The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and capital resources of Post Holdings Partnering Corporation. This discussion should be read in conjunction with our unaudited condensed financial statements and notes thereto included herein and the "Cautionary Statement on Forward-Looking Statements" section included below. The terms "our," "we," "us" and "Company" as used herein refer to Post Holdings Partnering Corporation.


                                    OVERVIEW

We are a blank check company incorporated in Delaware on January 27, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses that we have not yet identified (a "Partnering Transaction").

On May 28, 2021, we consummated the initial public offering of 30,000,000 units (the "Units"). Each Unit consists of one share of Series A common stock, $0.0001 par value per share (the "Series A common stock" and such shares, the "Public Shares") and one-third of one redeemable warrant (the "Public Warrants"). Each whole Public Warrant will entitle the holder to purchase one share of Series A common stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $300,000,000. The Units began trading on the New York Stock Exchange (the "NYSE") under the ticker symbol "PSPC.U" on May 26, 2021. As of July 16, 2021, holders of the Units could elect to separately trade their shares of Series A common stock and Public Warrants, with the shares of Series A common stock and the Public Warrants listed on the NYSE under the symbols "PSPC" and "PSPC WS", respectively.

On June 3, 2021, we issued an additional 4,500,000 Units (the "Over-Allotment Units") pursuant to the underwriters' exercise in full of their over-allotment option in connection with the initial public offering. The Over-Allotment Units were priced at $10.00 per Over-Allotment Unit, generating total gross proceeds of $45,000,000. The term "IPO" as used herein generally refers to the consummation of the initial public offering on May 28, 2021 and the underwriters' exercise in full of their over-allotment option on June 3, 2021. In fiscal 2021, we incurred offering costs in connection with the IPO of $17,887,856, of which $10,675,000 was for deferred underwriting commissions.

On May 28, 2021, in conjunction with the closing of the initial public offering, we consummated the private sale of 1,000,000 units of the Company (the "Private Placement Units") at a purchase price of $10.00 per Private Placement Unit to our sponsor, PHPC Sponsor, LLC (the "Sponsor"), generating total gross proceeds of $10,000,000. Concurrently with the sale of the Over-Allotment Units, the Sponsor purchased an additional 90,000 Private Placement Units for total gross proceeds of $900,000. Each Private Placement Unit consists of one share of Series A common stock ("the "Private Placement Shares") and one-third of one warrant, each whole warrant entitling the Sponsor to purchase one share of Series A common stock at an exercise price of $11.50 per share (the "Private Placement Warrants"). The term "Private Placement" as used herein generally refers to the consummation of the private sale of Private Placement Units on May 28, 2021 and the private sale of Private Placement Units in conjunction with the sale of the Over-Allotment Units on June 3, 2021.

Of the gross proceeds received from the IPO and Private Placement, $345,000,000 (or $10.00 per Unit sold in the IPO) was deposited in a trust account (the "Trust Account") located in the United States (the "U.S.") with Continental Stock Transfer & Trust Company acting as trustee.

Our Sponsor, executive officers and directors (the "initial stockholders") agreed not to propose an amendment to our amended and restated certificate of incorporation that would modify the substance or timing of our obligation to provide holders of our Public Shares the right to have their shares redeemed in connection with a Partnering Transaction or to redeem 100% of our Public Shares if we do not complete a Partnering Transaction within 24 months from the closing of our initial public offering, or May 28, 2023, or 27 months, or August 28, 2023, following an agreement in principle event, which means we have executed a letter of intent, agreement in principle or definitive agreement for a Partnering Transaction within 24 months from the closing of the initial public offering but have not completed the Partnering Transaction within such 24-month period (such 24-month or 27-month period, the "Combination Period") or with respect to any other provision relating to the rights of holders of Public Shares (the "Public Stockholders"), unless we provide the Public Stockholders with the opportunity to redeem their shares of Series A common stock in conjunction with any such amendment.

We expect to continue to incur significant costs in the pursuit of a Partnering Transaction. We cannot assure you that our plans to complete a Partnering Transaction will be successful.


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                             RESULTS OF OPERATIONS

As of June 30, 2022, we had not commenced any operations. All activity for the period from January 27, 2021 (inception) through June 30, 2022 relates to our formation and IPO, and from the IPO date relates to our search for potential target businesses. We will not generate any operating revenue until after the completion of our Partnering Transaction, at the earliest. We incur general and administrative expenses through operating as a blank check company. We generate other income in the form of interest income from the proceeds derived from our IPO, and non-operating unrealized gains and losses related to derivative instruments initially recorded at the IPO date. The "six months ended June 30, 2021" represents the period beginning January 27, 2021, the inception date of the Company, and ending June 30, 2021.

For the three months ended June 30, 2022, we had net earnings of $3,199,015, which consisted of a $3,325,367 gain on derivative warrant liabilities and $490,013 of income from investments held in the Trust Account, partially offset by $616,365 of general and administrative expenses. For the three months ended June 30, 2021, we had a net loss of $3,275,491, which consisted of a $1,888,493 loss on derivative warrant liabilities and $1,388,661 of general and administrative expenses, offset slightly by $1,663 of income from investments held in the Trust Account.

For the six months ended June 30, 2022, we had net earnings of $6,171,331, which consisted of a $6,758,466 gain on derivative warrant liabilities and $518,171 of income from investments held in the Trust Account, partially offset by $1,105,306 of general and administrative expenses. For the six months ended June 30, 2021, we had a net loss of $3,319,786 which consisted of a $1,888,493 loss on derivative warrant liabilities and $1,432,956 of general and administrative expenses, offset slightly by $1,663 of income from investments held in the Trust Account.

General and administrative expenses included professional fees, franchise taxes and fees related to the services agreement with Post Holdings, Inc. ("Post"). Changes in the fair value of derivative warrant liabilities recognized in the Condensed Statements of Operations were primarily due to market factors largely driven by changes in the fair value of the underlying shares of the warrants.


                        LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2022, we had working capital of $1,321,152, which included $1,235,115 of cash in our operating bank account and excluded the current investments held in the Trust Account and current deferred underwriting commissions in connection with the initial public offering as they were not available for use in the operations of the Company.

Our liquidity needs prior to the closing of the IPO were satisfied through a payment of $25,000 from the Sponsor to purchase 11,500,000 shares of Series F common stock, $0.0001 par value per share (the "Founder Shares") and the loan of $213,424 from the Sponsor under an unsecured promissory note, which was repaid in full on May 28, 2021. On April 8, 2021, the Sponsor surrendered 2,875,000 Founder Shares to the Company for no consideration resulting in an aggregate of 8,625,000 Founder Shares outstanding. Subsequent to the closing of the IPO, our liquidity has been satisfied through the proceeds from the IPO and Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Partnering Transaction, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors, may, but are not obligated to, provide us with working capital loans. As of June 30, 2022, there were no amounts outstanding under any working capital loans.

Based on the foregoing, we believe that we will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors, to meet our needs through the Combination Period in which we have to complete a Partnering Transaction, which is less than twelve months as of June 30, 2022. Over this time period, we will use these funds for paying existing accounts payable, identifying and evaluating prospective Partnering Transaction candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Partnering Transaction.

We do not have any long-term debt obligations, finance lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

On May 28, 2021, we entered into a services agreement that provided that, commencing on the date that our securities were first listed on the NYSE through the earlier of consummation of the Partnering Transaction and our liquidation, we would pay Post $40,000 per month for office space and administrative and support services provided to members of our management team.

The underwriters are entitled to underwriting discounts and commissions of $16,775,000, of which $6,100,000 was paid at the closing of the IPO and $10,675,000 was deferred. The deferred underwriting commissions will be paid to the underwriters upon the consummation of the Partnering Transaction subject to the terms of the underwriting agreement.


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As of June 30, 2022, less than twelve months remained in the Combination Period in which we had to complete a Partnering Transaction. We evaluated our ability to continue as a going concern in accordance with ASC Topic 205-30, "Liquidation Basis of Accounting." We believe that we have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors, to meet our liquidity needs through the Combination Period. It is uncertain that we will be able to complete a Partnering Transaction by the end of the Combination Period, and if a Partnering Transaction is not completed by the end of the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company (see Note 1 within "Notes to Condensed Financial Statements" for information on the liquidating distributions from the Trust Account to holders of the Public Shares upon dissolution). We have determined that the mandatory liquidation, should a Partnering Transaction not occur, and potential subsequent dissolution, raises substantial doubt about our ability to continue as a going concern. As of June 30, 2022, no adjustments had been made to the carrying amounts of assets or liabilities that might be necessary should we be required to liquidate at the end of the Combination Period.


                   CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Derivative Financial Instruments

We account for our warrants in accordance with the guidance contained in Accounting Standards Codification ("ASC") Topic 815, "Derivatives and Hedging," under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify our warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. The Public Warrants were initially measured at fair value using a Monte Carlo simulation at their original issuance and subsequently measured using their quoted market price once they became actively traded on the NYSE during the third quarter of fiscal 2021. The fair value of the Private Placement Warrants was determined using a Black-Scholes Pricing Model using observable and unobservable market data as the significant inputs (risk free rate, dividend yield and volatility).

Series A Common Stock Subject to Possible Redemption

We account for our Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, "Distinguishing Liabilities from Equity" ("ASC 480"). Conditionally redeemable Series A common stock (including shares of Series A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Series A common stock is classified as stockholders' equity. Our Series A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 34,500,000 shares of Series A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of stockholders' equity on our Condensed Balance Sheets. The redemption value of the Series A common stock subject to possible redemption is measured as the amount in the Trust Account at the time of redemption ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay taxes).

Net Earnings (Loss) per Share

Basic and diluted earnings (loss) per share of Series A common stock subject to possible redemption (the "redeemable common stock") and the Series A common stock and Series F common stock not subject to possible redemption (collectively, the "non-redeemable common stock") are presented separately under the two-class method. Basic earnings (loss) per share is based on the average number of shares outstanding during the periods presented for the redeemable common stock and non-redeemable common stock. Net earnings is allocated between the redeemable common stock and non-redeemable common stock based on the weighted-average shares outstanding during the periods presented. The redeemable common stock is measured at its redemption value each period. As allowed for within ASC 480, we have made an election to treat the portion of the remeasurement adjustment that exceeds fair value as an adjustment to income available to holders of shares of redeemable common stock and to income available to holders of shares of non-redeemable common stock for basic and diluted earnings (loss) per share. Diluted earnings (loss) per share is based on the average number of shares of redeemable common stock and non-redeemable common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of warrants, if any, using the "treasury stock" method. In addition, net earnings (loss) for diluted earnings per share is adjusted for the after-tax impact of changes to the fair value of derivative warrant liabilities, to the extent it is dilutive. We have not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate 11,863,333 shares of Series A common


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stock in the calculation of diluted earnings (loss) per share, since the exercise of the warrants into shares of Series A common stock is contingent upon the occurrence of future events. See Note 5 within "Notes to Condensed Financial Statements" for the calculation of basic and diluted earnings (loss) per share of redeemable common stock and non-redeemable common stock.


                RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

See Note 3 within "Notes to Condensed Financial Statements" for a discussion regarding recently issued and adopted accounting standards.


               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this Quarterly Report on Form 10-Q (the "Quarterly Report"). These forward-looking statements are sometimes identified from the use of forward-looking words such as "believe," "should," "could," "potential," "continue," "expect," "project," "estimate," "predict," "anticipate," "aim," "intend," "plan," "forecast," "target," "is likely," "will," "can," "may" or "would" or the negative of these terms or similar expressions elsewhere in this Quarterly Report. Our financial condition, results of operations and cash flows may differ materially from those in the forward-looking statements. Such statements are based on management's current views and assumptions and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include, but are not limited to, the following:

•our being a company with no operating history and no revenues;

•our ability to generate a number of potential Partnering Transaction opportunities;

•our ability to select an appropriate target business or businesses for our Partnering Transaction;

•our ability to complete a Partnering Transaction;

•the limited opportunity for our Public Stockholders to vote on our proposed Partnering Transaction;

•our potential ability to obtain additional financing to complete a Partnering Transaction, including from the Sponsor, Post or other third parties;

•our expectations around the performance of a prospective target business or businesses;

•actual and potential conflicts of interest relating to Post and its subsidiaries, the Sponsor and other entities in which members of our management team are involved;

•our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving a Partnering Transaction;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors following a Partnering Transaction;

•our ability to consummate a Partnering Transaction due to the uncertainty resulting from the COVID-19 pandemic and other events (such as the ongoing conflict in Ukraine, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases);

•the voting structure of our common stock, including any potential adverse effect on our ability to complete a Partnering Transaction timely or cost effectively, and, following a Partnering Transaction, our status as a controlled company and the ability of the Sponsor and Post to exercise control over our policies and operations, each as a result of the high vote feature of our Series B common stock;

•our public securities' liquidity and trading;

•the possible lack of a market for our securities;

•changes in laws or regulations;

•the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance;

•the Trust Account not being subject to claims of third parties;

•the classification of our warrants as liabilities;

•our financial performance; and

•other risks and uncertainties included under "Risk Factors" within Item 1A of Part II of this Quarterly Report and in


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our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 25, 2022, as updated by the risk factor in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 13, 2022.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report to conform these statements to actual results or to changes in our expectations.

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