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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to G3 VRM Acquisition Corp - Class A
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| July 28, 2022 |
15-12G 1 p728224f1512g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40565 G3 VRM Acquisition Corp. (Exact name o |
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| July 1, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 1, 2022 Date of Report (Date of earliest event reported) G3 VRM Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40565 85-2202109 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 1, 2022 |
G3 VRM Acquisition Corp. Announces Liquidation Exhibit 99.1 G3 VRM Acquisition Corp. Announces Liquidation Boston, MA, July 1, 2022 (PRNEWSWIRE) - G3 VRM Acquisition Corp. (Nasdaq: GGGV) (the “Company”) announced today that, due to its anticipated inability to consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation, the Company intends to dissolve and liquidate in acco |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 No. 001-40565 G3 VRM ACQUISITI |
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| March 25, 2022 |
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 December 31, 2021 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40565 G3 VRM ACQUISITION CORP |
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| March 25, 2022 |
Description of Registered Securities EXHIBIT 4.6 DESCRIPTION OF REGISTRANT?S SECURITIES As of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, G3 VRM Acquisition Corp. (the ?Company,? ?we,? ?us,? or ?our?) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): the Company?s units, common stock, and rights. The following d |
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| February 14, 2022 |
GGGV / G3 VRM Acquisition Corp. Class A / G3 VRM Holdings LLC Passive Investment SC 13G 1 g214220sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 G3 VRM ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 362425100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 14, 2022 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* G3 VRM Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 362425100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the |
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| February 14, 2022 |
GGGV / G3 VRM Acquisition Corp. Class A / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* G3 VRM Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 362425100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 11, 2022 |
SC 13G 1 gggv.htm SC 13G GGGV UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* G3 VRM Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 362425100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Chec |
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| February 11, 2022 |
GGGV / G3 VRM Acquisition Corp. Class A / Weiss Asset Management LP Passive Investment 11,301,670 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* G3 VRM Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 362425100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* G3 VRM Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 362425100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 8, 2022 |
SC 13G 1 gggv13g.htm GGGV 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* G3 VRM Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 362425100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40565 G3 VRM ACQUISI |
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| August 16, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 16, 2021 Date of Report (Date of earliest event reported) G3 VRM Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40565 85-2202109 (State or other jurisdiction of incorporation) (Commission |
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| August 16, 2021 |
Exhibit 99.1 G3 VRM Acquisition Corp. Announces Separate Trading of its Class A Common Stock and Rights, Commencing August 17, 2021 BOSTON, MA / ACCESSWIRE / August 16, 2021 / G3 VRM Acquisition Corp. (NASDAQ:GGGVU) (?G3 VRM Acquisition? or the ?Company?) today announced that holders of the units sold in the Company?s initial public offering may elect to separately trade shares of the Company?s Cl |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40565 G3 VRM ACQUISITION |
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| July 12, 2021 |
G3 VRM ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Exhibit 99.1 G3 VRM ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 BALANCE SHEET F-3 NOTES TO FINANCIAL STATEMENTS F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of G3 VRM Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of G3 |
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| July 12, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 6, 2021 Date of Report (Date of earliest event reported) G3 VRM Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40565 85-2202109 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 9, 2021 |
Space Summit Capital LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* g3 VRM Acquisiton Corp. (Name of Issuer) Units (Title of Class of Securities) 362425209 (CUSIP Number) July 01, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| July 9, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* G3 VRM Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 362425209 (CUSIP Number) July 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| July 9, 2021 |
Owl Creek Asset Management, L.P. - G3 VRM ACQUISITION CORP. SC 13G 1 p21-1759sc13g.htm G3 VRM ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* G3 VRM Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 362425209** (CUSIP Number) July 6, 2021 (Date of Event Which Requires Filing of this Statement |
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| July 7, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 30, 2021, is made and entered into by and among G3 VRM Acquisition Corp., a Delaware corporation (the ?Company?), Maxim Partners LLC (?Maxim?) and G3 VRM Holdings, LLC, a Delaware limited liability company (the ?Sponsor,? together with Maxim and any person or entity who hereafter beco |
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| July 7, 2021 |
Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of June 30, 2021 between G3 VRM Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the ?Rights Agent?). WHEREAS, the Company is engaged in a public offering (?Public Off |
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| July 7, 2021 |
Amended and Restated Certificate of Incorporation(1) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF G3 VRM ACQUISITION CORP. June 30, 2021 G3 VRM Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “G3 VRM Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the |
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| July 7, 2021 |
EX-10.6 10 ex106.htm EXHIBIT 10.6 Exhibit 10.6 G3 VRM Acquisition Corp. 420 Boylston Street, Suite 302 Boston, MA 02116 June 30, 2021 G3 VRM Holdings LLC 420 Boylston Street, Suite 302 Boston, MA 02116 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between G3 VRM Acquisition Corp. (the “Company”) and G3 VRM Holdings LLC (the “Consultant”), dated as of the |
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| July 7, 2021 |
EX-10.1 5 ex101.htm EXHIBIT 10.1 Exhibit 10.1 June 30, 2021 G3 VRM Acquisition Corp. 420 Boylston Street, Suite 302 Boston, MA 02116 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among G3 VRM Acquisition Corp., a Delaware corporation ( |
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| July 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2021 Date of Report (Date of earliest event reported) G3 VRM Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40565 85-2202109 (State or other jurisdiction of incorporation) (Commission F |
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| July 7, 2021 |
EX-10.5 9 ex105.htm EXHIBIT 10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 30, 2021, by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned directors and officers of the Company (each, an “Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corp |
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| July 7, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of June 30, 2021, by and between G3 VRM Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-255226 |
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| July 7, 2021 |
Underwriting Agreement, dated June 30, 2021, by and between the Company and Maxim Group LLC EX-1.1 2 ex11.htm EXHIBIT 1.1 Exhibit 1.1 G3 VRM ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York June 30, 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representat |
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| July 7, 2021 |
EX-10.4 8 ex104.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 30, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), Maxim Partners, LLC, a Delaware limited liability Company (“Maxim”) and G3 VRM |
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| July 2, 2021 |
G3 VRM Acquisition Corp. 10,000,000 Units ____________________________ Filed Pursuant to Rule 424(b)(4) PROSPECTUS Registration No. 333-255226 $100,000,000 G3 VRM Acquisition Corp. 10,000,000 Units G3 VRM Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to as our |
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| June 29, 2021 |
8-A12B 1 r6282118a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 G3 VRM Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 85-2202109 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| June 28, 2021 |
G3 VRM Acquisition Corp. 420 Boylston Street, Suite 302 Boston, MA 02116 G3 VRM Acquisition Corp. 420 Boylston Street, Suite 302 Boston, MA 02116 June 28, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: G3 VRM Acquisition Corp. Registration Statement on Form S-1 (File No. 333-255226) Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities Act |
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| June 28, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021, by and between G3 VRM Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-255226 (the |
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| June 28, 2021 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF G3 VRM ACQUISITION CORP. [], 2021 G3 VRM Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “G3 VRM Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secr |
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| June 28, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 28, 2021 As filed with the U.S. Securities and Exchange Commission on June 28, 2021 Registration No. 333-255226 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 G3 VRM Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2202109 (State or other jurisdiction of inc |
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| June 28, 2021 |
Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 June 28, 2021 VIA EDGAR U. |
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| June 28, 2021 |
Form of Letter Agreement among the Registrant and our officers, directors, and G3 VRM Holdings LLC Exhibit 10.1 [], 2021 G3 VRM Acquisition Corp. 420 Boylston Street, Suite 302 Boston, MA 02116 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC, a |
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| June 28, 2021 |
Form of Underwriting Agreement Exhibit 1.1 G3 VRM ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [●], 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the se |
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| June 21, 2021 |
Form of Underwriting Agreement Exhibit 1.1 G3 VRM ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [●], 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the se |
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| June 21, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 21, 2021 As filed with the U.S. Securities and Exchange Commission on June 21, 2021 Registration No. 333-255226 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 G3 VRM Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2202109 (State or other jurisdiction of inc |
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| June 8, 2021 |
Form of Private Placement Unit Purchase Agreement EX-10.6 11 ex106.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), Maxim Partners, LLC, a Delaware limited liability Company (“Maxim”) and G3 VRM Hold |
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| June 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 8, 2021 As filed with the U.S. Securities and Exchange Commission on June 8, 2021 Registration No. 333-255226 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 G3 VRM Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2202109 (State or other jurisdiction of inco |
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| June 8, 2021 |
Form of Compensation Committee Charter Exhibit 99.2 G3 VRM ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER (Effective , 2021) Purpose The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of G3 VRM Acquisition Corp. (the “Company”) shall provide assistance to, and discharge certain responsibilities of, the Board in overseeing the design and administration of the Company’s executive and director compensat |
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| June 8, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 362425 209 G3 VRM ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of G3 VRM |
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| June 8, 2021 |
EX-10.3 9 ex103.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on F |
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| June 8, 2021 |
Form of Letter Agreement among the Registrant and our officers, directors, and G3 VRM Holdings LLC Exhibit 10.1 [], 2021 G3 VRM Acquisition Corp. 420 Boylston Street, Suite 302 Boston, MA 02116 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC, a |
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| June 8, 2021 |
Form of Compensation Committee Charter EX-99.1 16 ex991.htm EXHIBIT 99.1 Exhibit 99.1 G3 VRM ACQUISITION CORP. AUDIT COMMITTEE CHARTER (Effective , 2021) Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of G3 VRM Acquisition Corp. (the “Company”) shall assist the Board with the oversight of the Company’s corporate accounting and financial reporting processes, the audits of its financial statements, |
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| June 8, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders EX-10.4 10 ex104.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), Maxim Partners LLC (“Maxim”) and G3 VRM Holdings, LLC, a Delaware limited liability company (the “Sponsor,” together with Maxim and any person o |
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| June 8, 2021 |
EX-10.7 12 ex107.htm EXHIBIT 10.7 Exhibit 10.7 FORM OF INDEMNITY AGREEMENT INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [], 2021, by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or i |
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| June 8, 2021 |
EX-14 14 ex14.htm EXHIBIT 14 Exhibit 14 CODE OF ETHICS 1. Introduction The Board of Directors of G3 VRM Acquisition Corp. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: · promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · pr |
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| June 8, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [ ], 2021 between G3 VRM Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the ?Rights Agent?). WHEREAS, the Company is engaged in a public offering (?Public Offerin |
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| June 8, 2021 |
Form of Administrative Services Agreement, by and between the Registrant and G3 VRM Holdings LLC Exhibit 10.8 G3 VRM Acquisition Corp. 420 Boylston Street, Suite 302 Boston, MA 02116 [ ], 2021 G3 VRM Holdings LLC 420 Boylston Street, Suite 302 Boston, MA 02116 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between G3 VRM Acquisition Corp. (the ?Company?) and G3 VRM Holdings LLC (the ?Consultant?), dated as of the date hereof, will confirm our agreemen |
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| June 8, 2021 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF G3 VRM ACQUISITION CORP. [], 2021 G3 VRM Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “G3 VRM Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secr |
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| June 8, 2021 |
Promissory Note, dated April 12, 2021, issued to G3 VRM Holdings LLC Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| June 8, 2021 |
Specimen Class A common stock Certificate Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 362425 100 g3 vrm acquisition CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF G3 VRM ACQUISITION CORP. (THE “COMPANY”) transferable on the books of the Company |
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| June 8, 2021 |
Exhibit 4.3 NUMBER RIGHTS G3 VRM ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 362425 126 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a ?Right?) to automatically receive one-tenth of one share of Class A common stock, $0.0001 par value (?Common Stock?), of G3 VRM Acquisition Corp. (the |
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| April 14, 2021 |
Consent of Michael T. Sullivan Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by G3 VRM Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by G3 VRM Acq |
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| April 14, 2021 |
Exhibit 10.5 VME Acquisition Corp. 75 S. Clinton Ave., Suite 510 Rochester, NY 14604 February 22, 2021 VMEA Holdings Inc. 75 S. Clinton Ave., Suite 510 Rochester, NY 14604 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on February 22, 2021 by and between VMEA Holdings Inc., a Delaware corporation (the “Subscriber” or “you”), and VME Acq |
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| April 14, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by G3 VRM Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by G3 VRM Acq |
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| April 14, 2021 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF G3 VRM ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registe |
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| April 14, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by OMNI eCom Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by O |
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| April 14, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF VME ACQUISITION CORP. Article I NAME The name of the corporation is VME Acquisition Corp. (the “Corporation”). Article II PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”). Article I |
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| April 14, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by G3 VRM Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by G3 VRM Acq |
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| April 14, 2021 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement) As filed with the U.S. Securities and Exchange Commission on April 14, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 G3 VRM Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2202109 (State or other jurisdiction of incorporation or organizatio |
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| April 14, 2021 |
Certificate of Amendment of the Certificate of Incorporation Exhibit 3.2 Certificate of Amendment of the Certificate of Incorporation of VME Acquisition Corp. VME Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: First: That at a meeting of the Board of Directors, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incor |
