EXHIBIT 4.5


 


DESCRIPTION OF REGISTRANT’S SECURITIES


 


The following summary of PMV Consumer Acquisition
Corp.’s securities is based on and qualified by the Company’s Certificate of Incorporation, as amended (the “Certificate”).
References to the “Company” and to “we,” “us,” and “our” refer to PMV Consumer Acquisition
Corp.


 


General


 


As of December 31, 2021, the Company is authorized
to issue 85,000,000 shares of common stock, par value $0.0001, including 75,000,000 shares of Class A Common stock and 10,000,000 shares
of Class B convertible Common stock, and 1,000,000 shares of preferred stock, par value $0.0001. There are no shares of preferred stock
currently outstanding.

 


Units


 


On September 24, 2020, the Company issued 17,500,000
public units. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles
the holder to purchase one share of common stock.


 


Common Stock


 


As of December 31, 2021, there were 17,500,000
shares of Class A common stock and 4,375,000 shares of Class B convertible common stock issued and outstanding. The shares of Class B
common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one
basis, subject to adjustment, as detailed below.

 


Class A Shares


 


Holders of Class A common stock and holders
of Class B convertible common stock will vote together as a single class on all matters submitted to a vote of our stockholders except
as required by law. However, prior to the vote on our initial business combination, only holders of our founder shares will have the right
to vote on the election of directors. Holders of our Class A common stock will not be entitled to vote on the election of directors during
such time.


 


Because our Certificate authorizes the issuance
of up to 75,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending on the terms
of such a business combination) be required to increase the number of shares of common stock which we are authorized to issue at the same
time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our initial business
combination.


 


Our board of directors is divided into three classes
with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual
meeting of stockholders) serving a three-year term. There is no cumulative voting with respect to the election of directors, with the
result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.


 


In accordance with NYSE corporate governance requirements,
we are not required to hold an annual meeting until one year after our first full fiscal year end following our listing on the NYSE. We
may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination.


 






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We will provide our public stockholders with the
opportunity to convert all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the trust account (less interest to pay our tax obligations), divided
by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially
anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares
will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders, which includes
our independent directors, have entered into agreements with us, pursuant to which they have agreed to waive their conversion rights with
respect to their founder shares and public shares in connection with the completion of our initial business combination. The members of
our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any public
shares acquired by them directly in or after this offering. Unlike many blank check companies that hold stockholder votes and conduct
proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash
upon completion of such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by
law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our Certificate, conduct
the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial
business combination. Our Certificate requires these tender offer documents to contain substantially the same financial and other information
about our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder
approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will,
like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the
shares voted are voted in favor of our initial business combination. However, the participation of our sponsor, officers, directors, advisors
or their affiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our
initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial
business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will
have no effect on the approval of our initial business combination once a quorum is obtained.


 


Class B Shares


 


Except as described herein, the shares of
Class B convertible common stock are identical to the shares of Class A Common stock, and holders of the Class B shares have the
same stockholder rights as public stockholders, except that (i) the Class B shares are subject to certain transfer restrictions, as
described in more detail below, (ii) our initial stockholders have entered into agreements with us, pursuant to which they have
agreed (A) to waive their conversion rights with respect to their Class B shares and public shares in connection with the completion
of our initial business combination (and not seek to sell their shares to us in any tender offer we undertake in connection with our
initial business combination),  (B) to waive their conversion rights with respect to their Class B shares and public shares in
connection with a stockholder vote to approve an amendment to our Certificate that would affect the substance or timing of our
obligation to redeem 100% of our public shares if we have not consummated an initial business combination by September 24, 2022, and
(C) to waive their rights to liquidating distributions from the trust account with respect to their Class B shares if we fail
to complete our initial business combination by September 24, 2022., although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within
such time period, (iii) the Class B shares are automatically convertible into Class A common stock at the time of our
initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to
adjustment as described herein, (iv) prior to the completion of our initial business combination, only our Class B shares will
have the right to vote on the election of our directors and (v) have registration rights. If we submit our initial business
combination to our public stockholders for a vote, our initial stockholders have agreed to vote their Class B shares and any public
shares purchased during or after our IPO in favor of our initial business combination. The members of our management team have
entered into agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired by
them directly in or after our IPO.

 






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The Class B shares will automatically convert
into Class A common stock at the time our initial business combination on a one-for-one basis, subject to adjustment as
provided herein. In the case that additional shares of Class A common stock, or equity-linked securities convertible or exercisable
for shares of Class A common stock, such as options, rights or warrants are issued or deemed issued in excess of the amounts sold
in our IPO and related to the closing of our initial business combination, the ratio at which Class B shares will convert into shares
of Class A common stock will be adjusted unless waived by majority of Class B holders so that the number of shares of Class A
common stock issuable upon conversion of all Class B shares will equal, in the aggregate, 20% of the sum of the shares of common stock
outstanding after completion of our IPO plus the number of shares of Class A common stock and equity-linked shares issued or deemed
issued in connection with our initial business combination (net of conversions), excluding any shares or equity-linked securities issued,
or to be issued, pursuant to the forward purchase contract, or to any seller in our initial business combination and any Private Warrants
or Working Capital Warrants issued to our Sponsor, officers and directors or any of their affiliates.


 


With certain limited exceptions, the Class B
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with
our Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion
of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A
common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger,
share exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A common
stock for cash, securities or other property.


 


Preferred Stock


 


There are no shares of preferred stock outstanding.
Our Certificate authorizes the issuance of 1,000,000 shares of preferred stock with such designation, rights and preferences as may
be determined from time to time by our board of directors. Our board of directors will be able to, without stockholder approval, issue
shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of
the common stock and could have anti-takeover effects. The ability of our board of directors to issue shares of preferred stock without
stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management.
We have no shares of preferred stock issued and outstanding at the date hereof. Although we do not currently intend to issue any preferred
stock, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public Warrants


 


Each whole warrant entitles the registered
holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of September 24, 2022 or 30 days after the completion of our initial business combination,
provided in each case that we have an effective registration statement under the Securities Act of 1933, as amended (the
“Securities Act”) covering the Class A common stock issuable upon exercise of the warrants and a current prospectus
relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified
in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky,
laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for
a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant
holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless
you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years
after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or
liquidation.


 






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We have agreed that as soon as practicable, but
in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts
to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock
issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective within 60 days and to maintain
the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance
with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise
of the warrants is not effective by the sixtieth (60th) day after the closing of our initial business combination, warrant holders may,
until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption.


 


Once the warrants become
exercisable, we may call the warrants for redemption:


 


	 	●	in whole and not in part;


 


	 	●	at a price of $0.01 per warrant;


 


	 	●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and


 


	 	●	if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders.


 


If and when the warrants
become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for
sale under all applicable state securities laws.


 


If we call the warrants
for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant
to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the
dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of
our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their
warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the
warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day
prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option,
the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner
will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If
we call our warrants for redemption and our management does not take advantage of this option, the holders of the private placement warrants
and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using
the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise
their warrants on a cashless basis, as described in more detail below.


 






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In addition, if (x) we
issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a newly issued price of less than $9.20 per share of Class A common stock (with such issue price
or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor
or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such
issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest
earned on equity held in trust, available for the funding of our initial business combination on the date of the consummation of our initial
business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the newly issued price, and the $18.00 per
share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market
Value and the newly issued price.


 


No fractional shares
will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest
in a share, we will, upon exercise, round up to the nearest whole number the number of shares of Class A common stock to be issued
to the warrant holder.


 


Private Warrants


 


Except as described below,
the Private Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in our IPO. The Private
Warrants (and the Class A common stock issuable upon exercise of the Private Warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions to our officers and directors
and other persons or entities affiliated with the Sponsor) and they will be exercisable on a cashless basis and not be redeemable by us
so long as they are held by the sponsor or its permitted transferees. The sponsor or its permitted transferees have the option to exercise
the Private Warrants on a cashless basis. If the private placement warrants are held by holders other than the sponsor and independent
directors or their permitted transferees, the Private Warrants will be redeemable by us and exercisable by the holders on the same basis
as the warrants included in the units sold in our IPO.


 


If holders of the Private
Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that
number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the
“fair market value” (defined below) by (y) the fair market value. The “fair market value” will mean the average
reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which
the notice of warrant exercise is sent to the warrant agent.


  


In order to finance transaction
costs in connection with an intended initial business combination, our sponsor, officers, directors or their respective affiliates may,
but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post
business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private
Warrants.


 


Dividends


 


We have not paid any
cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination
will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings,
if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable
future.


 






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Listing of Securities


 


Our units, common stock
and warrants are listed on the New York Stock Exchange under the symbols “PMVC.U,” “PMVC,” and “PMVC WS,”
respectively.


 


Delaware Anti-Takeover
Law


 


Staggered Board of
Directors


 


Our Certificate provides
that our board of directors will be classified into three classes of directors of approximately equal size. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Special Meeting of
Stockholders


 


Our bylaws provide that
special meetings of our stockholders may be called only by a majority vote of our board of directors, by our president or by our chairman
or by our secretary at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled to
vote.


 


Advance Notice Requirements
for Stockholder Proposals and Director Nominations


 


Our bylaws provide that
stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors
at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice
will need to be delivered to our principal executive offices not later than the close of business on the 60th day nor
earlier than the close of business on the 90th day prior to the scheduled date of the annual meeting of stockholders.
In the event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders is given,
a stockholder’s notice shall be timely if delivered to our principal executive offices not later than the 10th day
following the day on which public announcement of the date of our annual meeting of stockholders is first made or sent by us. Our bylaws
also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders
from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Authorized but Unissued
Shares


 


Our authorized but unissued
common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of
corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of
authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive Forum Selection


 


Our Certificate requires,
to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees
for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, except any
action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the
jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery
within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court
of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction or (D) any action arising under the Securities
Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction.
If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process
on such stockholder’s counsel.


 


Although we believe this
provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies,
a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of
discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with
federal securities laws and the rules and regulations thereunder and therefore bring a claim in another appropriate forum. Additionally,
we cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the
choice of forum provision contained in our Certificate to be inapplicable or unenforceable in an action, we may incur additional costs
associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.


 


Our Certificate provides
that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules
and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability
created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.


 


 


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