exchange Commission declared the registration statements\neffective on September 21, 2020.\n\n \n\nSimultaneously with the closing of the Initial\nPublic Offering, the Company consummated the sale of 6,150,000 warrants at a price of $1.00 per Private Warrant in a private placement\nto PMV Consumer Acquisition Holdings Company, LLC, generating gross proceeds of $6,150,000. The issuance was made pursuant to the exemption\nfrom registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nThe Private Warrants are identical to the warrants\nunderlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or saleable,\nsubject to certain limited exceptions.\n\n \n\nOf the gross proceeds received from the Initial\nPublic Offering and the sale of the Private Warrants, $175,000,000 was placed in the Trust Account. The Trust Account was terminated\nfollowing the redemption of the outstanding shares of Class A convertible common stock subject to redemption, which was completed on\nDecember 27, 2022, in accordance with the provisions of our charter, and all cash and stock held therein was released to holders of Class\nA IPO Shares in complete liquidation of the assets held in trust.\n\n \n\nWe paid a total of $3,500,000 in underwriting\ndiscounts and commissions and $332,390 for other costs and expenses related to the Initial Public Offering, net of a $175,000 credit\npaid by the Underwriter."}