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| CIK | 1843716 |
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 Post Holdings Partnering Corporation Units, each consisting of one share of Series A common stock, a
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40441 POST HOLDINGS PARTNERING CORPORATION (Exact name of registrant as |
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| May 30, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 12, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 24, 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 24, 2023 POST HOLDINGS PARTNERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40441 86-1759669 (State or other jurisdiction of incorporation) ( |
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| May 24, 2023 |
Post Holdings Partnering Corporation Announces Approximate Redemption Amount for its Public Shares Exhibit 99.1 Post Holdings Partnering Corporation Announces Approximate Redemption Amount for its Public Shares St. Louis – May 24, 2023 – On May 11, 2023, Post Holdings Partnering Corporation (NYSE: PSPC) (the “Company”) announced that its board of directors (the “Board”) had decided to redeem all of its outstanding shares of Series A common stock, par value $0.0001 per share, previously issued i |
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| May 11, 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 11, 2023 POST HOLDINGS PARTNERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40441 86-1759669 (State or other jurisdiction of incorporation) ( |
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| May 11, 2023 |
Exhibit 99.1 Post Holdings Partnering Corporation To Redeem its Public Shares and Will Not Consummate a Partnering Transaction St. Louis, Missouri – May 11, 2023 – Post Holdings Partnering Corporation (NYSE: PSPC) (the “Company”) today announced that its board of directors (the “Board”) has decided to redeem all of its outstanding shares of Series A common stock, par value $0.0001 per share, previ |
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| May 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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: 001-40441 Po |
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| March 23, 2023 |
Description of Post Holdings Partnering Corporation’s Registered Securities Exhibit 4.5 POST HOLDINGS PARTNERING CORPORATION DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Post Holdings Partnering Corporation, a Delaware corporation (“PHPC,” “we,” “us,” “our” or “company”), is not intended to be a complete summary of the rights and preferences of such securities and is subject to, and qualified by reference to, our amended and r |
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| March 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40441 Post Ho |
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| March 23, 2023 |
Exhibit 10.11 SUPPLEMENTAL INDEMNITY AGREEMENT This Supplemental Indemnity Agreement (this “Agreement”) is effective as of December 31, 2022 (the “Effective Date”) by and between POST HOLDINGS, INC., a Missouri corporation (“PHI”) and (“Indemnitee”). WHEREAS, PHI is the sole member of PHPC Sponsor, LLC, a Delaware limited liability company (“Sponsor”); WHEREAS, Sponsor is a stockholder of Post Hol |
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| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4044 |
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| August 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40441 Pos |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40441 Po |
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| March 25, 2022 |
Description of Post Holdings Partnering Corporation’s Registered Securities Exhibit 4.5 POST HOLDING PARTNERING CORPORATION DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Post Holdings Partnering Corporation, a Delaware corporation (?PHPC,? ?we,? ?us,? ?our? or ?company?), is not intended to be a complete summary of the rights and preferences of such securities and is subject to, and qualified by reference to, our amended and re |
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| March 25, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period beginning January 27, 2021 (inception) and ending December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co |
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| February 14, 2022 |
PSPC / Post Holdings Partnering Corporation / Governors Lane LP - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 eh22022310013ga1-pspc.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Post Holdings Partnering Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 737465104 (CUSIP Number) December 31, 2021 (Date of Event Which Requi |
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| November 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended 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: 001-4044 |
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| August 13, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40441 Pos |
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| July 19, 2021 |
PSPC / Post Holdings Partnering Corporation / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Post Holdings Partnering Corporation (Name of Issuer) Units, each consisting of one share of Series A common stock and one-third of one redeemable warrant (Title of Class of Securities) 737465203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580 |
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| July 15, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 form8k-separationofunits.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): July 15, 2021 POST HOLDINGS PARTNERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40441 86-1759669 (State o |
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| July 15, 2021 |
Post Holdings Partnering Corporation Announces Separation of its Units Commencing July 16, 2021 Exhibit 99.1 Post Holdings Partnering Corporation Announces Separation of its Units Commencing July 16, 2021 St. Louis, Missouri ? July 15, 2021 ? Post Holdings Partnering Corporation (NYSE:PSPC) (?PHPC?) today announced that, commencing July 16, 2021, holders of the units sold in PHPC?s initial public offering (the ?IPO?) of 34,500,000 units may elect to separately trade the shares of Series A co |
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| June 7, 2021 |
Governors Lane LP - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 4, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 Post Holdings Partnering Corporation (Exact name of registrant as specified in its charter) Delaware 001-40441 86-1759669 (State or other jurisdiction of incorpor |
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| June 4, 2021 |
Exhibit 99.1 POST HOLDINGS PARTNERING CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Post Holdings Partnering Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of Post Holdin |
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| June 3, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0. |
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| June 3, 2021 |
PSPC / Post Holdings Partnering Corporation / PHPC Sponsor, LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Post Holdings Partnering Corporation (Name of Issuer) Series A Common Stock, par value $0.0001 per share (Title of Class of Securities) G737465104 (CUSIP Number) Robert V. Vitale President and Chief Investment Officer 2503 S. Hanley Road St. Louis, |
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| June 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 Post Holdings Partnering Corporation (Exact name of registrant as specified in its charter) Delaware 001-40441 85-1759669 (State or other jurisdiction of incorpor |
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| June 1, 2021 |
Amended and Restated Bylaws, dated May 25, 2021. EX-3.2 4 d84185dex32.htm EX-3.2 Exhibit 3.2 Post Holdings Partnering Corporation A Delaware Corporation AMENDED AND RESTATED BYLAWS ARTICLE I STOCKHOLDERS Section 1.1 Annual Meeting. An annual meeting of stockholders for the purpose of electing directors and of transacting any other business properly brought before the meeting pursuant to these Bylaws shall be held each year at such date, time and |
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| June 1, 2021 |
Amended and Restated Certificate of Incorporation, dated May 26, 2021. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POST HOLDINGS PARTNERING CORPORATION POST HOLDINGS PARTNERING CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: (1) The name of the Corporation is Post Holdings Partnering Corporation. The original Certificate of Incorporation of the Corporation was filed with the |
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| June 1, 2021 |
Services Agreement, dated May 28, 2021, between the Company and Post Holdings, Inc. Exhibit 10.4 SERVICES AGREEMENT SERVICES AGREEMENT (this ?Agreement?), dated as of May 28, 2021, by and between Post Holdings, Inc., a Missouri corporation (the ?Provider?), and Post Holdings Partnering Corporation, a Delaware corporation (?PHPC?). RECITALS WHEREAS, PHPC and the Provider desire that, following the Effective Date (as defined below), PHPC obtain from the Provider the services descri |
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| June 1, 2021 |
EX-10.1 6 d84185dex101.htm EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 28, 2021, by and between Post Holdings Partnering Corporation, a Delaware Corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registrati |
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| June 1, 2021 |
Exhibit 4.1 POST HOLDINGS PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of May 28, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of May 28, 2021, is by and between Post Holdings Partnering Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in suc |
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| June 1, 2021 |
Forward Purchase Agreement, dated May 28, 2021, between the Company and the Sponsor. EX-10.6 11 d84185dex106.htm EX-10.6 Exhibit 10.6 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of May 28, 2021, by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and PHPC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the purpose of |
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| June 1, 2021 |
Exhibit 10.2 INVESTOR RIGHTS AGREEMENT Dated as of May 28, 2021 by and among POST HOLDINGS PARTNERING CORPORATION, PHPC SPONSOR, LLC and POST HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 General Interpretive Principles 10 ARTICLE II STOCKHOLDERS RIGHTS 11 Section 2.1 Stockholders Rights 11 ARTICLE III REGISTRATION RIGHTS 13 Section 3.1 Demand |
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| June 1, 2021 |
Private Placement Units Purchase Agreement, dated May 25, 2021, between the Company and the Sponsor. EX-10.3 8 d84185dex103.htm EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and PHPC Sponsor, LLC, a Delaware limited liability company (the “ |
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| June 1, 2021 |
Exhibit 1.1 30,000,000 Units Post Holdings Partnering Corporation UNDERWRITING AGREEMENT May 25, 2021 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several Underwriters Ladies and Gentlemen: Post Holdings Partnering Corporation, a Delaware corporation (the ?Company?), proposes t |
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| June 1, 2021 |
Exhibit 10.5 May 25, 2021 Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Post Holdings Partnering Corporation, a D |
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| May 27, 2021 |
$300,000,000 Post Holdings Partnering Corporation 30,000,000 Units 424B4 1 d150437d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252910 PROSPECTUS $300,000,000 Post Holdings Partnering Corporation 30,000,000 Units Post Holdings Partnering Corporation is a newly organized company, incorporated as a Delaware corporation, established for the purpose of identifying a company to partner with in order to effectuate a merger, sh |
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| May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 POST HOLDINGS PARTNERING CORPORATION (Exact Name Of Registrant As Specified In Its Charter) Delaware 85-1759669 (State of incorporation or organization) (I. |
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| May 21, 2021 |
Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 May 21, 2021 Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 May 21, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jonathan Burr Re: Post Holdings Partnering Corporation Registration Statement on Form S-1 File No. 333-252910 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act o |
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| May 21, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm May 21, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Jonathan Burr Re: Post Holdings Partnering Corporation Registration Statement on Form S-1 Filed February 9, 2021, as amended File No. 333-252910 Dear Mr. Burr: Pursuant to Rule 461 of the General Rules and Regulations under |
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| May 12, 2021 |
As filed with the United States Securities and Exchange Commission on May 12, 2021 S-1/A 1 d150437ds1a.htm S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on May 12, 2021 Registration No. 333-252910 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post Holdings Partnering Corporation (Exact name of registrant as specified in its ch |
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| April 9, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 POST HOLDINGS PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Post Holdings Partnering Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, |
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| April 9, 2021 |
Form of Investor Rights Agreement between the Registrant and certain security holders. Exhibit 10.4 INVESTOR RIGHTS AGREEMENT Dated as of , 2021 by and among POST HOLDINGS PARTNERING CORPORATION, PHPC SPONSOR, LLC and POST HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 General Interpretive Principles 10 ARTICLE II STOCKHOLDERS RIGHTS 11 Section 2.1 Stockholders Rights 11 ARTICLE III REGISTRATION RIGHTS 13 Section 3.1 Demand Regist |
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| April 9, 2021 |
Exhibit 1.1 [30,000,000] Units Post Holdings Partnering Corporation UNDERWRITING AGREEMENT April , 2021 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several Underwriters Ladies and Gentlemen: Post Holdings Partnering Corporation, a Delaware corporation (the ?Company?), proposes |
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| April 9, 2021 |
Form of Private Placement Units Purchase Agreement between the Registrant and PHPC Sponsor, LLC. EX-10.6 9 d123051dex106.htm EX-10.6 Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and PHPC Sponsor, LLC, a Delaware limited liability company (the “Purch |
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| April 9, 2021 |
Form of Forward Purchase Agreement between the Registrant and PHPC Sponsor, LLC. EX-10.9 10 d123051dex109.htm EX-10.9 Exhibit 10.9 FORM OF FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and PHPC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the purpose |
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| April 9, 2021 |
Specimen certificate for units of the Registrant, par value $0.0001 per share. EX-4.1 3 d123051dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP POST HOLDINGS PARTNERING CORPORATION UNITS CONSISTING OF ONE SHARE OF SERIES A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF SERIES A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one |
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| April 9, 2021 |
EX-10.3 7 d123051dex103.htm EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Post Holdings Partnering Corporation, a Delaware Corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration st |
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| April 9, 2021 |
Exhibit 10.2 , 2021 Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Post Holdings Partnering Corporation, a Delawar |
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| April 9, 2021 |
Table of Contents As filed with the United States Securities and Exchange Commission on April 8, 2021 Registration No. |
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| April 9, 2021 |
Exhibit 10.10 Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated April 8, 2021 (this ?Agreement?), is made by and between Post Holdings Partnering Corporation, a Delaware corporation (the ?Company?), and PHPC Sponsor, LLC, a Delaware limited liability company (the ?Subscriber? |
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| April 7, 2021 |
* * * [Signature Page Follows] April 7, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 7, 2021 |
Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 April 7, 2021 CORRESP 1 filename1.htm Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 April 7, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jonathan Burr Re: Post Holdings Partnering Corporation Registration Statement on Form S-1 File No. 333-252910 Ladies and Gentlemen: Reference is made |
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| April 5, 2021 |
Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 April 5, 2021 Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 April 5, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jonathan Burr Re: Post Holdings Partnering Corporation Registration Statement on Form S-1 File No. 333-252910 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act |
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| April 5, 2021 |
* * * [Signature Page Follows] April 5, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Jonathan Burr Re: Post Holdings Partnering Corporation Registration Statement on Form S-1 Filed February 9, 2021, as amended File No. |
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| March 30, 2021 |
Table of Contents As filed with the United States Securities and Exchange Commission on March 30, 2021 Registration No. |
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| March 30, 2021 |
Exhibit 10.2 , 2021 Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Post Holdings Partnering Corporation, a Delawar |
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| March 30, 2021 |
Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 March 30, 2021 Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 March 30, 2021 VIA EDGAR Peter McPhun Wilson Lee Jonathan Burr Pamela Long Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Post Holdings Partnering Corporation Amendment No. 2 to Registration Statement on Form S-1 Filed March 18, 2021 Amendment No. 1 to |
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| March 30, 2021 |
Form of Services Agreement by and between the Registrant and Post Holdings, Inc. Exhibit 10.8 SERVICES AGREEMENT SERVICES AGREEMENT (this ?Agreement?), dated as of , 2021, by and between Post Holdings, Inc., a Missouri corporation (the ?Provider?), and Post Holdings Partnering Corporation, a Delaware corporation (?PHPC?). RECITALS WHEREAS, PHPC and the Provider desire that, following the Effective Date (as defined below), PHPC obtain from the Provider the services described he |
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| March 30, 2021 |
Form of Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POST HOLDINGS PARTNERING CORPORATION POST HOLDINGS PARTNERING CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: (1) The name of the Corporation is Post Holdings Partnering Corporation. The original Certificate of Incorporation of the Corporation was filed with the |
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| March 30, 2021 |
Exhibit 1.1 [40,000,000] Units Post Holdings Partnering Corporation UNDERWRITING AGREEMENT March , 2021 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several Underwriters Ladies and Gentlemen: Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), proposes |
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| March 18, 2021 |
Exhibit 10.5 Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, MO 63144 January 27, 2021 PHPC Sponsor, LLC 2503 S. Hanley Road St. Louis, MO 63144 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on January 27, 2021 by and between PHPC Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and P |
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| March 18, 2021 |
Form of Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POST HOLDINGS PARTNERING CORPORATION POST HOLDINGS PARTNERING CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: (1) The name of the Corporation is Post Holdings Partnering Corporation. The original Certificate of Incorporation of the Corporation was filed with the |
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| March 18, 2021 |
Certificate of Incorporation of the Registrant. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF POST HOLDINGS PARTNERING CORPORATION ARTICLE ONE The name of the corporation is Post Holdings Partnering Corporation (hereinafter called the ?Corporation?). ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at s |
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| March 18, 2021 |
Form of Investor Rights Agreement between the Registrant and certain security holders. Exhibit 10.4 INVESTOR RIGHTS AGREEMENT Dated as of , 2021 by and among POST HOLDINGS PARTNERING CORPORATION, PHPC SPONSOR, LLC and POST HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 General Interpretive Principles 10 ARTICLE II STOCKHOLDERS RIGHTS 11 Section 2.1 Stockholders Rights 11 ARTICLE III REGISTRATION RIGHTS 13 Section 3.1 Demand Regist |
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| March 18, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Post Holdings Partnering Corporation, a Delaware Corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-25 |
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| March 18, 2021 |
Promissory Note, dated January 27, 2021 issued to PHPC Sponsor LLC. Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 18, 2021 |
Form of Forward Purchase Agreement between the Registrant and PHPC Sponsor, LLC. Exhibit 10.9 FORM OF FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and PHPC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchang |
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| March 18, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 POST HOLDINGS PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Post Holdings Partnering Corporation, a Delaware corporation (the ?Company?), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the |
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| March 18, 2021 |
Exhibit 3.3 Adopted January 27, 2021 BYLAWS OF POST HOLDINGS PARTNERING CORPORATION a Delaware corporation ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the corporation?s registered agent at such address shall be Corporation Ser |
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| March 18, 2021 |
Specimen certificate for units of the Registrant, par value $0.0001 per share. Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP POST HOLDINGS PARTNERING CORPORATION UNITS CONSISTING OF ONE SHARE OF SERIES A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF SERIES A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Series A common sto |
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| March 18, 2021 |
Form of Amended and Restated Bylaws of the Registrant. Exhibit 3.4 Post Holdings Partnering Corporation A Delaware Corporation AMENDED AND RESTATED BYLAWS ARTICLE I STOCKHOLDERS Section 1.1 Annual Meeting. An annual meeting of stockholders for the purpose of electing directors and of transacting any other business properly brought before the meeting pursuant to these Bylaws shall be held each year at such date, time and place, either within or without |
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| March 18, 2021 |
S-1/A 1 d123051ds1a.htm S-1/A As filed with the United States Securities and Exchange Commission on March 18, 2021. No. 333-252910 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post Holdings Partnering Corporation (Exact name of registrant as specified in its charter) Delaware 6770 86-1759 |
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| March 18, 2021 |
Form of Private Placement Unit Purchase Agreement between the Registrant and PHPC Sponsor, LLC. Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Post Holdings Partnering Corporation, a Delaware corporation (the ?Company?), and PHPC Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS: The Company intends |
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| March 18, 2021 |
EX-4.2 7 d123051dex42.htm EX-4.2 Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP POST HOLDINGS PARTNERING CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SERIES A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF POST HOLDINGS PARTNERING CORPORATION (THE “C |
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| March 18, 2021 |
Form of Indemnity Agreement between the Registrant and its executive officers and directors. EX-10.7 15 d123051dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Post Holdings Partnering Corporation, a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in |
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| March 15, 2021 |
S-1/A 1 d123051ds1a.htm S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on March 12, 2021 Registration No. 333-252910 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post Holdings Partnering Corporation (Exact name of registrant as specified in its |
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| March 15, 2021 |
Exhibit 99.4 CONSENT OF DAVID L. TAICLET Post Holdings Partnering Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
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| March 12, 2021 |
Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 March 12, 2021 Post Holdings Partnering Corporation 2503 S. Hanley Road St. Louis, Missouri 63144 March 12, 2021 VIA EDGAR Peter McPhun Wilson Lee Jonathan Burr Pamela Long Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Post Holdings Partnering Corporation Registration Statement on Form S-1 Filed February 9, 2021 File No. 333-252910 Dear Staff: This |
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| February 9, 2021 |
Power of Attorney (included on signature page of this Registration Statement). S-1 1 d123051ds1.htm S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 9, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post Holdings Partnering Corporation (Exact name of registrant as specified in its charter) Delaware 6770 (State or othe |
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| February 9, 2021 |
EX-99.3 Exhibit 99.3 CONSENT OF DAVE PEACOCK Post Holdings Partnering Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being na |
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| February 9, 2021 |
EX-99.1 Exhibit 99.1 CONSENT OF JIM DWYER Post Holdings Partnering Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
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| February 9, 2021 |
EX-99.2 Exhibit 99.2 CONSENT OF JENNIFER KUPERMAN Post Holdings Partnering Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei |
