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~~July 1, ~~2021~~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 File Number)		(I.R.S. Employer Identification No.)

420 Boylston Street, Suite 302

Boston, MA

02116

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 531-9911

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GGGV	The Nasdaq Stock Market LLC
Rights	GGGVR	The Nasdaq Stock Market LLC
Units	GGGVU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. ¨

Item 8.01. Other Events.

OnDue ~~August~~to ~~16,~~the ~~2021, G3 VRM Acquisition Corp., a~~Company’s ~~Delaware~~anticipated ~~corporation~~inability ~~(the “Company”), announced~~to ~~that,~~consummate ~~commencing~~an oninitial ~~August~~business ~~17,~~combination ~~2021,~~within the ~~holders~~time ofperiod ~~Units issued~~required inby its ~~initial~~Amended ~~public~~and ~~offering~~Restated ~~(the~~Certificate of ~~“Units”)~~Incorporation, ~~each~~the ~~consisting~~Company ofintends ~~one~~to ~~share~~dissolve ofand ~~Class~~liquidate Ain ~~common~~accordance ~~stock~~with of the ~~Company, par~~provisions ~~value~~of ~~$0.0001~~its ~~per~~Amended ~~share (the “Common Stock”),~~ and ~~one~~Restated ~~right (“Right”) to receive one-tenth (1/10)~~Certificate of aIncorporation ~~share~~and ofwill ~~Common~~redeem ~~Stock~~all ~~upon~~of the ~~consummation~~shares of anoutstanding ~~initial~~Class ~~business~~A ~~combination,~~common ~~may~~stock ~~elect~~that towere ~~separately trade shares of Common Stock and Rights~~ included in the ~~Units.~~units ~~The~~issued ~~Units~~in ~~not~~its ~~separated~~initial public ~~will~~offering ~~continue to trade on The Nasdaq Stock Market LLC~~ (~~“Nasdaq”) under~~ the ~~symbol~~ “~~GGGVU.”~~Public Shares ~~of Common Stock and the Rights are expected to trade on Nasdaq under the symbols “GGGV~~” ~~and “GGGVR~~),” ~~respectively.~~at ~~Holders~~a ofper-share ~~Units~~redemption ~~will~~price ~~need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares~~ of ~~Common~~approximately ~~Stock and Rights~~$10.15.

OnAs ~~August~~of 16the close of business July 6, ~~2021~~2022, the ~~Company~~Public ~~issued~~Shares awill ~~press release~~be ~~announcing~~deemed ~~the~~cancelled ~~commencement~~and ofwill ~~separate~~represent ~~trading~~only of the ~~Units,~~right ato ~~copy~~receive ofthe redemption amount, at which time isthe ~~attached~~Company asanticipates ~~Exhibit~~that ~~99.1~~its tosecurities ~~this~~will ~~Current~~cease ~~Report~~ trading on ~~Form~~The ~~8-K~~Nasdaq Stock Market LLC.

OnIn order ~~August~~to ~~14,~~provide ~~2021~~for the disbursement of funds from the trust account, the ~~unexercised~~Company ~~portion~~has instructed the trustee of the ~~over-allotment~~trust ~~option~~account ~~granted~~to take all necessary actions to liquidate the ~~underwriters~~trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the ~~Company’s~~holders ~~initial~~of ~~public~~the ~~offering~~Public ~~expired~~Shares. AsRecord aholders ~~result,~~may ~~218,500~~redeem their shares for their pro rata portion of ~~Class~~the Bproceeds ~~common~~of ~~stock~~the ~~owned~~trust account by G3delivering ~~VRM~~their ~~Holdings~~Public ~~LLC~~Shares to Continental Stock Transfer & Trust Company, the Company’s transfer ~~sponsor~~agent. Beneficial owners of Public Shares held in “street name,” ~~have~~however, ~~been~~will ~~forfeited~~not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after July 6, 2022.

The Company’s initial stockholders have waived their redemption rights with respect to its outstanding common stock issued prior to the Company’s initial public offering.

There will be no redemption rights or liquidating distributions with respect to the Company’s rights, which will expire worthless.

On July 1, 2022, the Company issued a press release announcing that the Company intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate of Incorporation and will redeem all of its Public Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated ~~August~~July 161, ~~2021~~2022
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Dated: August 16, 2021
	Dated: July 1, 2022
	G3 VRM ACQUISITION CORP.
	By:	/s/ Matthew Konkle
	Name:	Matthew Konkle
	Title:	Chief Executive Officer

Filing Compare · G3 VRM Acquisition Corp.