ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||||
TM , each consisting of one share of Class A common stock and one-fourth of one redeemable warrant |
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• | “amended and restated certificate of incorporation” are to our certificate of incorporation in effect as of December 11, 2020; |
• | “anchor investors” are to certain qualified institutional buyers or institutional accredited investors, each of which became a member of our sponsor upon the consummation of our initial public offering and expressed to us an interest to purchase CAPS TM in our initial public offering, as further described herein; |
• | “Board” are to our board of directors; |
• | “Class A shares” are to our shares of Class A Common Stock, par value $0.0001 per share; |
• | “Class B shares” are to our shares of Class B Common Stock, par value $0.0001 per share; |
• | “Class F shares” are to our shares of Class F Common Stock, par value $0.0001 per share; |
• | “Common Stock” are to our Class A Common Stock, Class B Common Stock, and our Class F Common Stock; |
• | “directors” are to our current directors; |
• | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A Common Stock issued in a financing transaction in connection with our partnering transaction, including but not limited to a private placement of such securities; |
• | “forward purchase agreements” are to the agreements providing for the sale of the forward purchase shares to the anchor investors in private placements, dated December 9, 2020; |
• | “forward purchase shares” are to the shares of Class A Common Stock to be issued pursuant to the forward purchase agreements; |
• | “founder shares” are to our Class F shares and our Class A shares issued upon the automatic conversion thereof at the time of our partnering transaction as provided herein; |
• | “initial stockholders” are to our sponsor and any other holders of our founder shares immediately prior to our initial public offering; |
• | “letter agreement” refers to the letter agreement dated December 9, 2020 among the Periphas Capital Partnering Corporation, PCPC Holdings, LLC, and each executive officer and director; |
• | “management” or our “management team” are to our officers; |
• | “operating partners” are to Brian Clingen, Eric Foss, Fred Buttrell, Gerald Rittenberg and Dr. William Joyce; |
• | “partnering transaction” are to effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses which may be held by one or more third-party sponsors; |
• | “performance shares” are to our Class B shares issued to our sponsor; |
• | “Periphas Capital” are to Periphas Capital, LP; |
• | “permitted withdrawals” are to the withdrawals permitted to be made by us from the trust account to pay taxes including income and franchise taxes and to withdraw up $100,000 in dissolution expenses in the event we do not complete a partnering transaction within 24 months (or 27 months, as applicable) of our initial public offering; |
• | “private placement CAPS TM ” are to the private placement shares and warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any, which private placement CAPSTM are identical to the CAPSTM sold in our initial public offering, subject to certain limited exceptions; |
• | “private placement shares” are to the shares of Class A Common Stock sold as part of the private placement CAPS TM ; |
• | “private placement warrants” are to the warrants sold as part of the private placement CAPS TM ; |
• | “public shares” are to the shares of our Class A Common Stock sold as part of the CAPS TM in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of his, her or its status as a “public stockholder” shall only exist with respect to such public shares; |
• | “sponsor” are to PCPC Holdings, LLC, a Delaware limited liability company; |
• | “warrants” are to our warrants sold as part of the CAPS TM in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and as part of the private placement CAPSTM ; and |
• | “we,” “us,” “our,” “the company” and “PCPC” are to Periphas Capital Partnering Corporation, a Delaware corporation. |
• | our ability to select an appropriate partnering candidate or candidates; |
• | our ability to complete our partnering transaction; |
• | our expectations around the performance of the prospective business or businesses with which we partner; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees, or directors following our partnering transaction; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our partnering transaction; |
• | our potential ability to obtain additional financing to complete our partnering transaction; |
• | our pool of prospective partnering candidates; |
• | our ability to consummate a partnering transaction due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential partnering transaction opportunities; |
• | our public securities’ potential liquidity and trading; the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | or our financial performance following our initial public offering. |
• | We are a company established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team and their affiliates or our operating partners may not be indicative of future performance of an investment in us. |
• | Our stockholders may not be afforded an opportunity to vote on our proposed initial partnering transaction, which means we may complete our initial partnering transaction even though a majority of our stockholders do not support such a transaction. |
• | Your only opportunity to affect the investment decision regarding a potential partnering transaction may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek stockholder approval of our initial partnering transaction, our initial stockholders and management team have agreed to vote in favor of such partnering transaction, regardless of how our public stockholders vote. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential partnering candidate, which may make it difficult for us to enter into a partnering transaction with a partnering candidate. |
• | The requirement that we complete our partnering transaction within 24 months (or 27 months, as applicable) after the closing of our initial public offering may give potential partnering candidates leverage over us in negotiating a partnering transaction and may limit the time we have in which to conduct due diligence on potential partnering transaction candidates, in particular as we approach our dissolution deadline, which could undermine our ability to complete our partnering transaction on terms that would produce value for our stockholders. |
• | Our search for a partnering transaction, and any partnering candidate with which we ultimately consummate a partnering transaction, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
• | Because of our limited resources and the significant competition for partnering transaction opportunities, it may be more difficult for us to complete our partnering transaction. If we do not complete our partnering transaction, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. |
• | If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our partnering transaction or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our partnering transaction, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets | No | |
Purchase of stock of partnering candidate not involving a merger with the company | No | |
Merger of partnering candidate into a subsidiary of the company | No | |
Merger of the company with a partnering candidate | Yes |
• | we issue shares of Common Stock that will be equal to or in excess of 20% of the number of our shares of Common Stock then outstanding (other than in a public offering); |
• | any of our directors, officers or substantial stockholders (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the partnering candidate or assets to be acquired or otherwise and the present or potential issuance of Common Stock could result in an increase in outstanding Common Stock or voting power of 5% or more; |
• | or the issuance or potential issuance of Common Stock will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our partnering transaction, which contain substantially the same financial and other information about the partnering transaction and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. |
• | may significantly dilute the equity interest of investors in our initial public offering (which dilutive effect would increase as the price of our Class A Common Stock increases on a year-over-year basis, in respect of shares issued upon conversion of the performance shares); |
• | may subordinate the rights of holders of shares of Class A Common Stock if shares of preferred stock are issued with rights senior to those afforded shares of our Class A Common Stock; |
• | could cause a change in control if a substantial number of shares of Class A Common Stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | and may adversely affect prevailing market prices for our CAPS TM , shares of Class A Common Stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after a partnering transaction are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on shares of our Class A Common Stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on shares of our Class A Common Stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; |
• | and limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future partnering transactions may be effectuated; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Name |
Age |
Position | ||
Sanjeev Mehra | 63 | Chief Executive Officer and Director | ||
Jeff Dodge | 50 | Chief Operating Officer and Director | ||
Todd Nice | 48 | Chief Financial Officer | ||
Anish Pathipati | 32 | Executive Vice President | ||
Allen Spizzo | 64 | Director | ||
Eric Dobkin | 78 | Director | ||
Matt Espe | 63 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying individuals qualified to become members of the board of directors and making recommendations to the board of directors regarding nominees for election; |
• | reviewing the independence of each director and making a recommendation to the board of directors with respect to each director’s independence; |
• | developing and recommending to the board of directors the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually; |
• | making recommendations to the board of directors with respect to the membership of the audit, compensation and corporate governance and nominating committees; |
• | overseeing the evaluation of the performance of the board of directors and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee; |
• | considering the adequacy of our governance structures and policies, including as they relate to our environmental sustainability and governance practices; |
• | considering director nominees recommended by stockholders; and |
• | reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations. |
• | should possess personal qualities and characteristics, accomplishments and reputation in the business community; |
• | should have current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business; |
• | should have the ability and willingness to commit adequate time to the board of directors and committee matters; |
• | should demonstrate ability and willingness to commit adequate time to the board of directors and committee matters; |
• | should possess the fit of the individual’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to our needs; and |
• | should demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Sanjeev Mehra | Periphas Capital(1) | Private Equity | Managing Partner | |||
KAR Auction Services, Inc. | Diversified Support Services | Board Member | ||||
Todd Nice | Periphas Capital(1) | Private Equity | Chief Financial Officer | |||
Jeff Dodge | Periphas Capital(1) | Private Equity | Partner | |||
Anish Pathipati | Periphas Capital(1) | Private Equity | Principal | |||
Allen Spizzo | Ferro Corporation | Technology Manufacturing | Board Member | |||
Matt Espe | WESCO International | Technology Manufacturing | Board Member | |||
Realogy Holdings Corp | Real Estate | Board Member | ||||
OmniMax International | Manufacturing | Board Member | ||||
Cenveo Corporation | Manufacturing | Board Member |
(1) | Funds and other affiliates |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a partnering transaction and their other businesses. We do not intend to have any full-time employees prior to the completion of our partnering transaction. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our initial stockholders purchased founder shares prior to our initial public offering and purchased private placement CAPS TM in a transaction that closed simultaneously with the closing of our initial public offering. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our partnering transaction. The other 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 in or after our initial public offering. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular partnering transaction if the retention or resignation of any such officers and directors was included by a partnering candidate as a condition to any agreement with respect to our partnering transaction. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock; |
• | each of our executive officers and director; and |
• | all our executive officers and directors as a group. |
Class A Common Stock |
Class F Common Stock(2) |
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Name of Beneficial Owners (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
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PCPC Holdings, LLC (3) |
245,600 | 1.4 | % | 828,000 | 100 | % | ||||||||||
Apollo Management Holdings GP, LLC (4) |
1,000,000 | 5.9 | % | — | — | |||||||||||
Empyrean Capital Partners, LP (5) |
867,420 | 5.1 | % | — | — | |||||||||||
Fir Tree Capital Management LP (6) |
1,088,186 | 6.5 | % | — | — | |||||||||||
Sanjeev Mehra ( 3) |
245,600 | 1.4 | % | 828,000 | 100 | % | ||||||||||
Todd Nice |
— | — | — | — | ||||||||||||
Jeff Dodge |
— | — | — | — | ||||||||||||
Anish Pathipati |
— | — | — | — | ||||||||||||
Allen Spizzo |
— | — | — | — | ||||||||||||
Eric Dobkin |
— | — | — | — | ||||||||||||
Matt Espe |
— | — | — | — | ||||||||||||
All officers and directors as a group (7 individuals) |
245,600 | 1.4 | % | 828,000 | 100 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our stockholders is 667 Madison Avenue, 15th Floor, New York, NY 10065. |
(2) | Class F common stock will automatically convert into shares of Class A common stock at the time of the initial partnering transaction on a one-for-one |
(3) | PCPC Holdings, LLC, our sponsor, is the record holder of the shares reported herein. Our sponsor is controlled by its managing member, and Sanjeev Mehra indirectly controls the managing member. |
(4) | Based solely on the Schedule 13G filed jointly by (i) Apollo Atlas Master Fund, LLC (“Atlas”); (ii) Apollo Atlas Management, LLC (“Atlas Management”); (iii) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (iv) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (v) Apollo ST Fund Management LLC (“ST Management”); (vi) Apollo ST Operating LP (“ST Operating”); (vii) Apollo ST Capital LLC (“ST Capital”); (viii) ST Management Holdings, LLC (“ST Management Holdings”); (ix) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (x) Apollo A-N Credit Management, LLC (“A-N Credit Management”); (xi) Apollo Capital Management, L.P. (“Capital Management”); (xii) Apollo Capital Management GP, LLC (“Capital Management GP”); (xiii) Apollo Management Holdings, L.P. (“Management Holdings”); and (xiv) Apollo Management Holdings GP, LLC (“Management Holdings GP”) with the SEC on December 21, 2020. Atlas, PPF Credit Strategies, Credit Strategies, and A-N Credit each holds securities of the Company. Atlas Management serves as the investment manager of Atlas. Credit Strategies is the sole member of PPF Credit Strategies. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. A-N Credit Management serves as the investment manager for A-N Credit. Capital Management serves as the sole member of Atlas Management and A-N Credit Management, and as the sole member and manager of ST Management Holdings. Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings. The principal office of each of Atlas, PPF Credit Strategies and A-N Credit is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands. The principal office of each of Atlas Management, ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019. |
(5) | Based solely on the Schedule 13G filed jointly by Empyrean Capital Overseas Master Fund, Ltd. (“ECOMF”), Empyrean Capital Partners, LP (“ECP”), and Amos Meron with the SEC on January 25, 2021. ECOMF, a Cayman Islands exempted company, directly holds 867,420 shares of the Class A Common Stock.; ECP, a Delaware limited partnership, serves as investment manager to ECOMF with respect to such shares and Amos Meron, serves as the managing member of Empyrean Capital, LLC, the general partner of ECP. The business address of each is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067. |
(6) | Based solely on the Schedule 13G filed by Fir Tree Capital Management LP with the SEC on February 14, 2022. The business address of Fir Tree Capital Management LP is 55 West 46th Street, 29th Floor New York, NY 10036. |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
(2) | Financial Statement Schedules |
(3) | Exhibits |
10.7 | Promissory Note issued to PCPC Holdings, LLC.(2) | |
10.8 | Form of Indemnity Agreement.(2) | |
31.1 | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).* | |
31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).* | |
32.1 | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** | |
32.2 | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** | |
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
104 | Cover Page Interactive Data File formatted in Inline XBRL (included as Exhibit 101). |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on December 15, 2020. |
(2) | Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on October 29, 2020. |
(3) | Incorporated by reference to the registrant’s Annual Report on 10-K, filed with the SEC on March 30, 2021. |
PERIPHAS CAPITAL PARTNERING CORPORATION |
/s/ Sanjeev Mehra |
Name: Sanjeev Mehra |
Title: Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Sanjeev Mehra |
Chief Executive Officer and Director | March 22, 2022 | ||
Sanjeev Mehra | (Principal Executive Officer) |
|||
/s/ Todd Nice |
Chief Financial Officer | March 22, 2022 | ||
Todd Nice | (Principal Financial and Accounting Officer) |
|||
/s/ Jeff Dodge |
Chief Operating Officer and Director | March 22, 2022 | ||
Jeff Dodge | ||||
/s/ Allen Spizzo |
Director | March 22, 2022 | ||
Allen Spizzo | ||||
/s/ Eric Dobkin |
Director | March 22, 2022 | ||
Eric Dobkin | ||||
/s/ Matt Espe |
Director | March 22, 2022 | ||
Matt Espe |
Page |
||||
Item 8. Financial Statements |
||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
December 31, 2021 |
December 31, 2020 |
|||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
Total current assets |
||||||||
Investments held in Trust Account |
||||||||
Total Assets |
$ |
$ |
||||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Franchise tax payable |
||||||||
Total current liabilities |
||||||||
Derivative warrant liabilities |
||||||||
Total Liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption, $ |
||||||||
Stockholders’ Deficit: |
||||||||
Preferred stock, $ |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Class F common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total stockholders’ deficit |
( |
) | ( |
) | ||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
$ |
||||||
For the Year Ended December 31, 2021 |
For The Period From September 11, 2020 (Inception) Through December 31, 2020 |
|||||||
General and administrative expenses |
$ | $ | ||||||
General and administrative expenses - related party |
||||||||
Franchise tax expense |
||||||||
Total operating expenses |
( |
) | ( |
) | ||||
Other income |
||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Financing costs - derivative warrant liabilities |
( |
) | ||||||
Gain on investments held in Trust Account |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Weighted average shares outstanding of Class A common stock, basic and diluted |
||||||||
Basic and diluted net income (loss) per share, Class A common stock |
$ | $ | ( |
) | ||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
||||||||
Basic and diluted net income (loss) per share, Class B common stock |
$ | $ | ( |
) | ||||
Weighted average shares outstanding of Class F common stock, basic and diluted |
||||||||
Basic and diluted net income (loss) per share, Class F common stock |
$ | $ | ( |
) | ||||
Common Stock |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||||||||||
Class A |
Class B |
Class F |
Additional Paid-In Capital |
Accumulated Deficit |
||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
Common Stock |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||||||||||
Class A |
Class B |
Class F |
Additional Paid-In Capital |
Accumulated Deficit |
||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||
Balance - September 11, 2020 (inception) |
$ | — | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Issuance of Class F common stock to Sponsor |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Sale of |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption amount |
— | — | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
For the Year Ended December 31, 2021 |
For The Period From September 11, 2020 (Inception) Through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Financing costs - derivative warrant liabilities |
||||||||
Gain on investments held in Trust Account |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | ||||||
Accounts payable |
( |
) | ||||||
Accrued expenses |
( |
) | ||||||
Franchise tax payable |
||||||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
( |
) | ||||||
Net cash used in investing activities |
( |
) | ||||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from note payable to related party |
||||||||
Repayment of note payable to related party |
( |
) | ||||||
Proceeds received from initial public offering, gross |
||||||||
Proceeds received from private placement |
||||||||
Offering costs paid |
( |
) | ||||||
Net cash provided by financing activities |
||||||||
Net change in cash |
( |
) | ||||||
Cash - beginning of the period |
||||||||
Cash - end of the period |
$ |
$ |
||||||
Supplemental disclosure of noncash activities: |
||||||||
Offering costs paid in exchange for issuance of Class B common stock to Sponsor |
$ | $ | ||||||
Offering costs paid in exchange for issuance of Class F common stock to Sponsor |
$ | $ | ||||||
Offering costs included in accounts payable |
$ | $ | ||||||
Offering costs included in accrued expenses |
$ | $ | ||||||
Offering costs paid by Sponsor under note payable |
$ | $ |
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Year Ended December 31, 2021 |
For The Period From September 11, 2020 (Inception) Through December 31, 2020 |
|||||||||||||||||||||||
Class A |
Class B |
Class F |
Class A |
Class B |
Class F |
|||||||||||||||||||
Basic and diluted net income (loss) per common share: |
||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||
Allocation of net income (loss) |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||
Denominator: |
||||||||||||||||||||||||
Basic and diluted weighted average common shares outstanding |
||||||||||||||||||||||||
Basic and diluted net income (loss) per common share |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||
• | at any time while the warrants are exercisable, |
• | upon a minimum of |
• | if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $ “30-day trading period”) ending three business days before the Company sends the notice of redemption, and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants commencing five business days prior to the |
Gross proceeds |
$ | |||
Less: |
||||
Fair value of Public Warrants at issuance |
( |
) | ||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption amount |
||||
Class A common stock subject to possible redemption |
$ | |||
• | If the price per share of Class A common stock has not exceeded $ |
• | If the price per share of Class A common stock exceeded $ |
• | multiplied by divided by |
• |
• | The increase in the price of the Company’s Class A common stock will be based on the annual VWAP for the relevant fiscal year. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Public warrants |
$ | $ | $ | |||||||||
Derivative warrant liabilities - Private placement warrants |
$ | $ | $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Public warrants |
$ | $ | $ | |||||||||
Derivative warrant liabilities - Private placement warrants |
$ | $ | $ |
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Exercise price |
$ | $ | ||||||
Unit price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Expected life of the options to convert |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Derivative warrant liabilities as of December 31, 2020 |
$ | |||
Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Derivative warrant liabilities as of December 31, 2021 |
$ | |||
|
|
For the Year Ended December 31, 2021 |
For the Period from September 11, 2020 (inception) through December 31, 2020 |
|||||||
Current |
||||||||
Federal |
$ | $ | ||||||
State |
||||||||
Deferred |
||||||||
Federal |
( |
) | ( |
) | ||||
State |
||||||||
Valuation allowance |
||||||||
|
|
|
|
|||||
Income tax provision |
$ | $ | ||||||
|
|
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Start-up/Organization costs |
$ | $ | ||||||
Net operating loss carryforwards |
||||||||
|
|
|
|
|||||
Total deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax asset, net of allowance |
$ | $ | ||||||
|
|
|
|
For the Year Ended December 31, 2021 |
For the Period from September 11, 2020 (inception) through December 31, 2020 |
|||||||
Statutory federal income tax rate |
% | % | ||||||
Change in fair value of derivative warrant liabilities |
- |
% | - |
% | ||||
Financing cost - derivative warrant liabilities |
% | - |
% | |||||
Change in valuation allowance |
% | - |
% | |||||
|
|
|
|
|||||
Income tax expense |
% | % | ||||||
|
|
|
|