Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:07PM
Edgar (US Regulatory)
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 Statement)
Check the Appropriate Box to
Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| 1. |
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Names of Reporting Persons
PCPC Holdings, LLC |
| 2. |
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of
Class Represented by Amount in Row (9) 0% |
| 12. |
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Type of Reporting Person
(See Instructions) OO |
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| 1. |
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Names of Reporting Persons
Sanjeev Mehra |
| 2. |
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization
USA |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of
Class Represented by Amount in Row (9) 0% |
| 12. |
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Type of Reporting Person
(See Instructions) IN |
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| Item 1(a). |
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Name of Issuer: |
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Periphas Capital Partnering Corporation (the “Issuer”) |
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| Item 1(b). |
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Address of Issuer’s Principal Executive Offices: |
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667 Madison Avenue, 15th Floor New York, NY
10065 |
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| Item 2(a). |
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Names of Persons Filing: |
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This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting
Persons”: 1. PCPC
Holdings, LLC (the “Sponsor”)
2. Sanjeev Mehra |
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| Item 2(b). |
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Address of the Principal Business Office or, if None, Residence: |
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667 Madison Avenue, 15th Floor New York, NY
10065 |
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| Item 2(c). |
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Citizenship: |
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See responses to Item 4 on each cover page. |
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| Item 2(d). |
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Title of Class of Securities: |
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Class A Common Stock, $0.0001 par value per share |
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| Item 2(e). |
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CUSIP Number: |
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713895100 |
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| Item 3. |
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
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Not Applicable. |
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| Item 4. |
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Ownership.
(a) Amount beneficially owned:
See response to Item 9 on each cover page.
(b) Percent of Class:
See response to Item 11 on each cover
page. |
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(c) Number of shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the
vote: See responses to Item 5 on each cover page.
(ii) Shared power to vote or to
direct the vote: See responses to Item 6 on each cover
page. (iii) Sole power to
dispose or to direct the disposition of: See responses to
Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. |
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| Item 5. |
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Ownership of Five Percent or Less of a Class. |
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners
of more than five percent of the class of securities, check the following ☒.
Upon effectiveness of the Issuer’s delisting and deregistration, the Reporting Persons will cease to have reporting obligations with respect to any equity
securities of the Issuer. |
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| Item 6. |
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Ownership of More than Five Percent on Behalf of Another Person. |
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Not Applicable. |
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| Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable. |
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| Item 8. |
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Identification and Classification of Members of the Group. |
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Not Applicable. |
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| Item 9. |
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Notice of Dissolution of Group. |
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Not Applicable. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
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| PCPC Holdings, LLC |
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| By: |
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/s/ Sanjeev Mehra |
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| Name: |
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Sanjeev Mehra |
| Title: |
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Managing Member |
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| Sanjeev Mehra |
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| By: |
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/s/ Sanjeev Mehra |
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