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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 Perimeter Solutions, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001 |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 PERIMETER SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41027 33-2098357 (State or other jurisdiction of incorporation) (Commissio |
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| August 7, 2025 |
Perimeter Solutions Reports Second Quarter 2025 Financial Results Exhibit 99.1 Perimeter Solutions Reports Second Quarter 2025 Financial Results August 7, 2025 Second quarter Net Loss of $32.2M and Adjusted Net Income of $57.1M Continued value driver execution and normalized fire activity drove second quarter Adjusted EBITDA of $91.3M Second quarter Loss Per Diluted Share of $0.22 and Adjusted Earnings Per Diluted Share of $0.39 Clayton, Missouri, August 7, 2025 |
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| May 29, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 PERIMETER SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41027 33-2098357 (State or other jurisdiction of incorporation) (Commission |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00 |
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| May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 PERIMETER SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41027 33-2098357 (State or other jurisdiction of incorporation) (Commission F |
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| May 8, 2025 |
Perimeter Solutions Reports First Quarter 2025 Financial Results Exhibit 99.1 Perimeter Solutions Reports First Quarter 2025 Financial Results May 8, 2025 First quarter Net Income of $56.7M and Adjusted Net Income of $4.1M Strong execution and early season fire activity drove first quarter Adjusted EBITDA of $18.1M First quarter Earnings Per Diluted Share of $0.36 and Adjusted Earnings Per Diluted Share of $0.03 First IMS add-on product line acquisitions comple |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitiv |
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| February 20, 2025 |
Subsidiaries of Perimeter Solutions, Exhibit 21.1 SUBSIDIARIES OF PERIMETER SOLUTIONS, INC. As of December 31, 2024 Subsidiary Jurisdiction of Formation 3PO LLC Delaware Auxquimia S.A.U. Spain Biogema S.A.S. France First Response Fire Rescue, LLC Delaware H&S Transport, LLC Delaware Horn Holdings, LLC Delaware IMS DE Holdings, LLC Delaware Intelligent Manufacturing Solutions, LLC Delaware Invictus France S.A.S. France LaderaTech, Inc |
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| February 20, 2025 |
Exhibit 4.1 DESCRIPTION OF SECURITIES The following summarizes the material terms of the common stock and preferred stock of Perimeter Solutions, Inc. (“we,” “us,” “our,” and the “Company”) as set forth in our certificate of incorporation (the “Charter”) (including, without limitation, any certificates of designation that may govern the outstanding series of preferred stock) and our bylaws (the “B |
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| February 20, 2025 |
Perimeter Solutions Reports Fourth Quarter 2024 Financial Results Exhibit 99.1 Perimeter Solutions Reports Fourth Quarter 2024 Financial Results February 20, 2025 Full year Earnings (Loss) Per Diluted Share of ($0.04) and Adjusted Earnings Per Diluted Share of $1.11 Net Income (Loss) of ($5.9M) and Adjusted Net Income of $163.4M Strong 2024 results demonstrate operational value driver transformation - Adjusted EBITDA approximately doubled in three years with min |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41027 PERIMETER S |
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| February 20, 2025 |
Perimeter Solutions, Inc. Insider Trading Policy Exhibit 19.1 PERIMETER SOLUTIONS INSIDER TRADING POLICY Last Revised July 2024 Prepared by Legal and Compliance Department, Finance Department Related Policies: Perimeter Solutions Business Conduct and Ethics Expectations Perimeter Solutions Media Policy Perimeter Solutions Regulation FD Compliance and External Communications Policy Perimeter Solutions Policies and Procedures for Shareholder Commu |
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| February 20, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 PERIMETER SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41027 33-2098357 (State or other jurisdiction of incorporation) (Commis |
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| February 11, 2025 |
As filed with the Securities and Exchange Commission on February 11, 2025 As filed with the Securities and Exchange Commission on February 11, 2025 Registration No. |
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| February 11, 2025 |
As filed with the Securities and Exchange Commission on February 11, 2025 As filed with the Securities and Exchange Commission on February 11, 2025 Registration No. |
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| November 22, 2024 |
PRM / Perimeter Solutions, Inc. / Meritage Group LP - FORM SC 13G/A Passive Investment SC 13G/A 1 dp221027sc13ga-4.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* PERIMETER SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 71385M107 (CUSIP Number) November 22, 2024 (Date of Event which Requires Filing of this St |
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| November 20, 2024 |
Bylaws of Perimeter Solutions, Inc. Exhibit 3.2 Bylaws of Perimeter Solutions, Inc. (a Delaware corporation) As of November 20, 2024 Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meetings 1 2.4 Notice of Business to be Brought Before a Meeting 2 2.5 Notice of Nominations for Election t |
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| November 20, 2024 |
Certificate of Incorporation of Perimeter Solutions, Inc. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PERIMETER SOLUTIONS, INC. ARTICLE I The name of the corporation is Perimeter Solutions, Inc. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of its registered agent at such address is The |
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| November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 PERIMETER SOLUTIONS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41027 98-1632942 (State or Other Jurisdiction of Incorporation) (Commis |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpo |
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| November 12, 2024 |
Perimeter Solutions SA Q3 2024 Earnings November 12, 2024 2 Certain statements in this presentation and discussion are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on Perimeter Solutions, SA’s (the “Company”) expectations, intentions and projections regarding the Company’s future performance, anticipated events or trends and other matters that are not historical facts. |
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| November 12, 2024 |
Perimeter Solutions Reports Third Quarter 2024 Financial Results Exhibit 99.1 Perimeter Solutions Reports Third Quarter 2024 Financial Results November 12, 2024 Strong financial results driven by rigorous operational value driver implementation as well as normalization of key end-markets Continued aggressive capital and operational investments to support our customers’ critical missions in 2024 and beyond Well positioned for capital allocation with >$200M of ba |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numbe |
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| October 30, 2024 |
Table of Contents Proxy Statement Filed pursuant to Rule 424(b)(3) Registration Statement No. |
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| October 28, 2024 |
Perimeter Solutions, SA 28, Boulevard F.W. Raiffeisen L-2411 Luxembourg Grand Duchy of Luxembourg Perimeter Solutions, SA 28, Boulevard F.W. Raiffeisen L-2411 Luxembourg Grand Duchy of Luxembourg October 28, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Perimeter Solutions, SA Registration Statement on Form S-4 Filed July 31, 2024 (File No. 333-281134) Ladies and Gentlemen: In accordance with Rule 461 under the S |
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| October 25, 2024 |
Form of Voting Form for Existing Preferred Shareholders Exhibit 99.3 Perimeter Solutions Société anonyme (public limited liability company) 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 256.548 (the “Company”) Voting form Dear Shareholder, You are receiving the present voting form ahead of the filing of the Form S-4 relating to the transaction described herein (the “Transaction”) since you have accepted |
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| October 25, 2024 |
As filed with the U.S. Securities and Exchange Commission on October 25, 2024 S-4/A 1 d860356ds4a.htm S-4/A As filed with the U.S. Securities and Exchange Commission on October 25, 2024 Registration No. 333-281134 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Perimeter Solutions, SA* (Exact name of Registrant as specified in its charter) Grand Duchy of Luxembourg 28 |
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| October 25, 2024 |
EX-FILING FEES Calculation of Filing Fee Tables Form S-4/A (Form Type) Perimeter Solutions, SA (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0. |
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| October 1, 2024 |
Perimeter Solutions Announces Warrant Instrument Amendment to Permit Holders of Warrants that Expire on November 11, 2024 to Exercise both on a Cash and Cashless Basis Clayton, Missouri, September 30, 2024 – Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of mission-critical firefighting products and services, as well as high-quality phosphorus-based specialty chemicals, today announced that the Company will permit holders of all outstanding warrants of the Company ("Warrants") issued to investors in connection with its initial public offering (the "Warrant holders") to exercise their Warrants on a cashless exercise basis beginning, it expects, on or around October 3, 2024. |
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| October 1, 2024 |
SUPPLEMENT NO. 1 TO WARRANT INSTRUMENT This First Supplement to the Warrant Instrument (this “Supplement”) is made as of September 27, 2024 by and among Perimeter Solutions, SA, a public limited company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Company”) and Computershare Inc., a Delaware corporation (“Computershare”) and its wholly-owned sub |
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| October 1, 2024 |
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 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2024 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorp |
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| October 1, 2024 |
NOTICE TO HOLDERS OF WARRANTS OF PERIMETER SOLUTIONS, SA WARRANT CUSIP L7579L114 YOU ARE HEREBY NOTIFIED that Perimeter Solutions, SA (the “Company”) and Computershare Trust Company, as receiving agent, have amended the Warrant Instrument dated as of November 8th, 2021 (the “Instrument”) effective September 27, 2024 to provide that a holder of the above-referenced warrants (the “Warrants”) that is entitled to exercise the Warrants may elect to exercise the Warrants on a cashless basis (in addition to exercise on a cash basis). |
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| September 5, 2024 |
SC 13G/A 1 PERIMETERSOLUTIONSSA.htm FILING PERIMETER SOLUTIONS, SA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* PERIMETER SOLUTIONS, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) August 30, 2024 (Date of Event Which Requi |
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| September 4, 2024 |
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 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpo |
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| September 4, 2024 |
UBS Global Materials Conference September 4, 2024 2 Certain statements in this presentation and discussion are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on Perimeter Solutions, SA’s (the “Company”) expectations, intentions and projections regarding the Company’s future performance, anticipated events or trends and other matters that are not historical facts. |
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| August 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporat |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001 |
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| August 1, 2024 |
Perimeter Solutions Reports Second Quarter 2024 Financial Results Exhibit 99.1 Perimeter Solutions Reports Second Quarter 2024 Financial Results August 1, 2024 Strong Q2 and YTD financial results in both Fire Safety and Specialty Products Improvements driven by rigorous operational value drivers implementation, as well as supportive demand backdrops, in both businesses Actively supporting our customers' life-saving missions during the 2024 fire season Clayton, M |
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| July 31, 2024 |
Form of Certificate of Domestication of Perimeter Solutions Inc. Exhibit 3.4 CERTIFICATE OF CORPORATE DOMESTICATION OF PERIMETER SOLUTIONS, SA Pursuant to Section 388 of the General Corporation Law of the State of Delaware This Certificate of Corporate Domestication, dated as of , 2024 (this “Certificate”), is being executed by Perimeter Solutions, SA, a public limited liability company duly incorporated and validly existing under the laws of the Grand Duchy of |
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| July 31, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 31, 2024 S-4 1 d860356ds4.htm S-4 As filed with the U.S. Securities and Exchange Commission on July 31, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Perimeter Solutions, SA* (Exact name of Registrant as specified in its charter) Grand Duchy of Luxembourg 2800 98-1632942 (State or othe |
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| July 31, 2024 |
EX-FILING FEES Calculation of Filing Fee Tables Form S-4 (Form Type) Perimeter Solutions, SA (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0. |
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| July 31, 2024 |
Form of Indemnification Agreement. Exhibit 10.4 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (this “Agreement”) is effective as of , 2024, by and between Perimeter Solutions, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agre |
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| May 28, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporatio |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporation |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00 |
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| May 9, 2024 |
Perimeter Solutions Reports First Quarter 2024 Financial Results Exhibit 99.1 Perimeter Solutions Reports First Quarter 2024 Financial Results May 9, 2024 Notably stronger YoY Fire Safety results in the seasonally modest first quarter Significant rebound in Specialty Products revenue and Adjusted EBITDA Repurchased 3 million shares in Q1 at an average price of $4.79 Clayton, Missouri, May 9, 2024 – Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Compan |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitiv |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv |
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| March 20, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporat |
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| March 20, 2024 |
Letter from BDO USA, P.C., dated March Exhibit 16.1 Tel: 713-960-1706 2929 Allen Parkway, 20th Floor Fax: 713-960-9549 Houston, TX 77019 www.bdo.com March 19, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on March 18, 2024, to be filed by our former client, Perimeter Solutions, SA. We agree with the |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpo |
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| February 22, 2024 |
Exhibit 10.18 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of November 16, 2022 (this “Agreement”) is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Re |
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| February 22, 2024 |
Exhibit 10.17 Separation and Release Agreement Effective as of November 16, 2023 This Separation and Release Agreement (this “Agreement”) is entered into as of the date first set forth above by and among Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillau |
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| February 22, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpo |
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| February 22, 2024 |
erimeter Solutions, SA Executive Officer Exhibit 97.1 Perimeter Solutions, SA Executive Officer Clawback Policy Approved by the Board of Directors on November 1, 2023 (the “Adoption Date”) I.Purpose This Executive Officer Clawback Policy describes the circumstances under which Covered Persons of Perimeter Solutions, SA and any of its direct or indirect subsidiaries (the “Company”) will be required to repay or return Erroneously-Awarded C |
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| February 22, 2024 |
Subsidiaries of Perimeter Solutions, SA Exhibit 21.1 SUBSIDIARIES OF PERIMETER SOLUTIONS, SA As of December 31, 2023 Subsidiary Jurisdiction of Formation Perimeter Solutions SA Grand Duchy of Luxembourg Everarc Holdings LTD. British Virgin Islands SK Invictus Intermediate S.a.r.l Grand Duchy of Luxembourg SK Invictus Intermediate II S.a.r.l. Grand Duchy of Luxembourg SK Invictus Group S.a.r.l Grand Duchy of Luxembourg Invictus France S. |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41027 PERIMETER S |
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| February 22, 2024 |
Perimeter Solutions Reports Fourth Quarter 2023 Financial Results Exhibit 99.1 Perimeter Solutions Reports Fourth Quarter 2023 Financial Results February 22, 2024 2023 Fire Safety Revenue, Adjusted EBITDA, and Adjusted EBITDA margin roughly flat versus 2022, despite an almost 50% reduction in U.S. acres burned ex-Alaska 2023 Specialty Products’ financial results impacted by inventory destock activity throughout the year Repurchased 6.3 million shares in Q4 at an |
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| February 14, 2024 |
PRM / Perimeter Solutions, SA / WINDACRE PARTNERSHIP LLC - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 prm129243sc13ga2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PERIMETER SOLUTIONS, SA (Name of Issuer) Ordinary Shares, Nominal Value $1.00 per Share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This |
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| February 13, 2024 |
PRM / Perimeter Solutions, SA / Meritage Group LP - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* PERIMETER SOLUTIONS, SA (Name of Issuer) Ordinary Shares, nominal value of $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| January 12, 2024 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PERIMETER SOLUTIONS, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpo |
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| November 13, 2023 |
EX-99.1 2 s110223b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| November 13, 2023 |
SC 13G/A 1 s110223a.htm SCHEDULE 13G (AMENDMENT NO. 3) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) October 31, 2023 (Date of Event Which Requires Filing of This State |
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| November 9, 2023 |
Perimeter Solutions Reports Third Quarter 2023 Financial Results Exhibit 99.1 Perimeter Solutions Reports Third Quarter 2023 Financial Results November 9, 2023 Fire Safety results down YoY, impacted by greater than 40% YTD decline in U.S. acres burned ex-Alaska Suppressants business continues its strong performance Inventory destock persists in Specialty Products Clayton, Missouri, November 9, 2023 – Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Comp |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numbe |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpor |
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| August 9, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpora |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001 |
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| August 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporat |
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| August 3, 2023 |
Perimeter Solutions Reports Second Quarter 2023 Financial Results Exhibit 99.1 Perimeter Solutions Reports Second Quarter 2023 Financial Results August 3, 2023 Fire Safety results down YoY, though significantly outperform the 70% YTD decline in U.S. acres burned ex-Alaska International retardant markets, and global Suppressants business, continue their strong performance Specialty Products fundamentals solid despite a continued weak end-market Over $26 million i |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporati |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv |
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| May 12, 2023 |
Form of 2022 Option Award Agreement (As Amended). Exhibit 10.2 AMENDMENT TO STOCK OPTION AGREEMENT May [], 2023 This Amendment to Option Award Agreement (this “Amendment”) is made and entered into as of the date first set forth above (“Amendment Date”) by and between Perimeter Solutions SA, a public limited liability company (the “Company”) and the undersigned participant (the “Participant”), and amends that certain Stock Option Agreement between |
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| May 12, 2023 |
Form of 2023 Option Award Agreement. Exhibit 10.3 OPTION AGREEMENT STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Perimeter Solutions SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxem |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporation |
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| May 12, 2023 |
Form of 2021 Option Award Agreement (As Amended). Exhibit 10.1 OPTION AGREEMENT STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Perimeter Solutions SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxem |
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| May 12, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-270579 PROSPECTUS Perimeter Solutions, SA 8,460,860 Ordinary Shares and 126,097,150 Ordinary Shares Offered by Selling Securityholders This prospectus relates to (i) the issuance by us of 8,460,860 of our ordinary shares having a nominal value of $1.00 per share (the “Ordinary Shares”) that may be issued upon the exercise of warrants |
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| May 10, 2023 |
Perimeter Solutions Reports First Quarter 2023 Financial Results Exhibit 99.1 Perimeter Solutions Reports First Quarter 2023 Financial Results May 10, 2023 Solid Fire Safety performance in the seasonally small first quarter Improved sequential results in Specialty Products Over $10 million in share repurchases year to date in 2023 Clayton, Missouri, May 10, 2023 – Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of mission- |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporatio |
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| May 10, 2023 |
Perimeter Solutions, SA 12E rue Guillaume Kroll L-1882 Luxembourg Grand Duchy of Luxembourg May 10, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attn: Ms. |
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| May 10, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of March 8, 2023 (this “Agreement”) is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre |
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| May 10, 2023 |
Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT AND OPTION AGREEMENT THIS AMENDMENT, dated as of March 8, 2023 (this “Amendment”), to the Employment Agreement, dated October 1, 2021 (“Employment Agreement”), and the Option Agreement (2021) (Stock Option Grant Notice and Stock Option Agreement), with respect to the options granted November 8, 2021 (the “Option Agreement”), is made by and between Per |
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| May 10, 2023 |
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of October 1, 2021 (this “Agreement”) is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Regis |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00 |
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| May 5, 2023 |
As filed with the Securities and Exchange Commission on May 5, 2023 As filed with the Securities and Exchange Commission on May 5, 2023 Registration No. |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitiv |
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| April 26, 2023 |
April 26, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attn: Mr. |
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| March 21, 2023 |
March 21, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Perimeter Solutions, SA Registration Statement on Form S-3 File No. 333-270579 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-3 (File No. 333-270579) filed with the Securities and Exchange Commission (the “Commission”) by Perimeter Solutions, SA on March 15, 2023 (the “Reg |
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| March 15, 2023 |
Calculation of Filing Fee Table. Exhibit 107.1 Calculation of Filing Fee Table Form S-3 (Form Type) Perimeter Solutions, SA (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate (4) Amount of Registration Fee (4) Carry For |
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| March 15, 2023 |
As filed with the Securities and Exchange Commission on March 15, 2023 As filed with the Securities and Exchange Commission on March 15, 2023 Registration No. |
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| March 14, 2023 |
424B3 1 prospectussupplementno4.htm 424B3 Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-260798 March 14, 2023 PROSPECTUS SUPPLEMENT NO. 4 PERIMETER SOLUTIONS, SA 8,505,000 Ordinary Shares and 116,304,810 Ordinary Shares This prospectus supplement amends the prospectus dated November 12, 2021, as supplemented on June 3, 2022, August 9, 2022 and November 22, 2022 (t |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporati |
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| March 9, 2023 |
Exhibit 99.1 Perimeter Solutions Enhances Senior Management Structure to Embrace the Future of the Fire Safety Industry Clayton, MO 9 March 2023 – The Board of Directors of Perimeter Solutions SA (NYSE: PRM) (“Perimeter” or the “Company”) is pleased to announce the following modifications to the Company’s senior management structure: a.Edward Goldberg will assume the position of Vice Chairman b.Ha |
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| March 1, 2023 |
Subsidiaries of Perimeter Solutions, SA Exhibit 21.1 SUBSIDIARIES OF PERIMETER SOLUTIONS, SA As of December 31, 2022 Subsidiary Jurisdiction of Formation Perimeter Solutions SA Grand Duchy of Luxembourg Everarc Holdings LTD. British Virgin Islands SK Invictus Intermediate S.a.r.l Grand Duchy of Luxembourg SK Invictus Intermediate II S.a.r.l. Grand Duchy of Luxembourg SK Invictus Group S.a.r.l Grand Duchy of Luxembourg Invictus France S. |
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| March 1, 2023 |
Exhibit 10.15 EMPLOYMENT AGREEMENT THIS AGREEMENT, signed as of April 29, 2022 and effective as of May 6, 2022 (this “Agreement”) is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembo |
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| March 1, 2023 |
Exhibit 4.1 DESCRIPTION OF SECURITIES Ordinary Shares Share Capital Perimeter Solutions, SA (“PSSA”) a public company limited by shares (société anonyme) was incorporated on June 21, 2021 by EverArc Holdings Limited (“EverArc”), with an initial share capital of $40,000, represented by 40,000 PSSA ordinary shares with a nominal value of $1.00 per share (“PSSA Ordinary Shares”). PSSA’s share capital |
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| March 1, 2023 |
by and between Perimeter Solutions, SA and Exhibit 10.16 Separation and Release Agreement January 13, 2023 This Separation and Release Agreement (this “Agreement”) is entered into as of the date first set forth above by and among Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41027 PERIMETER S |
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| February 28, 2023 |
Perimeter Solutions Reports Fourth Quarter 2022 Results Exhibit 99.1 Perimeter Solutions Reports Fourth Quarter 2022 Results February 28, 2023 Net sales decreased 1% year-over-year in 2022, due primarily to the mild North America fire season, and strong growth in Specialty Products Fire Safety Adjusted EBITDA decreased 34% in 2022 due primarily to the mild fire season; Specialty Products Adjusted EBITDA increased 104% in 2022 due primarily to strong va |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpo |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpo |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpo |
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| February 14, 2023 |
SC 13G/A 1 o23230sc13ga1.htm PERIMETER SOLUTIONS - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PERIMETER SOLUTIONS, SA (Name of Issuer) Ordinary Shares, Nominal Value $1.00 per Share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requ |
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| February 14, 2023 |
SC 13G/A 1 s60733331a.htm SCHEDULE 13G/A, AMENDMENT #2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Stat |
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| February 14, 2023 |
PRM / Perimeter Solutions, SA Ordinary Shares / TIGER GLOBAL MANAGEMENT LLC Passive Investment SC 13G/A 1 d993461613g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, with a nominal value of $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) |
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| February 14, 2023 |
EX-99.1 2 s60733331b.htm THE IDENTITY AND THE ITEM 3 CLASSIFICATION OF THE RELEVANT SUBSIDIARY EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| February 13, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Perimeter Solutions SA (Name of Issuer) Common Stock (Title of Class of Securities) L7579L106 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 13, 2023 |
SC 13G/A 1 p23-0755sc13ga.htm PERIMETER SOLUTIONS, SA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2021** (Date of Event Which Requires Filing of this Sta |
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| February 13, 2023 |
PRM / Perimeter Solutions, SA Ordinary Shares / Meritage Group LP - FORM SC 13G/A Passive Investment SC 13G/A 1 dp188605sc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PERIMETER SOLUTIONS, SA (Name of Issuer) Ordinary Shares, nominal value of $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of thi |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designa |
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| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2023 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpor |
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| December 9, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) November 30, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule |
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| December 9, 2022 |
EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| November 22, 2022 |
Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-260798 November 22, 2022 PROSPECTUS SUPPLEMENT NO. 3 PERIMETER SOLUTIONS, SA 8,505,000 Ordinary Shares and 116,304,810 Ordinary Shares This prospectus supplement amends the prospectus dated November 12, 2021, as supplemented on August 9, 2022 (the ?Prospectus?) of Perimeter Solutions, SA, a public company limited by sh |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x 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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numbe |
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| November 4, 2022 |
Perimeter Solutions Reports Third Quarter 2022 Financial Results Exhibit 99.1 Perimeter Solutions Reports Third Quarter 2022 Financial Results November 4, 2022 Net sales decreased 18% in Q3-2022 as compared to Q3-2021 driven by the mild North America fire season Fire Safety Q3 Adjusted EBITDA of $60.4 million; Specialty Products Q3 Adjusted EBITDA of $15.3 million Year-to-date net income of $123.7 million and consolidated Adjusted EBITDA of $123.3 million New $ |
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| November 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2022 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpor |
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| August 9, 2022 |
Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-260798 August 9, 2022 PROSPECTUS SUPPLEMENT NO. 2 PERIMETER SOLUTIONS, SA 8,505,000 Ordinary Shares and 116,304,810 Ordinary Shares This prospectus supplement amends the prospectus dated November 12, 2021, as supplemented on June 3, 2022 (the ?Prospectus?) of Perimeter Solutions, SA, a public company limited by shares |
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| August 5, 2022 |
Perimeter Solutions Reports Second Quarter 2022 Financial Results Exhibit 99.1 Perimeter Solutions Reports Second Quarter 2022 Financial Results August 5, 2022 Net sales increased 31% year-to-date, with solid growth in both the Fire Safety and Specialty Products businesses Adjusted EBITDA increased 39% year-to-date, with solid growth in both businesses Oil Additives renamed Specialty Products to better reflect the business's current and expanding applications an |
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| August 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporat |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x 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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001 |
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| July 21, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2022 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporati |
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| June 3, 2022 |
Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-260798 June 3, 2022 PROSPECTUS SUPPLEMENT NO. 1 PERIMETER SOLUTIONS, SA 8,505,000 Ordinary Shares and 116,304,810 Ordinary Shares This prospectus supplement amends the prospectus dated November 12, 2021 (as supplemented to date, the ?Prospectus?) of Perimeter Solutions, SA, a public company limited by shares (soci?t? a |
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| May 10, 2022 |
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, signed as of April 29th and effective as of May 6, 2022 (this ?Agreement?) is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg a |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x 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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00 |
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| May 10, 2022 |
Separation Agreement, dated May 2, 2022, by and between the Company and Barry Lederman. Exhibit 10.1 Separation and Release Agreement Entered into as of May 2, 2022, Effective as of May 6, 2022 This Separation and Release Agreement (this ?Agreement?) is entered into as of the date first set forth above by and among Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered o |
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| May 9, 2022 |
Perimeter Solutions Reports First Quarter 2022 Financial Results Exhibit 99.1 Perimeter Solutions Reports First Quarter 2022 Financial Results May 9, 2022 Net sales increased 70% year-over-year, with strong growth in both the Fire Safety and Oil Additives businesses Fire Safety Adjusted EBITDA increased in the seasonally modest first quarter Oil Additives Adjusted EBITDA increased 97% in Q1, driven by execution on our operational value drivers Clayton, Missouri |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporation |
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| May 4, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pur |
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| May 4, 2022 |
EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| May 4, 2022 |
AGREEMENT OF REPORTING PERSONS EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv |
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| May 2, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Perimeter Solutions, SA (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Fees Previously Paid Equity Ordinary Shares Other(1) 8,505,000(2) $12. |
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| May 2, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on May 2, 2022 Registration No. |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporat |
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| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv |
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| April 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporati |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-410 |
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| March 31, 2022 |
Form of Option Award Agreement (2021). Exhibit 10.11 OPTION AGREEMENT (2021) STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Perimeter Solutions SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Soci?t? |
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| March 31, 2022 |
Form of Option Award Agreement (2022). Exhibit 10.12 OPTION AGREEMENT (2021) STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Perimeter Solutions SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Soci?t? |
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| March 31, 2022 |
Subsidiaries of Perimeter Solutions, SA Exhibit 21.1 SUBSIDIARIES OF PERIMETER SOLUTIONS, SA As of December 31, 2021 Subsidiary Jurisdiction of Formation Perimeter Solutions SA Grand Duchy of Luxembourg Everarc Holdings LTD. British Virgin Islands SKII S.a.r.l Grand Duchy of Luxembourg SKII II S.a.r.l. Grand Duchy of Luxembourg SKIG S.a.r.l Grand Duchy of Luxembourg Invictus France S.A.S France Biogema S.A.S. France Invictus US Holdings |
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| March 24, 2022 |
Perimeter Solutions Reports Fourth Quarter 2021 Results Exhibit 99.1 Perimeter Solutions Reports Fourth Quarter 2021 Results March 24, 2022 Listed on The New York Stock Exchange under the symbol "PRM" on November 9, 2021 Strong full year performance in the Fire Safety segment despite lapping the record 2020 U.S. fire season Clayton, Missouri, March 24, 2022 - Perimeter Solutions, SA (NYSE: PRM) ("Perimeter" or the "Company"), a leading provider of miss |
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| March 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2022 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorporat |
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| February 18, 2022 |
Unregistered Sales of Equity Securities, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 15, 2022 PERIMETER SOLUTIONS, SA (Exact Name of Registrant as Specified in its Charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or Other Jurisdiction of Incorpor |
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| February 15, 2022 |
DE:6OL / Perimeter Solutions SA / Tiger Eye Capital LLC - AMENDMENT TO SC 13G Passive Investment Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 15, 2022 |
Tiger Eye Capital LLC SC 13G Page 13 of 13 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240. |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 11, 2022 |
DE:6OL / Perimeter Solutions SA / Meritage Group LP - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PERIMETER SOLUTIONS, SA (Name of Issuer) Ordinary Shares, nominal value of $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perimeter Solutions SA (Name of Issuer) Common Stock (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to desig |
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| January 12, 2022 |
As filed with the Securities and Exchange Commission on January 12, 2022 As filed with the Securities and Exchange Commission on January 12, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 98-1632942 (State or other Jurisdiction of Incorporation or Organization) (I |
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| January 12, 2022 |
Form of Option Award Agreement (2021). Exhibit 99.1 OPTION AGREEMENT (2021) STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Perimeter Solutions SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Soci?t?s |
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| January 12, 2022 |
Form of Option Award Agreement (2022). Exhibit 99.2 OPTION AGREEMENT (2021) STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Perimeter Solutions SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Soci?t?s |
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| December 14, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d253148d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or othe |
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| December 14, 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 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 Commission File Number: 001-41027 Perimeter Soluti |
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| December 14, 2021 |
Perimeter Solutions Reports Third Quarter 2021 Results Exhibit 99.1 Perimeter Solutions Reports Third Quarter 2021 Results December 14, 2021 Listed on The New York Stock Exchange under the symbol ?PRM? on November 9, 2021 Double-digit revenue and Adjusted EBITDA growth in the Fire Safety segment, both in Q3 and year-to-date $100M Share repurchase program authorized Clayton, Missouri, Dec. 14, 2021 ? Perimeter Solutions, SA (NYSE: PRM) (?Perimeter? or |
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| December 10, 2021 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| November 19, 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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| November 19, 2021 |
Tiger Eye Capital LLC - ACQUISITION OF BENEFICIAL OWNERSHIP Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perimeter Solutions, SA (Name of Issuer) Ordinary Shares (Title of Class of Securities) L7579L106 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| November 19, 2021 |
Meritage Group LP - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PERIMETER SOLUTIONS, SA (Name of Issuer) Ordinary Shares, nominal value of $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) November 9, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| November 19, 2021 |
Senator Investment Group LP - PERIMETER SOLUTIONS, SA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Perimeter Solutions, SA (Name of Issuer) Ordinary Shares, nominal value $1.00 per share (Title of Class of Securities) L7579L106 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant |
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| November 19, 2021 |
Tiger Eye Capital LLC SC 13G Page 13 of 13 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240. |
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| November 15, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260798 PROSPECTUS Perimeter Solutions, SA 8,505,000 Ordinary Shares and 116,304,810 Ordinary Shares Offered by Selling Securityholders This prospectus relates to the issuance by us of 8,505,000 ordinary shares (the ?Holdco Ordinary Shares?) that may be issued upon exercise of warrants to purchase Holdco Ordinary Shares at an e |
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| November 10, 2021 |
As filed with the Securities and Exchange Commission on November 10, 2021. Table of Contents As filed with the Securities and Exchange Commission on November 10, 2021. |
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| November 10, 2021 |
Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg CORRESP 1 filename1.htm Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg November 10, 2021 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attention: Ms. Margaret Schwartz Re: Perimeter Solutions, SA Registration Statement on Form S-1 File No. 333-260798 Dear Ms. Schwartz: Perimeter Solutions, SA (t |
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| November 10, 2021 |
Articles of Association of Perimeter Solutions, SA. Exhibit 3.2 ? Perimeter Solutions ? Soci?t? Anonyme 12E, rue Guillaume Kroll L-1882 Luxembourg (Grand-Duch? de Luxembourg) R.C.S. Luxembourg: B256548 (la ? Soci?t? ? ) 1) La Soci?t? a ?t? constitu?e en date du 21 juin 2021 suivant acte notari? re?u par Danielle KOLBACH, notaire de r?sidence ? Junglinster (Grand-Duch? de Luxembourg), publi? au Recueil Electronique des Soci?t?s et Associations (? RE |
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| November 10, 2021 |
Exhibit 10.15 EXECUTION VERSION $100,000,000 CREDIT AGREEMENT Dated as of November 9, 2021 among SK INVICTUS INTERMEDIATE S.? R.L., as Holdings and a Guarantor, SK INVICTUS INTERMEDIATE II S.? R.L., as Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and THE LENDERS, L/C ISSUERS AND SWING LINE LENDER PARTY HERETO FROM TIME |
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| November 10, 2021 |
Perimeter Solutions, SA 2021 Equity Incentive Plan. Exhibit 10.13 PERIMETER SOLUTIONS S.A. 2021 EQUITY INCENTIVE PLAN 1. Purpose and Duration 1.1 Purpose. The purpose of the Plan is to promote the interests of the Company and its stockholders by: (i) providing a means for the Company and its Affiliates to attract and retain employees, officers, consultants, advisors, and directors who will contribute to the Company?s long-term growth and success; a |
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| November 10, 2021 |
Perimeter Solutions, SA Warrant Instrument. Exhibit 4.4 DATED November 8th, 2021 WARRANT INSTRUMENT PERIMETER SOLUTIONS SA TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. CONSTITUTION AND FORM OF WARRANTS 5 3. WARRANT CERTIFICATES 6 4. EXERCISE OF WARRANTS 6 5. UNDERTAKINGS 9 6. ADJUSTMENT OF SUBSCRIPTION RIGHTS 9 7. MANDATORY REDEMPTION 10 8. GENERAL OFFERS AND LIQUIDATION 10 9. TRANSFER AND TITLE 11 10. MEETINGS OF WARRANTHOLDERS |
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| November 10, 2021 |
Exhibit 10.16 Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this ?Agreement?) is entered into as of November 9, 2021 (the ?Effective Date?), by and among Perimeter Solutions, SA, a public company limited by shares (soci?t? anonyme) incorporated under the laws of the Grand Duchy of Luxembourg with its registered office at 12E, rue Guillaume Kroll, L |
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| November 10, 2021 |
Exhibit 10.14 EXECUTION VERSION ESCROW AGREEMENT THIS ESCROW AGREEMENT (this ?Agreement?) is made as of November 9, 2021, by and among (i) SK Invictus Holdings S.?.r.l., a limited liability company (soci?t? ? responsabilit? limit?e) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 6, rue Eug?ne Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered |
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| November 10, 2021 |
Exhibit 10.14 EXECUTION VERSION ESCROW AGREEMENT THIS ESCROW AGREEMENT (this ?Agreement?) is made as of November 9, 2021, by and among (i) SK Invictus Holdings S.?.r.l., a limited liability company (soci?t? ? responsabilit? limit?e) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 6, rue Eug?ne Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 001-41027 98-1632942 (State or other jurisdiction of incorpor |
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| November 10, 2021 |
Perimeter Solutions, SA 2021 Equity Incentive Plan. Exhibit 10.13 PERIMETER SOLUTIONS S.A. 2021 EQUITY INCENTIVE PLAN 1. Purpose and Duration 1.1 Purpose. The purpose of the Plan is to promote the interests of the Company and its stockholders by: (i) providing a means for the Company and its Affiliates to attract and retain employees, officers, consultants, advisors, and directors who will contribute to the Company?s long-term growth and success; a |
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| November 10, 2021 |
Exhibit 10.2 Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this ?Agreement?) is entered into as of November 9, 2021 (the ?Effective Date?), by and among Perimeter Solutions, SA, a public company limited by shares (soci?t? anonyme) incorporated under the laws of the Grand Duchy of Luxembourg with its registered office at 12E, rue Guillaume Kroll, L- |
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| November 10, 2021 |
Perimeter Solutions, SA Warrant Instrument. Exhibit 4.3 DATED November 8th, 2021 WARRANT INSTRUMENT PERIMETER SOLUTIONS SA TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. CONSTITUTION AND FORM OF WARRANTS 5 3. WARRANT CERTIFICATES 6 4. EXERCISE OF WARRANTS 6 5. UNDERTAKINGS 9 6. ADJUSTMENT OF SUBSCRIPTION RIGHTS 9 7. MANDATORY REDEMPTION 10 8. GENERAL OFFERS AND LIQUIDATION 10 9. TRANSFER AND TITLE 11 10. MEETINGS OF WARRANTHOLDERS |
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| November 10, 2021 |
Articles of Association of Perimeter Solutions, SA. Exhibit 3.1 ? Perimeter Solutions ? Soci?t? Anonyme 12E, rue Guillaume Kroll L-1882 Luxembourg (Grand-Duch? de Luxembourg) R.C.S. Luxembourg: B256548 (la ? Soci?t? ? ) 1) La Soci?t? a ?t? constitu?e en date du 21 juin 2021 suivant acte notari? re?u par Danielle KOLBACH, notaire de r?sidence ? Junglinster (Grand-Duch? de Luxembourg), publi? au Recueil Electronique des Soci?t?s et Associations (? RE |
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| November 10, 2021 |
Exhibit 10.15 EXECUTION VERSION $100,000,000 CREDIT AGREEMENT Dated as of November 9, 2021 among SK INVICTUS INTERMEDIATE S.? R.L., as Holdings and a Guarantor, SK INVICTUS INTERMEDIATE II S.? R.L., as Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and THE LENDERS, L/C ISSUERS AND SWING LINE LENDER PARTY HERETO FROM TIME |
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| November 5, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 PERIMETER SOLUTIONS, SA (Exact Name of Registrant as Specified in Its Charter) Grand Duchy of Luxembourg Not Applicable (Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) |
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| November 5, 2021 |
Perimeter Solutions, SA 49,337,600 Ordinary Shares 34,020,000 Warrants Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-259237 PROSPECTUS Perimeter Solutions, SA 49,337,600 Ordinary Shares 34,020,000 Warrants This prospectus relates to the issuance of (i) 40,832,600 ordinary shares of Perimeter Solutions, SA, a newly-formed public company limited by shares (soci?t? anonyme) governed by the laws of the Grand Duchy of Luxembourg (?Holdco?), (ii) |
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| November 5, 2021 |
As filed with the Securities and Exchange Commission on November 5, 2021. Table of Contents As filed with the Securities and Exchange Commission on November 5, 2021. |
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| November 4, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on November 4, 2021 Registration No. 333-259237 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 2800 Not Applic |
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| November 4, 2021 |
Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg November 4, 2021 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attention: Ms. |
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| November 3, 2021 |
425 1 d246839d425.htm 425 Filed by Perimeter Solutions, SA Pursuant to Rule 425 under the Securities Act of 1933 Form S-4 File No.: 333-259237 Subject Companies: SK Invictus Intermediate S.à r.l. EverArc Holdings Limited The below presentation will be used by representatives of EverArc Holdings Limited (“EverArc”) and SK Invictus Intermediate S.à r.l. (“Perimeter”) in presentations to analysts, ce |
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| November 2, 2021 |
November 2, 2021 Via EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| November 2, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 2, 2021 Table of Contents As filed with the U.S. Securities and Exchange Commission on November 2, 2021 Registration No. 333-259237 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 2800 Not Applic |
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| October 25, 2021 |
Exhibit 4.5 Execution Version EVERARC ESCROW S.? R.L. (with obligations to be assumed by SK Invictus Intermediate II S.? r.l., as the Company) $675,000,000 5.000% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of October 22, 2021 U.S. BANK NATIONAL ASSOCIATION as Trustee and as Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definit |
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| October 25, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 25, 2021 Table of Contents As filed with the U.S. Securities and Exchange Commission on October 25, 2021 Registration No. 333-259237 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 2800 Not Applic |
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| October 25, 2021 |
October 25, 2021 Via EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| October 25, 2021 |
Specimen Perimeter Solutions, SA Warrant Certificate. Exhibit 4.2 SPECIMEN WARRANT CERTIFICATE THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON EXERCISE OF ANY WARRANT) MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR NOVATED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR (B) AN OPINION OF COUNSEL TO THE HOLDER |
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| October 25, 2021 |
Form of Articles of Association of Perimeter Solutions, SA, as they shall be in effect upon Closing. Exhibit 3.2 “TITLE I - FORM - NAME – PURPOSE – DURATION – REGISTERED OFFICE Article 1 Form There is hereby formed a société anonyme (the “Company”) governed by Luxembourg law, in particular the law of August 10, 1915 concerning commercial companies, as amended from time to time (the “Law”) as well as by the present articles of association (the “Articles”). Article 2 Name The Company’s name is Peri |
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| October 25, 2021 |
Specimen Perimeter Solutions, SA Ordinary Share Certificate. Exhibit 4.1 SPECIMEN ORDINARY SHARE CERTIFICATE CERTIFICATE NUMBER SHARES CUSIP : PERIMETER SOLUTIONS SA INCORPORATED UNDER THE LAWS OF THE GRAND DUCHY OF LUXEMBOURG ORDINARY SHARES THIS CERTIFIES THAT [NAME OF HOLDER] IS INSCRIBED IN THE SHARE REGISTER OF THE COMPANY AS HOLDER OF [NUMBER OF SHARES] ORDINARY SHARES OF USD 1.- NOMINAL VALUE PERIMETER SOLUTIONS SA a public limited liability company |
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| October 8, 2021 |
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of October 1, 2021 (this ?Agreement?) is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Regis |
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| October 8, 2021 |
Exhibit 10.11 EverArc Holdings Limited Kingston Chambers, PO Box 173 Road Town, Tortola, British Virgin Islands June 15, 2021 Noriko Yokozuka [***] Re: Non-Compete Agreement Dear Noriko Yokozuka: This letter (this “Letter Agreement”) is being delivered to you (the “Restricted Party”) in connection with that certain Business Combination Agreement (the “BCA”), entered into on the date hereof, by and |
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| October 8, 2021 |
Exhibit 10.13 EverArc Holdings Limited Kingston Chambers, PO Box 173 Road Town, Tortola, British Virgin Islands June 15, 2021 Stephen Cornwall [***] Re: Non-Compete Agreement Dear Stephen Cornwall: This letter (this ?Letter Agreement?) is being delivered to you (the ?Restricted Party?) in connection with that certain Business Combination Agreement (the ?BCA?), entered into on the date hereof, by a |
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| October 8, 2021 |
Exhibit 10.9 EverArc Holdings Limited Kingston Chambers, PO Box 173 Road Town, Tortola, British Virgin Islands June 15, 2021 Barry Lederman [***] Re: Non-Compete Agreement Dear Barry Lederman: This letter (this ?Letter Agreement?) is being delivered to you (the ?Restricted Party?) in connection with that certain Business Combination Agreement (the ?BCA?), entered into on the date hereof, by and am |
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| October 8, 2021 |
Exhibit 10.12 EverArc Holdings Limited Kingston Chambers, PO Box 173 Road Town, Tortola, British Virgin Islands June 15, 2021 Edward Goldberg [***] Re: Non-Compete Agreement Dear Edward Goldberg: This letter (this “Letter Agreement”) is being delivered to you (the “Restricted Party”) in connection with that certain Business Combination Agreement (the “BCA”), entered into on the date hereof, by and |
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| October 8, 2021 |
EX-10.10 11 d397057dex1010.htm EX-10.10 Exhibit 10.10 EverArc Holdings Limited Kingston Chambers, PO Box 173 Road Town, Tortola, British Virgin Islands June 15, 2021 Ernest Kremling II [***] Re: Non-Compete Agreement Dear Ernest Kremling II: This letter (this “Letter Agreement”) is being delivered to you (the “Restricted Party”) in connection with that certain Business Combination Agreement (the “ |
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| October 8, 2021 |
Exhibit 10.4 EXECUTION VERSION Dated 12 DECEMBER 2019 EVERARC HOLDINGS LIMITED THE DIRECTORS THE FOUNDERS THE FOUNDER ENTITIES THE BANKS PLACING AGREEMENT 1 Contents Clause Page 1 Definitions and interpretation 4 2 Appointment of the Banks 6 3 Applications for Admission 7 4 The Offer 8 5 Subscription for Units by the Founders and Independent Non-Founder Directors 9 6 Subscription for Units by the |
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| October 8, 2021 |
Exhibit 21.1 Subsidiaries of Perimeter Solutions, SA Subsidiary Jurisdiction EverArc (BVI) Merger Sub Limited British Virgin Islands |
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| October 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 7, 2021 Table of Contents As filed with the U.S. Securities and Exchange Commission on October 7, 2021 Registration No. 333-259237 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 2800 Not Applica |
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| October 8, 2021 |
Form of Perimeter Solutions, SA 2021 Equity Incentive Plan. Exhibit 10.14 PERIMETER SOLUTIONS S.A. 2021 EQUITY INCENTIVE PLAN 1. Purpose and Duration 1.1 Purpose. The purpose of the Plan is to promote the interests of the Company and its stockholders by: (i) providing a means for the Company and its Affiliates to attract and retain employees, officers, consultants, advisors, and directors who will contribute to the Company?s long-term growth and success; a |
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| October 8, 2021 |
Exhibit 10.3 ADVISORY SERVICES AGREEMENT This ADVISORY SERVICES AGREEMENT (this “Agreement”), dated and effective as of 12 December, 2019 (the “Effective Date”), is entered into by and between EverArc Holdings Limited, a company incorporated in the British Virgin Islands (the “Company”), and EverArc Founders LLC, a limited liability company (“Advisor”). WHEREAS, the Company requires the services o |
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| October 8, 2021 |
Exhibit 10.7 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of October 1, 2021 (this ?Agreement?) is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Regis |
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| October 8, 2021 |
Exhibit 10.8 EverArc Holdings Limited Kingston Chambers, PO Box 173 Road Town, Tortola, British Virgin Islands June 15, 2021 Shannon Horn [***] Re: Non-Compete Agreement Dear Shannon Horn: This letter (this ?Letter Agreement?) is being delivered to you (the ?Restricted Party?) in connection with that certain Business Combination Agreement (the ?BCA?), entered into on the date hereof, by and among |
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| October 8, 2021 |
Exhibit 10.6 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of October 1, 2021 (this “Agreement”) is made by and between Perimeter Solutions, SA, a public company limited by shares duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Regis |
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| October 7, 2021 |
October 7, 2021 Via EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| September 1, 2021 |
Consent of Kevin Stein to be named as a Director. Exhibit 99.7 From: Kevin Stein [***] [***] To: Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg 352 2668 62-1 (“Holdco”) Re: Consent to be Named as a Director Nominee Dear Sir, In connection with the filing by Holdco of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities A |
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| September 1, 2021 |
Exhibit 4.3 CONFORMED COPY DATED 12 DECEMBER 2019 WARRANT INSTRUMENT EVERARC HOLDINGS LIMITED GREENBERG TRAURIG, LLP THE SHARD, LEVEL 8 32 LONDON BRIDGE STREET LONDON SE1 9SG TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. CONSTITUTION AND FORM OF WARRANTS 5 3. WARRANT CERTIFICATES 6 4. EXERCISE OF WARRANTS 6 5. UNDERTAKINGS 9 6. ADJUSTMENT OF SUBSCRIPTION RIGHTS 9 7. MANDATORY REDEMPTION |
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| September 1, 2021 |
Consent of Robert S. Henderson to be named as a Director. Exhibit 99.9 From: Robert Steven Henderson [***] [***] To: Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg 352 2668 62-1 (“Holdco”) Re: Consent to be Named as a Director Nominee Dear Sir, In connection with the filing by Holdco of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the |
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| September 1, 2021 |
Consent of Tracy Britt Cool to be named as a Director. EX-99.6 13 d397057dex996.htm EX-99.6 Exhibit 99.6 From: Tracy Britt Cool [***] [***] To: Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg 352 2668 62-1 (“Holdco”) Re: Consent to be Named as a Director Nominee Dear Sir, In connection with the filing by Holdco of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and |
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| September 1, 2021 |
Consent of W. Nicholas Howley to be named as a Director. Exhibit 99.1 From: W. Nick Howley [***] [***] To: Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg 352 2668 62-1 (?Holdco?) Re: Consent to be Named as a Director Nominee Dear Sir, In connection with the filing by Holdco of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securitie |
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| September 1, 2021 |
Consent of Edward Goldberg to be named as a Director. Exhibit 99.4 From: Edward Goldberg [***] [***] To: Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg 352 2668 62-1 (“Holdco”) Re: Consent to be Named as a Director Nominee Dear Sir, In connection with the filing by Holdco of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securiti |
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| September 1, 2021 |
Consent of Haitham Khouri to be named as a Director. Exhibit 99.3 From: Haitham Khouri [***] [***] To: Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg 352 2668 62-1 (?Holdco?) Re: Consent to be Named as a Director Nominee Dear Sir, In connection with the filing by Holdco of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securitie |
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| September 1, 2021 |
Exhibit 3.1 NUMERO /2021 CONSTITUTION DE SOCIETE DU 21 JUIN 2021 In the year two thousand and twenty-one, on the twenty-first day of June. Before Maitre Danielle KOLBACH, notary residing in Junglinster, Grand Duchy of Luxembourg, undersigned. There appeared EverArc Holdings Limited, a limited company formed under the laws of the British Virgin Islands, having its registered office at Kingston Cham |
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| September 1, 2021 |
Consent of Vivek Raj to be named as a Director. EX-99.5 12 d397057dex995.htm EX-99.5 Exhibit 99.5 From: Vivek Raj [***] [***] To: Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg 352 2668 62-1 (“Holdco”) Re: Consent to be Named as a Director Nominee Dear Sir, In connection with the filing by Holdco of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchang |
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| September 1, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on September 1, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERIMETER SOLUTIONS, SA (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 2800 Not Applicable (State or Other Jur |
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| September 1, 2021 |
Form of Perimeter Solutions, SA Warrant Instrument. Exhibit 4.4 DATED [?], 2021 WARRANT INSTRUMENT PERIMETER SOLUTIONS SA TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. CONSTITUTION AND FORM OF WARRANTS 5 3. WARRANT CERTIFICATES 6 4. EXERCISE OF WARRANTS 6 5. UNDERTAKINGS 9 6. ADJUSTMENT OF SUBSCRIPTION RIGHTS 9 7. MANDATORY REDEMPTION 10 8. GENERAL OFFERS AND LIQUIDATION 11 9. TRANSFER AND TITLE 11 10. MEETINGS OF WARRANTHOLDERS 12 11. M |
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| September 1, 2021 |
Consent of Sean Hennessy to be named as a Director. Exhibit 99.8 From: Sean Hennessy To: Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg 352 2668 62-1 (?Holdco?) Re: Consent to be Named as a Director Nominee Dear Sir, In connection with the filing by Holdco of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933 |
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| September 1, 2021 |
Consent of William N. Thorndike, Jr. to be named as a Director. Exhibit 99.2 From: William N. Thorndike, Jr. [***] [***] To: Perimeter Solutions, SA 12E rue Guillaume Kroll, L-1882 Luxembourg Grand Duchy of Luxembourg 352 2668 62-1 (?Holdco?) Re: Consent to be Named as a Director Nominee Dear Sir, In connection with the filing by Holdco of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under th |
