Item 7.01 Regulation FD Disclosure
On May 4, 2023, VMG Consumer Acquisition Corp. (the "Company") issued a press
release announcing that it has cancelled its special meeting of stockholders
that was previously scheduled for 10:00 AM Eastern time on May 5, 2023, and
that, because the Company will not consummate an initial business combination
within the time period required by the Company's Amended and Restated
Certificate of Incorporation, the Company intends to dissolve and liquidate,
effective as of the close of business on May 15, 2023, and will redeem all of
the outstanding shares of Class A common stock that were included in the units
issued in its initial public offering (the "Public Shares"), at a per-share
redemption price of approximately $10.40.
As of the close of business on May 15, 2023, the Public Shares will be deemed
cancelled and will represent only the right to receive the redemption amount.
Record holders will receive their pro rata portion of the proceeds of the trust
account by delivering their Public Shares to Continental Stock Transfer & Trust
Company, the Company's transfer agent. Beneficial owners of Public Shares held
in "street name," however, will not need to take any action in order to receive
the redemption amount. The redemption of the Public Shares is expected to be
completed within ten business days after May 15, 2023.
The Company's sponsor has agreed to waive its redemption rights with respect to
its outstanding Class B common stock issued prior to the Company's initial
public offering. There will be no redemption rights or liquidating distributions
with respect to the Company's warrants, which will expire worthless.
The Company expects that NASDAQ will file a Form 25 with the United States
Securities and Exchange Commission (the "Commission") to delist the Company's
securities. The Company thereafter expects to file a Form 15 with the Commission
to terminate the registration of its securities under the Securities Exchange
Act of 1934, as amended.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is
being furnished pursuant to Item 7.01 and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise be subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference into any of the filings of
the Company under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof, regardless of any general
incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description of Exhibits
No.
99.1 Press Release, dated May 4, 2023
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
VMG CONSUMER ACQUISITION CORP. 
