[sheet: Cover & Summary]

Field	Value
Document Title	Funds Flow Memorandum
Prepared By	Calderwood & Harkness LLP
C&H Matter No.	1027-00001
Issuer	Pellegrino Hospitality Acquisition Corp.
Issuer Address	c/o Pellegrino Capital Group LLC, 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102
Issuer EIN	87-3294815
SEC File No.	333-260847
CIK	0001937482
Sponsor	Pellegrino Capital Group LLC
Sponsor Address	1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102
Sponsor EIN	65-1084273
Lead Underwriter / Book-Running Manager	Meridian Tidewater Securities LLC
Co-Manager	Brindoval Partners Capital LLC
Trustee	Atlantic Seaboard Trust Company, N.A.
Transfer Agent / Warrant Agent	Keymark Transfer Services LLC
Issuer's Counsel	Calderwood & Harkness LLP
Underwriters' Counsel	Garrison Whitfield LLP
Base IPO Closing Date	January 24, 2022
Over-Allotment Closing Date	February 4, 2022
Nasdaq Tickers	Units: PHAU; Class A: PHA; Warrants: PHAW
Total Gross IPO Proceeds (Both Closings)	$172,500,000
Total Trust Deposit (Both Closings)	$175,375,000
Total Upfront Underwriting discount (Both Closings)	$3,450,000
Total Deferred Underwriting Commission (Both Closings)	$6,037,500

Total Private Placement Warrant Proceeds (Both Closings)	$6,325,000
Status	Final — Both Closings Completed

[sheet: Base Closing — Sources]

Line #	Source Description	Payor / Source Entity	Amount ($)	Wire Reference	Notes
1	Gross IPO Proceeds — Sale of 15,000,000 Units at $10.00 per Unit	Public Investors (via Meridian Tidewater Securities LLC, as representative)	$150,000,000	See Wire Instructions sheet	15,000,000 Units; each Unit = 1 share Class A common stock + 1/2 redeemable warrant
2	Private Placement Warrant Proceeds — 5,500,000 warrants at $1.00 per warrant	Pellegrino Capital Group LLC	$5,500,000	See Wire Instructions sheet	Purchased simultaneously with IPO closing; proceeds to trust account
TOTAL SOURCES — BASE CLOSING	$155,500,000

[sheet: Base Closing — Uses]

Line #	Use Description	Payee / Recipient Entity	Amount ($)	Wire Reference	Notes
1	Upfront Underwriting discount — 2.0% of $150,000,000 Gross IPO Proceeds	Meridian Tidewater Securities LLC (as representative of the underwriters)	$3,000,000	See Wire Instructions sheet	Payable at closing; $150,000,000 × 2.0% = $3,000,000
2	Trust Account Deposit — Net amount deposited with Trustee	Atlantic Seaboard Trust Company, N.A. (as Trustee)	$152,500,000	See Wire Instructions sheet	$150,000,000 + $5,500,000 − $3,000,000 = $152,500,000; includes deferred underwriting commission of $5,250,000 held in trust
TOTAL USES — BASE CLOSING	$155,500,000

[sheet: Base Closing — Trust Compositio]

Line #	Component	Amount ($)	Notes
1	Gross IPO Proceeds deposited in trust	$150,000,000	From sale of 15,000,000 Units at $10.00
2	Private Placement Warrant Proceeds deposited in trust	$5,500,000	5,500,000 warrants × $1.00; from Pellegrino Capital Group LLC
3	Less: Upfront Underwriting discount (not deposited in trust)	($3,000,000)	Paid directly to Meridian Tidewater Securities LLC at closing
Net Trust Deposit — Base Closing	$152,500,000
4	Of which: Deferred Underwriting Commission held in trust	$5,250,000	$150,000,000 × 3.5% = $5,250,000; payable to Meridian Tidewater Securities LLC only upon completion of initial business combination
5	Of which: Amount available for redemption of Class A shares (approximate)	$147,250,000	$152,500,000 − $5,250,000 = $147,250,000 (before interest earned)
6	Per-share trust value (base closing, approximate)	$152,500,000 ÷ 15,000,000 Class A shares = ~$10.17 per share
7	Permissible Trust Investments	U.S. government treasury obligations with maturity of 185 days or less, or money market funds investing solely in U.S. treasuries

[sheet: OA Closing — Sources]

Line #	Source Description	Payor / Source Entity	Amount ($)	Wire Reference	Notes
1	Over-Allotment Gross Proceeds — Sale of 2,250,000 additional Units at $10.00 per Unit	Public Investors (via Meridian Tidewater Securities LLC)	$22,500,000	See Wire Instructions sheet	Over-allotment option exercised in full on February 1, 2022; 2,250,000 additional Units (15% of base offering)
2	Additional Private Placement Warrant Proceeds — 825,000 warrants at $1.00 per warrant	Pellegrino Capital Group LLC	$825,000	See Wire Instructions sheet	Additional warrants purchased in connection with over-allotment exercise
TOTAL SOURCES — OVER-ALLOTMENT CLOSING	$23,325,000

[sheet: OA Closing — Uses]

Line #	Use Description	Payee / Recipient Entity	Amount ($)	Wire Reference	Notes
1	Additional Upfront Underwriting discount — 2.0% of $22,500,000 Over-Allotment Gross Proceeds	Meridian Tidewater Securities LLC (as representative of the underwriters)	$450,000	See Wire Instructions sheet	$22,500,000 × 2.0% = $450,000
2	Additional Trust Account Deposit — Net amount deposited with Trustee	Atlantic Seaboard Trust Company, N.A. (as Trustee)	$22,875,000	See Wire Instructions sheet	$22,500,000 + $825,000 − $450,000 = $22,875,000; includes additional deferred underwriting commission of $787,500 held in trust
TOTAL USES — OVER-ALLOTMENT CLOSING	$23,325,000

[sheet: Cover & Summary]
Field | Value
Document Title | Funds Flow Memorandum
Prepared By | Calderwood & Harkness LLP
C&H Matter No. | 1027-00001
Issuer | Pellegrino Hospitality Acquisition Corp.
Issuer Address | c/o Pellegrino Capital Group LLC, 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102
Issuer EIN | 87-3294815
SEC File No. | 333-260847
CIK | 0001937482
Sponsor | Pellegrino Capital Group LLC
Sponsor Address | 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102
Sponsor EIN | 65-1084273
Lead Underwriter / Book-Running Manager | Meridian Tidewater Securities LLC
Co-Manager | Brindoval Partners Capital LLC
Trustee | Atlantic Seaboard Trust Company, N.A.
Transfer Agent / Warrant Agent | Keymark Transfer Services LLC
Issuer's Counsel | Calderwood & Harkness LLP
Underwriters' Counsel | Garrison Whitfield LLP
Base IPO Closing Date | January 24, 2022
Over-Allotment Closing Date | February 4, 2022
Nasdaq Tickers | Units: PHAU; Class A: PHA; Warrants: PHAW
Total Gross IPO Proceeds (Both Closings) | $172,500,000
Total Trust Deposit (Both Closings) | $175,375,000
Total Upfront Underwriting discount (Both Closings) | $3,450,000
Total Deferred Underwriting Commission (Both Closings) | $6,037,500
Total Private Placement Warrant Proceeds (Both Closings) | $6,325,000
Status | Final — Both Closings Completed
[sheet: Base Closing — Sources]
Line # | Source Description | Payor / Source Entity | Amount ($) | Wire Reference | Notes
1 | Gross IPO Proceeds — Sale of 15,000,000 Units at $10.00 per Unit | Public Investors (via Meridian Tidewater Securities LLC, as representative) | $150,000,000 | See Wire Instructions sheet | 15,000,000 Units; each Unit = 1 share Class A common stock + 1/2 redeemable warrant
2 | Private Placement Warrant Proceeds — 5,500,000 warrants at $1.00 per warrant | Pellegrino Capital Group LLC | $5,500,000 | See Wire Instructions sheet | Purchased simultaneously with IPO closing; proceeds to trust account
TOTAL SOURCES — BASE CLOSING | $155,500,000
[sheet: Base Closing — Uses]
Line # | Use Description | Payee / Recipient Entity | Amount ($) | Wire Reference | Notes
1 | Upfront Underwriting discount — 2.0% of $150,000,000 Gross IPO Proceeds | Meridian Tidewater Securities LLC (as representative of the underwriters) | $3,000,000 | See Wire Instructions sheet | Payable at closing; $150,000,000 × 2.0% = $3,000,000
2 | Trust Account Deposit — Net amount deposited with Trustee | Atlantic Seaboard Trust Company, N.A. (as Trustee) | $152,500,000 | See Wire Instructions sheet | $150,000,000 + $5,500,000 − $3,000,000 = $152,500,000; includes deferred underwriting commission of $5,250,000 held in trust
TOTAL USES — BASE CLOSING | $155,500,000
[sheet: Base Closing — Trust Compositio]
Line # | Component | Amount ($) | Notes
1 | Gross IPO Proceeds deposited in trust | $150,000,000 | From sale of 15,000,000 Units at $10.00
2 | Private Placement Warrant Proceeds deposited in trust | $5,500,000 | 5,500,000 warrants × $1.00; from Pellegrino Capital Group LLC
3 | Less: Upfront Underwriting discount (not deposited in trust) | ($3,000,000) | Paid directly to Meridian Tidewater Securities LLC at closing
Net Trust Deposit — Base Closing | $152,500,000
4 | Of which: Deferred Underwriting Commission held in trust | $5,250,000 | $150,000,000 × 3.5% = $5,250,000; payable to Meridian Tidewater Securities LLC only upon completion of initial business combination
5 | Of which: Amount available for redemption of Class A shares (approximate) | $147,250,000 | $152,500,000 − $5,250,000 = $147,250,000 (before interest earned)
6 | Per-share trust value (base closing, approximate) | $152,500,000 ÷ 15,000,000 Class A shares = ~$10.17 per share
7 | Permissible Trust Investments | U.S. government treasury obligations with maturity of 185 days or less, or money market funds investing solely in U.S. treasuries
[sheet: OA Closing — Sources]
Line # | Source Description | Payor / Source Entity | Amount ($) | Wire Reference | Notes
1 | Over-Allotment Gross Proceeds — Sale of 2,250,000 additional Units at $10.00 per Unit | Public Investors (via Meridian Tidewater Securities LLC) | $22,500,000 | See Wire Instructions sheet | Over-allotment option exercised in full on February 1, 2022; 2,250,000 additional Units (15% of base offering)
2 | Additional Private Placement Warrant Proceeds — 825,000 warrants at $1.00 per warrant | Pellegrino Capital Group LLC | $825,000 | See Wire Instructions sheet | Additional warrants purchased in connection with over-allotment exercise
TOTAL SOURCES — OVER-ALLOTMENT CLOSING | $23,325,000
[sheet: OA Closing — Uses]
Line # | Use Description | Payee / Recipient Entity | Amount ($) | Wire Reference | Notes
1 | Additional Upfront Underwriting discount — 2.0% of $22,500,000 Over-Allotment Gross Proceeds | Meridian Tidewater Securities LLC (as representative of the underwriters) | $450,000 | See Wire Instructions sheet | $22,500,000 × 2.0% = $450,000
2 | Additional Trust Account Deposit — Net amount deposited with Trustee | Atlantic Seaboard Trust Company, N.A. (as Trustee) | $22,875,000 | See Wire Instructions sheet | $22,500,000 + $825,000 − $450,000 = $22,875,000; includes additional deferred underwriting commission of $787,500 held in trust
TOTAL USES — OVER-ALLOTMENT CLOSING | $23,325,000

[sheet: Cover & Summary]

Record

Parties

Dates

Amounts