Sanjeev K. Mehra - 29 Dec 2022 Form 4 Insider Report for Periphas Capital Partnering Corp

Footnote F1

The reported shares of Class A common stock are within 245,600 of the Issuer's Private Placement CAPS, as described under the heading "Description of Securities " in the Issuer's registration statement on Form S-1 (File No. 333-249729).

Footnote F2

This Form 4 reflects the surrender to the Issuer of 245,600 shares of Class A common stock, 827,999 shares of Class F common stock, and 119,999 shares of Class B common stock for no consideration by the Reporting Person pursuant to the Share Surrender Letter, dated December 29, 2022, by and between the Issuer and the Reporting Person.

Footnote F3

The securities reported herein are held by PCPC Holdings, LLC (the "Sponsor"). The Reporting Person indirectly controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Footnote F4

As described in the Issuer's registration statement on Form S-1 (File No. 333-249729) under the heading "Description of Securities-Founder Shares", the shares of Class F common stock, par value $0.0001, would have automatically converted into shares of Class A common stock, par value $0.0001, of the Issuer at the time of the Issuer's initial partnering transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

Footnote F5

As described in the Issuer's registration statement on Form S-1 (File No. 333-249729) under the heading "Description of Securities-Performance Shares", a portion of the shares of Class B common stock, par value $0.0001, would have automatically converted into shares of Class A common stock, par value $0.0001, of the Issuer on the last day of each fiscal year following consummation of the Issuer's initial partnering transaction, depending on a number of factors including, but not limited to, the per price share of the Issuer's shares of Class A common stock, as described under the heading "Description of Securities-Performance Shares".