UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(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 to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
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 1.01 | Entry into a Material Definitive Agreement. |
Beginning October 28, 2022, Periphas Capital Partnering Corporation (the “Company”) entered into investor support agreements (the “Investor Support Agreements”), substantially in the form attached hereto as Exhibit 10.1, with certain anchor investors, members of the board of directors of the Company and operating partners of the Company (the “Investors”) collectively holding approximately 10.4% of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). Pursuant to the Investor Support Agreements, the Investors agreed (i) to vote all their shares of Class A Common Stock in favor of the Extension Proposal and the Adjournment Proposal (as such terms are defined in the Company’s preliminary proxy statement, filed with the U.S. Securities and Exchange Commission (“SEC”) on October 31, 2022 (the “Proxy Statement”)), (ii) not to redeem their shares in connection with the Extension (as defined in the Proxy Statement), and (iii) not to sell their shares before December 14, 2022 unless the Company chooses to not pursue the Extension Proposal or the potential partnering transaction (as defined in the Proxy Statement) before such date.
The form of the Investor Support Agreements is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of the Company in favor of the approval of the proposals included in the Proxy Statement. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement, which is available free of charge at the SEC’s website at www.sec.gov, or by directing a request to: Periphas Capital Partnering Corporation, 667 Madison Avenue, 15th Floor, New York, New York 10065.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposals included in the Proxy Statement. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read the Proxy Statement and, when available, the amendments thereto and the definitive proxy statement and other documents filed by the Company with the SEC, as these materials will contain important information about the Company and the proposals included in the Proxy Statement. Stockholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Periphas Capital Partnering Corporation, 667 Madison Avenue, 15th Floor, New York, New York 10065.
| Item 9.01 | Financial Statements and Exhibits. |
For the exhibits that are filed herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 10.1 | Form of Investor Support Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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: November 3, 2022
| PERIPHAS CAPITAL PARTNERING CORPORATION | ||
| By: | /s/ Sanjeev Mehra | |
| Name: | Sanjeev Mehra | |
| Title: | Chief Executive Officer | |