Periphas Capital Partnering 8K Other Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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): January 27, 2021

PERIPHAS CAPITAL PARTNERING CORPORATION

(Exact name of registrant as specified in its charter)


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)

Registrant’s telephone number, including area code: (646) 876-6351

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
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

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 CAPS^TM (the “CAPS^TM”) 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 CAPS^TM commencing on February 1, 2021. Each CAPS^TM 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 CAPS^TM 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 CAPS^TM and only whole warrants will trade. Holders of CAPS^TM will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ CAPS^TM 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 CAPS^TM is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.


(d)		Exhibits.

99.1		Press Release, dated January 27, 2021.

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: January 27, 2021


PERIPHAS CAPITAL PARTNERING CORPORATION

By:		/s/ Sanjeev Mehra
Name:		Sanjeev Mehra
Title:		Chief Executive Officer

Periphas Capital Partnering (PCPC) 8-KOther Events