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 11~~October 28, 2022

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)		(~~CommissionFile~~Commission File Number)		(I.R.S. ~~EmployerIdentification~~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
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 5 1.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Effective~~Beginning ~~January~~October 1128, 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 “~~Board~~Investors”) collectively holding approximately 10.4% of ~~Periphas~~the ~~Capital~~outstanding ~~Partnering~~shares ~~Corporation~~of the Company’s Class A common stock, par value $0.0001 per share (the “~~Company~~Class A Common Stock”). ~~accepted~~Pursuant to the ~~resignation~~Investor Support Agreements, the Investors agreed (i) to vote all their shares of ~~John~~Class A ~~Bowman~~Common Stock in favor of the Extension Proposal and the Adjournment Proposal (as such terms are defined in the Company’s ~~Chief~~preliminary ~~Financial~~proxy ~~Officer~~statement, filed with the U.S. Securities and ~~subsequently~~Exchange ~~appointed~~Commission ~~Todd~~(“SEC”) ~~Nice~~on October 31, 2022 (the “Proxy Statement”)), (ii) not to ~~serve~~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’s ~~Chief~~chooses ~~Financial~~to ~~Officer~~not pursue the Extension Proposal or the potential partnering transaction (as defined in the Proxy Statement) before such date.

~~Mr. Nice~~The ~~previously~~form ~~served~~of asthe ~~Managing~~Investor ~~Director~~Support ~~for~~Agreements ~~CFGI,~~is ~~New~~filed ~~York, NY~~ as aExhibit ~~leader in its private equity practice from January 2018 until November 2021~~10.1 ~~Prior~~ to ~~CFGI,~~this ~~Mr. Nice~~Current ~~held~~Report ~~several~~on ~~financial~~Form ~~officer~~8-K ~~positions~~and inis ~~the~~incorporated ~~financial~~herein ~~services~~by ~~industry at TPG from October 2016 to December 2018, Fortress Investment Group from November 2013 to September 2016, Alpine Grove Partners, and Goldman Sachs~~reference.

There are no family relationships between Mr. Nice and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company that are subject to disclosure under Item 404(d) of Regulation SForward-K.Looking ~~There~~Statements ~~are no transactions between the Company and Mr. Nice that are subject to disclosure under Item 404(a) of Regulation S-K.~~

InThis ~~connection~~Current ~~with~~Report on Form 8-K includes “forward-looking statements” within the ~~appointment,~~meaning onof ~~January 11,~~the ~~2022,~~safe harbor provisions of the ~~Company~~U.S. ~~and~~Private MrSecurities Litigation Reform Act of 1995. ~~Nice~~ ~~entered~~Certain ~~into~~of anthese ~~indemnification~~forward-looking ~~agreement~~statements can be identified by the use of words such as “believes,” ~~which~~“expects,” is“intends,” ~~substantially~~“plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar toexpressions. ~~the~~These ~~indemnification~~statements ~~agreements~~are ~~entered~~based ~~into~~on bycurrent expectations on the ~~other~~date ~~officers~~of this Form 8-K and ~~directors~~involve a number of ~~the~~risks and uncertainties that may cause actual results to differ significantly. The Company indoes ~~connection~~not ~~with~~assume any obligation to update or revise any such forward-looking statements, whether as the ~~Company’s~~result ~~initial~~of ~~public~~new ~~offering~~developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

InParticipants ~~connection~~in ~~with~~ the ~~appointment,~~Solicitation Mr. Nice has agreed to become a party to that certain letter agreement, dated December 9, 2020, by and among the Company, the Company’s directors and officers (the “Letter Agreement”) and entered into a joinder to the Letter Agreement on January 11, 2022.

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 No.		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: ~~January~~November 113, 2022


PERIPHAS CAPITAL PARTNERING CORPORATION

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

Filing Compare · Periphas Capital Partnering Corp