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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Periphas Capital Partnering Corporation | NYSE:PCPC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 25.09 | 0 | 01:00:00 |
☒ |
QUARTERLY 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
|
Delaware
|
001-39784
|
85-3046972
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification Number)
|
667 Madison Avenue
, 15th Floor
New York,
New York
|
10065
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class:
|
Trading
Symbol:
|
Name of Each Exchange
on Which Registered:
|
||
CAPS
TM
, 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
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
June 30, 2021
|
December 31, 2020
|
|||||||
(unaudited)
|
||||||||
Assets:
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 777,501 | $ | 1,336,674 | ||||
Prepaid expenses
|
293,964 | 412,626 | ||||||
|
|
|
|
|||||
Total current assets
|
1,071,465 | 1,749,300 | ||||||
Investments held in Trust Account
|
414,013,681 | 414,001,166 | ||||||
|
|
|
|
|||||
Total Assets
|
$
|
415,085,146
|
|
$
|
415,750,466
|
|
||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity:
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 23,400 | $ | 76,800 | ||||
Accrued expenses
|
80,500 | 186,500 | ||||||
Franchise tax payable
|
93,502 | 11,625 | ||||||
|
|
|
|
|||||
Total current liabilities
|
197,402 | 274,925 | ||||||
Derivative warrant liabilities
|
9,034,850 | 16,481,150 | ||||||
|
|
|
|
|||||
Total Liabilities
|
9,232,252 | 16,756,075 | ||||||
Commitments and Contingencies
|
||||||||
Class A common stock, $0.0001 par value; 16,034,115 and 15,759,775 shares subject to possible redemption at $25.00 per share as of June 30, 2021 and December 31, 2020, respectively
|
400,852,875 | 393,994,375 | ||||||
Stockholders’ Equity:
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
— | — | ||||||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 771,485 and 1,045,825 shares issued and outstanding (excluding 16,034,115 and 15,759,775 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively
|
77 | 105 | ||||||
Class B common stock, $0.0001 par value; 1,000,000 shares authorized; 120,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020
|
12 | 12 | ||||||
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 828,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020
|
83 | 83 | ||||||
Additional paid-in capital
|
3,305,313 | 10,163,785 | ||||||
Retained earnings (accumulated deficit)
|
1,694,534 | (5,163,969 | ) | |||||
|
|
|
|
|||||
Total stockholders’ equity
|
5,000,019 | 5,000,016 | ||||||
|
|
|
|
|||||
Total Liabilities and Stockholders’ Equity
|
$
|
415,085,146
|
|
$
|
415,750,466
|
|
||
|
|
|
|
|
|
For
Months Ended
June
|
|
|
For the
Six Months Ended June 30,
2
|
|
||
General and administrative expenses
|
$ | 247,563 | $ | 379,150 | ||||
General and administrative expenses - related party
|
60,000 | 123,030 | ||||||
Franchise tax expense
|
49,315 | 98,132 | ||||||
|
|
|
|
|||||
Total operating expenses
|
356,878 | 600,312 | ||||||
Other income
|
||||||||
Change in fair value of derivative warrant liabilities
|
42,020 | 7,446,300 | ||||||
Gain on investments held in Trust Account
|
6,292 | 12,515 | ||||||
|
|
|
|
|||||
Net income (loss)
|
$ | (308,566 | ) | $ | 6,858,503 | |||
|
|
|
|
|||||
Weighted average shares outstanding of redeemable Class A common stock, basic and diluted
|
16,560,000 | 16,560,000 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, redeemable Class A common stock
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Weighted average shares outstanding of non-redeemable Class A, Class B and
Class F common stock, basic
and diluted
|
1,193,600 | 1,193,600 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, non-redeemable Class A, Class B and
Class F common stock
|
$ | (0.26 | ) | $ | 5.75 | |||
|
|
|
|
Common Stock
|
Total
Stockholders’ Equity |
|||||||||||||||||||||||||||||||||||
Class A
|
Class B
|
Class F
|
Additional Paid-In
Capital |
Retained Earnings
(Accumulated Deficit)
|
||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||
Balance - December 31, 2020
|
1,045,825
|
$
|
105
|
120,000
|
$
|
12
|
828,000
|
$
|
83
|
$
|
10,163,785
|
$
|
(5,163,969
|
)
|
$
|
5,000,016
|
||||||||||||||||||||
Class A common stock subject to possible redemption
|
(286,683 | ) | (29 | ) | — | — | — | — | (7,167,046 | ) | — | (7,167,075 | ) | |||||||||||||||||||||||
Net income
|
— | — | — | — | — | — | — | 7,167,069 | 7,167,069 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance - March 31, 2021
|
759,142
|
76
|
120,000
|
12
|
828,000
|
83
|
2,996,739
|
2,003,100
|
5,000,010
|
|||||||||||||||||||||||||||
Class A common stock subject to possible redemption
|
12,343 | 1 | — | — | — | — | 308,574 | — | 308,575 | |||||||||||||||||||||||||||
Net
loss
|
— | — | — | — | — | — | — | (308,566 | ) | (308,566 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance - June 30, 2021
|
771,485
|
$
|
77
|
120,000
|
$
|
12
|
828,000
|
$
|
83
|
$
|
3,305,313
|
$
|
1,694,534
|
$
|
5,000,019
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 6,858,503 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Change in fair value of derivative warrant liabilities
|
(7,446,300 | ) | ||
Gain on investments held in Trust Account
|
(12,515 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
118,662 | |||
Accounts payable
|
(53,400 | ) | ||
Accrued expenses
|
(106,000 | ) | ||
Franchise tax payable
|
81,877 | |||
|
|
|||
Net cash used in operating activities
|
(559,173 | ) | ||
|
|
|||
Net change in cash
|
(559,173 | ) | ||
Cash - beginning of the period
|
1,336,674 | |||
|
|
|||
Cash - end of the period
|
$
|
777,501
|
||
|
|
|||
Supplemental disclosure of noncash activities:
|
||||
Change in value of Class A common stock subject to possible redemption
|
$ | (6,858,500 | ) |
• |
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 Three Months
Ended June 30, 2021 |
For the Six Months
Ended June 30, 2021 |
|||||||
Redeemable Class A common stock
|
||||||||
Numerator: Income allocable to redeemable Class A common stock
|
||||||||
Income from investments held in Trust Account
|
$ | 6,292 | $ | 12,515 | ||||
Less: Company’s portion available to be withdrawn to pay taxes
|
(6,292 | ) | (12,515 | ) | ||||
|
|
|
|
|||||
Net income attributable
|
$
|
—
|
$
|
—
|
||||
|
|
|
|
|||||
Denominator: Weighted average redeemable Class A common stock
|
||||||||
Basic and diluted weighted average shares outstanding, redeemable Class A common stock
|
16,560,000
|
16,560,000
|
||||||
|
|
|
|
|||||
Basic and diluted net income per share, redeemable Class A common stock
|
$
|
—
|
$
|
—
|
||||
|
|
|
|
|||||
Non-redeemable Class A, Class B and Class F common stock
|
||||||||
Numerator: Net income (loss) minus net income allocable to non-redeemable Class A, Class B and Class F common stock
|
||||||||
Net income (loss)
|
$ | (308,566 | ) | $ | 6,858,503 | |||
Net income allocable to redeemable Class A common stock
|
— | — | ||||||
|
|
|
|
|||||
Net income (loss) attributable
|
$
|
(308,566
|
)
|
$
|
6,858,503
|
|||
|
|
|
|
|||||
Denominator: Weighted average non-redeemable Class A, Class B and Class F common stock
|
||||||||
Basic and diluted weighted average shares outstanding, non-redeemable Class A, Class B and Class F common stock
|
1,193,600
|
1,193,600
|
||||||
|
|
|
|
|||||
Basic and diluted net loss per share, non-redeemable Class A, Class B and Class F common stock
|
$
|
(0.26
|
)
|
$
|
5.75
|
|||
|
|
|
|
• |
at any time while the warrants are exercisable,
|
• |
upon a minimum of 30 days’ prior written notice of redemption,
|
• |
if, and only if, the last sales price of shares of the Class A common stock equals or exceeds $45.00 per share for any 20 trading days within a
30-trading
day period (the
“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
30-day
trading period and continuing each day thereafter until the date of redemption.
|
• |
If the price per share of Class A common stock has not exceeded $27.50 for 20 out of 30 consecutive trading days at any time following completion of the Partnering Transaction, the number of conversion shares for any fiscal year will be 1,000 shares of Class A common stock.
|
• |
If the price per share of Class A common stock exceeded $27.50 for 20 out of any 30 consecutive trading days at any time following completion of the Partnering Transaction, then the number of conversion shares for any fiscal year will be the greater of:
|
• |
20% of the increase in the price of one Class A share, year-over-year but in respect of the increase above the relevant “price threshold” (as defined below),
multiplied by
divided by
|
• |
1,000 shares of Class A common stock.
|
• |
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
|
$ | 414,013,681 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities—Public
|
$ | 8,901,000 | $ | — | ||||||||
Derivative warrant liabilities—Private
|
$ | 133,850 |
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
|
$ | 414,001,166 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities—Public
|
$ | — | $ | — | $ | 16,228,800 | ||||||
Derivative warrant liabilities—Private
|
252,350 |
As of June 30, 2021
|
As of December 31, 2020
|
|||||||
Exercise price
|
$ | 28.75 | $ | 28.75 | ||||
Unit price
|
$ | 24.51 | $ | 25.13 | ||||
Volatility
|
15.08 | % | 23.00 | % | ||||
Expected life of the options to convert
|
5.00 | 5.00 | ||||||
Risk-free rate
|
0.87 | % | 0.59 | % | ||||
Dividend yield
|
0.00 | % | 0.00 | % |
Derivative warrant liabilities at Level 3, December 31, 2020
|
16,481,150 | |||
Transfer out of Level 3, Public Warrants
|
(8,942,400 | ) | ||
Change in fair value of derivative warrant liabilities - Level 3
|
(7,404,900 | ) | ||
|
|
|||
|
|
|||
Derivative warrant liabilities at Level 3, June 30, 2021
|
$ | 133,850 |
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
Dated: August 13, 2021 |
PERIPHAS CAPITAL PARTNERING CORPORATION
|
|||||
By: | /s/ Sanjeev Mehra | |||||
Name: | Sanjeev Mehra | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
By: | /s/ John Bowman | |||||
Name: | John Bowman | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |
1 Year Periphas Capital Partner... Chart |
1 Month Periphas Capital Partner... Chart |
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