vmga-10k_20220930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended September 30, 2022

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

For the transition period from to

Commission file number: 001-41057

VMG Consumer Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		86-3288218
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

39 Mesa Street, Suite 310 San Francisco, CA		94129
(Address of principal executive offices)		(Zip Code)

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

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

Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock and one-half of one warrant	VMGAU	The NASDAQ Stock Market LLC

Class A common stock, par value $0.0001 per share	VMGA	The NASDAQ Stock Market LLC

Warrants, each whole warrant exercisable for one share Class A common stock at an exercise price of $11.50 per share	VMGAW	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The registrant’s shares were not listed on any exchange and had no value as of the last business day of the third fiscal quarter of 2021. The registrant’s units begin trading on the NASDAQ Stock Market on November 11, 2021 and the registrant’s Class A common stock and warrants began trading separately on the NASDAQ Stock Market on January 3, 2022.

As of December 22, 2022, 23,000,000 Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B Common Stock, par value $0.0001 per share, were issued and outstanding, respectively.

TABLE OF CONTENTS

		Page
PART I		1
	Item 1. Business.	1
	Item 1A. Risk Factors.	24
	Item 1B. Unresolved Staff Comments.	25
	Item 2. Properties.	26
	Item 3. Legal Proceedings.	26
	Item 4. Mine Safety Disclosures.	26
PART II		27
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.	27
	Item 6. Reserved.	28
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk.	33
	Item 8. Financial Statements and Supplementary Data.	33
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	33
	Item 9A. Controls and Procedures.	33
	Item 9B. Other Information.	33
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	33
PART III		34
	Item 10. Directors, Executive Officers and Corporate Governance	34
	Item 11. Executive Compensation	39
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
	Item 13. Certain Relationships and Related Party Transactions	41
	Item 14. Principal Accountant Fees and Services.	43
PART IV		44
	Item 15. Exhibits, Financial Statement Schedules	44
	Item 16. Form 10-K Summary	44

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report (as defined below), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

•

our ability to complete our initial business combination;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

the ability of our officers and directors to generate a number of potential acquisition opportunities;

•

our pool of prospective target businesses;

•

the ability of our officers and directors to generate a number of potential acquisition opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

•

our financial performance.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Unless otherwise stated in this Report, or the context otherwise requires, references to:

•

“advisors” or “advisory board members” are to the current members and nominees (if any) of our Advisory Board;

•

“Amended and Restated Certificate of Incorporation” are to the amended and restated certificate of incorporation of the Company;

•

“board of directors” or “board” are to the board of directors of the Company;

•

“common stock” are to our Class A common stock and our Class B common stock, collectively;

•

“Continental” are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below);

•

“DGCL” are to the General Corporation Law of the State of Delaware, as amended from time to time;

•

“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•

“FINRA” are to the Financial Industry Regulatory Authority;

•

“founder shares” are to our Class B Common stock initially purchased by our sponsor in a private placement prior to our initial public offering and our Class A Common stock issuable upon the automatic conversion of the Class B common stock at the time of our initial business combination as described herein;

SEC Form 10-K filed by VMG Consumer Acquisition Corp.