Announcement • May 25
New York Stock Exchange to File A Form 25 with the United States Securities and Exchange Commission to Delist Post Holdings Partnering Corporation Securities On May 11, 2023, Post Holdings Partnering Corporation 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 in the Company’s initial public offering (the “Public Shares”), with such redemption anticipated to be effective as of May 30, 2023. As previously announced, the Company anticipates that the last day of trading in the Public Shares will be May 26, 2023. On or about May 30, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the per-share redemption price for the Public Shares (the “Redemption Amount”). The Redemption Amount is expected to be approximately $10.24. The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants. The Company’s initial stockholder has waived its redemption rights with respect to the outstanding Series F common stock of the Company issued prior to the Company’s initial public offering. After May 28, 2023, the Company shall cease all operations except for those required to wind up the Company’s business. The Company expects that the New York Stock Exchange will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. Announcement • May 13
Post Holdings Partnering to Redeem its Public Shares and Expects New York Stock Exchange to File Form 25 with United States Securities and Exchange Commission to Delist its Securities On May 11, 2023, Post Holdings Partnering Corporation 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, previously issued in the Company’s initial public offering (the ‘Public Shares’), with such redemption anticipated to be effective as of May 30, 2023, because the Company will not consummate a partnering transaction within the time period required by its amended and restated certificate of incorporation (the ‘Charter’). As stated in the Company’s Charter and in the Company’s registration statement on Form S-1, initially filed with the United States Securities and Exchange Commission (the ‘Commission’) on February 9, 2021, relating to the Company’s initial public offering (the ‘Form S-1’), if the Company is unable to complete a partnering transaction within 24 months of the initial public offering (or 27 months following an agreement in principle event) or during any extended time that the Company has to consummate a partnering transaction beyond 24 months (or 27 months following an agreement in principle event) as a result of a stockholder vote to amend the Charter, the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the ‘Trust Account’), including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company anticipates that the last day of trading in the Public Shares will be May 26, 2023. On or about May 30, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the per-share redemption price for the Public Shares to be announced at a later date (the ‘Redemption Amount’). After May 28, 2023, the Company shall cease all operations except for those required to wind up the Company’s business. The Company expects that the New York Stock Exchange will file a Form 25 with the Commission to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.