Failure to Satisfy Listing Rule - Form 8-K

vmga-8k_20230515.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 15, 2023

VMG Consumer Acquisition Corp.

(Exact name of registrant as specified in its charter)

(415) 632-4200
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

As previously announced, on May 4, 2023, the Board of Directors (the "Board") of VMG Consumer Acquisition Corp. (the "Company") determined that if the Company had not consummated an initial Business Combination (as defined in the Company's Amended and Restated Certificate of Incorporation, as amended), by May 15, 2023 (the "Combination Period"), the Company shall (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem (the "Redemption") 100% of the outstanding public shares, which Redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such Redemption, subject to the approval of the remaining stockholder and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company's obligations under the Delaware General Corporation Law to provide for claims of creditors and the requirements of other applicable law.

On April 28, 2023, the Company (i) notified the Nasdaq Stock Market LLC (the "Nasdaq") of the anticipated Redemption, liquidation and dissolution; and (ii) requested that Nasdaq (A) suspend trading of the Company's shares of Class A common stock, redeemable warrants to purchase shares of Class A common stock (the "Warrants") and units, each consisting of one share of Class A common stock and one-half of one Warrant (the units, together with the Class A common stock and the Warrants, the "Securities") effective before the opening of trading on May 15, 2023, and (B) file with the Securities and Exchange Commission (the "SEC") a Form 25 Notification of Removal from Listing and/or Registration ("Form 25") to delist and deregister the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Securities will no longer be listed on Nasdaq.

On May 15, 2023, Nasdaq filed a Form 25 with the SEC, upon which the delisting of the Company's Securities will became effective. Following that, the Company intends to file Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Securities.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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