Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 24, 2022, PMV Consumer Acquisition Corp.'s (the "Company") Class A Common Stock, redeemable warrants and units (consisting of one share of Class A Common Stock and one-half of one redeemable warrant) (collectively, the "Securities") will commence trading on the OTC Pink; the Company previously announced its intention to voluntarily delist the Securities from the New York Stock Exchange ("NYSE"), and that the last day of trading on the NYSE would be October 21, 2022.




Item 8.01. Other Events.

On October 17, 2022, PMV Consumer Acquisition Holding Company, LLC (the "Sponsor"), the sponsor of the Company, elected to convert 3,000,000 shares of its Class B Common Stock of the Company into 3,000,000 shares of Class A Common Stock of the Company (the "Converted Shares"). Following the conversion, the Sponsor owned 1,175,000 shares of Class B Common Stock, and the Company had 5,046,609 shares of Class A Common Stock outstanding.

The Converted Shares are subject to the following restricted legends:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE."

"THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER."

"THE SECURITIES REPRESENTED HEREBY DO NOT PARTICIPATE IN, AND ARE NOT OTHERWISE ENTITLED IN ANY MANNER TO, ANY OF THE PROCEEDS IN THE TRUST ACCOUNT, AS DEFINED IN THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, DATED SEPTEMBER 21, 2022 (THE "CHARTER"). AS SUCH, THE RELEVANT PROVISIONS SET FORTH IN ARTICLE FOURTH AND ARTICLE SIXTH OF THE CHARTER PERTAINING TO THE REDEMPTION, CONVERSION AND/OR TENDER OF SHARES OF CLASS A COMMON STOCK FOR CASH DO NOT APPLY TO THESE SECURITIES."

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number    Description
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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