PCPC Periphas Capital Partnering
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2021
PERIPHAS CAPITAL PARTNERING CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
667 Madison Avenue, 15th Floor
New York, New York
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (646) 876-6351
(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
Name of each exchange
on which registered
|CAPSTM, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant||PCPC.U||The New York Stock Exchange|
|Class A common stock, par value $0.0001 per share||PCPC||The New York Stock Exchange|
|Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $28.75 per share||PCPC WS||The New York Stock Exchange|
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 8.01. Other Events.
On January 27, 2021, Periphas Capital Partnering Corporation (the “Company”) announced that the holders of the Company’s CAPSTM (the “CAPSTM”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and warrants included in the CAPSTM commencing on February 1, 2021. Each CAPSTM consists of one share of Class A common stock and one-fourth of one warrant to purchase one share of Class A common stock. Any CAPSTM not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “PCPC.U”. Any underlying shares of Class A common stock and warrants that are separated will trade on NYSE under the symbols “PCPC” and “PCPC WS,” respectively. No fractional warrants will be issued upon separation of the CAPSTM and only whole warrants will trade. Holders of CAPSTM will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ CAPSTM into shares of Class A common stock and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the CAPSTM is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release, dated January 27, 2021.|
Dated: January 27, 2021
|PERIPHAS CAPITAL PARTNERING CORPORATION|
/s/ Sanjeev Mehra
|Title:||Chief Executive Officer|