0000891839-21-000254.txt : 20210708 0000891839-21-000254.hdr.sgml : 20210708 20210708163040 ACCESSION NUMBER: 0000891839-21-000254 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210706 FILED AS OF DATE: 20210708 DATE AS OF CHANGE: 20210708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: G3 VRM Holdings LLC CENTRAL INDEX KEY: 0001869806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40565 FILM NUMBER: 211080498 BUSINESS ADDRESS: STREET 1: 420 BOYLSTON STREET, SUITE 302 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 531-9911 MAIL ADDRESS: STREET 1: 420 BOYLSTON STREET, SUITE 302 CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: G3 VRM Acquisition Corp. CENTRAL INDEX KEY: 0001856519 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 852202109 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 420 BOYLSTON STREET STREET 2: SUITE 302 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-531-9911 MAIL ADDRESS: STREET 1: 420 BOYLSTON STREET STREET 2: SUITE 302 CITY: BOSTON STATE: MA ZIP: 02116 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2021-07-06 0001856519 G3 VRM Acquisition Corp. GGGV 0001869806 G3 VRM Holdings LLC 420 BOYLSTON STREET, SUITE 302 BOSTON MA 02116 0 0 1 0 Class A Common Stock, par value $0.0001 per share 2021-07-06 4 P 0 516280 10 A 516280 D Class B Common Stock, par value $0.0001 per share Class A Common Stock, par value $0.0001 per share 2665000 2665000 D The reported shares are included within the 516,280 Private Placement Units of the Issuer purchased by G3 VRM Holdings LLC (the "Sponsor") for $10.00 per Private Placement Unit. The Private Placement Units were purchased in a private placement that closed simultaneously with the closing of the Issuer's initial public offering, and each such unit consists of one share of Class A Common Stock of the Issuer and one right to receive one-tenth of one share of Class A Common Stock of the Issuer. The rights included in the units will become exercisable, if at all, upon completion of the Issuer's initial business combination. All of the reported shares are held directly by the Sponsor. The members of the Sponsor are CISCAP 4, LLC, a Delaware limited liability company, and VerifyMe, Inc., a Nevada corporation. Matthew Konkle is the Chief Executive Officer of the Sponsor. Accordingly, CISCAP 4, LLC, VerifyMe, Inc. and Mr. Konkle have shared voting and investment discretion with respect to the securities held by the Sponsor, and as such, each of them may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual manager or member of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he, she or it directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities. As described in the Issuer's registration statement on Form S-1 (File No. 333-255226) under the heading "Description of Securities--Founder Shares and Private Placement Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. Includes up to 218,500 shares of Class B common stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full. /s/ Matthew Konkle, Chief Executive Officer of G3 VRM Holdings LLC 2021-07-08