Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - PMV Consumer Acquisition Corp. | ea127044ex23-1_pmvconsumer.htm |
As filed with the Securities and Exchange Commission on September 18, 2020
Registration No. 333-241670
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PMV
Consumer Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 84-5174573 | ||
| (State or other
jurisdiction of incorporation or organization) |
(Primary Standard
Industrial Classification Code Number) |
(I.R.S. Employer
Identification Number) |
249
Royal Palm Way Suite. 503
Palm Beach, FL 33480
(561) 318-3766
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Peter
D. Goldstein, Executive Vice President
PMV Consumer Acquisition Corp.
249 Royal Palm Way Ste. 503
Palm Beach, FL 33480
(561) 318-3766
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Michael
L. Zuppone, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 |
Douglas
Ellenoff, Esq. Stuart Neuhauser, Esq. Richard Baumann, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of each Class of Security being registered | Amount being Registered | Proposed Maximum Offering Price Per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee | ||||||||||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one Redeemable Warrant(2) | 20,125,000 Units | $ | 10.00 | $ | 201,250,000 | $ | 26,122.25 | |||||||
| Shares of Class A common stock included as part of the Units(3) | 20,125,000 Shares | — | — | — | (4) | |||||||||
| Redeemable Warrants included as part of the Units(3) | 10,062,500 Warrants | — | — | — | (4) | |||||||||
| Total | $ | 201,250,000 | $ | 26,122.25 | (5) | |||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). |
| (2) | Includes 2,625,000 Units, 2,625,000 shares of Class A common stock and 1,312,500 Redeemable Warrants underlying such Units, which may be issued on exercise of a 45-day option granted to the underwriter. |
| (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | Previously paid. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-241670) (the “Registration Statement”) of PMV Consumer Acquisition Corp. (the “Company”) is being filed for the sole purpose of including as an exhibit a current consent of the Company’s certifying accountants, WithumSmith+Brown, PC. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
Information not required in prospectus
Item 16. Exhibits and Financial Statement Schedules.
| (a) | The following exhibits are filed as part of this Registration Statement: |
| * | Previously filed. |
| ** | Filed herewith. |
1
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach, State of Florida, on September 18, 2020.
| PMV CONSUMER ACQUISITION CORP. | |||
| BY: | /s/ John N. Givissis | ||
Name: |
John N. Givissis | ||
| Title: | Chief Accounting Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| * | Chairman of the Board and Chief Executive Officer | September 18, 2020 | ||
| P. Kasper Jakobsen | (Principal Executive Officer) | |||
| /s/ John N. Givissis | Chief Accounting Officer | September 18, 2020 | ||
| John N. Givissis | (Principal Financial and Accounting Officer) | |||
| * | Non-Executive Co-Chairman of the Board | September 18, 2020 | ||
| Douglas R. Jamieson | ||||
| * | Director | September 18, 2020 | ||
| Clarence A. Davis | ||||
| * | Director | September 18, 2020 | ||
| Susan V. Watson | ||||
| * | Director | September 18, 2020 | ||
| Daniel E. Zucchi |
| *By: | /s/ John N. Givissis | |
| John N. Givissis | ||
| Attorney-in-Fact |
2