VMG CONSUMER ACQUISITION CORP. References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act")
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are not historical facts, and involve risks and
uncertainties that could cause actual results to differ materially from those
expected and projected. All statements, other than statements of historical fact
included in this Form 10-Q including, without limitation, statements in this
"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. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek" and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
management's current beliefs, based on information currently available. A number
of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward- looking statements, please refer to the Risk Factors section of the
Company's final prospectus for its Initial Public Offering filed with the
Overview
We are a blank check company formed under the laws of the
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception through
For the three months ended
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Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, the Company's only source of liquidity was an initial purchase of shares of Class B common stock by the Sponsor and loans from our Sponsor.
On
Following the Initial Public Offering and the sale of the Private Placement
Warrants, a total of
For the three months ended
As of
As of
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, our Sponsor or an affiliate of our
Sponsor or certain of our officers and directors 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
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 initial 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 completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
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.
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The underwriters are entitled to a deferred fee of
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in
Common Stock Subject to Possible Redemption
The Company accounts for its common Stock subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Shares of common stock subject to
mandatory redemption is classified as a liability instrument and is measured at
fair value. Conditionally redeemable common stock (including shares of 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 the Company's control) is classified as temporary equity. At all
other times, common stock is classified as stockholders' equity. The Company's
common stock features certain redemption rights that are considered to be
outside of the Company's control and subject to occurrence of uncertain future
events. Accordingly, as of
Net loss per Share of Common Stock
Earnings per share of common stock is computed by dividing net loss by the
weighted average number of shares issued and outstanding during the period. The
Company has not considered the effect of warrants sold in the Initial Public
Offering and private placement to purchase common stock in the calculation of
diluted income (loss) per share, since the exercise of the warrants are
contingent upon the occurrence of future events.
The Company's statement of operations includes a presentation of income (loss)
per share of common stock subject to possible redemption in a manner similar to
the two-class method of income (loss) per share. As of
Recent accounting standards
The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement.
In August the FASB issued a new standard (ASU 2020-06) to reduce the complexity
of accounting for convertible debt and other equity-linked instruments. For
certain convertible debt instruments with a cash conversion feature, the changes
are a trade-off between simplifications in the accounting model (no separation
of an "equity" component to impute a market interest rate, and simpler analysis
of embedded equity features) and a potentially adverse impact to diluted EPS by
requiring the use of the if-converted method. The new standard will also impact
other financial instruments commonly issued by both public and private
companies. For example, the separation model for beneficial conversion features
is eliminated simplifying the analysis for issuers of convertible debt and
convertible preferred stock. Also, certain specific requirements to achieve
equity classification and/ or qualify for the derivative scope exception for
contracts indexed to an entity's own equity are removed, enabling more
freestanding instruments and embedded features to avoid mark-to-market
accounting. The new standard is effective for companies that are
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