PMV CONSUMER ACQUISITION CORP. References throughout this Amendment No. 2 to the Annual Report on Form 10-K/A
to "we", "us", "PMV", the "Company" or "our company" are to
This Amendment No. 2 ("Amendment No. 2") to the Annual Report on Form 10-K/A
amends the Annual Report on Form 10-K of
? The Company's accounting for a portion of its Class A common stock subject to
possible redemption as temporary equity rather than permanent equity; and
Accounting for Class A common stock subject to possible redemption:
On
On
In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share to allocate net income (loss) pro-rata to all Public Shares and Class B convertible common stock. However, the Company determined at the time that this error was not qualitatively material to the Company's previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously filed financial statements in Note 2 to its Q3 2021 Form 10-Q. Subsequently, as described below, management determined that the prior classification of a portion of Class A common stock as temporary equity was a material error. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. As such, upon further consideration of the change, the Company determined the change in classification of the Class A common stock and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.
Therefore, on
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As such, the Company will restate the audited financial statements included in
the 2020 Form 10-K/A No. 1 in an amendment to its Annual Report on Form 10-K/A
as of and for the period ended
The Company determined that none of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.
After re-evaluation, the Company's management has concluded that in light of the errors described above, a material weakness existed in the Company's internal control over financial reporting during the Affected Periods and that the Company's disclosure controls and procedures were not effective. The Company's remediation plan with respect to such material weakness is described in more detail in Item 4 of Part I of the Q3 2021 Form 10-Q/A.
Items Amended:
The following items are amended in this Amendment: (i) Part I, Item 1. Financial
Statements; (ii) Part I, Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations; (iii) Part I, Item 4. Controls
and Procedures; (iv) Part II, Item 1a. Risk Factors; and (v) Part II, Item 2.
Unregistered Sales of
Except as described above, this Amendment does not amend, update or change any
other disclosures in the Original Filing. In addition, the information contained
in this amendment does not reflect events occurring after the filing of the
Original Filing and does not modify or update the disclosures therein, except as
specifically identified above. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original Filing and the Company's other filings with the
Special Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Form
10-K/A including, without limitation, statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. When used in
this Form 10-K, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or the Company's
management, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and
information currently available to, the Company's management. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in our filings with the
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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements and the notes thereto which are included in "Item" 8. Financial Statements and Supplementary Data" of this amendment. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Overview
We are a special purpose acquisition company formed under the laws of the
The issuance of additional shares of our stock in a business combination:
? may significantly reduce the equity interest of our stockholders;
? may subordinate the rights of holders of shares of common stock if we issue
shares of preferred stock with rights senior to those afforded to our shares
of common stock;
? will likely cause a change in control if a substantial number of our shares of
common stock are issued, which may affect, among other things, our ability to
use our net operating loss carry forwards, if any, and most likely will also
result in the resignation or removal of our present officers and directors;
and
? may adversely affect prevailing market prices for our securities.
Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:
? default and foreclosure on our assets if our operating revenues after a
business combination are insufficient to pay our debt obligations;
? acceleration of our obligations to repay the indebtedness even if we have made
all principal and interest payments when due if the debt security contains
covenants that required the maintenance of certain financial ratios or
reserves and we breach any such covenant without a waiver or renegotiation of
that covenant;
? our immediate payment of all principal and accrued interest, if any, if the
debt security is payable on demand; and
? our inability to obtain additional financing, if necessary, if the debt
security contains covenants restricting our ability to obtain additional
financing while such security is outstanding.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from
For the period from
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Liquidity and Capital Resources
On
Including payments for certain prepaid assets such as liability insurance, total
payments paid on or soon after the IPO totaled
Following the IPO and the sale of the Private Warrants, a total of
As of
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of
For the period from
In order to fund working capital deficiencies or finance transaction costs in
connection with a business combination, the Sponsor, or certain of our officers
and directors or their affiliates may, but are not obligated to, loan us funds
as may be required. If we complete a business combination, we would repay such
loaned amounts. In the event that a business combination does not close, we may
use a portion of the working capital held outside the trust account to repay
such loaned amounts but no proceeds from our trust account would be used for
such repayment. Up to
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We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Going Concern
In connection with the Company's assessment of going concern considerations in
accordance with FASB's Accounting Standards Update ("ASU") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern,"
management has determined that if the Company is unable to complete a Business
Combination by
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of the Sponsor a monthly fee of
The underwriters are entitled to a deferred fee of
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Warrant Liability
We account for the warrants issued in connection with our IPO in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach.
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Class A Common Stock Subject to Possible Redemption
We account for common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value.
Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. Changes in redemption value are reflected in additional paid in capital, or in the absence of additional capital, in accumulated deficit. At all other times, common stock is classified as stockholders' equity.
Our Class A common stock features certain redemption rights that are considered
to be outside of our control and subject to occurrence of uncertain future
events. Accordingly, at
Net Income (Loss) per Common Share
Net income (loss) per common share is computed by dividing net income (loss) by
the weighted average number of shares of common stock outstanding for the
period. The Company has not considered the effect of warrants to purchase
14,900,000 shares of Class A common stock that were sold in the Initial Public
Offering and the private placement in the calculation of diluted income (loss)
per share, since the average market price of the Company's Class A common stock
for the Period Ended
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.
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