PMVC 10-K & 10-Q changes, risk factors and insider trading

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), blank check companies and other entities, domestic and international, competing for the types of business opportunities we intend to pursue. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, such business opportunities and/or operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous business opportunities we could potentially pursue, our ability to compete for such business opportunities will be limited by our available financial resources. This inherent competitive limitation limitation gives others an advantage in pursuing the acquisition of certain business opportunities.

Additionally, we arequalify as a “smaller reporting company,” company” as defined in Rule 10(f)(1)12b-2 under the Securities Exchange Act of Regulation1934, S-K.as Smalleramended, and the rules of the U.S. Securities and Exchange Commission. As a smaller reporting companiescompany, maywe takeare advantagepermitted ofto certainprovide reduced disclosure in our filings with the Securities and Exchange Commission, obligations, including, among other things, providing only two years of audited financial statements.statements and reduced executive compensation disclosure. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our voting and non-voting common stockequity held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our voting and non-voting common equity held by non-affiliates exceeds $700 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th.30. To the extent we takerely advantage ofon such reduced disclosure obligations,requirements, it may also make comparison of our financial statements and other disclosures with those of other public companies difficult ormore impossible.difficult.

While we expect to undertake any business opportunity so as to minimize taxes, a particular transaction could result in the imposition of substantial taxes. Additionally, depending on the date and size of aour initial business opportunity,combination, it is possible that at least 60% of our adjusted ordinary gross income may consist of personal holding company income. In addition, depending on the concentration of our stock in the hands of individuals, including the members of our sponsor and certain tax-exempt organizations, pension funds, and charitable trusts, it is possible that more than 50% of our stock will be owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a taxable year. Thus, no assurance can be given that we will not become a personal holding company following this offering or in the future. If we are or were to become a personal holding company in a given taxable year, we would be subject to an additional personal holding company tax, currently 20%, on our undistributed taxable income, subject to certain adjustments.

Any of the foregoing could have an adverse impact on our operations. However, our efforts in identifying prospective businesses opportunities will not be limited to consumer and consumer-related products and services industries. Accordingly, if we effect a business opportunity in another industry, some or all of these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate, none of which can be presently ascertained.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to identify a potential business opportunity and/ or negotiate and complete a transaction, and results of operations.

We are a shell company formed under the laws of the State of Delaware on March 18, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business opportunity with one or more businesses or entities.entities (collectively, a “business opportunity”). Our efforts to identify a prospective business opportunity will not be limited to a particular industry or geographic location, although we are currently focusing our search for a business opportunity in the consumer products industry. We intend to effectuate a business opportunity using cash, our capital stock, debt or a combination of cash, stock and debt.

As a result, included on our balance sheets as of MarchJune 31,30, 2026 and December 31, 2025, and contained elsewhere in this report, are derivative liabilities related to embedded features contained within our warrants. ASC 815-40 provides for the re-measurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

We have neither engaged in any operations nor generated any revenues to date. Our only activities through MarchJune 31,30, 2026, were organizational activities, those necessary to prepare for the IPO, described below, and searching for a business opportunity with which to complete a transaction. We do not expect to generate any operating revenues until after the completion of a transaction. We generate non-operating income in the form of interest income on marketable securities held. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three and six months ended MarchJune 31,30, 2026, we had a net loss of $48,359,$37,367 and $85,726, respectively, which consists of interest income of $9,171, offset by general and administrative expenses of $54,814,$44,024 and $98,838, respectively, franchise tax expense of $1,000,$1,000 and $2,000, respectively, and provision for income taxes of $1,716.$1,770 and $3,486, respectively, offset by interest income of $9,427 and $18,598, respectively.

For the three and six months ended MarchJune 31,30, 2025, we had a net loss of $47,314,$33,354 and $80,668, respectively, which consists of interest income of $10,870, offset by general and administrative expenses of $54,714,$41,207 and $95,921, respectively, franchise tax expense of $1,500,$1,500 and $3,000, respectively, and provision for income taxes of $1,970.$2,090 and $4,060, respectively, offset by interest income of $11,443 and $22,313, respectively.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $1,068,549.$1,051,920. We intend to use these funds primarily to identify and evaluate potential business opportunities, perform business due diligence on prospective business opportunities, travel to and from the offices, plants or similar locations associated with prospective business opportunities, review corporate documents and material agreements related to business opportunities, and structure, negotiate and complete a transaction.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $8,593.$25,222. Net loss of $48,359$85,726 was affected by net increase of changes in operating assets and liabilities of $39,766.$60,504.

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $10,045.$28,358. Net loss of $47,314$80,668 was affected by net increase of changes in operating assets and liabilities of $37,269.$52,310.

We did not have any off-balance sheet arrangements as of MarchJune 31,30, 2026.

On August 22, 2022, UBS agreed to waive its entitlement to the deferred underwriting commission of $4,593,750 to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the consummation of a transaction. Thereafter, on December 27, 2022, in accordance with the provisions of its charter, the Company announced the completion of the redemption of its outstanding shares of Class A convertible common stock subject to redemption (the “Class A IPO Shares”), which resulted in the forfeiture of the remaining $1,531,250 of deferred underwriting fees. Following the completion of the redemption of the Class A IPO Shares, the IPO Trust Account was terminated in complete liquidation of the assets held in trust, and the relevant provisions of the Company’s charter, including with respect to any business combination and the IPO Trust Account, were extinguished and are of no further legal force and effect. As a result, the Company derecognized the entire deferred underwriting fee payable of $6,125,000 and recorded $5,815,688 of the forgiveness of the deferred underwriting fee allocated to Public Shares to accumulated earnings (deficit) and the remaining balance of $309,312 was as a gain from extinguishment of liability allocated to warrant liabilities. As of MarchJune 31,30, 2026 and December 31, 2025, the deferred underwriting fee payable is $0.

The preparation of the unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. There have been no material changes to the critical accounting estimates during the quarter ended March 31,June 30, 2026.

Derivative Warrant LiabilityLiabilities