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| CIK | 1824993 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Periphas Capital Partnering Corporation CAPS, each consisting of one share of Class A common stock a
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2023 |
PCPC / Periphas Capital Partnering Corporation / PCPC Holdings, LLC - SC 13G/A Passive Investment SC 13G/A 1 d445168dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Periphas Capital Partnering Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 713895100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Periphas Capital Partnering Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 713895209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| February 14, 2023 |
SC 13G/A 1 p23-0509sc13ga.htm PERIPHAS CAPITAL PARTNERING CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Periphas Capital Partnering Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 713895100 (CUSIP Number) December 31, 2022 (Date of Event Which R |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39784 PERIPHAS CAPITAL PARTNERING CORPORATION (Exact name of registrant |
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| December 28, 2022 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 09, 2023, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d |
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| December 21, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $28. |
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| December 14, 2022 |
Exhibit 99.1 Periphas Capital Partnering Corporation Announces Redemption of Class A Common Stock Expected to Occur On Or About December 21, 2022 NEW YORK, NEW YORK, December 14, 2022 ? On November 29, 2022, Periphas Capital Partnering Corporation (the ?Company?) (NYSE: PCPC) announced that its board of directors (the ?Board?) had determined to redeem all of its outstanding shares of Class A commo |
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| December 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 14, 2022 PERIPHAS CAPITAL PARTNERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39784 85-3046972 (State or other jurisdiction of |
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| December 2, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): November 30, 2022 PERIPHAS CAPITAL PARTNERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39784 85-3046972 (State or other jurisdiction of |
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| November 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 29, 2022 PERIPHAS CAPITAL PARTNERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39784 85-3046972 (State or other jurisdiction of |
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| November 29, 2022 |
Periphas Capital Partnering Corporation Announces Redemption of Class A Common Stock 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 stateme |
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| November 14, 2022 |
DEF 14A 1 d407877ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Pr |
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| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERIPHAS CAPITAL PARTNERING |
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| November 3, 2022 |
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): 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 i |
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| November 3, 2022 |
Form of Investor Support Agreement. Exhibit 10.1 FORM OF INVESTOR SUPPORT AGREEMENT THIS INVESTOR SUPPORT AGREEMENT (this ?Agreement?) is dated as of [], 2022 by and among Periphas Capital Partnering Corporation, a Delaware corporation (?PCPC?), and the shareholder of PCPC whose name appears on the signature page of this Agreement (the ?Investor?). RECITALS WHEREAS, PCPC was formed for the purpose of identifying a company to partner |
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| November 3, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): 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 i |
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| October 31, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use |
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| September 22, 2022 |
Periphas Capital Partnering Corporation 667 Madison Avenue, 15th Floor New York, New York 10065 September 22, 2022 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N. |
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| August 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERIPHAS CAPITAL PARTNERING CORPORATI |
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| August 11, 2022 |
Promissory Note, dated as of August 9, 2022, issued by the Company to PCPC Holdings, LLC. Exhibit 10.1 PROMISSORY NOTE $200,000 As of August 9, 2022 Periphas Capital Partnering Corporation, a Delaware corporation and blank check company (the ?Maker?), promises to pay to the order of PCPC Holdings, LLC, a Delaware limited liability company (together with its successors and assigns, the ?Payee?), the principal sum of TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($200,000) in lawful money of t |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERIPHAS CAPITAL PARTNERING CORPORAT |
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| March 22, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Periphas Capital Partnering Corpo |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
PCPC / Periphas Capital Partnering Corporation / PCPC Holdings, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Periphas Capital Partnering Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 713895100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropr |
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| February 14, 2022 |
EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A common stock, par value $0. |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) PERIPHAS CAPITAL PARTNERING CORPORATION (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 713895100 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropri |
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| January 11, 2022 |
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, 2022 PERIPHAS CAPITAL PARTNERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39784 85-3046972 (State or other jurisdiction of i |
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| December 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERIPHAS CAPITAL PARTNERING CO |
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| December 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Periphas Capital Partnering Cor |
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| December 3, 2021 |
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): December 1, 2021 PERIPHAS CAPITAL PARTNERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39784 85-3046972 (State or other jurisdiction of i |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERIPHAS CAPITAL PARTNERING CORPORATION (Exact nam |
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| August 13, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERIPHAS CAPITAL PARTNERING CORPORATI |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERIPHAS CAPITAL PARTNERING CORPORATION (Exact name of |
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| May 28, 2021 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 25, 2021 PERIPHAS CAPITAL PARTNERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39784 85-3046972 (State or other jurisdiction of incor |
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| May 25, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K /A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Periphas Cap |
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| May 25, 2021 |
8-K 1 d185403d8k.htm 8-K 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): May 25, 2021 PERIPHAS CAPITAL PARTNERING CORP. (Exact name of registrant as specified in its charter) Delaware 001-39784 85-3046972 (State or other ju |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39784 SEC FILE NUMBER 713895 100 CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q and Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra |
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| March 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Periphas Capital Partnering Corpo |
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| March 30, 2021 |
Description of Registrant’s Securities.(3) Exhibit 4.5 PERIPHAS CAPITAL PARTNERING CORPORATION DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Periphas Capital Partnering Corporation is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation and bylaws incorporated b |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Periphas Capital Partnering Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 713895100 (CUSIP Number) December 31, 2020 Date of Event Which Requires Filing of the Statement Che |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 16, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G/A filed herewith (and any amendments thereto), relating to the Class A common stock of Periphas Capital Partnering Corporation, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, |
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| February 11, 2021 |
EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A Common Stock, $0.0001 par value per share, and further agree that this Joint Filing Agre |
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| February 11, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Periphas Capital Partnering Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 713895100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| January 27, 2021 |
EX-99.1 Exhibit 99.1 Periphas Capital Partnering Corporation Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing February 1, 2021 NEW YORK—(BUSINESS WIRE) — Periphas Capital Partnering Corporation (NYSE: PCPC.U) (the “Company”) announced that, commencing February 1, 2021, holders of the CAPSTM sold in the Company’s initial public offering of 16,560,000 CAPS |
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| January 27, 2021 |
Financial Statements and Exhibits, 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 i |
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| January 25, 2021 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Periphas Capital Partnering Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 713895209** (CUSIP Number) January 13, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to de |
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| December 28, 2020 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Periphas Capital Partnering Corporation, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on |
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| December 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Periphas Capital Partnering Corporation (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 713895209** (CUSIP Number) December 14, 2020 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to wh |
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| December 21, 2020 |
JOINT FILING AGREEMENT PERIPHAS CAPITAL PARTNERING CORP. EXHIBIT 1 JOINT FILING AGREEMENT PERIPHAS CAPITAL PARTNERING CORP. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and |
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| December 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Periphas Capital Partnering Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 713895209 (CUSIP Number) December 14, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| December 18, 2020 |
Financial Statements and Exhibits, Other Events - 8-K 8-K 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): December 14, 2020 Periphas Capital Partnering Corporation (Exact name of registrant as specified in its charter) Delaware 001-39784 85-3046972 (State or other jurisdiction |
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| December 18, 2020 |
EX-99.1 Exhibit 99.1 PERIPHAS CAPITAL PARTNERING CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 14, 2020 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Periphas Capital Partnering Corporation Opinion on the Financial Statement We have audited the acc |
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| December 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PERIPHAS CAPITAL PARTNERING CORPORATION (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 713895209** (CUSIP Number) DECEMBER 10, 2020 (Date of event which requires filing of this statement) Check the appropriate box to desig |
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| December 15, 2020 |
Amended and Restated Certificate of Incorporation.(1) EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PERIPHAS CAPITAL PARTNERING CORPORATION Periphas Capital Partnering Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (“DGCL”) (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is Perip |
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| December 15, 2020 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1) EX-4.1 Exhibit 4.1 WARRANT AGREEMENT between PERIPHAS CAPITAL PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 14, 2020, is by and between Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “ |
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| December 15, 2020 |
Amended and Restated Bylaws (1) EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BY LAWS OF PERIPHAS CAPITAL PARTNERING CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as th |
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| December 15, 2020 |
EX-10.5 Exhibit 10.5 December 9, 2020 Periphas Capital Partnering Corporation 667 Madison Avenue, 15th Floor New York, New York 10065 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) |
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| December 15, 2020 |
EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2020 by and between Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form |
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| December 15, 2020 |
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): December 9, 2020 Periphas Capital Partnering Corporation (Exact name of registrant as specified in its charter) Delaware 001-39784 85-3046972 (State or other jurisdiction of i |
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| December 15, 2020 |
Forward Purchase Agreements between the Company and the Anchor Investors(1) EX-10.6 Exhibit 10.6 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2020, by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and (the “Purchaser”). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar |
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| December 15, 2020 |
Administrative Services Agreement between the Company and the Sponsor (1) EX-10.4 Exhibit 10.4 PERIPHAS CAPITAL PARTNERING CORPORATION 667 Madison Avenue, 15th Floor New York, New York 10065 December 14, 2020 PCPC Holdings, LLC 667 Madison Avenue, 15th Floor New York, New York 10065 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Periphas Capital Partnering Corporation (the “Company”) and PCPC Holdings, LLC (“Sponsor”), da |
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| December 15, 2020 |
EX-10.2 Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2020, is made and entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), PCPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed und |
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| December 15, 2020 |
Amended and Restated Certificate of Incorporation (1) EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERIPHAS CAPITAL PARTNERING CORPORATION December 11, 2020 Periphas Capital Partnering Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Periphas Capital Partnering Corporation”. The original certifica |
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| December 15, 2020 |
Private Placement CAPS™ Purchase Agreement between the Company and the Sponsor(1) EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENT THIS PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 9, 2020, is entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and PCPC Holdings, LLC, a Delaware limited |
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| December 15, 2020 |
Underwriting Agreement between the Company and Evercore Group L.L.C. EX-1.1 Exhibit 1.1 14,400,000 CAPSTM Periphas Capital Partnering Corporation UNDERWRITING AGREEMENT December 9, 2020 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 As Representative of the several Underwriters Ladies and Gentlemen: Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several |
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| December 14, 2020 |
$360,000,000 14,400,000 CAPSTM (Capital which Aligns and Partners with a Sponsor) 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-249729 and 333-251246 PROSPECTUS $360,000,000 14,400,000 CAPSTM (Capital which Aligns and Partners with a Sponsor) Our Purpose: Periphas Capital Partnering Corporation is a newly organized company, incorporated as a Delaware corporation, established for the purpose of identifying a company to partner with in order to eff |
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| December 10, 2020 |
S-1MEF As filed with the U.S. Securities and Exchange Commission on December 9, 2020 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Periphas Capital Partnering Corporation (Exact name of registrant as specified in its charter) Delaware 6770 85-3046972 (St |
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| December 9, 2020 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PERIPHAS CAPITAL PARTNERING CORPORATION (Exact Name Of Registrant As Specified In Its Charter) Delaware 85-3046972 (State of incorporation or organization) (I. |
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| December 4, 2020 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on December 3, 2020 under the Securities Act of 1933, as amended. No. 333-249729 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Periphas Capital Partnering Corporation (Exact name of registrant as specified in |
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| December 4, 2020 |
Form of Amended and Restated Certificate of Incorporation. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERIPHAS CAPITAL PARTNERING CORPORATION , 2020 Periphas Capital Partnering Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Periphas Capital Partnering Corporation”. The original certificate of incor |
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| December 4, 2020 |
EX-10.1 Exhibit 10.1 , 2020 Periphas Capital Partnering Corporation 667 Madison Avenue, 15th Floor New York, New York 10065 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be ente |
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| December 4, 2020 |
EX-10.3 Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2020, is made and entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), PCPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder o |
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| December 4, 2020 |
Form of Forward Purchase Agreement between the Registrant and the Anchor Investors. EX-10.9 Exhibit 10.9 FORM OF FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [], 2020, by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and [], a [] (the “Purchaser”). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorgan |
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| November 5, 2020 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on November 5, 2020 under the Securities Act of 1933, as amended. No. 333-249729 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Periphas Capital Partnering Corporation (Exact name of registrant as specified in |
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| October 29, 2020 |
Form of Indemnity Agreement. (2) EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th |
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| October 29, 2020 |
EX-10.3 Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2020, is made and entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), PCPC Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder o |
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| October 29, 2020 |
Form of Private Placement CAPSTM Purchase Agreement among the Registrant and PCPC Holdings, LLC. EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENT THIS PRIVATE PLACEMENT CAPS™ PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of , 2020, is entered into by and among Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and PCPC Holdings, LLC, a Delaware limited liability |
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| October 29, 2020 |
Promissory Note issued to PCPC Holdings, LLC.(2) EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| October 29, 2020 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 12,000,000 CAPSTM Periphas Capital Partnering Corporation UNDERWRITING AGREEMENT November [●], 2020 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 As Representative of the several Underwriters Ladies and Gentlemen: Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the severa |
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| October 29, 2020 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PERIPHAS CAPITAL PARTNERING CORPORATION ARTICLE ONE The name of the corporation is Periphas Capital Partnering Corporation (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of i |
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| October 29, 2020 |
EX-3.3 Exhibit 3.3 BYLAWS OF PERIPHAS CAPITAL PARTNERING CORPORATION a Delaware corporation ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The |
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| October 29, 2020 |
EX-10.7 Exhibit 10.7 Periphas Capital Partnering Corporation 667 Madison Avenue, 15th Floor New York, NY 10065 September 14, 2020 PCPC Holdings, LLC 667 Madison Avenue, 15th Floor New York, NY 10065 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer PCPC Holdings, LLC (the “Subscriber” or “you”) has made to purchase 120,000 shares of Class B common stock |
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| October 29, 2020 |
Power of Attorney (included on signature page to the initial filing of the Registration Statement).* S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on October 29, 2020 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Periphas Capital Partnering Corporation (Exact name of registrant as specified in its charter) Delaware 6770 |
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| October 29, 2020 |
EX-99.4 Exhibit 99.4 CONSENT OF MATT ESPE Periphas Capital Partnering Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby cons |
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| October 29, 2020 |
EX-99.3 Exhibit 99.3 CONSENT OF ERIC DOBKIN Periphas Capital Partnering Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby co |
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| October 29, 2020 |
Form of Administrative Services Agreement among the Registrant and PCPC Holdings, LLC. EX-10.8 Exhibit 10.8 PERIPHAS CAPITAL PARTNERING CORPORATION 667 Madison Avenue, 15th Floor New York, New York 10065 , 2020 PCPC Holdings, LLC 667 Madison Avenue, 15th Floor New York, New York 10065 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Periphas Capital Partnering Corporation (the “Company”) and PCPC Holdings, LLC (“Sponsor”), dated as of t |
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| October 29, 2020 |
EX-99.1 Exhibit 99.1 CONSENT OF JEFF DODGE Periphas Capital Partnering Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby con |
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| October 29, 2020 |
EX-99.2 Exhibit 99.2 CONSENT OF ALLEN SPIZZO Periphas Capital Partnering Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby c |
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| October 29, 2020 |
Form of Specimen CAPS™ Certificate.(2) EX-4.1 Exhibit 4.1 NUMBER CAPS™ U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP PERIPHAS CAPITAL PARTNERING CORPORATION CAPS™ CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-QUARTER OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of CAPS™. Each CAPS™ (“CAPS™”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common |
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| October 29, 2020 |
Form of Amended and Restated By Laws. EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BY LAWS OF PERIPHAS CAPITAL PARTNERING CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as th |
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| October 29, 2020 |
EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020 by and between Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 3 |
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| October 29, 2020 |
EX-10.1 Exhibit 10.1 , 2020 Periphas Capital Partnering Corporation 667 Madison Avenue, 15th Floor New York, New York 10065 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be ente |
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| October 29, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between PERIPHAS CAPITAL PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between Periphas Capital Partnering Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Age |
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| October 29, 2020 |
Form of Specimen Warrant Certificate.(2) EX-4.3 Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW PERIPHAS CAPITAL PARTNERING CORPORATION Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, i |
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| October 29, 2020 |
Form of Specimen Class A Common Stock Certificate.(2) EX-4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP PERIPHAS CAPITAL PARTNERING CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF PERIPHAS CAPITAL PARTNERING CORPORATION (THE “CORPORATION”) transferabl |
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| October 29, 2020 |
Form of Amended and Restated Certificate of Incorporation. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERIPHAS CAPITAL PARTNERING CORPORATION , 2020 Periphas Capital Partnering Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Periphas Capital Partnering Corporation”. The original certificate of incor |
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| September 25, 2020 |
DRS Table of Contents As submitted confidentially with the U.S. Securities and Exchange Commission on September 25, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEM |
