Exhibit 99.1
Periphas Capital Partnering Corporation Announces Redemption of Class A Common Stock
NEW YORK, NEW YORK, November 29, 2022 — Periphas Capital Partnering Corporation (the “Company”) (NYSE: PCPC) today announced that its board of directors (the “Board”) has determined not to proceed with a proposal to extend its corporate existence, as set forth in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022 (the “Proxy Statement”), as the Board has determined that the Company will not be able to negotiate a letter of intent, agreement in principle or definitive agreement for the potential partnering transaction (as described in the Proxy Statement). As such, the Board has determined to cancel the special meeting of its stockholders, previously scheduled for December 12, 2022, and to redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), effective as of December 15, 2022, because the Company will not consummate an initial partnering transaction within the time period required by its amended and restated certificate of incorporation (the “Charter”).
Pursuant to the Charter, if the Company does not consummate an initial business combination by December 14, 2022, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Company’s trust account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption shall completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and other requirements of applicable law.
The Company anticipates that the last day of trading in the Company’s Class A Shares will be December 14, 2022 and that, as of the open of business on December 15, 2022, the Public Shares will be suspended from trading, will be deemed cancelled and will represent only the right to receive the per-share redemption price for the public shares to be announced at a later date (the “Redemption Amount”).
The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Class A Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
