[sheet: IPO Closing Checklist]

Item No.	Category	Description	Responsible Party	Status	Delivery Date	Notes
1	I. Organizational Documents	Certificate of Incorporation of Pellegrino Hospitality Acquisition Corp., filed with the Delaware Secretary of State on September 30, 2021 (DE SOS File No. 6148293)	Calderwood & Harkness LLP	Filed	September 30, 2021	Original incorporation; CIK 0001937482; EIN 87-3294815
2	I. Organizational Documents	Amended and Restated Certificate of Incorporation of Pellegrino Hospitality Acquisition Corp., filed with the Delaware Secretary of State on January 24, 2022 (DE SOS File No. 6148293)	Calderwood & Harkness LLP	Filed	January 24, 2022	Establishes dual-class structure (Class A and Class B common stock), redemption provisions, 18-month business combination deadline (August 4, 2023, extendable to February 4, 2024), trust account provisions, and blank-check company provisions under Delaware law
3	I. Organizational Documents	Bylaws of Pellegrino Hospitality Acquisition Corp., adopted September 30, 2021	Calderwood & Harkness LLP	Final	September 30, 2021	Initial Bylaws adopted upon incorporation
4	I. Organizational Documents	Amended and Restated Bylaws of Pellegrino Hospitality Acquisition Corp., effective January 24, 2022	Calderwood & Harkness LLP	Executed	January 24, 2022	Restated corporate governance bylaws effective upon IPO closing
5	II. Transaction Agreements	Underwriting Agreement, dated January 19, 2022, among Pellegrino Hospitality Acquisition Corp., Pellegrino Capital Group LLC (as Sponsor), and Meridian Tidewater Securities LLC (as representative of the underwriters, including Brindoval Partners Capital LLC as co-manager)	Calderwood & Harkness LLP / Garrison Whitfield LLP	Executed	January 19, 2022	15,000,000 Units at $10.00/Unit; gross proceeds $150,000,000; upfront discount 2.0% ($3,000,000); deferred commission 3.5% ($5,250,000); 45-day over-allotment option for up to 2,250,000 additional Units
6	II. Transaction Agreements	Investment Management Trust Agreement, dated January 19, 2022, between Pellegrino Hospitality Acquisition Corp. and Atlantic Seaboard Trust Company, N.A. (as Trustee)	Calderwood & Harkness LLP	Executed	January 19, 2022	Trust deposit at base closing: $152,500,000 ($150,000,000 gross IPO proceeds + $5,500,000 Private Placement Warrant proceeds − $3,000,000 upfront underwriting discount); investments in U.S. government treasury obligations (maturity ≤185 days) or qualifying money market funds; Donald Freemantle signing on behalf of ASTC
7	II. Transaction Agreements	Warrant Agreement, dated January 19, 2022, between Pellegrino Hospitality Acquisition Corp. and Keymark Transfer Services LLC (as warrant agent)	Calderwood & Harkness LLP	Executed	January 19, 2022	Governs 7,500,000 public warrants and 5,500,000 Private Placement Warrants; exercise price $11.50 per Class A share; redemption, anti-dilution, and cashless exercise provisions
8	II. Transaction Agreements	Registration Rights Agreement, dated January 19, 2022, among Pellegrino Hospitality Acquisition Corp., Pellegrino Capital Group LLC, and initial security holders (Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento)	Calderwood & Harkness LLP	Executed	January 19, 2022	Demand and piggyback registration rights for Founder Shares, Private Placement Warrants, and underlying Class A shares
9	II. Transaction Agreements	Letter Agreement (Insider Letter), dated January 19, 2022, among Pellegrino Hospitality Acquisition Corp., Pellegrino Capital Group LLC, and PHAC officers and directors (Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento)	Calderwood & Harkness LLP	Executed	January 19, 2022	Founder Share transfer restrictions/lock-up; voting in favor of business combination; waiver of redemption and liquidation distribution rights with respect to Founder Shares; obligations re: business combination deadline
10	II. Transaction Agreements	Private Placement Warrants Purchase Agreement, dated January 19, 2022, between Pellegrino Hospitality Acquisition Corp. and Pellegrino Capital Group LLC	Calderwood & Harkness LLP	Executed	January 19, 2022	PCG to purchase 5,500,000 Private Placement Warrants at $1.00/warrant ($5,500,000 aggregate); proceeds deposited into trust account at Atlantic Seaboard Trust Company, N.A.; additional 825,000 warrants ($825,000) upon full over-allotment exercise
11	II. Transaction Agreements	Administrative Services Agreement, dated January 19, 2022, between Pellegrino Hospitality Acquisition Corp. and Pellegrino Capital Group LLC	Calderwood & Harkness LLP	Executed	January 19, 2022	PCG to provide office space and support services at $15,000/month commencing at IPO closing; address: 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102
12	III. SEC Filings	Registration Statement on Form S-1 (File No. 333-260847), initially filed October 29, 2021	Calderwood & Harkness LLP	Filed	October 29, 2021	CIK: 0001937482
13	III. SEC Filings	SEC Comment Letter — Round 1, received December 3, 2021	SEC Division of Corporation Finance	Received	December 3, 2021	Comments on risk factors, business combination process, dilution analysis, sponsor economics, trust account mechanics, and warrant accounting
14	III. SEC Filings	Response to SEC Comment Letter — Round 1	Calderwood & Harkness LLP (Audrey Zhou)	Filed	December 17, 2021	Filed concurrently with S-1/A (Amendment No. 1)
15	III. SEC Filings	S-1/A (Amendment No. 1), filed December 17, 2021	Calderwood & Harkness LLP	Filed	December 17, 2021	Incorporated revisions responsive to first SEC comment letter
16	III. SEC Filings	SEC Comment Letter — Round 2, received January 4, 2022	SEC Division of Corporation Finance	Received	January 4, 2022	Follow-up comments
17	III. SEC Filings	Response to SEC Comment Letter — Round 2	Calderwood & Harkness LLP	Filed	January 11, 2022	Filed concurrently with S-1/A (Amendment No. 2)
18	III. SEC Filings	S-1/A (Amendment No. 2), filed January 11, 2022	Calderwood & Harkness LLP	Filed	January 11, 2022	Final amendment prior to effectiveness
19	III. SEC Filings	SEC Declaration of Effectiveness of Registration Statement	SEC	Confirmed	January 14, 2022	Registration Statement on Form S-1 (File No. 333-260847) declared effective
20	III. SEC Filings	Rule 424(b)(4) Final Prospectus filed with SEC	Calderwood & Harkness LLP	Filed	January 20, 2022	Final prospectus reflecting pricing on January 19, 2022
21	IV. Corporate Authorizations & Officer Certificates	Board Resolutions of Pellegrino Hospitality Acquisition Corp. authorizing the IPO, execution of transaction agreements, and related matters	Calderwood & Harkness LLP	Executed	January 19, 2022	Approved by Board: Marco A. Pellegrino (Chairman & CEO), Daniella R. Pellegrino (President & CFO), Vincent Abruzzi (COO), Constance Liu-Harmon, Dr. Rafael Espinosa, Judith Anne Sorrento
22	IV. Corporate Authorizations & Officer Certificates	Incumbency Certificate of Pellegrino Hospitality Acquisition Corp.	Calderwood & Harkness LLP	Executed	January 24, 2022	Certifying officers: Marco A. Pellegrino (Chairman & CEO), Daniella R. Pellegrino (President & CFO), Vincent Abruzzi (COO)
23	IV. Corporate Authorizations & Officer Certificates	Officer's Certificate of Pellegrino Hospitality Acquisition Corp. (Underwriting Agreement Section — Representations & Warranties)	PHAC (Daniella R. Pellegrino, CFO)	Executed	January 24, 2022	Certifying accuracy of representations and warranties and satisfaction of closing conditions under the Underwriting Agreement
24	IV. Corporate Authorizations & Officer Certificates	Secretary's Certificate of Pellegrino Hospitality Acquisition Corp. (attaching Certificate of Incorporation, Bylaws, Board Resolutions)	PHAC	Executed	January 24, 2022	Certified copies of organizational documents and authorizing resolutions

25	IV. Corporate Authorizations & Officer Certificates	Sponsor Resolutions — Pellegrino Capital Group LLC authorizing the transactions contemplated by the Underwriting Agreement, Letter Agreement, Registration Rights Agreement, and Private Placement Warrants Purchase Agreement	Calderwood & Harkness LLP	Executed	January 19, 2022	Signed by Marco A. Pellegrino as Managing Member of PCG
26	V. Legal Opinions	Legal Opinion and 10b-5 Negative Assurance Letter of Calderwood & Harkness LLP (Issuer's Counsel), dated January 19, 2022, addressed to Pellegrino Hospitality Acquisition Corp. and Meridian Tidewater Securities LLC	Calderwood & Harkness LLP (Theodore Langston)	Executed	January 19, 2022	Opines on valid issuance, full payment, non-assessability of Units, Class A shares, and warrants; 10b-5 negative assurance as of effectiveness (Jan. 14, 2022) and pricing (Jan. 19, 2022); governed by Delaware law
27	V. Legal Opinions	Legal Opinion of Garrison Whitfield LLP (Underwriters' Counsel), dated January 19, 2022, addressed to Meridian Tidewater Securities LLC and Brindoval Partners Capital LLC	Garrison Whitfield LLP (Stuart Halverson)	Executed	January 19, 2022	Covers registration, compliance, and related matters
28	VI. Trust Account Funding	Wire transfer of $150,000,000 (gross IPO proceeds) to trust account at Atlantic Seaboard Trust Company, N.A., 100 Federal Street, Suite 2200, Boston, MA 02110	Meridian Tidewater Securities LLC / Atlantic Seaboard Trust Company, N.A.	Confirmed	January 24, 2022	15,000,000 Units × $10.00/Unit
29	VI. Trust Account Funding	Wire transfer of $5,500,000 (Private Placement Warrant purchase price) from Pellegrino Capital Group LLC to trust account at Atlantic Seaboard Trust Company, N.A.	Pellegrino Capital Group LLC / Atlantic Seaboard Trust Company, N.A.	Confirmed	January 24, 2022	5,500,000 warrants × $1.00/warrant
30	VI. Trust Account Funding	Payment of upfront underwriting discount of $3,000,000 to Meridian Tidewater Securities LLC	PHAC / Meridian Tidewater Securities LLC	Confirmed	January 24, 2022	$150,000,000 × 2.0%
31	VI. Trust Account Funding	Confirmation of net trust deposit at base closing: $152,500,000 ($150,000,000 + $5,500,000 − $3,000,000)	Atlantic Seaboard Trust Company, N.A. (Donald Freemantle)	Confirmed	January 24, 2022	Deferred underwriting commission of $5,250,000 held in trust, payable only upon completion of initial business combination
32	VII. Good Standing Certificates	Good Standing Certificate — Pellegrino Hospitality Acquisition Corp. (State of Delaware)	Calderwood & Harkness LLP	Received	January 2022	DE SOS File No. 6148293
33	VII. Good Standing Certificates	Good Standing Certificate — Pellegrino Capital Group LLC (State of Delaware)	Calderwood & Harkness LLP	Received	January 2022	PCG EIN: 65-1084273
34	VII. Good Standing Certificates	Good Standing Certificate — Pellegrino Capital Group LLC (State of Florida)	Calderwood & Harkness LLP	Received	January 2022	PCG registered to do business in FL
35	VIII. Regulatory Approvals & Exchange Listing	FINRA Clearance — No objection letter from FINRA regarding underwriting compensation and arrangements	Garrison Whitfield LLP / Meridian Tidewater Securities LLC	Received	January 2022	Confirms compliance of underwriting compensation (total 5.5% = $8,250,000 base deal)
36	VIII. Regulatory Approvals & Exchange Listing	Nasdaq Listing Approval — Units (ticker: PHAU, CUSIP: 70633M 100)	Calderwood & Harkness LLP / Nasdaq	Confirmed	January 24, 2022	Units begin trading January 24, 2022
37	VIII. Regulatory Approvals & Exchange Listing	Nasdaq Listing Approval — Class A Common Stock (ticker: PHA, CUSIP: 70633M 118)	Calderwood & Harkness LLP / Nasdaq	Confirmed	January 24, 2022	Listing to become effective upon Unit separation
38	VIII. Regulatory Approvals & Exchange Listing	Nasdaq Listing Approval — Warrants (ticker: PHAW, CUSIP: 70633M 126)	Calderwood & Harkness LLP / Nasdaq	Confirmed	January 24, 2022	Listing to become effective upon Unit separation
39	IX. Insurance	D&O Insurance Policy — Pinnacle Assurance Group Ltd., Policy No. DOC-2022-017839	Pellegrino Capital Group LLC	Confirmed	January 24, 2022	Annual premium: $385,000; policy inception: January 24, 2022; covers directors and officers of PHAC
40	X. Auditor / Accounting	Consent of Whitmore, Linden & Pratt LLP (independent registered public accounting firm, PCAOB-registered) included in Registration Statement	Whitmore, Linden & Pratt LLP (Gerald Okonkwo)	Filed	January 14, 2022	Auditor consent to inclusion of audit report on PHAC balance sheet in the S-1; 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131
41	X. Auditor / Accounting	Comfort Letter from Whitmore, Linden & Pratt LLP to Meridian Tidewater Securities LLC	Whitmore, Linden & Pratt LLP	Executed	January 19, 2022	Cold comfort letter delivered at pricing
42	XI. Transfer Agent / Warrant Agent	Appointment of Keymark Transfer Services LLC as Transfer Agent, Registrar, and Warrant Agent	Calderwood & Harkness LLP	Confirmed	January 19, 2022	Keymark Transfer Services LLC, 525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310
43	XI. Transfer Agent / Warrant Agent	DTC Eligibility Confirmation for Units, Class A Common Stock, and Warrants	Keymark Transfer Services LLC	Confirmed	January 2022	Securities eligible for book-entry transfer through DTC
44	XII. Founder Shares	Confirmation of issuance of 3,750,000 shares of Class B common stock (Founder Shares) to Pellegrino Capital Group LLC	Calderwood & Harkness LLP / Keymark Transfer Services LLC	Confirmed	October 5, 2021	Purchase price: $25,000 (≈$0.00667/share); 487,500 shares subject to forfeiture if over-allotment not exercised in full; 20% of post-IPO outstanding shares (3,750,000 ÷ 18,750,000)
45	XIII. Signature Pages	Signature pages — Underwriting Agreement (PHAC, PCG, Meridian Tidewater Securities LLC, Brindoval Partners Capital LLC)	Calderwood & Harkness LLP / Garrison Whitfield LLP	Executed	January 19, 2022	Signatories: Marco A. Pellegrino (PHAC & PCG), Jason R. Wovington (Meridian Tidewater), Amanda Kirchner (Brindoval)
46	XIII. Signature Pages	Signature pages — Investment Management Trust Agreement (PHAC, Atlantic Seaboard Trust Company, N.A.)	Calderwood & Harkness LLP	Executed	January 19, 2022	Signatories: Marco A. Pellegrino or Daniella R. Pellegrino (PHAC), Donald Freemantle (ASTC)
47	XIII. Signature Pages	Signature pages — Warrant Agreement (PHAC, Keymark Transfer Services LLC)	Calderwood & Harkness LLP	Executed	January 19, 2022
48	XIII. Signature Pages	Signature pages — Registration Rights Agreement (PHAC, PCG, initial security holders)	Calderwood & Harkness LLP	Executed	January 19, 2022	Signed by all six officers and directors individually
49	XIII. Signature Pages	Signature pages — Letter Agreement / Insider Letter (PHAC, PCG, officers and directors)	Calderwood & Harkness LLP	Executed	January 19, 2022	Signed by Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, Judith Anne Sorrento

50	XIII. Signature Pages	Signature pages — Private Placement Warrants Purchase Agreement (PHAC, PCG)	Calderwood & Harkness LLP	Executed	January 19, 2022
51	XIII. Signature Pages	Signature pages — Administrative Services Agreement (PHAC, PCG)	Calderwood & Harkness LLP	Executed	January 19, 2022
52	XIII. Signature Pages	Signature pages — Legal Opinion (Calderwood & Harkness LLP)	Calderwood & Harkness LLP (Theodore Langston)	Executed	January 19, 2022
53	XIV. Registered Agent	Confirmation of Registered Agent — National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, DE 19801 (for both PHAC and PCG)	Calderwood & Harkness LLP	Confirmed	September 30, 2021

[sheet: Over-Allotment Closing Checklis]

Item No.	Category	Description	Responsible Party	Status	Delivery Date	Notes
1	I. Over-Allotment Exercise	Notice of Exercise of Over-Allotment Option by Meridian Tidewater Securities LLC (full exercise: 2,250,000 additional Units)	Meridian Tidewater Securities LLC (Jason R. Wovington / Priya Narasimhan)	Received	February 1, 2022	2,250,000 additional Units × $10.00 = $22,500,000 additional gross proceeds; exercised within 45-day option period
2	II. Additional Trust Account Funding	Wire transfer of $22,500,000 (additional gross IPO proceeds) to trust account at Atlantic Seaboard Trust Company, N.A.	Meridian Tidewater Securities LLC / Atlantic Seaboard Trust Company, N.A.	Confirmed	February 4, 2022	2,250,000 Units × $10.00
3	II. Additional Trust Account Funding	Wire transfer of $825,000 (additional Private Placement Warrant purchase price) from Pellegrino Capital Group LLC to trust account at Atlantic Seaboard Trust Company, N.A.	Pellegrino Capital Group LLC / Atlantic Seaboard Trust Company, N.A.	Confirmed	February 4, 2022	825,000 additional warrants × $1.00/warrant
4	II. Additional Trust Account Funding	Payment of additional upfront underwriting discount of $450,000 to Meridian Tidewater Securities LLC	PHAC / Meridian Tidewater Securities LLC	Confirmed	February 4, 2022	$22,500,000 × 2.0%
5	II. Additional Trust Account Funding	Confirmation of net additional trust deposit at over-allotment closing: $22,875,000 ($22,500,000 + $825,000 − $450,000)	Atlantic Seaboard Trust Company, N.A. (Donald Freemantle)	Confirmed	February 4, 2022	Additional deferred underwriting commission of $787,500 ($22,500,000 × 3.5%) held in trust
6	II. Additional Trust Account Funding	Confirmation of total trust balance after over-allotment closing: $175,375,000 ($152,500,000 + $22,875,000)	Atlantic Seaboard Trust Company, N.A.	Confirmed	February 4, 2022	Total deferred underwriting commission held in trust: $6,037,500 ($5,250,000 + $787,500)
7	III. Founder Shares Adjustment	Confirmation that 487,500 Founder Shares are no longer subject to forfeiture due to full exercise of over-allotment option	Calderwood & Harkness LLP / Keymark Transfer Services LLC	Confirmed	February 4, 2022	Final Class B shares outstanding: 4,237,500 (3,750,000 base + 487,500); total shares outstanding: 21,487,500 (17,250,000 Class A + 4,237,500 Class B); Founder Share percentage: ~19.72% (≈20% with rounding adjustment per organizational documents)
8	IV. Additional Securities Issuance	Issuance of 2,250,000 additional Units (each consisting of one Class A share and one-half warrant)	Keymark Transfer Services LLC	Confirmed	February 4, 2022	1,125,000 additional whole public warrants; total public warrants: 8,625,000 (7,500,000 + 1,125,000)
9	IV. Additional Securities Issuance	Issuance of 825,000 additional Private Placement Warrants to Pellegrino Capital Group LLC	Keymark Transfer Services LLC	Confirmed	February 4, 2022	Total Private Placement Warrants: 6,325,000 (5,500,000 + 825,000); total warrant proceeds: $6,325,000
10	V. Officer's Certificate	Officer's Certificate of Pellegrino Hospitality Acquisition Corp. — Over-Allotment Closing (certifying accuracy of representations and warranties and satisfaction of closing conditions)	PHAC (Daniella R. Pellegrino, CFO)	Executed	February 4, 2022
11	V. Officer's Certificate	Bring-down Comfort Letter from Whitmore, Linden & Pratt LLP	Whitmore, Linden & Pratt LLP	Executed	February 4, 2022	Bring-down comfort delivered at over-allotment closing
12	VI. Signature Pages	Signature pages — Over-allotment closing documentation	Calderwood & Harkness LLP / Garrison Whitfield LLP	Executed	February 4, 2022

[sheet: Summary — Capital & Trust]

Item	Base Closing (Jan. 24, 2022)	Over-Allotment Closing (Feb. 4, 2022)	Total	Notes
Gross IPO Proceeds	$150,000,000	$22,500,000	$172,500,000	15,000,000 Units + 2,250,000 Units @ $10.00/Unit
Upfront Underwriting discount (2.0%)	$3,000,000	$450,000	$3,450,000	Paid to Meridian Tidewater Securities LLC at each closing
Deferred Underwriting Commission (3.5%)	$5,250,000	$787,500	$6,037,500	Held in trust; payable upon completion of initial business combination
Total Underwriting Compensation (5.5%)	$8,250,000	$1,237,500	$9,487,500	Sum of upfront discount and deferred commission
Private Placement Warrant Proceeds	$5,500,000	$825,000	$6,325,000	5,500,000 + 825,000 = 6,325,000 warrants @ $1.00 each; purchased by PCG
Net Trust Deposit	$152,500,000	$22,875,000	$175,375,000	Gross proceeds + PPW proceeds − upfront underwriting discount
Units Sold	15,000,000	2,250,000	17,250,000
Class A Common Stock Outstanding	15,000,000	2,250,000	17,250,000	One Class A share per Unit
Class B Common Stock (Founder Shares) Outstanding	3,750,000	487,500 released from forfeiture	4,237,500	~20% of total shares outstanding per organizational documents
Total Shares Outstanding	18,750,000	2,737,500	21,487,500	Class A + Class B
Public Warrants Issued	7,500,000	1,125,000	8,625,000	One-half warrant per Unit; exercise price $11.50/share
Private Placement Warrants Issued	5,500,000	825,000	6,325,000	Purchased by Pellegrino Capital Group LLC
Total Warrants Outstanding	13,000,000	1,950,000	14,950,000	Public + Private Placement
Founder Shares Purchase Price	$25,000	—	$25,000	Paid October 5, 2021; ≈$0.00667/share
D&O Insurance Premium	$385,000	—	$385,000	Pinnacle Assurance Group Ltd.; Policy No. DOC-2022-017839; inception Jan. 24, 2022
Admin. Services Agreement (Monthly)	$15,000/month	—	$15,000/month	PCG to PHAC; commences at IPO closing
C&H Legal Fee Cap	$750,000	—	$750,000	Final fees billed: $712,400; retainer: $100,000 received Oct. 1, 2021; Matter No. 1027-00001

[sheet: Key Parties & Contacts]

Party	Full Legal Name	Role	Key Contact(s)	Title	Address	Jurisdiction / Entity Type
PHAC	Pellegrino Hospitality Acquisition Corp.	Issuer (Blank-Check Company)	Marco A. Pellegrino; Daniella R. Pellegrino; Vincent Abruzzi	Chairman & CEO; President & CFO; COO	c/o PCG, 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102	Delaware corporation; DE SOS File No. 6148293; EIN 87-3294815; CIK 0001937482
PCG	Pellegrino Capital Group LLC	Sponsor	Marco A. Pellegrino	Managing Member & Founder	1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102	Delaware LLC (registered in FL); EIN 65-1084273
MTS	Meridian Tidewater Securities LLC	Lead Underwriter / Book-Running Manager	Jason R. Wovington; Priya Narasimhan	MD, Head of SPAC Origination; Director, ECM	277 Park Avenue, 38th Floor, New York, NY 10172	Delaware LLC; FINRA member
CPC	Brindoval Partners Capital LLC	Co-Manager	Amanda Kirchner	Managing Director, Capital Markets	600 Lexington Avenue, 21st Floor, New York, NY 10022	Delaware LLC; FINRA member
C&H	Calderwood & Harkness LLP	Issuer's Counsel	Theodore Langston; Vivienne St. Claire; Audrey Zhou; Brendan Walsh	Responsible Partner; Billing Partner; Lead Associate; Working Associate	425 Lexington Avenue, New York, NY 10017	New York LLP
GW	Garrison Whitfield LLP	Underwriters' Counsel	Stuart Halverson; Nina Petrova	Partner; Senior Associate	51 West 52nd Street, New York, NY 10019	New York LLP
ASTC	Atlantic Seaboard Trust Company, N.A.	Trustee	Donald Freemantle	VP, Corporate Trust Services	100 Federal Street, Suite 2200, Boston, MA 02110	National banking association (OCC-chartered)
Keymark	Keymark Transfer Services LLC	Transfer Agent / Registrar / Warrant Agent	—	—	525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310	Delaware LLC
WLP	Whitmore, Linden & Pratt LLP	Independent Auditor (PCAOB-registered)	Gerald Okonkwo	Engagement Partner, Audit	200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131	Delaware LLP
Pinnacle	Pinnacle Assurance Group Ltd.	D&O Insurance Carrier	—	—	—	Policy No. DOC-2022-017839
Registered Agent (DE)	National Registered Agents of Delaware, Inc.	Registered Agent for PHAC and PCG	—	—	1209 Orange Street, Wilmington, DE 19801	—
PHAC Independent Directors	—	Independent Directors of PHAC	Constance Liu-Harmon; Dr. Rafael Espinosa; Judith Anne Sorrento	Independent Director; Independent Director; Independent Director	—	—

[sheet: Key Dates & Timeline]

Date	Event	Responsible Party	Notes
September 27, 2021	Engagement opened; engagement letter executed between Calderwood & Harkness LLP and Pellegrino Capital Group LLC	C&H / PCG	C&H Matter No. 1027-00001
September 30, 2021	PHAC incorporated in Delaware; initial Bylaws adopted	C&H	DE SOS File No. 6148293
October 1, 2021	$100,000 retainer received from PCG	PCG / C&H	Per engagement letter
October 5, 2021	3,750,000 Founder Shares (Class B common stock) issued to PCG for $25,000	C&H / Keymark	≈$0.00667/share
October 29, 2021	S-1 Registration Statement initially filed with SEC (File No. 333-260847)	C&H	CIK: 0001937482
December 3, 2021	First SEC comment letter received from Division of Corporation Finance	SEC
December 17, 2021	S-1/A (Amendment No. 1) filed; Response to Round 1 comments submitted	C&H (Audrey Zhou)
January 4, 2022	Second SEC comment letter received	SEC
January 11, 2022	S-1/A (Amendment No. 2) filed; Response to Round 2 comments submitted	C&H
January 14, 2022	SEC declared Registration Statement effective	SEC
January 19, 2022	Pricing at $10.00/Unit; Underwriting Agreement, Trust Agreement, Warrant Agreement, Registration Rights Agreement, Letter Agreement, Private Placement Warrants Purchase Agreement, and Administrative Services Agreement all executed; Legal Opinion delivered	All parties	15,000,000 Units; $150,000,000 gross proceeds
January 20, 2022	Rule 424(b)(4) final prospectus filed with SEC	C&H
January 24, 2022	IPO closing (settlement); Units begin trading on Nasdaq (PHAU); Amended and Restated Certificate of Incorporation and Bylaws filed/effective; trust account funded ($152,500,000); D&O policy inception	All parties	T+3 from pricing
February 1, 2022	Over-allotment option exercised in full by Meridian Tidewater Securities LLC (2,250,000 additional Units)	MTS	Within 45-day option period
February 4, 2022	Over-allotment closing; additional trust deposit of $22,875,000; total trust balance: $175,375,000; 487,500 Founder Shares released from forfeiture	All parties
August 4, 2023	Business combination deadline (18 months from IPO closing)	PHAC	Extendable upon deposit of extension payments
February 4, 2024	Extended business combination deadline (24 months from IPO closing)	PHAC	Final deadline for consummation of initial business combination

[sheet: Securities Reference]

Security	Nasdaq Ticker	CUSIP	Description	Quantity (Base Closing)	Quantity (After OA Closing)
Units	PHAU	70633M 100	One share of Class A common stock + one-half redeemable warrant	15,000,000	17,250,000
Class A Common Stock	PHA	70633M 118	Public shares; $0.0001 par value; redeemable in connection with business combination	15,000,000	17,250,000
Public Warrants	PHAW	70633M 126	Each whole warrant exercisable for one Class A share at $11.50/share	7,500,000	8,625,000
Class B Common Stock (Founder Shares)	—	—	Held by PCG (Sponsor); converts to Class A upon business combination; not publicly traded	3,750,000 (487,500 subject to forfeiture)	4,237,500 (no forfeiture)
Private Placement Warrants	—	—	Held by PCG; each exercisable for one Class A share at $11.50/share; not publicly traded until post-business combination registration	5,500,000	6,325,000

[sheet: IPO Closing Checklist]
Item No. | Category | Description | Responsible Party | Status | Delivery Date | Notes
1 | I. Organizational Documents | Certificate of Incorporation of Pellegrino Hospitality Acquisition Corp., filed with the Delaware Secretary of State on September 30, 2021 (DE SOS File No. 6148293) | Calderwood & Harkness LLP | Filed | September 30, 2021 | Original incorporation; CIK 0001937482; EIN 87-3294815
2 | I. Organizational Documents | Amended and Restated Certificate of Incorporation of Pellegrino Hospitality Acquisition Corp., filed with the Delaware Secretary of State on January 24, 2022 (DE SOS File No. 6148293) | Calderwood & Harkness LLP | Filed | January 24, 2022 | Establishes dual-class structure (Class A and Class B common stock), redemption provisions, 18-month business combination deadline (August 4, 2023, extendable to February 4, 2024), trust account provisions, and blank-check company provisions under Delaware law
3 | I. Organizational Documents | Bylaws of Pellegrino Hospitality Acquisition Corp., adopted September 30, 2021 | Calderwood & Harkness LLP | Final | September 30, 2021 | Initial Bylaws adopted upon incorporation
4 | I. Organizational Documents | Amended and Restated Bylaws of Pellegrino Hospitality Acquisition Corp., effective January 24, 2022 | Calderwood & Harkness LLP | Executed | January 24, 2022 | Restated corporate governance bylaws effective upon IPO closing
5 | II. Transaction Agreements | Underwriting Agreement, dated January 19, 2022, among Pellegrino Hospitality Acquisition Corp., Pellegrino Capital Group LLC (as Sponsor), and Meridian Tidewater Securities LLC (as representative of the underwriters, including Brindoval Partners Capital LLC as co-manager) | Calderwood & Harkness LLP / Garrison Whitfield LLP | Executed | January 19, 2022 | 15,000,000 Units at $10.00/Unit; gross proceeds $150,000,000; upfront discount 2.0% ($3,000,000); deferred commission 3.5% ($5,250,000); 45-day over-allotment option for up to 2,250,000 additional Units
6 | II. Transaction Agreements | Investment Management Trust Agreement, dated January 19, 2022, between Pellegrino Hospitality Acquisition Corp. and Atlantic Seaboard Trust Company, N.A. (as Trustee) | Calderwood & Harkness LLP | Executed | January 19, 2022 | Trust deposit at base closing: $152,500,000 ($150,000,000 gross IPO proceeds + $5,500,000 Private Placement Warrant proceeds − $3,000,000 upfront underwriting discount); investments in U.S. government treasury obligations (maturity ≤185 days) or qualifying money market funds; Donald Freemantle signing on behalf of ASTC
7 | II. Transaction Agreements | Warrant Agreement, dated January 19, 2022, between Pellegrino Hospitality Acquisition Corp. and Keymark Transfer Services LLC (as warrant agent) | Calderwood & Harkness LLP | Executed | January 19, 2022 | Governs 7,500,000 public warrants and 5,500,000 Private Placement Warrants; exercise price $11.50 per Class A share; redemption, anti-dilution, and cashless exercise provisions
8 | II. Transaction Agreements | Registration Rights Agreement, dated January 19, 2022, among Pellegrino Hospitality Acquisition Corp., Pellegrino Capital Group LLC, and initial security holders (Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento) | Calderwood & Harkness LLP | Executed | January 19, 2022 | Demand and piggyback registration rights for Founder Shares, Private Placement Warrants, and underlying Class A shares
9 | II. Transaction Agreements | Letter Agreement (Insider Letter), dated January 19, 2022, among Pellegrino Hospitality Acquisition Corp., Pellegrino Capital Group LLC, and PHAC officers and directors (Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento) | Calderwood & Harkness LLP | Executed | January 19, 2022 | Founder Share transfer restrictions/lock-up; voting in favor of business combination; waiver of redemption and liquidation distribution rights with respect to Founder Shares; obligations re: business combination deadline
10 | II. Transaction Agreements | Private Placement Warrants Purchase Agreement, dated January 19, 2022, between Pellegrino Hospitality Acquisition Corp. and Pellegrino Capital Group LLC | Calderwood & Harkness LLP | Executed | January 19, 2022 | PCG to purchase 5,500,000 Private Placement Warrants at $1.00/warrant ($5,500,000 aggregate); proceeds deposited into trust account at Atlantic Seaboard Trust Company, N.A.; additional 825,000 warrants ($825,000) upon full over-allotment exercise
11 | II. Transaction Agreements | Administrative Services Agreement, dated January 19, 2022, between Pellegrino Hospitality Acquisition Corp. and Pellegrino Capital Group LLC | Calderwood & Harkness LLP | Executed | January 19, 2022 | PCG to provide office space and support services at $15,000/month commencing at IPO closing; address: 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102
12 | III. SEC Filings | Registration Statement on Form S-1 (File No. 333-260847), initially filed October 29, 2021 | Calderwood & Harkness LLP | Filed | October 29, 2021 | CIK: 0001937482
13 | III. SEC Filings | SEC Comment Letter — Round 1, received December 3, 2021 | SEC Division of Corporation Finance | Received | December 3, 2021 | Comments on risk factors, business combination process, dilution analysis, sponsor economics, trust account mechanics, and warrant accounting
14 | III. SEC Filings | Response to SEC Comment Letter — Round 1 | Calderwood & Harkness LLP (Audrey Zhou) | Filed | December 17, 2021 | Filed concurrently with S-1/A (Amendment No. 1)
15 | III. SEC Filings | S-1/A (Amendment No. 1), filed December 17, 2021 | Calderwood & Harkness LLP | Filed | December 17, 2021 | Incorporated revisions responsive to first SEC comment letter
16 | III. SEC Filings | SEC Comment Letter — Round 2, received January 4, 2022 | SEC Division of Corporation Finance | Received | January 4, 2022 | Follow-up comments
17 | III. SEC Filings | Response to SEC Comment Letter — Round 2 | Calderwood & Harkness LLP | Filed | January 11, 2022 | Filed concurrently with S-1/A (Amendment No. 2)
18 | III. SEC Filings | S-1/A (Amendment No. 2), filed January 11, 2022 | Calderwood & Harkness LLP | Filed | January 11, 2022 | Final amendment prior to effectiveness
19 | III. SEC Filings | SEC Declaration of Effectiveness of Registration Statement | SEC | Confirmed | January 14, 2022 | Registration Statement on Form S-1 (File No. 333-260847) declared effective
20 | III. SEC Filings | Rule 424(b)(4) Final Prospectus filed with SEC | Calderwood & Harkness LLP | Filed | January 20, 2022 | Final prospectus reflecting pricing on January 19, 2022
21 | IV. Corporate Authorizations & Officer Certificates | Board Resolutions of Pellegrino Hospitality Acquisition Corp. authorizing the IPO, execution of transaction agreements, and related matters | Calderwood & Harkness LLP | Executed | January 19, 2022 | Approved by Board: Marco A. Pellegrino (Chairman & CEO), Daniella R. Pellegrino (President & CFO), Vincent Abruzzi (COO), Constance Liu-Harmon, Dr. Rafael Espinosa, Judith Anne Sorrento
22 | IV. Corporate Authorizations & Officer Certificates | Incumbency Certificate of Pellegrino Hospitality Acquisition Corp. | Calderwood & Harkness LLP | Executed | January 24, 2022 | Certifying officers: Marco A. Pellegrino (Chairman & CEO), Daniella R. Pellegrino (President & CFO), Vincent Abruzzi (COO)
23 | IV. Corporate Authorizations & Officer Certificates | Officer's Certificate of Pellegrino Hospitality Acquisition Corp. (Underwriting Agreement Section — Representations & Warranties) | PHAC (Daniella R. Pellegrino, CFO) | Executed | January 24, 2022 | Certifying accuracy of representations and warranties and satisfaction of closing conditions under the Underwriting Agreement
24 | IV. Corporate Authorizations & Officer Certificates | Secretary's Certificate of Pellegrino Hospitality Acquisition Corp. (attaching Certificate of Incorporation, Bylaws, Board Resolutions) | PHAC | Executed | January 24, 2022 | Certified copies of organizational documents and authorizing resolutions
25 | IV. Corporate Authorizations & Officer Certificates | Sponsor Resolutions — Pellegrino Capital Group LLC authorizing the transactions contemplated by the Underwriting Agreement, Letter Agreement, Registration Rights Agreement, and Private Placement Warrants Purchase Agreement | Calderwood & Harkness LLP | Executed | January 19, 2022 | Signed by Marco A. Pellegrino as Managing Member of PCG
26 | V. Legal Opinions | Legal Opinion and 10b-5 Negative Assurance Letter of Calderwood & Harkness LLP (Issuer's Counsel), dated January 19, 2022, addressed to Pellegrino Hospitality Acquisition Corp. and Meridian Tidewater Securities LLC | Calderwood & Harkness LLP (Theodore Langston) | Executed | January 19, 2022 | Opines on valid issuance, full payment, non-assessability of Units, Class A shares, and warrants; 10b-5 negative assurance as of effectiveness (Jan. 14, 2022) and pricing (Jan. 19, 2022); governed by Delaware law
27 | V. Legal Opinions | Legal Opinion of Garrison Whitfield LLP (Underwriters' Counsel), dated January 19, 2022, addressed to Meridian Tidewater Securities LLC and Brindoval Partners Capital LLC | Garrison Whitfield LLP (Stuart Halverson) | Executed | January 19, 2022 | Covers registration, compliance, and related matters
28 | VI. Trust Account Funding | Wire transfer of $150,000,000 (gross IPO proceeds) to trust account at Atlantic Seaboard Trust Company, N.A., 100 Federal Street, Suite 2200, Boston, MA 02110 | Meridian Tidewater Securities LLC / Atlantic Seaboard Trust Company, N.A. | Confirmed | January 24, 2022 | 15,000,000 Units × $10.00/Unit
29 | VI. Trust Account Funding | Wire transfer of $5,500,000 (Private Placement Warrant purchase price) from Pellegrino Capital Group LLC to trust account at Atlantic Seaboard Trust Company, N.A. | Pellegrino Capital Group LLC / Atlantic Seaboard Trust Company, N.A. | Confirmed | January 24, 2022 | 5,500,000 warrants × $1.00/warrant
30 | VI. Trust Account Funding | Payment of upfront underwriting discount of $3,000,000 to Meridian Tidewater Securities LLC | PHAC / Meridian Tidewater Securities LLC | Confirmed | January 24, 2022 | $150,000,000 × 2.0%
31 | VI. Trust Account Funding | Confirmation of net trust deposit at base closing: $152,500,000 ($150,000,000 + $5,500,000 − $3,000,000) | Atlantic Seaboard Trust Company, N.A. (Donald Freemantle) | Confirmed | January 24, 2022 | Deferred underwriting commission of $5,250,000 held in trust, payable only upon completion of initial business combination
32 | VII. Good Standing Certificates | Good Standing Certificate — Pellegrino Hospitality Acquisition Corp. (State of Delaware) | Calderwood & Harkness LLP | Received | January 2022 | DE SOS File No. 6148293
33 | VII. Good Standing Certificates | Good Standing Certificate — Pellegrino Capital Group LLC (State of Delaware) | Calderwood & Harkness LLP | Received | January 2022 | PCG EIN: 65-1084273
34 | VII. Good Standing Certificates | Good Standing Certificate — Pellegrino Capital Group LLC (State of Florida) | Calderwood & Harkness LLP | Received | January 2022 | PCG registered to do business in FL
35 | VIII. Regulatory Approvals & Exchange Listing | FINRA Clearance — No objection letter from FINRA regarding underwriting compensation and arrangements | Garrison Whitfield LLP / Meridian Tidewater Securities LLC | Received | January 2022 | Confirms compliance of underwriting compensation (total 5.5% = $8,250,000 base deal)
36 | VIII. Regulatory Approvals & Exchange Listing | Nasdaq Listing Approval — Units (ticker: PHAU, CUSIP: 70633M 100) | Calderwood & Harkness LLP / Nasdaq | Confirmed | January 24, 2022 | Units begin trading January 24, 2022
37 | VIII. Regulatory Approvals & Exchange Listing | Nasdaq Listing Approval — Class A Common Stock (ticker: PHA, CUSIP: 70633M 118) | Calderwood & Harkness LLP / Nasdaq | Confirmed | January 24, 2022 | Listing to become effective upon Unit separation
38 | VIII. Regulatory Approvals & Exchange Listing | Nasdaq Listing Approval — Warrants (ticker: PHAW, CUSIP: 70633M 126) | Calderwood & Harkness LLP / Nasdaq | Confirmed | January 24, 2022 | Listing to become effective upon Unit separation
39 | IX. Insurance | D&O Insurance Policy — Pinnacle Assurance Group Ltd., Policy No. DOC-2022-017839 | Pellegrino Capital Group LLC | Confirmed | January 24, 2022 | Annual premium: $385,000; policy inception: January 24, 2022; covers directors and officers of PHAC
40 | X. Auditor / Accounting | Consent of Whitmore, Linden & Pratt LLP (independent registered public accounting firm, PCAOB-registered) included in Registration Statement | Whitmore, Linden & Pratt LLP (Gerald Okonkwo) | Filed | January 14, 2022 | Auditor consent to inclusion of audit report on PHAC balance sheet in the S-1; 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131
41 | X. Auditor / Accounting | Comfort Letter from Whitmore, Linden & Pratt LLP to Meridian Tidewater Securities LLC | Whitmore, Linden & Pratt LLP | Executed | January 19, 2022 | Cold comfort letter delivered at pricing
42 | XI. Transfer Agent / Warrant Agent | Appointment of Keymark Transfer Services LLC as Transfer Agent, Registrar, and Warrant Agent | Calderwood & Harkness LLP | Confirmed | January 19, 2022 | Keymark Transfer Services LLC, 525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310
43 | XI. Transfer Agent / Warrant Agent | DTC Eligibility Confirmation for Units, Class A Common Stock, and Warrants | Keymark Transfer Services LLC | Confirmed | January 2022 | Securities eligible for book-entry transfer through DTC
44 | XII. Founder Shares | Confirmation of issuance of 3,750,000 shares of Class B common stock (Founder Shares) to Pellegrino Capital Group LLC | Calderwood & Harkness LLP / Keymark Transfer Services LLC | Confirmed | October 5, 2021 | Purchase price: $25,000 (≈$0.00667/share); 487,500 shares subject to forfeiture if over-allotment not exercised in full; 20% of post-IPO outstanding shares (3,750,000 ÷ 18,750,000)
45 | XIII. Signature Pages | Signature pages — Underwriting Agreement (PHAC, PCG, Meridian Tidewater Securities LLC, Brindoval Partners Capital LLC) | Calderwood & Harkness LLP / Garrison Whitfield LLP | Executed | January 19, 2022 | Signatories: Marco A. Pellegrino (PHAC & PCG), Jason R. Wovington (Meridian Tidewater), Amanda Kirchner (Brindoval)
46 | XIII. Signature Pages | Signature pages — Investment Management Trust Agreement (PHAC, Atlantic Seaboard Trust Company, N.A.) | Calderwood & Harkness LLP | Executed | January 19, 2022 | Signatories: Marco A. Pellegrino or Daniella R. Pellegrino (PHAC), Donald Freemantle (ASTC)
47 | XIII. Signature Pages | Signature pages — Warrant Agreement (PHAC, Keymark Transfer Services LLC) | Calderwood & Harkness LLP | Executed | January 19, 2022
48 | XIII. Signature Pages | Signature pages — Registration Rights Agreement (PHAC, PCG, initial security holders) | Calderwood & Harkness LLP | Executed | January 19, 2022 | Signed by all six officers and directors individually
49 | XIII. Signature Pages | Signature pages — Letter Agreement / Insider Letter (PHAC, PCG, officers and directors) | Calderwood & Harkness LLP | Executed | January 19, 2022 | Signed by Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, Judith Anne Sorrento
50 | XIII. Signature Pages | Signature pages — Private Placement Warrants Purchase Agreement (PHAC, PCG) | Calderwood & Harkness LLP | Executed | January 19, 2022
51 | XIII. Signature Pages | Signature pages — Administrative Services Agreement (PHAC, PCG) | Calderwood & Harkness LLP | Executed | January 19, 2022
52 | XIII. Signature Pages | Signature pages — Legal Opinion (Calderwood & Harkness LLP) | Calderwood & Harkness LLP (Theodore Langston) | Executed | January 19, 2022
53 | XIV. Registered Agent | Confirmation of Registered Agent — National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, DE 19801 (for both PHAC and PCG) | Calderwood & Harkness LLP | Confirmed | September 30, 2021
[sheet: Over-Allotment Closing Checklis]
Item No. | Category | Description | Responsible Party | Status | Delivery Date | Notes
1 | I. Over-Allotment Exercise | Notice of Exercise of Over-Allotment Option by Meridian Tidewater Securities LLC (full exercise: 2,250,000 additional Units) | Meridian Tidewater Securities LLC (Jason R. Wovington / Priya Narasimhan) | Received | February 1, 2022 | 2,250,000 additional Units × $10.00 = $22,500,000 additional gross proceeds; exercised within 45-day option period
2 | II. Additional Trust Account Funding | Wire transfer of $22,500,000 (additional gross IPO proceeds) to trust account at Atlantic Seaboard Trust Company, N.A. | Meridian Tidewater Securities LLC / Atlantic Seaboard Trust Company, N.A. | Confirmed | February 4, 2022 | 2,250,000 Units × $10.00
3 | II. Additional Trust Account Funding | Wire transfer of $825,000 (additional Private Placement Warrant purchase price) from Pellegrino Capital Group LLC to trust account at Atlantic Seaboard Trust Company, N.A. | Pellegrino Capital Group LLC / Atlantic Seaboard Trust Company, N.A. | Confirmed | February 4, 2022 | 825,000 additional warrants × $1.00/warrant
4 | II. Additional Trust Account Funding | Payment of additional upfront underwriting discount of $450,000 to Meridian Tidewater Securities LLC | PHAC / Meridian Tidewater Securities LLC | Confirmed | February 4, 2022 | $22,500,000 × 2.0%
5 | II. Additional Trust Account Funding | Confirmation of net additional trust deposit at over-allotment closing: $22,875,000 ($22,500,000 + $825,000 − $450,000) | Atlantic Seaboard Trust Company, N.A. (Donald Freemantle) | Confirmed | February 4, 2022 | Additional deferred underwriting commission of $787,500 ($22,500,000 × 3.5%) held in trust
6 | II. Additional Trust Account Funding | Confirmation of total trust balance after over-allotment closing: $175,375,000 ($152,500,000 + $22,875,000) | Atlantic Seaboard Trust Company, N.A. | Confirmed | February 4, 2022 | Total deferred underwriting commission held in trust: $6,037,500 ($5,250,000 + $787,500)
7 | III. Founder Shares Adjustment | Confirmation that 487,500 Founder Shares are no longer subject to forfeiture due to full exercise of over-allotment option | Calderwood & Harkness LLP / Keymark Transfer Services LLC | Confirmed | February 4, 2022 | Final Class B shares outstanding: 4,237,500 (3,750,000 base + 487,500); total shares outstanding: 21,487,500 (17,250,000 Class A + 4,237,500 Class B); Founder Share percentage: ~19.72% (≈20% with rounding adjustment per organizational documents)
8 | IV. Additional Securities Issuance | Issuance of 2,250,000 additional Units (each consisting of one Class A share and one-half warrant) | Keymark Transfer Services LLC | Confirmed | February 4, 2022 | 1,125,000 additional whole public warrants; total public warrants: 8,625,000 (7,500,000 + 1,125,000)
9 | IV. Additional Securities Issuance | Issuance of 825,000 additional Private Placement Warrants to Pellegrino Capital Group LLC | Keymark Transfer Services LLC | Confirmed | February 4, 2022 | Total Private Placement Warrants: 6,325,000 (5,500,000 + 825,000); total warrant proceeds: $6,325,000
10 | V. Officer's Certificate | Officer's Certificate of Pellegrino Hospitality Acquisition Corp. — Over-Allotment Closing (certifying accuracy of representations and warranties and satisfaction of closing conditions) | PHAC (Daniella R. Pellegrino, CFO) | Executed | February 4, 2022
11 | V. Officer's Certificate | Bring-down Comfort Letter from Whitmore, Linden & Pratt LLP | Whitmore, Linden & Pratt LLP | Executed | February 4, 2022 | Bring-down comfort delivered at over-allotment closing
12 | VI. Signature Pages | Signature pages — Over-allotment closing documentation | Calderwood & Harkness LLP / Garrison Whitfield LLP | Executed | February 4, 2022
[sheet: Summary — Capital & Trust]
Item | Base Closing (Jan. 24, 2022) | Over-Allotment Closing (Feb. 4, 2022) | Total | Notes
Gross IPO Proceeds | $150,000,000 | $22,500,000 | $172,500,000 | 15,000,000 Units + 2,250,000 Units @ $10.00/Unit
Upfront Underwriting discount (2.0%) | $3,000,000 | $450,000 | $3,450,000 | Paid to Meridian Tidewater Securities LLC at each closing
Deferred Underwriting Commission (3.5%) | $5,250,000 | $787,500 | $6,037,500 | Held in trust; payable upon completion of initial business combination
Total Underwriting Compensation (5.5%) | $8,250,000 | $1,237,500 | $9,487,500 | Sum of upfront discount and deferred commission
Private Placement Warrant Proceeds | $5,500,000 | $825,000 | $6,325,000 | 5,500,000 + 825,000 = 6,325,000 warrants @ $1.00 each; purchased by PCG
Net Trust Deposit | $152,500,000 | $22,875,000 | $175,375,000 | Gross proceeds + PPW proceeds − upfront underwriting discount
Units Sold | 15,000,000 | 2,250,000 | 17,250,000
Class A Common Stock Outstanding | 15,000,000 | 2,250,000 | 17,250,000 | One Class A share per Unit
Class B Common Stock (Founder Shares) Outstanding | 3,750,000 | 487,500 released from forfeiture | 4,237,500 | ~20% of total shares outstanding per organizational documents
Total Shares Outstanding | 18,750,000 | 2,737,500 | 21,487,500 | Class A + Class B
Public Warrants Issued | 7,500,000 | 1,125,000 | 8,625,000 | One-half warrant per Unit; exercise price $11.50/share
Private Placement Warrants Issued | 5,500,000 | 825,000 | 6,325,000 | Purchased by Pellegrino Capital Group LLC
Total Warrants Outstanding | 13,000,000 | 1,950,000 | 14,950,000 | Public + Private Placement
Founder Shares Purchase Price | $25,000 | — | $25,000 | Paid October 5, 2021; ≈$0.00667/share
D&O Insurance Premium | $385,000 | — | $385,000 | Pinnacle Assurance Group Ltd.; Policy No. DOC-2022-017839; inception Jan. 24, 2022
Admin. Services Agreement (Monthly) | $15,000/month | — | $15,000/month | PCG to PHAC; commences at IPO closing
C&H Legal Fee Cap | $750,000 | — | $750,000 | Final fees billed: $712,400; retainer: $100,000 received Oct. 1, 2021; Matter No. 1027-00001
[sheet: Key Parties & Contacts]
Party | Full Legal Name | Role | Key Contact(s) | Title | Address | Jurisdiction / Entity Type
PHAC | Pellegrino Hospitality Acquisition Corp. | Issuer (Blank-Check Company) | Marco A. Pellegrino; Daniella R. Pellegrino; Vincent Abruzzi | Chairman & CEO; President & CFO; COO | c/o PCG, 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102 | Delaware corporation; DE SOS File No. 6148293; EIN 87-3294815; CIK 0001937482
PCG | Pellegrino Capital Group LLC | Sponsor | Marco A. Pellegrino | Managing Member & Founder | 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102 | Delaware LLC (registered in FL); EIN 65-1084273
MTS | Meridian Tidewater Securities LLC | Lead Underwriter / Book-Running Manager | Jason R. Wovington; Priya Narasimhan | MD, Head of SPAC Origination; Director, ECM | 277 Park Avenue, 38th Floor, New York, NY 10172 | Delaware LLC; FINRA member
CPC | Brindoval Partners Capital LLC | Co-Manager | Amanda Kirchner | Managing Director, Capital Markets | 600 Lexington Avenue, 21st Floor, New York, NY 10022 | Delaware LLC; FINRA member
C&H | Calderwood & Harkness LLP | Issuer's Counsel | Theodore Langston; Vivienne St. Claire; Audrey Zhou; Brendan Walsh | Responsible Partner; Billing Partner; Lead Associate; Working Associate | 425 Lexington Avenue, New York, NY 10017 | New York LLP
GW | Garrison Whitfield LLP | Underwriters' Counsel | Stuart Halverson; Nina Petrova | Partner; Senior Associate | 51 West 52nd Street, New York, NY 10019 | New York LLP
ASTC | Atlantic Seaboard Trust Company, N.A. | Trustee | Donald Freemantle | VP, Corporate Trust Services | 100 Federal Street, Suite 2200, Boston, MA 02110 | National banking association (OCC-chartered)
Keymark | Keymark Transfer Services LLC | Transfer Agent / Registrar / Warrant Agent | — | — | 525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310 | Delaware LLC
WLP | Whitmore, Linden & Pratt LLP | Independent Auditor (PCAOB-registered) | Gerald Okonkwo | Engagement Partner, Audit | 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131 | Delaware LLP
Pinnacle | Pinnacle Assurance Group Ltd. | D&O Insurance Carrier | — | — | — | Policy No. DOC-2022-017839
Registered Agent (DE) | National Registered Agents of Delaware, Inc. | Registered Agent for PHAC and PCG | — | — | 1209 Orange Street, Wilmington, DE 19801 | —
PHAC Independent Directors | — | Independent Directors of PHAC | Constance Liu-Harmon; Dr. Rafael Espinosa; Judith Anne Sorrento | Independent Director; Independent Director; Independent Director | — | —
[sheet: Key Dates & Timeline]
Date | Event | Responsible Party | Notes
September 27, 2021 | Engagement opened; engagement letter executed between Calderwood & Harkness LLP and Pellegrino Capital Group LLC | C&H / PCG | C&H Matter No. 1027-00001
September 30, 2021 | PHAC incorporated in Delaware; initial Bylaws adopted | C&H | DE SOS File No. 6148293
October 1, 2021 | $100,000 retainer received from PCG | PCG / C&H | Per engagement letter
October 5, 2021 | 3,750,000 Founder Shares (Class B common stock) issued to PCG for $25,000 | C&H / Keymark | ≈$0.00667/share
October 29, 2021 | S-1 Registration Statement initially filed with SEC (File No. 333-260847) | C&H | CIK: 0001937482
December 3, 2021 | First SEC comment letter received from Division of Corporation Finance | SEC
December 17, 2021 | S-1/A (Amendment No. 1) filed; Response to Round 1 comments submitted | C&H (Audrey Zhou)
January 4, 2022 | Second SEC comment letter received | SEC
January 11, 2022 | S-1/A (Amendment No. 2) filed; Response to Round 2 comments submitted | C&H
January 14, 2022 | SEC declared Registration Statement effective | SEC
January 19, 2022 | Pricing at $10.00/Unit; Underwriting Agreement, Trust Agreement, Warrant Agreement, Registration Rights Agreement, Letter Agreement, Private Placement Warrants Purchase Agreement, and Administrative Services Agreement all executed; Legal Opinion delivered | All parties | 15,000,000 Units; $150,000,000 gross proceeds
January 20, 2022 | Rule 424(b)(4) final prospectus filed with SEC | C&H
January 24, 2022 | IPO closing (settlement); Units begin trading on Nasdaq (PHAU); Amended and Restated Certificate of Incorporation and Bylaws filed/effective; trust account funded ($152,500,000); D&O policy inception | All parties | T+3 from pricing
February 1, 2022 | Over-allotment option exercised in full by Meridian Tidewater Securities LLC (2,250,000 additional Units) | MTS | Within 45-day option period
February 4, 2022 | Over-allotment closing; additional trust deposit of $22,875,000; total trust balance: $175,375,000; 487,500 Founder Shares released from forfeiture | All parties
August 4, 2023 | Business combination deadline (18 months from IPO closing) | PHAC | Extendable upon deposit of extension payments
February 4, 2024 | Extended business combination deadline (24 months from IPO closing) | PHAC | Final deadline for consummation of initial business combination
[sheet: Securities Reference]
Security | Nasdaq Ticker | CUSIP | Description | Quantity (Base Closing) | Quantity (After OA Closing)
Units | PHAU | 70633M 100 | One share of Class A common stock + one-half redeemable warrant | 15,000,000 | 17,250,000
Class A Common Stock | PHA | 70633M 118 | Public shares; $0.0001 par value; redeemable in connection with business combination | 15,000,000 | 17,250,000
Public Warrants | PHAW | 70633M 126 | Each whole warrant exercisable for one Class A share at $11.50/share | 7,500,000 | 8,625,000
Class B Common Stock (Founder Shares) | — | — | Held by PCG (Sponsor); converts to Class A upon business combination; not publicly traded | 3,750,000 (487,500 subject to forfeiture) | 4,237,500 (no forfeiture)
Private Placement Warrants | — | — | Held by PCG; each exercisable for one Class A share at $11.50/share; not publicly traded until post-business combination registration | 5,500,000 | 6,325,000

[sheet: IPO Closing Checklist]

Record

Parties

Dates

Amounts