VMGA VMG Consumer Acquisition Corporation

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.