Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 12, 2021, the staff of the Securities and Exchange Commission (the "SEC") released a public statement entitled "Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies" ("SPACs") (the "Public Statement"). In the Public Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC's balance sheet as opposed to equity. Periphas Capital Partnering Corp. (the "Company" or "PCPC") had previously classified its previously issued warrants (collectively, the "warrants") as equity. For a full description of the Company's warrants, please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2020, which was originally filed with the SEC on March 30, 2021 (the "10-K").

On May 20, 2021, the Audit Committee of the Board of Directors of the Company ("Audit Committee"), based on the recommendation of and after consulting with the Company's management, determined that the Company's audited balance sheet dated December 14, 2020 and its audited financial statements for the period from September 11, 2020 (inception) through December 31, 2020 (the "Affected Financial Statements") should no longer be relied upon due to changes required to reclassify the warrants as liabilities to align with the guidance set forth in the Public Statement. Similarly, investor presentations or other communications describing the Affected Financial Statements should no longer be relied upon. Following consideration of the guidance in the Public Statement, the Company concluded that the warrants do not meet the conditions to be classified in equity and instead, the warrants meet the definition of a derivative under Accounting Standards Codification ("ASC") Subtopic 815-40, pursuant to which the Company should record the warrants as liabilities on its balance sheet. The Company has discussed this approach with its independent registered public accounting firm, WithumSmith+Brown, PC, and intends to file an amendment to the 10-K, reflecting this reclassification of the warrants (the "Amended 10-K"). The Company has engaged an independent valuation expert to perform a valuation of the warrants and will be filing the Amended 10-K concurrently with this Current Report.

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