PMVC PMV Consumer Acquisition Corp

PMV Consumer Acquisition Corp (the “Company” or “PMV”) had previously recognized a liability upon closing of its initial public offering in September 2020 for a portion of the underwriter’s commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering. The underwriter waived a portion of the claim to this deferred commission in August 2022. The Company recognized the waiver as an extinguishment, with a resulting non-operating gain recognized in its statement of operations for both the three and nine months ended September 30, 2022. Upon subsequent review and analysis, management concluded that the Company should have recognized the extinguishment of the contingent liability as a credit to stockholders’ deficit.

Therefore, on March 29, 2023, the Company’s management and the audit committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s previously issued financial statements for both the three and nine months ended September 30, 2022 on Form 10-Q filed with the SEC on November 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. As a result, the Company today is announcing that it will restate the relevant financial information as set forth in the Original Filing within a footnote on the 2022 Form 10-K to reflect the change in accounting treatment.

The Audit Committee and PMV Consumer Acquisition Corp management have discussed the matters disclosed pursuant to this Item 4.02(a) with the Company’s independent accountant.

The Company’s management has concluded that a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.

The change in accounting for the liability extinguishment did not have any impact on the Company’s liquidity or cash flows included in Item 1, Financial Statements in the Original Filing. The change in accounting for the liability extinguishment does not impact the amounts previously reported for the Company’s cash, investments held in trust account, operating expenses or total cash flows from operations for the affected period.