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STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

PELLEGRINO HOSPITALITY ACQUISITION CORP.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PELLEGRINO HOSPITALITY ACQUISITION CORP.

Pellegrino Hospitality Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

1. The name of the Corporation is Pellegrino Hospitality Acquisition Corp. The Corporation was originally incorporated under the name "Pellegrino Hospitality Acquisition Corp." by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 30, 2021.

2. This Amended and Restated Certificate of Incorporation (this "Certificate") was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended from time to time (the "DGCL"), and has been duly approved by the Board of Directors and the stockholders of the Corporation in accordance with the applicable provisions of the DGCL.

3. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Corporation's Certificate of Incorporation, as originally filed with the Secretary of State of the State of Delaware on September 30, 2021.

4. This Amended and Restated Certificate of Incorporation is being filed with the Secretary of State of the State of Delaware on January 24, 2022, under DE SOS File No. 6148293.

5. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the corporation is Pellegrino Hospitality Acquisition Corp.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation's registered agent at such address is National Registered Agents of Delaware, Inc.

ARTICLE III

PURPOSE

Section 3.1 — General Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance of and not in limitation of the general powers conferred by the laws of the State of Delaware and the purposes herein set forth, the Corporation shall have and may exercise all of the rights and powers which are now or may hereafter be conferred upon corporations organized under the DGCL.

Section 3.2 — Pre-Business Combination Activities. Notwithstanding the generality of Section 3.1, until the Corporation consummates its initial Business Combination (as defined in Article V hereof), the Corporation shall not engage in any operations other than those incidental to the Corporation's formation, the offering described herein, and the search for and consummation of an initial Business Combination. The Corporation is organized as, and following the consummation of the IPO (as defined in Article V hereof) shall be, a "blank check company" as such term is defined in Rule 419 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Corporation was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, and engaging in any and all activities related thereto, including activities conducted through one or more subsidiaries formed for such purpose.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is One Hundred Eleven Million (111,000,000) shares, consisting of the following:

(a) One Hundred Million (100,000,000) shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock");

(b) Ten Million (10,000,000) shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock," and together with the Class A Common Stock, the "Common Stock"); and

The number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no separate vote of the holders of any class or classes of capital stock shall be required therefor, except as otherwise provided in this Certificate or as required by applicable law.

Section 4.2 — Preferred Stock.

(a) The Board of Directors of the Corporation (the "Board of Directors" or the "Board") is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for the issuance of one or more series of Preferred Stock, and with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional, and other special rights, if any, and any qualifications, limitations, and restrictions thereof, of the shares of such series. The powers, preferences, and relative, participating, optional, and other special rights of each series of Preferred Stock, and the qualifications, limitations, and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, without limitation of the foregoing, the authority to fix and determine the following with respect to such series:

(i) the designation and number of shares constituting such series;

(ii) the dividend rate, if any, on the shares of such series, whether dividends shall be cumulative, and, if so, from what date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series;

(iii) whether such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(iv) whether such series shall have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) whether or not the shares of such series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi) whether such series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and amount of such sinking fund;

(vii) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series; and

(viii) any other relative powers, preferences, and rights of, and qualifications, limitations, and restrictions on, such series, as the Board of Directors may determine.

(b) The Board of Directors is hereby expressly authorized to exercise its "blank check" authority with respect to the Preferred Stock to the fullest extent permitted by the DGCL. The issuance of Preferred Stock may have the effect of delaying, deferring, or preventing a change in control of the Corporation without further action by the stockholders and may adversely affect the voting and other rights of the holders of Common Stock.

(c) Notwithstanding the foregoing provisions of this Section 4.2, no shares of Preferred Stock shall be issued prior to the consummation of a Business Combination unless such issuance is approved by a majority of the Independent Directors (as defined in Section 7.6 hereof). Any shares of Preferred Stock so issued shall not be entitled to vote on a Business Combination or have any rights to or claims against the Trust Account (as defined in Article V hereof).

Section 4.3 — Class A Common Stock.

(a) Voting Rights. Each holder of record of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock standing in such holder's name on the books of the Corporation on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or this Certificate, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation.

(b) Dividends. Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Class A Common Stock shall be entitled to receive such dividends and other distributions in cash, stock, or property of the Corporation when, as, and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. Any dividends paid on the Class A Common Stock shall be paid equally on a per-share basis on the Class A Common Stock and the Class B Common Stock, subject to the prior rights and preferences of any outstanding series of Preferred Stock.

(c) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and the payment of any liquidation preference amounts payable with respect to any outstanding shares of Preferred Stock, the holders of shares of Class A Common Stock shall be entitled to share ratably in the remaining net assets of the Corporation available for distribution to its stockholders. The rights of holders of Class A Common Stock set forth in this Section 4.3(c) shall be subject to, and qualified in their entirety by, the rights set forth in Article VI (Trust Account provisions), Article VIII (Business Combination requirements and liquidation), and Article IX (Redemption of Class A Common Stock).

(d) Redemption Rights. Each holder of shares of Class A Common Stock that constitute Public Shares (as defined in Article V hereof) (other than the Sponsor, officers, and directors of the Corporation with respect to any Founder Shares or shares of Common Stock acquired prior to the consummation of the IPO) shall have the right to have such holder's Public Shares redeemed for cash in connection with: (i) the Corporation's initial Business Combination, as more fully set forth in Article IX hereof; or (ii) an amendment to this Certificate that affects the substance or timing of the Corporation's obligation to redeem one hundred percent (100%) of the Public Shares if the Corporation has not consummated a Business Combination within the Business Combination Period (as defined in Article V hereof), as more fully set forth in Section 9.4 hereof. In each case, the redemption price per share shall be calculated as set forth in Article IX of this Certificate.

Section 4.4 — Class B Common Stock (Founder Shares).

(a) Voting Rights. Each holder of record of shares of Class B Common Stock shall be entitled to one (1) vote for each share of Class B Common Stock standing in such holder's name on the books of the Corporation on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or this Certificate, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation.

(b) Dividends. Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Class B Common Stock shall be entitled to the same dividend rights as the holders of shares of Class A Common Stock, on an equal per-share basis, when, as, and if declared by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor, subject to the preferences of any outstanding Preferred Stock.

(c) Conversion. Each share of Class B Common Stock shall automatically convert into one (1) share of Class A Common Stock at the time of the consummation of the Corporation's initial Business Combination, on a one-for-one basis, subject to the anti-dilution adjustments set forth in Section 4.4(d) below. Such conversion shall occur automatically, without the need for any action on the part of the holder thereof, and the Corporation shall take all necessary action to effect such conversion, including the reservation and issuance of shares of Class A Common Stock for delivery upon conversion of the Class B Common Stock. In no event shall a holder of Class B Common Stock have the right to convert such shares into Class A Common Stock prior to the consummation of the Corporation's initial Business Combination.

(d) Anti-Dilution Adjustment. In the event that additional shares of Class A Common Stock, or equity-linked securities convertible into or exercisable or exchangeable for shares of Class A Common Stock, are issued or deemed issued in excess of the amounts offered in the IPO and related to or in connection with the closing of the initial Business Combination, the ratio at which shares of Class B Common Stock shall convert into shares of Class A Common Stock shall be adjusted (unless the holders of a majority of the then-outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, twenty percent (20%) of the sum of (i) the total number of shares of Common Stock outstanding upon the completion of the IPO, plus (ii) all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A Common Stock redeemed in connection with the Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and further excluding any shares of Class A Common Stock underlying the Private Placement Warrants (as defined in Article V hereof) held by the Sponsor or its permitted transferees and any shares issuable upon exercise of the warrants included in the Units sold in the IPO.

(e) Forfeiture Provision. Up to Four Hundred Eighty-Seven Thousand Five Hundred (487,500) shares of Class B Common Stock shall be subject to forfeiture by the Sponsor if, and to the extent that, the underwriters' over-allotment option granted in connection with the IPO is not exercised in full, so that the number of Founder Shares outstanding following the IPO (after giving effect to any such forfeiture) will represent twenty percent (20%) of the Corporation's total issued and outstanding shares of Common Stock after the IPO (assuming no conversion of the Private Placement Warrants). In the event the over-allotment option is exercised in full, no Founder Shares shall be subject to forfeiture, and the total number of Founder Shares outstanding shall be Four Million Two Hundred Thirty-Seven Thousand Five Hundred (4,237,500). The following illustrates the intended share structure:

(i) Base Offering (No Over-Allotment Exercise): Fifteen Million (15,000,000) shares of Class A Common Stock (consisting of Public Shares) plus Three Million Seven Hundred Fifty Thousand (3,750,000) shares of Class B Common Stock (Founder Shares) shall equal Eighteen Million Seven Hundred Fifty Thousand (18,750,000) total shares of Common Stock outstanding, and the Founder Shares shall represent 20.0% of such total (3,750,000 divided by 18,750,000).

(ii) Full Over-Allotment Exercise: Seventeen Million Two Hundred Fifty Thousand (17,250,000) shares of Class A Common Stock (consisting of Public Shares, including shares issued upon exercise of the over-allotment option) plus Four Million Two Hundred Thirty-Seven Thousand Five Hundred (4,237,500) shares of Class B Common Stock (Founder Shares) shall equal Twenty-One Million Four Hundred Eighty-Seven Thousand Five Hundred (21,487,500) total shares of Common Stock outstanding. The Founder Shares shall represent approximately 19.72% of such total (4,237,500 divided by 21,487,500); provided, that for purposes of the Corporation's organizational documents, including this Certificate, the Founder Shares shall be deemed to represent 20% of the total issued and outstanding shares of Common Stock, with any rounding adjustment built into this Certificate and the applicable organizational documents of the Corporation to effectuate such intent.

(f) Transfer Restrictions. Prior to the consummation of a Business Combination, shares of Class B Common Stock may not be transferred, assigned, sold, pledged, hypothecated, or otherwise disposed of or encumbered, except to permitted transferees as defined in, and subject to the terms and conditions of, the Letter Agreement dated January 19, 2022 (the "Letter Agreement"), among the Corporation, Pellegrino Capital Group LLC, and the Corporation's officers and directors. Any attempted transfer in violation of the foregoing shall be null and void ab initio.

(g) No Redemption Rights. Holders of shares of Class B Common Stock shall not have the right to redeem such shares in connection with a Business Combination or in connection with any amendment to this Certificate. The Founder Shares shall not be entitled to any redemption or distributions from the Trust Account prior to or in connection with a Business Combination, and the holders of shares of Class B Common Stock have agreed to waive all such redemption rights pursuant to the Letter Agreement.

Section 4.5 — Voting.

(a) Except as otherwise required by law or as expressly provided in this Certificate, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation.

(b) Each holder of shares of Common Stock shall be entitled to one (1) vote per share of Common Stock held by such holder on all matters submitted to a vote of stockholders. The stockholders of the Corporation shall not have the right to cumulate their votes in the election of directors or for any other purpose.

(c) In the event that the DGCL or any other applicable law requires a separate class vote of the holders of any class of capital stock of the Corporation, such separate class vote shall be taken in addition to, and not in lieu of, any vote of all holders of Common Stock required by this Certificate or by applicable law.

ARTICLE V

DEFINITIONS

As used in this Certificate, the following terms shall have the following meanings:

"Business Combination" means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination, involving the Corporation and one or more businesses or entities (each, a "target business"), which may be consummated through one or more related transactions.

"Business Combination Period" means the period commencing on the IPO Closing Date and ending on August 4, 2023 (the date that is eighteen (18) months after the IPO Closing Date), subject to extension by the Corporation to February 4, 2024 (the date that is twenty-four (24) months after the IPO Closing Date), upon the deposit of extension payments into the Trust Account in accordance with the terms set forth in Section 8.4 of this Certificate and the IPO prospectus.

"Founder Shares" means the shares of Class B Common Stock initially purchased by the Sponsor, Pellegrino Capital Group LLC, for an aggregate purchase price of Twenty-Five Thousand Dollars ($25,000) (approximately $0.0067 per share), consisting of an initial issuance of shares of Class B Common Stock prior to the consummation of the IPO, as the same may be adjusted by forfeiture pursuant to Section 4.4(e) of this Certificate.

"Independent Directors" means those directors of the Corporation who are designated as independent directors pursuant to Section 7.6 of this Certificate and who meet the independence requirements of The Nasdaq Stock Market LLC and the rules and regulations of the Securities and Exchange Commission.

"IPO" means the Corporation's initial public offering of Units pursuant to a Registration Statement on Form S-1 (File No. 333-260847), as amended, declared effective by the Securities and Exchange Commission on January 14, 2022, as described in the prospectus included therein.

"IPO Closing Date" means January 24, 2022, the date on which the closing of the IPO occurred.

"Letter Agreement" means that certain Letter Agreement, dated January 19, 2022, among the Corporation, Pellegrino Capital Group LLC, and the Corporation's officers and directors, as the same may be amended from time to time.

"Private Placement Warrants" means the warrants purchased by the Sponsor in a private placement simultaneously with the closing of the IPO at a price of One Dollar ($1.00) per warrant, each such warrant entitling the holder to purchase one share of Class A Common Stock at an exercise price of Eleven Dollars and Fifty Cents ($11.50) per share, subject to adjustment as set forth in the Warrant Agreement.

"Public Shares" means the shares of Class A Common Stock included in the Units sold in the IPO, including any Units issued upon exercise of the underwriters' over-allotment option.

"Public Stockholders" means the holders of Public Shares, including holders who are officers or directors of the Corporation or affiliates of the Sponsor, solely in their capacity as holders of Public Shares and only to the extent of such Public Shares, but excluding the Sponsor, officers, and directors of the Corporation to the extent of any Founder Shares, Private Placement Warrants, or shares of Class A Common Stock underlying such Private Placement Warrants held by them.

"Sponsor" means Pellegrino Capital Group LLC, a Delaware limited liability company.

"Trust Account" means the trust account established pursuant to the Investment Management Trust Agreement, dated January 19, 2022 (the "Trust Agreement"), between the Corporation and Atlantic Seaboard Trust Company, N.A. (the "Trustee"), into which certain proceeds of the IPO and the Private Placement Warrants were deposited, as more fully described in Article VI hereof.

"Trust Amount" means the amount on deposit in the Trust Account at any given time, including interest earned thereon (less amounts released for the payment of taxes owed by the Corporation on income earned on the Trust Account and less up to One Hundred Thousand Dollars ($100,000) per annum in interest to fund working capital requirements of the Corporation as permitted under the Trust Agreement and this Certificate).

"Trustee" means Atlantic Seaboard Trust Company, N.A., in its capacity as trustee under the Trust Agreement.

"Unit" means one (1) share of Class A Common Stock and one-half (1/2) of one redeemable warrant, each whole warrant exercisable for one (1) share of Class A Common Stock at an exercise price of Eleven Dollars and Fifty Cents ($11.50) per share, subject to adjustment as set forth in the Warrant Agreement dated January 19, 2022, between the Corporation and Atlantic Seaboard Trust Company, N.A., as warrant agent (the "Warrant Agreement").

ARTICLE VI

TRUST ACCOUNT

Section 6.1 — Establishment and Maintenance of Trust Account. A trust account (the "Trust Account") has been established with Atlantic Seaboard Trust Company, N.A. (the "Trustee") for the benefit of the Public Stockholders, governed by the Investment Management Trust Agreement dated January 19, 2022, between the Corporation and the Trustee (the "Trust Agreement"). The Trust Account shall be maintained and administered in accordance with the terms and conditions of the Trust Agreement and this Certificate. Except as otherwise permitted by this Certificate or the Trust Agreement, the Corporation shall not release from the Trust Account any of the proceeds of the IPO or the Private Placement Warrants held in the Trust Account, and no person shall have any claim, right, or interest in or to the Trust Account other than as expressly set forth in this Article VI.

Section 6.2 — Deposits.

(a) At the IPO Closing, the Corporation deposited into the Trust Account an aggregate amount of One Hundred Fifty-Two Million Five Hundred Thousand Dollars ($152,500,000), which amount was comprised of: (i) One Hundred Fifty Million Dollars ($150,000,000), representing the gross proceeds from the sale of Fifteen Million (15,000,000) Units at a price of Ten Dollars ($10.00) per Unit; plus (ii) Five Million Five Hundred Thousand Dollars ($5,500,000), representing the proceeds from the sale of Five Million Five Hundred Thousand (5,500,000) Private Placement Warrants to the Sponsor at a price of One Dollar ($1.00) per Private Placement Warrant; less (iii) Three Million Dollars ($3,000,000), representing the upfront underwriting discount payable to Meridian Tidewater Securities LLC, as representative of the several underwriters named in the Underwriting Agreement dated January 19, 2022, among the Corporation, the Sponsor, and Meridian Tidewater Securities LLC (the "Underwriting Agreement").

(b) In the event of any exercise of the underwriters' over-allotment option granted pursuant to the Underwriting Agreement, additional amounts shall be deposited into the Trust Account in a manner consistent with the terms of the Underwriting Agreement, such that the per-Unit amount deposited in the Trust Account shall remain $10.00 per Unit (subject to adjustment for any additional Private Placement Warrants purchased by the Sponsor in connection with such exercise and any additional underwriting discounts).

(c) The deferred underwriting commission of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), representing three and one-half percent (3.5%) of the gross proceeds of the IPO from the base offering (calculated as 3.5% of $150,000,000), shall remain in the Trust Account and shall not be released to Meridian Tidewater Securities LLC until the consummation of a Business Combination, in accordance with the terms of the Underwriting Agreement. In the event that the Corporation does not consummate a Business Combination within the Business Combination Period and the Trust Account is distributed to the Public Stockholders in accordance with this Certificate, the deferred underwriting commission shall be included in the amounts distributed to Public Stockholders, and Meridian Tidewater Securities LLC shall have no claim thereto.

Section 6.3 — Investment of Trust Funds. The funds held in the Trust Account shall be invested solely in: (a) United States government treasury obligations having a maturity of one hundred eighty-five (185) days or less; or (b) money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3), and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in direct United States government treasury obligations. The Corporation shall instruct the Trustee to invest the funds held in the Trust Account in accordance with the foregoing requirements, and the Trustee shall invest such funds as directed by the Corporation, subject to the limitations set forth in the Trust Agreement.

Section 6.4 — Release of Trust Funds. Funds held in the Trust Account, including any interest earned thereon, may be released only in the following circumstances and for the following purposes:

(a) To Public Stockholders in connection with a redemption of Public Shares in connection with the Corporation's initial Business Combination, as more fully described in Article IX of this Certificate;

(b) To the Corporation upon the consummation of a Business Combination, after payment of all redemption amounts due to redeeming Public Stockholders, for use as working capital and for general corporate purposes in connection with the Business Combination and the post-Business Combination entity;

(c) To pay any income or other taxes owed by the Corporation on income earned on the funds held in the Trust Account, which taxes shall be payable from the interest earned on the Trust Account and not from the principal deposited therein;

(d) Up to One Hundred Thousand Dollars ($100,000) per annum of interest earned on the funds held in the Trust Account, to fund the Corporation's working capital requirements, as permitted under the Trust Agreement;

(e) To Public Stockholders upon the liquidation of the Corporation in the event the Corporation does not consummate a Business Combination within the Business Combination Period, as more fully described in Section 8.5 of this Certificate; or

(f) To Meridian Tidewater Securities LLC (or its successor or assign) for payment of the deferred underwriting commission in the amount of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (or such greater amount as may result from exercise of the over-allotment option) upon, and only upon, the consummation of a Business Combination, in accordance with the terms of the Underwriting Agreement.

No other releases or disbursements from the Trust Account shall be permitted, and the Trustee shall not release any amounts held in the Trust Account except in accordance with the Trust Agreement and this Certificate.

Section 6.5 — No Claims Against Trust Account. No person (other than the Trustee and the Corporation, in each case solely as set forth in the Trust Agreement and this Certificate) shall have any right, title, interest, or claim of any kind in or to any monies held in the Trust Account or any other asset of the Trust Account, and no such person shall have any right to bring any action against the Trust Account, including any action for breach of contract, tort, or otherwise. Without limiting the generality of the foregoing:

(a) No officer, director, employee, or agent of the Corporation shall have any right, claim, or interest against the Trust Account, except to the extent of any right such person may have as a Public Stockholder and solely to the extent of such Public Shares;

(b) The Sponsor shall not have any right, claim, or interest against the Trust Account, except to the extent that the Sponsor holds Public Shares and solely to the extent of such Public Shares (it being acknowledged that the Founder Shares and Private Placement Warrants shall have no right to or claim against the Trust Account);

(c) No creditor of the Corporation shall have any right to proceed against the Trust Account regardless of whether such claim arose in contract, tort, equity, or otherwise, and regardless of whether such claim constitutes a liquidated or unliquidated claim, a fixed or contingent claim, a matured or unmatured claim, a disputed or undisputed claim, a legal or equitable claim, or a secured or unsecured claim; and

(d) The Corporation shall seek to have any vendor, service provider, prospective target business, or other entity that enters into a business arrangement with the Corporation execute a waiver agreement pursuant to which such entity waives any right, title, interest, or claim of any kind in or to any monies held in the Trust Account.

ARTICLE VII

BOARD OF DIRECTORS

Section 7.1 — Number and Election. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors shall consist of not fewer than one (1) and not more than nine (9) directors, with the exact number of directors to be fixed from time to time exclusively by resolution adopted by the affirmative vote of a majority of the entire Board of Directors then in office. As of the date of this Certificate, the Board of Directors shall consist of six (6) directors, as follows:

(a) Marco A. Pellegrino — Chairman;

(b) Daniella R. Pellegrino;

(d) Constance Liu-Harmon;

(e) Dr. Rafael Espinosa; and

(f) Judith Anne Sorrento.

Each director shall be elected at each annual meeting of stockholders of the Corporation and shall hold office until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

Section 7.2 — Classification. Prior to the consummation of a Business Combination, the Board of Directors shall not be classified, and all directors shall be elected at each annual meeting of stockholders for a term expiring at the next annual meeting of stockholders. Upon and following the consummation of a Business Combination, the Board of Directors may, in its sole discretion, by resolution duly adopted by the Board, be divided into such classes as may be determined by the Board, with staggered terms as permitted by Section 141(d) of the DGCL, and this Certificate may be amended at such time to provide for such classification in a manner consistent with the DGCL.

Section 7.3 — Removal. Prior to the consummation of a Business Combination, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote at an election of directors, voting together as a single class. Following the consummation of a Business Combination, the removal of directors shall be governed by the provisions of this Certificate then in effect and the DGCL.

Section 7.4 — Vacancies. Any vacancy occurring on the Board of Directors for any reason, including any vacancy resulting from an increase in the size of the Board of Directors or resulting from the death, resignation, disqualification, or removal of any director, may be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if such majority is less than a quorum, or by a sole remaining director. Any director so elected to fill a vacancy shall hold office until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal.

Section 7.5 — Limitation of Liability. To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the personal liability of a director, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, without further action by the stockholders of the Corporation. Neither the amendment nor the repeal of this Section 7.5 shall eliminate or reduce the effect of this Section 7.5 in respect of any matter occurring, or any cause of action, suit, or claim that, but for this Section 7.5, would accrue or arise, prior to such amendment or repeal.

Section 7.6 — Independent Directors. As of the date of this Certificate, the following directors are hereby designated as independent directors of the Corporation (collectively, the "Independent Directors"), each of whom has been determined to satisfy the independence requirements of The Nasdaq Stock Market LLC and the applicable rules and regulations of the Securities and Exchange Commission:

(a) Constance Liu-Harmon;

(b) Dr. Rafael Espinosa; and

A majority of the entire Board of Directors, including a majority of the Independent Directors, must approve the Corporation's initial Business Combination. In the event that any Independent Director ceases to serve on the Board, the remaining members of the Board shall appoint a replacement director who satisfies the applicable independence requirements, and such replacement director shall be deemed an Independent Director for purposes of this Certificate. The Independent Directors shall also serve as members of the Corporation's audit committee, compensation committee, and nominating committee, in each case as constituted by the Board.

ARTICLE VIII

BUSINESS COMBINATION REQUIREMENTS

Section 8.1 — Obligation to Consummate a Business Combination. The Corporation shall use its reasonable best efforts to consummate its initial Business Combination within the Business Combination Period. The Corporation shall seek to consummate a Business Combination with one or more target businesses primarily in the hospitality and leisure sector, including but not limited to hotels, resorts, restaurants, entertainment venues, travel technology, and related service industries; provided, however, that the Corporation is not required to consummate a Business Combination exclusively within such sector and may pursue a Business Combination with target businesses in any industry or geographic region if the Board of Directors determines, in its business judgment, that such Business Combination is in the best interests of the Corporation and its stockholders.

Section 8.2 — Minimum Value of Target Business. The Corporation's initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least eighty percent (80%) of the Trust Amount (excluding the deferred underwriting commission of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (or such greater amount as may result from exercise of the over-allotment option) and taxes payable on the income earned on the Trust Amount) at the time of the execution of a definitive agreement for the initial Business Combination. The fair market value of the target business or businesses shall be determined by the Board of Directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow, and book value). If the Corporation is not then listed on The Nasdaq Stock Market LLC or another national securities exchange, the Corporation shall obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ("FINRA") regarding the satisfaction of the eighty percent (80%) fair market value test.

Section 8.3 — Stockholder Approval or Tender Offer. In connection with the Corporation's initial Business Combination, the Corporation shall either:

(a) seek stockholder approval of the initial Business Combination at a meeting of stockholders duly called and held for such purpose, in connection with which stockholders may seek to have their Public Shares redeemed for their pro rata share of the Trust Amount in accordance with Article IX hereof, regardless of whether such stockholders vote for or against the proposed Business Combination; or

(b) provide Public Stockholders with the opportunity to have their Public Shares redeemed for their pro rata share of the Trust Amount in accordance with Article IX hereof pursuant to a tender offer conducted in accordance with Rule 13e-4 and Regulation 14E promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder.

The decision as to whether the Corporation shall seek stockholder approval of the initial Business Combination or conduct a tender offer shall be made by the Corporation in its sole discretion and may be based on range factors, including but not limited to the timing of the transaction, whether the terms of the transaction would require the Corporation to seek stockholder approval under applicable law or stock exchange listing requirements, and whether the Corporation would be required to provide updated financial information to stockholders in connection with the transaction. If the Corporation seeks stockholder approval, the Business Combination must be approved by the affirmative vote of the holders of a majority of the shares of Common Stock then outstanding and entitled to vote thereon that are voted at a duly held meeting of stockholders.

Section 8.4 — Extension of Business Combination Period. The Business Combination Period may be extended for up to two (2) additional three-month periods (for a total maximum period of twenty-four (24) months from the IPO Closing Date, extending the Business Combination Period to February 4, 2024), provided that the Sponsor (or its designees) deposits into the Trust Account, for each such three-month extension, an extension payment in an amount as specified in the Corporation's Registration Statement on Form S-1 (File No. 333-260847) and the prospectus contained therein. Any such extension payment shall be made in the form of a non-interest-bearing loan to the Corporation, which loan shall be repaid upon consummation of a Business Combination or, at the lender's election, converted into Private Placement Warrants at a conversion price of One Dollar ($1.00) per warrant. In the event the Corporation does not consummate a Business Combination by the end of the Business Combination Period (as the same may be extended), such loans shall not be repaid and the lender shall have no claim against the Trust Account.

Section 8.5 — Liquidation Upon Failure to Consummate Business Combination. If the Corporation does not consummate a Business Combination within the Business Combination Period (as the same may be extended pursuant to Section 8.4), the Corporation shall:

(a) cease all operations except for the purpose of winding up its affairs, including but not limited to the satisfaction of any remaining obligations of the Corporation, the preparation and filing of any necessary reports with the Securities and Exchange Commission, and the taking of all actions reasonably necessary to dissolve and liquidate in an orderly manner;

(b) as promptly as reasonably possible but not more than ten (10) business days following the expiration of the Business Combination Period, redeem one hundred percent (100%) of the outstanding Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less up to One Hundred Thousand Dollars ($100,000) of interest to pay dissolution expenses and net of taxes payable on the income earned on the Trust Account), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the Public Stockholders' rights as stockholders of the Corporation (including the right to receive further liquidation distributions, if any), subject to applicable law; and

(c) as promptly as reasonably possible following such redemption, subject to the approval of the Corporation's remaining stockholders and the Board of Directors, proceed to dissolve and liquidate the Corporation, subject in each case to the Corporation's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In the event of such liquidation and dissolution, the Sponsor and the Corporation's officers and directors shall not participate in any redemption or liquidation distribution with respect to any Founder Shares held by them. The Sponsor and the Corporation's officers and directors have waived their rights to participate in any such distribution with respect to Founder Shares or Private Placement Warrants pursuant to the Letter Agreement. The Corporation shall pay the costs of liquidation from its remaining assets outside of the Trust Account or, to the extent necessary, from up to One Hundred Thousand Dollars ($100,000) of interest earned on the Trust Account.

ARTICLE IX

REDEMPTION OF CLASS A COMMON STOCK

Section 9.1 — Redemption in Connection with Business Combination. In connection with the Corporation's initial Business Combination, each holder of Public Shares shall be entitled to demand that the Corporation redeem such holder's Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination, including interest earned thereon (net of taxes payable on the income earned on the Trust Account), divided by the number of then-outstanding Public Shares. The Corporation shall make such redemption upon the consummation of the initial Business Combination, and the rights of the holders of Public Shares who elect to have their shares redeemed shall be contingent upon the consummation of the Business Combination.

The Corporation shall not consummate a Business Combination if, upon consummation thereof and after giving effect to all redemptions of Public Shares properly demanded and not withdrawn, the Corporation would not have net tangible assets of at least Five Million and One Dollars ($5,000,001) (after payment of the deferred underwriting commission and after giving effect to all redemptions), or such other applicable threshold as may be required under Rule 419 under the Securities Act, The Nasdaq Stock Market LLC listing standards, or applicable rules and regulations of the Securities and Exchange Commission (the "Redemption Limitation"). In the event that the aggregate amount of redemptions requested by Public Stockholders would cause the Corporation to fail to meet the Redemption Limitation, the Corporation shall not consummate the Business Combination, and the Corporation may, in its discretion, withdraw the proposed Business Combination.

Section 9.2 — Limitation on Redemptions.

(a) The Corporation may, in connection with the proposed initial Business Combination, establish a maximum redemption threshold (expressed either as a percentage of the outstanding Public Shares or as a maximum aggregate cash amount) to ensure compliance with the Redemption Limitation and to ensure that the Corporation has sufficient cash available to consummate the Business Combination and fund the post-Business Combination entity. Any such maximum redemption threshold shall be disclosed in the proxy statement or tender offer documents delivered to Public Stockholders in connection with the proposed Business Combination.

(b) The Sponsor, and each officer and director of the Corporation, have agreed, pursuant to the Letter Agreement, not to redeem any Founder Shares or any Public Shares held by them in connection with a Business Combination or in connection with a stockholder vote to amend this Certificate. Such agreement shall remain in effect until the earlier of the consummation of a Business Combination or the liquidation of the Corporation in accordance with Section 8.5 of this Certificate.

(c) In no event shall the Sponsor, officers, or directors of the Corporation be entitled to redeem any Founder Shares in connection with a Business Combination or an amendment to this Certificate. The waiver of redemption rights set forth in this Section 9.2 and in the Letter Agreement shall be irrevocable and shall not be subject to modification except by an amendment to this Certificate adopted in accordance with Article XI hereof.

Section 9.3 — Payment of Redemption Price. The redemption price payable to each redeeming Public Stockholder shall be paid from the funds on deposit in the Trust Account. Upon payment of the redemption price, the Public Shares so redeemed shall be cancelled and shall cease to be outstanding, and all rights of the holder thereof as a stockholder of the Corporation with respect to such redeemed shares shall cease and be extinguished. The Corporation shall instruct the Trustee to release from the Trust Account to the redeeming Public Stockholders the aggregate redemption price payable to such stockholders in connection with the applicable redemption event.

Section 9.4 — Redemption in Connection with Amendment to Certificate. In the event that the Corporation proposes to amend any provision of this Certificate that would affect the substance or timing of the Corporation's obligation to redeem one hundred percent (100%) of the Public Shares if the Corporation has not consummated a Business Combination within the Business Combination Period, including but not limited to any amendment to Article V (to the extent relating to the definition of "Business Combination Period"), Article VI (Trust Account), Article VIII (Business Combination Requirements), or this Article IX (Redemption), the Corporation shall provide each holder of Public Shares with the opportunity to redeem such holder's Public Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable on the income earned on the Trust Account), divided by the number of then-outstanding Public Shares. The redemption rights set forth in this Section 9.4 shall apply regardless of whether the proposed amendment is ultimately approved by the stockholders of the Corporation. The Corporation shall not proceed with any such amendment unless it provides Public Stockholders with the redemption opportunity described herein.

ARTICLE X

CERTAIN COVENANTS

Section 10.1 — No Pre-Business Combination Activities. Prior to the consummation of a Business Combination, the Corporation shall not issue additional shares of Common Stock or equity-linked securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with the shares of Common Stock on a Business Combination, unless the Corporation provides each such holder with the right to have such securities redeemed for a pro rata portion of the Trust Amount in connection with the Corporation's initial Business Combination, in the same manner and on the same terms as the redemption rights afforded to holders of Public Shares pursuant to Article IX hereof. This Section 10.1 shall not apply to the issuance of shares of Preferred Stock that do not have voting rights on a Business Combination and are not entitled to any distributions from the Trust Account, provided such issuance is approved by a majority of the Independent Directors in accordance with Section 4.2(c) hereof.

Section 10.2 — Related Party Transactions. Any transaction between the Corporation and any of its officers, directors, or the Sponsor (or any affiliate, family member, or associate of any such person), including any agreement, arrangement, or understanding with respect to compensation, reimbursement of expenses, loans, indemnification, or any other matter, shall require the prior written approval of a majority of the disinterested Independent Directors. For purposes of this Section 10.2, a director shall be considered "disinterested" if such director does not have a direct or indirect material financial interest in the transaction. The Corporation's audit committee shall review and oversee all related party transactions in accordance with the Corporation's related party transactions policy, as adopted by the Board of Directors.

Section 10.3 — Fiduciary Duties.

(a) Prior to the consummation of a Business Combination, the officers and directors of the Corporation shall owe fiduciary duties to the Corporation and its stockholders under the DGCL, including the duty of care and the duty of loyalty.

(b) The Corporation acknowledges that Marco A. Pellegrino, Daniella R. Pellegrino, and the other officers and directors of the Corporation may have fiduciary or contractual obligations to other entities, including Pellegrino Capital Group LLC (the Sponsor), which manages approximately Two Billion One Hundred Million Dollars ($2,100,000,000) in assets and has investments in various businesses in the hospitality and leisure sector and other industries. The Corporation further acknowledges that such officers and directors may have competing business interests, including interests in hospitality and leisure businesses through the Sponsor and its affiliated entities, and that such persons may in the future become affiliated with other entities engaged in business activities similar to those of the Corporation.

(c) Notwithstanding any duty otherwise existing at law or in equity, the Corporation and its stockholders acknowledge that the existence of such competing interests shall not, in and of itself, constitute a breach of the duty of loyalty by any officer or director of the Corporation. In the event that any officer or director identifies a Business Combination opportunity that is appropriate for presentation to the Corporation as well as to any other entity with which such person is affiliated, such officer or director shall present such opportunity to the Corporation before presenting it to any other entity, provided that such officer or director is not prohibited from doing so by any contractual obligation to such other entity existing as of the date of this Certificate.

ARTICLE XI

AMENDMENT OF CERTIFICATE OF INCORPORATION

Section 11.1 — General Amendments. The Corporation reserves the right to amend, alter, change, or repeal any provision of this Certificate in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, officers, and other persons herein are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Certificate or any provision of law that might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least sixty-five percent (65%) of the then-outstanding shares of Common Stock entitled to vote thereon, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, Article V, Article VI, Section 7.6 of Article VII, Article VIII, Article IX, Article X, or this Article XI prior to the consummation of a Business Combination.

Section 11.2 — Special Amendment Provisions (Pre-Business Combination). Prior to the consummation of a Business Combination, the following special amendment provisions shall apply:

(a) Supermajority Vote Requirement. Articles V, VI, VII (Section 7.6 only), VIII, IX, X, and this Article XI may not be amended, altered, changed, or repealed without (i) the affirmative vote of the holders of at least sixty-five percent (65%) of the then-outstanding shares of Common Stock entitled to vote thereon, voting together as a single class, and (ii) the concurrent approval of a majority of the Independent Directors.

(b) Class B Voting Requirement. Any amendment to Article IV (Sections 4.3 and 4.4) that would affect the rights, powers, preferences, or privileges of the Class B Common Stock, or the anti-dilution adjustments applicable to the Founder Shares, or the conversion rights of the Class B Common Stock, shall require (i) the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting as a separate class, in addition to (ii) the affirmative vote of the holders of at least sixty-five percent (65%) of the then-outstanding shares of Common Stock entitled to vote thereon, voting together as a single class.

(c) Redemption Trigger. Any amendment to the provisions of this Certificate relating to the Trust Account (Article VI) or the Business Combination deadline or liquidation provisions (Article VIII) shall trigger the Public Stockholders' redemption rights as described in Section 9.4 of this Certificate. The Corporation shall not proceed with any such amendment unless it has provided Public Stockholders with the opportunity to redeem their Public Shares in accordance with Section 9.4 and has complied with all applicable requirements of the Securities Act and the Exchange Act in connection therewith.

ARTICLE XII

BYLAWS

The Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors then in office. The stockholders of the Corporation may also adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock entitled to vote thereon. The initial Bylaws of the Corporation were adopted on September 30, 2021, in connection with the original incorporation of the Corporation. Amended and Restated Bylaws of the Corporation were adopted effective as of January 24, 2022, and shall be in full force and effect as of such date, superseding and replacing the initial Bylaws in their entirety.

ARTICLE XIII

INDEMNIFICATION

Section 13.1 — Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, or agent of another corporation, limited liability company, partnership, joint venture, trust, nonprofit entity, or other enterprise (including service with respect to employee benefit plans), against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith. The Corporation may, in its discretion, similarly indemnify any person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any Proceeding by reason of the fact that such person is or was an employee or agent of the Corporation.

Section 13.2 — Advancement of Expenses. The Corporation shall, to the fullest extent permitted by the DGCL, pay the expenses (including attorneys' fees) incurred by any current or former director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement"); provided, however, that such Advancement shall be made only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified for such expenses under this Article XIII or otherwise. Such undertaking need not be secured a

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PELLEGRINO HOSPITALITY ACQUISITION CORP.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PELLEGRINO HOSPITALITY ACQUISITION CORP.
Pellegrino Hospitality Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
1.  The name of the Corporation is Pellegrino Hospitality Acquisition Corp. The Corporation was originally incorporated under the name "Pellegrino Hospitality Acquisition Corp." by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 30, 2021.
2.  This Amended and Restated Certificate of Incorporation (this "Certificate") was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended from time to time (the "DGCL"), and has been duly approved by the Board of Directors and the stockholders of the Corporation in accordance with the applicable provisions of the DGCL.
3.  This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Corporation's Certificate of Incorporation, as originally filed with the Secretary of State of the State of Delaware on September 30, 2021.
4.  This Amended and Restated Certificate of Incorporation is being filed with the Secretary of State of the State of Delaware on January 24, 2022, under DE SOS File No. 6148293.
5.  The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
ARTICLE I
NAME
The name of the corporation is Pellegrino Hospitality Acquisition Corp.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation's registered agent at such address is National Registered Agents of Delaware, Inc.
ARTICLE III
PURPOSE
Section 3.1 — General Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance of and not in limitation of the general powers conferred by the laws of the State of Delaware and the purposes herein set forth, the Corporation shall have and may exercise all of the rights and powers which are now or may hereafter be conferred upon corporations organized under the DGCL.
Section 3.2 — Pre-Business Combination Activities. Notwithstanding the generality of Section 3.1, until the Corporation consummates its initial Business Combination (as defined in Article V hereof), the Corporation shall not engage in any operations other than those incidental to the Corporation's formation, the offering described herein, and the search for and consummation of an initial Business Combination. The Corporation is organized as, and following the consummation of the IPO (as defined in Article V hereof) shall be, a "blank check company" as such term is defined in Rule 419 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Corporation was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, and engaging in any and all activities related thereto, including activities conducted through one or more subsidiaries formed for such purpose.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section 4.1 — Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is One Hundred Eleven Million (111,000,000) shares, consisting of the following:
(a) One Hundred Million (100,000,000) shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock");
(b) Ten Million (10,000,000) shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock," and together with the Class A Common Stock, the "Common Stock"); and
(c) One Million (1,000,000) shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock").
The number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no separate vote of the holders of any class or classes of capital stock shall be required therefor, except as otherwise provided in this Certificate or as required by applicable law.
Section 4.2 — Preferred Stock.
(a) The Board of Directors of the Corporation (the "Board of Directors" or the "Board") is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for the issuance of one or more series of Preferred Stock, and with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional, and other special rights, if any, and any qualifications, limitations, and restrictions thereof, of the shares of such series. The powers, preferences, and relative, participating, optional, and other special rights of each series of Preferred Stock, and the qualifications, limitations, and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, without limitation of the foregoing, the authority to fix and determine the following with respect to such series:
(i) the designation and number of shares constituting such series;
(ii) the dividend rate, if any, on the shares of such series, whether dividends shall be cumulative, and, if so, from what date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series;
(iii) whether such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(iv) whether such series shall have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;
(v) whether or not the shares of such series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
(vi) whether such series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and amount of such sinking fund;
(vii) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series; and
(viii) any other relative powers, preferences, and rights of, and qualifications, limitations, and restrictions on, such series, as the Board of Directors may determine.
(b) The Board of Directors is hereby expressly authorized to exercise its "blank check" authority with respect to the Preferred Stock to the fullest extent permitted by the DGCL. The issuance of Preferred Stock may have the effect of delaying, deferring, or preventing a change in control of the Corporation without further action by the stockholders and may adversely affect the voting and other rights of the holders of Common Stock.
(c) Notwithstanding the foregoing provisions of this Section 4.2, no shares of Preferred Stock shall be issued prior to the consummation of a Business Combination unless such issuance is approved by a majority of the Independent Directors (as defined in Section 7.6 hereof). Any shares of Preferred Stock so issued shall not be entitled to vote on a Business Combination or have any rights to or claims against the Trust Account (as defined in Article V hereof).
Section 4.3 — Class A Common Stock.
(a) Voting Rights. Each holder of record of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock standing in such holder's name on the books of the Corporation on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or this Certificate, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation.
(b) Dividends. Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Class A Common Stock shall be entitled to receive such dividends and other distributions in cash, stock, or property of the Corporation when, as, and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. Any dividends paid on the Class A Common Stock shall be paid equally on a per-share basis on the Class A Common Stock and the Class B Common Stock, subject to the prior rights and preferences of any outstanding series of Preferred Stock.
(c) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and the payment of any liquidation preference amounts payable with respect to any outstanding shares of Preferred Stock, the holders of shares of Class A Common Stock shall be entitled to share ratably in the remaining net assets of the Corporation available for distribution to its stockholders. The rights of holders of Class A Common Stock set forth in this Section 4.3(c) shall be subject to, and qualified in their entirety by, the rights set forth in Article VI (Trust Account provisions), Article VIII (Business Combination requirements and liquidation), and Article IX (Redemption of Class A Common Stock).
(d) Redemption Rights. Each holder of shares of Class A Common Stock that constitute Public Shares (as defined in Article V hereof) (other than the Sponsor, officers, and directors of the Corporation with respect to any Founder Shares or shares of Common Stock acquired prior to the consummation of the IPO) shall have the right to have such holder's Public Shares redeemed for cash in connection with: (i) the Corporation's initial Business Combination, as more fully set forth in Article IX hereof; or (ii) an amendment to this Certificate that affects the substance or timing of the Corporation's obligation to redeem one hundred percent (100%) of the Public Shares if the Corporation has not consummated a Business Combination within the Business Combination Period (as defined in Article V hereof), as more fully set forth in Section 9.4 hereof. In each case, the redemption price per share shall be calculated as set forth in Article IX of this Certificate.
Section 4.4 — Class B Common Stock (Founder Shares).
(a) Voting Rights. Each holder of record of shares of Class B Common Stock shall be entitled to one (1) vote for each share of Class B Common Stock standing in such holder's name on the books of the Corporation on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or this Certificate, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation.
(b) Dividends. Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Class B Common Stock shall be entitled to the same dividend rights as the holders of shares of Class A Common Stock, on an equal per-share basis, when, as, and if declared by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor, subject to the preferences of any outstanding Preferred Stock.
(c) Conversion. Each share of Class B Common Stock shall automatically convert into one (1) share of Class A Common Stock at the time of the consummation of the Corporation's initial Business Combination, on a one-for-one basis, subject to the anti-dilution adjustments set forth in Section 4.4(d) below. Such conversion shall occur automatically, without the need for any action on the part of the holder thereof, and the Corporation shall take all necessary action to effect such conversion, including the reservation and issuance of shares of Class A Common Stock for delivery upon conversion of the Class B Common Stock. In no event shall a holder of Class B Common Stock have the right to convert such shares into Class A Common Stock prior to the consummation of the Corporation's initial Business Combination.
(d) Anti-Dilution Adjustment. In the event that additional shares of Class A Common Stock, or equity-linked securities convertible into or exercisable or exchangeable for shares of Class A Common Stock, are issued or deemed issued in excess of the amounts offered in the IPO and related to or in connection with the closing of the initial Business Combination, the ratio at which shares of Class B Common Stock shall convert into shares of Class A Common Stock shall be adjusted (unless the holders of a majority of the then-outstanding shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, twenty percent (20%) of the sum of (i) the total number of shares of Common Stock outstanding upon the completion of the IPO, plus (ii) all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A Common Stock redeemed in connection with the Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and further excluding any shares of Class A Common Stock underlying the Private Placement Warrants (as defined in Article V hereof) held by the Sponsor or its permitted transferees and any shares issuable upon exercise of the warrants included in the Units sold in the IPO.
(e) Forfeiture Provision. Up to Four Hundred Eighty-Seven Thousand Five Hundred (487,500) shares of Class B Common Stock shall be subject to forfeiture by the Sponsor if, and to the extent that, the underwriters' over-allotment option granted in connection with the IPO is not exercised in full, so that the number of Founder Shares outstanding following the IPO (after giving effect to any such forfeiture) will represent twenty percent (20%) of the Corporation's total issued and outstanding shares of Common Stock after the IPO (assuming no conversion of the Private Placement Warrants). In the event the over-allotment option is exercised in full, no Founder Shares shall be subject to forfeiture, and the total number of Founder Shares outstanding shall be Four Million Two Hundred Thirty-Seven Thousand Five Hundred (4,237,500). The following illustrates the intended share structure:
(i) Base Offering (No Over-Allotment Exercise): Fifteen Million (15,000,000) shares of Class A Common Stock (consisting of Public Shares) plus Three Million Seven Hundred Fifty Thousand (3,750,000) shares of Class B Common Stock (Founder Shares) shall equal Eighteen Million Seven Hundred Fifty Thousand (18,750,000) total shares of Common Stock outstanding, and the Founder Shares shall represent 20.0% of such total (3,750,000 divided by 18,750,000).
(ii) Full Over-Allotment Exercise: Seventeen Million Two Hundred Fifty Thousand (17,250,000) shares of Class A Common Stock (consisting of Public Shares, including shares issued upon exercise of the over-allotment option) plus Four Million Two Hundred Thirty-Seven Thousand Five Hundred (4,237,500) shares of Class B Common Stock (Founder Shares) shall equal Twenty-One Million Four Hundred Eighty-Seven Thousand Five Hundred (21,487,500) total shares of Common Stock outstanding. The Founder Shares shall represent approximately 19.72% of such total (4,237,500 divided by 21,487,500); provided, that for purposes of the Corporation's organizational documents, including this Certificate, the Founder Shares shall be deemed to represent 20% of the total issued and outstanding shares of Common Stock, with any rounding adjustment built into this Certificate and the applicable organizational documents of the Corporation to effectuate such intent.
(f) Transfer Restrictions. Prior to the consummation of a Business Combination, shares of Class B Common Stock may not be transferred, assigned, sold, pledged, hypothecated, or otherwise disposed of or encumbered, except to permitted transferees as defined in, and subject to the terms and conditions of, the Letter Agreement dated January 19, 2022 (the "Letter Agreement"), among the Corporation, Pellegrino Capital Group LLC, and the Corporation's officers and directors. Any attempted transfer in violation of the foregoing shall be null and void ab initio.
(g) No Redemption Rights. Holders of shares of Class B Common Stock shall not have the right to redeem such shares in connection with a Business Combination or in connection with any amendment to this Certificate. The Founder Shares shall not be entitled to any redemption or distributions from the Trust Account prior to or in connection with a Business Combination, and the holders of shares of Class B Common Stock have agreed to waive all such redemption rights pursuant to the Letter Agreement.
Section 4.5 — Voting.
(a) Except as otherwise required by law or as expressly provided in this Certificate, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation.
(b) Each holder of shares of Common Stock shall be entitled to one (1) vote per share of Common Stock held by such holder on all matters submitted to a vote of stockholders. The stockholders of the Corporation shall not have the right to cumulate their votes in the election of directors or for any other purpose.
(c) In the event that the DGCL or any other applicable law requires a separate class vote of the holders of any class of capital stock of the Corporation, such separate class vote shall be taken in addition to, and not in lieu of, any vote of all holders of Common Stock required by this Certificate or by applicable law.
ARTICLE V
DEFINITIONS
As used in this Certificate, the following terms shall have the following meanings:
"Business Combination" means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination, involving the Corporation and one or more businesses or entities (each, a "target business"), which may be consummated through one or more related transactions.
"Business Combination Period" means the period commencing on the IPO Closing Date and ending on August 4, 2023 (the date that is eighteen (18) months after the IPO Closing Date), subject to extension by the Corporation to February 4, 2024 (the date that is twenty-four (24) months after the IPO Closing Date), upon the deposit of extension payments into the Trust Account in accordance with the terms set forth in Section 8.4 of this Certificate and the IPO prospectus.
"Founder Shares" means the shares of Class B Common Stock initially purchased by the Sponsor, Pellegrino Capital Group LLC, for an aggregate purchase price of Twenty-Five Thousand Dollars ($25,000) (approximately $0.0067 per share), consisting of an initial issuance of shares of Class B Common Stock prior to the consummation of the IPO, as the same may be adjusted by forfeiture pursuant to Section 4.4(e) of this Certificate.
"Independent Directors" means those directors of the Corporation who are designated as independent directors pursuant to Section 7.6 of this Certificate and who meet the independence requirements of The Nasdaq Stock Market LLC and the rules and regulations of the Securities and Exchange Commission.
"IPO" means the Corporation's initial public offering of Units pursuant to a Registration Statement on Form S-1 (File No. 333-260847), as amended, declared effective by the Securities and Exchange Commission on January 14, 2022, as described in the prospectus included therein.
"IPO Closing Date" means January 24, 2022, the date on which the closing of the IPO occurred.
"Letter Agreement" means that certain Letter Agreement, dated January 19, 2022, among the Corporation, Pellegrino Capital Group LLC, and the Corporation's officers and directors, as the same may be amended from time to time.
"Private Placement Warrants" means the warrants purchased by the Sponsor in a private placement simultaneously with the closing of the IPO at a price of One Dollar ($1.00) per warrant, each such warrant entitling the holder to purchase one share of Class A Common Stock at an exercise price of Eleven Dollars and Fifty Cents ($11.50) per share, subject to adjustment as set forth in the Warrant Agreement.
"Public Shares" means the shares of Class A Common Stock included in the Units sold in the IPO, including any Units issued upon exercise of the underwriters' over-allotment option.
"Public Stockholders" means the holders of Public Shares, including holders who are officers or directors of the Corporation or affiliates of the Sponsor, solely in their capacity as holders of Public Shares and only to the extent of such Public Shares, but excluding the Sponsor, officers, and directors of the Corporation to the extent of any Founder Shares, Private Placement Warrants, or shares of Class A Common Stock underlying such Private Placement Warrants held by them.
"Sponsor" means Pellegrino Capital Group LLC, a Delaware limited liability company.
"Trust Account" means the trust account established pursuant to the Investment Management Trust Agreement, dated January 19, 2022 (the "Trust Agreement"), between the Corporation and Atlantic Seaboard Trust Company, N.A. (the "Trustee"), into which certain proceeds of the IPO and the Private Placement Warrants were deposited, as more fully described in Article VI hereof.
"Trust Amount" means the amount on deposit in the Trust Account at any given time, including interest earned thereon (less amounts released for the payment of taxes owed by the Corporation on income earned on the Trust Account and less up to One Hundred Thousand Dollars ($100,000) per annum in interest to fund working capital requirements of the Corporation as permitted under the Trust Agreement and this Certificate).
"Trustee" means Atlantic Seaboard Trust Company, N.A., in its capacity as trustee under the Trust Agreement.
"Unit" means one (1) share of Class A Common Stock and one-half (1/2) of one redeemable warrant, each whole warrant exercisable for one (1) share of Class A Common Stock at an exercise price of Eleven Dollars and Fifty Cents ($11.50) per share, subject to adjustment as set forth in the Warrant Agreement dated January 19, 2022, between the Corporation and Atlantic Seaboard Trust Company, N.A., as warrant agent (the "Warrant Agreement").
ARTICLE VI
TRUST ACCOUNT
Section 6.1 — Establishment and Maintenance of Trust Account. A trust account (the "Trust Account") has been established with Atlantic Seaboard Trust Company, N.A. (the "Trustee") for the benefit of the Public Stockholders, governed by the Investment Management Trust Agreement dated January 19, 2022, between the Corporation and the Trustee (the "Trust Agreement"). The Trust Account shall be maintained and administered in accordance with the terms and conditions of the Trust Agreement and this Certificate. Except as otherwise permitted by this Certificate or the Trust Agreement, the Corporation shall not release from the Trust Account any of the proceeds of the IPO or the Private Placement Warrants held in the Trust Account, and no person shall have any claim, right, or interest in or to the Trust Account other than as expressly set forth in this Article VI.
Section 6.2 — Deposits.
(a) At the IPO Closing, the Corporation deposited into the Trust Account an aggregate amount of One Hundred Fifty-Two Million Five Hundred Thousand Dollars ($152,500,000), which amount was comprised of: (i) One Hundred Fifty Million Dollars ($150,000,000), representing the gross proceeds from the sale of Fifteen Million (15,000,000) Units at a price of Ten Dollars ($10.00) per Unit; plus (ii) Five Million Five Hundred Thousand Dollars ($5,500,000), representing the proceeds from the sale of Five Million Five Hundred Thousand (5,500,000) Private Placement Warrants to the Sponsor at a price of One Dollar ($1.00) per Private Placement Warrant; less (iii) Three Million Dollars ($3,000,000), representing the upfront underwriting discount payable to Meridian Tidewater Securities LLC, as representative of the several underwriters named in the Underwriting Agreement dated January 19, 2022, among the Corporation, the Sponsor, and Meridian Tidewater Securities LLC (the "Underwriting Agreement").
(b) In the event of any exercise of the underwriters' over-allotment option granted pursuant to the Underwriting Agreement, additional amounts shall be deposited into the Trust Account in a manner consistent with the terms of the Underwriting Agreement, such that the per-Unit amount deposited in the Trust Account shall remain $10.00 per Unit (subject to adjustment for any additional Private Placement Warrants purchased by the Sponsor in connection with such exercise and any additional underwriting discounts).
(c) The deferred underwriting commission of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), representing three and one-half percent (3.5%) of the gross proceeds of the IPO from the base offering (calculated as 3.5% of $150,000,000), shall remain in the Trust Account and shall not be released to Meridian Tidewater Securities LLC until the consummation of a Business Combination, in accordance with the terms of the Underwriting Agreement. In the event that the Corporation does not consummate a Business Combination within the Business Combination Period and the Trust Account is distributed to the Public Stockholders in accordance with this Certificate, the deferred underwriting commission shall be included in the amounts distributed to Public Stockholders, and Meridian Tidewater Securities LLC shall have no claim thereto.
Section 6.3 — Investment of Trust Funds. The funds held in the Trust Account shall be invested solely in: (a) United States government treasury obligations having a maturity of one hundred eighty-five (185) days or less; or (b) money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3), and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in direct United States government treasury obligations. The Corporation shall instruct the Trustee to invest the funds held in the Trust Account in accordance with the foregoing requirements, and the Trustee shall invest such funds as directed by the Corporation, subject to the limitations set forth in the Trust Agreement.
Section 6.4 — Release of Trust Funds. Funds held in the Trust Account, including any interest earned thereon, may be released only in the following circumstances and for the following purposes:
(a) To Public Stockholders in connection with a redemption of Public Shares in connection with the Corporation's initial Business Combination, as more fully described in Article IX of this Certificate;
(b) To the Corporation upon the consummation of a Business Combination, after payment of all redemption amounts due to redeeming Public Stockholders, for use as working capital and for general corporate purposes in connection with the Business Combination and the post-Business Combination entity;
(c) To pay any income or other taxes owed by the Corporation on income earned on the funds held in the Trust Account, which taxes shall be payable from the interest earned on the Trust Account and not from the principal deposited therein;
(d) Up to One Hundred Thousand Dollars ($100,000) per annum of interest earned on the funds held in the Trust Account, to fund the Corporation's working capital requirements, as permitted under the Trust Agreement;
(e) To Public Stockholders upon the liquidation of the Corporation in the event the Corporation does not consummate a Business Combination within the Business Combination Period, as more fully described in Section 8.5 of this Certificate; or
(f) To Meridian Tidewater Securities LLC (or its successor or assign) for payment of the deferred underwriting commission in the amount of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (or such greater amount as may result from exercise of the over-allotment option) upon, and only upon, the consummation of a Business Combination, in accordance with the terms of the Underwriting Agreement.
No other releases or disbursements from the Trust Account shall be permitted, and the Trustee shall not release any amounts held in the Trust Account except in accordance with the Trust Agreement and this Certificate.
Section 6.5 — No Claims Against Trust Account. No person (other than the Trustee and the Corporation, in each case solely as set forth in the Trust Agreement and this Certificate) shall have any right, title, interest, or claim of any kind in or to any monies held in the Trust Account or any other asset of the Trust Account, and no such person shall have any right to bring any action against the Trust Account, including any action for breach of contract, tort, or otherwise. Without limiting the generality of the foregoing:
(a) No officer, director, employee, or agent of the Corporation shall have any right, claim, or interest against the Trust Account, except to the extent of any right such person may have as a Public Stockholder and solely to the extent of such Public Shares;
(b) The Sponsor shall not have any right, claim, or interest against the Trust Account, except to the extent that the Sponsor holds Public Shares and solely to the extent of such Public Shares (it being acknowledged that the Founder Shares and Private Placement Warrants shall have no right to or claim against the Trust Account);
(c) No creditor of the Corporation shall have any right to proceed against the Trust Account regardless of whether such claim arose in contract, tort, equity, or otherwise, and regardless of whether such claim constitutes a liquidated or unliquidated claim, a fixed or contingent claim, a matured or unmatured claim, a disputed or undisputed claim, a legal or equitable claim, or a secured or unsecured claim; and
(d) The Corporation shall seek to have any vendor, service provider, prospective target business, or other entity that enters into a business arrangement with the Corporation execute a waiver agreement pursuant to which such entity waives any right, title, interest, or claim of any kind in or to any monies held in the Trust Account.
ARTICLE VII
BOARD OF DIRECTORS
Section 7.1 — Number and Election. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors shall consist of not fewer than one (1) and not more than nine (9) directors, with the exact number of directors to be fixed from time to time exclusively by resolution adopted by the affirmative vote of a majority of the entire Board of Directors then in office. As of the date of this Certificate, the Board of Directors shall consist of six (6) directors, as follows:
(a) Marco A. Pellegrino — Chairman;
(b) Daniella R. Pellegrino;
(c) Vincent Abruzzi;
(d) Constance Liu-Harmon;
(e) Dr. Rafael Espinosa; and
(f) Judith Anne Sorrento.
Each director shall be elected at each annual meeting of stockholders of the Corporation and shall hold office until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide.
Section 7.2 — Classification. Prior to the consummation of a Business Combination, the Board of Directors shall not be classified, and all directors shall be elected at each annual meeting of stockholders for a term expiring at the next annual meeting of stockholders. Upon and following the consummation of a Business Combination, the Board of Directors may, in its sole discretion, by resolution duly adopted by the Board, be divided into such classes as may be determined by the Board, with staggered terms as permitted by Section 141(d) of the DGCL, and this Certificate may be amended at such time to provide for such classification in a manner consistent with the DGCL.
Section 7.3 — Removal. Prior to the consummation of a Business Combination, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote at an election of directors, voting together as a single class. Following the consummation of a Business Combination, the removal of directors shall be governed by the provisions of this Certificate then in effect and the DGCL.
Section 7.4 — Vacancies. Any vacancy occurring on the Board of Directors for any reason, including any vacancy resulting from an increase in the size of the Board of Directors or resulting from the death, resignation, disqualification, or removal of any director, may be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if such majority is less than a quorum, or by a sole remaining director. Any director so elected to fill a vacancy shall hold office until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal.
Section 7.5 — Limitation of Liability. To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the personal liability of a director, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, without further action by the stockholders of the Corporation. Neither the amendment nor the repeal of this Section 7.5 shall eliminate or reduce the effect of this Section 7.5 in respect of any matter occurring, or any cause of action, suit, or claim that, but for this Section 7.5, would accrue or arise, prior to such amendment or repeal.
Section 7.6 — Independent Directors. As of the date of this Certificate, the following directors are hereby designated as independent directors of the Corporation (collectively, the "Independent Directors"), each of whom has been determined to satisfy the independence requirements of The Nasdaq Stock Market LLC and the applicable rules and regulations of the Securities and Exchange Commission:
(a) Constance Liu-Harmon;
(b) Dr. Rafael Espinosa; and
(c) Judith Anne Sorrento.
A majority of the entire Board of Directors, including a majority of the Independent Directors, must approve the Corporation's initial Business Combination. In the event that any Independent Director ceases to serve on the Board, the remaining members of the Board shall appoint a replacement director who satisfies the applicable independence requirements, and such replacement director shall be deemed an Independent Director for purposes of this Certificate. The Independent Directors shall also serve as members of the Corporation's audit committee, compensation committee, and nominating committee, in each case as constituted by the Board.
ARTICLE VIII
BUSINESS COMBINATION REQUIREMENTS
Section 8.1 — Obligation to Consummate a Business Combination. The Corporation shall use its reasonable best efforts to consummate its initial Business Combination within the Business Combination Period. The Corporation shall seek to consummate a Business Combination with one or more target businesses primarily in the hospitality and leisure sector, including but not limited to hotels, resorts, restaurants, entertainment venues, travel technology, and related service industries; provided, however, that the Corporation is not required to consummate a Business Combination exclusively within such sector and may pursue a Business Combination with target businesses in any industry or geographic region if the Board of Directors determines, in its business judgment, that such Business Combination is in the best interests of the Corporation and its stockholders.
Section 8.2 — Minimum Value of Target Business. The Corporation's initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least eighty percent (80%) of the Trust Amount (excluding the deferred underwriting commission of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (or such greater amount as may result from exercise of the over-allotment option) and taxes payable on the income earned on the Trust Amount) at the time of the execution of a definitive agreement for the initial Business Combination. The fair market value of the target business or businesses shall be determined by the Board of Directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow, and book value). If the Corporation is not then listed on The Nasdaq Stock Market LLC or another national securities exchange, the Corporation shall obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ("FINRA") regarding the satisfaction of the eighty percent (80%) fair market value test.
Section 8.3 — Stockholder Approval or Tender Offer. In connection with the Corporation's initial Business Combination, the Corporation shall either:
(a) seek stockholder approval of the initial Business Combination at a meeting of stockholders duly called and held for such purpose, in connection with which stockholders may seek to have their Public Shares redeemed for their pro rata share of the Trust Amount in accordance with Article IX hereof, regardless of whether such stockholders vote for or against the proposed Business Combination; or
(b) provide Public Stockholders with the opportunity to have their Public Shares redeemed for their pro rata share of the Trust Amount in accordance with Article IX hereof pursuant to a tender offer conducted in accordance with Rule 13e-4 and Regulation 14E promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder.
The decision as to whether the Corporation shall seek stockholder approval of the initial Business Combination or conduct a tender offer shall be made by the Corporation in its sole discretion and may be based on range factors, including but not limited to the timing of the transaction, whether the terms of the transaction would require the Corporation to seek stockholder approval under applicable law or stock exchange listing requirements, and whether the Corporation would be required to provide updated financial information to stockholders in connection with the transaction. If the Corporation seeks stockholder approval, the Business Combination must be approved by the affirmative vote of the holders of a majority of the shares of Common Stock then outstanding and entitled to vote thereon that are voted at a duly held meeting of stockholders.
Section 8.4 — Extension of Business Combination Period. The Business Combination Period may be extended for up to two (2) additional three-month periods (for a total maximum period of twenty-four (24) months from the IPO Closing Date, extending the Business Combination Period to February 4, 2024), provided that the Sponsor (or its designees) deposits into the Trust Account, for each such three-month extension, an extension payment in an amount as specified in the Corporation's Registration Statement on Form S-1 (File No. 333-260847) and the prospectus contained therein. Any such extension payment shall be made in the form of a non-interest-bearing loan to the Corporation, which loan shall be repaid upon consummation of a Business Combination or, at the lender's election, converted into Private Placement Warrants at a conversion price of One Dollar ($1.00) per warrant. In the event the Corporation does not consummate a Business Combination by the end of the Business Combination Period (as the same may be extended), such loans shall not be repaid and the lender shall have no claim against the Trust Account.
Section 8.5 — Liquidation Upon Failure to Consummate Business Combination. If the Corporation does not consummate a Business Combination within the Business Combination Period (as the same may be extended pursuant to Section 8.4), the Corporation shall:
(a) cease all operations except for the purpose of winding up its affairs, including but not limited to the satisfaction of any remaining obligations of the Corporation, the preparation and filing of any necessary reports with the Securities and Exchange Commission, and the taking of all actions reasonably necessary to dissolve and liquidate in an orderly manner;
(b) as promptly as reasonably possible but not more than ten (10) business days following the expiration of the Business Combination Period, redeem one hundred percent (100%) of the outstanding Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less up to One Hundred Thousand Dollars ($100,000) of interest to pay dissolution expenses and net of taxes payable on the income earned on the Trust Account), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the Public Stockholders' rights as stockholders of the Corporation (including the right to receive further liquidation distributions, if any), subject to applicable law; and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Corporation's remaining stockholders and the Board of Directors, proceed to dissolve and liquidate the Corporation, subject in each case to the Corporation's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
In the event of such liquidation and dissolution, the Sponsor and the Corporation's officers and directors shall not participate in any redemption or liquidation distribution with respect to any Founder Shares held by them. The Sponsor and the Corporation's officers and directors have waived their rights to participate in any such distribution with respect to Founder Shares or Private Placement Warrants pursuant to the Letter Agreement. The Corporation shall pay the costs of liquidation from its remaining assets outside of the Trust Account or, to the extent necessary, from up to One Hundred Thousand Dollars ($100,000) of interest earned on the Trust Account.
ARTICLE IX
REDEMPTION OF CLASS A COMMON STOCK
Section 9.1 — Redemption in Connection with Business Combination. In connection with the Corporation's initial Business Combination, each holder of Public Shares shall be entitled to demand that the Corporation redeem such holder's Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination, including interest earned thereon (net of taxes payable on the income earned on the Trust Account), divided by the number of then-outstanding Public Shares. The Corporation shall make such redemption upon the consummation of the initial Business Combination, and the rights of the holders of Public Shares who elect to have their shares redeemed shall be contingent upon the consummation of the Business Combination.
The Corporation shall not consummate a Business Combination if, upon consummation thereof and after giving effect to all redemptions of Public Shares properly demanded and not withdrawn, the Corporation would not have net tangible assets of at least Five Million and One Dollars ($5,000,001) (after payment of the deferred underwriting commission and after giving effect to all redemptions), or such other applicable threshold as may be required under Rule 419 under the Securities Act, The Nasdaq Stock Market LLC listing standards, or applicable rules and regulations of the Securities and Exchange Commission (the "Redemption Limitation"). In the event that the aggregate amount of redemptions requested by Public Stockholders would cause the Corporation to fail to meet the Redemption Limitation, the Corporation shall not consummate the Business Combination, and the Corporation may, in its discretion, withdraw the proposed Business Combination.
Section 9.2 — Limitation on Redemptions.
(a) The Corporation may, in connection with the proposed initial Business Combination, establish a maximum redemption threshold (expressed either as a percentage of the outstanding Public Shares or as a maximum aggregate cash amount) to ensure compliance with the Redemption Limitation and to ensure that the Corporation has sufficient cash available to consummate the Business Combination and fund the post-Business Combination entity. Any such maximum redemption threshold shall be disclosed in the proxy statement or tender offer documents delivered to Public Stockholders in connection with the proposed Business Combination.
(b) The Sponsor, and each officer and director of the Corporation, have agreed, pursuant to the Letter Agreement, not to redeem any Founder Shares or any Public Shares held by them in connection with a Business Combination or in connection with a stockholder vote to amend this Certificate. Such agreement shall remain in effect until the earlier of the consummation of a Business Combination or the liquidation of the Corporation in accordance with Section 8.5 of this Certificate.
(c) In no event shall the Sponsor, officers, or directors of the Corporation be entitled to redeem any Founder Shares in connection with a Business Combination or an amendment to this Certificate. The waiver of redemption rights set forth in this Section 9.2 and in the Letter Agreement shall be irrevocable and shall not be subject to modification except by an amendment to this Certificate adopted in accordance with Article XI hereof.
Section 9.3 — Payment of Redemption Price. The redemption price payable to each redeeming Public Stockholder shall be paid from the funds on deposit in the Trust Account. Upon payment of the redemption price, the Public Shares so redeemed shall be cancelled and shall cease to be outstanding, and all rights of the holder thereof as a stockholder of the Corporation with respect to such redeemed shares shall cease and be extinguished. The Corporation shall instruct the Trustee to release from the Trust Account to the redeeming Public Stockholders the aggregate redemption price payable to such stockholders in connection with the applicable redemption event.
Section 9.4 — Redemption in Connection with Amendment to Certificate. In the event that the Corporation proposes to amend any provision of this Certificate that would affect the substance or timing of the Corporation's obligation to redeem one hundred percent (100%) of the Public Shares if the Corporation has not consummated a Business Combination within the Business Combination Period, including but not limited to any amendment to Article V (to the extent relating to the definition of "Business Combination Period"), Article VI (Trust Account), Article VIII (Business Combination Requirements), or this Article IX (Redemption), the Corporation shall provide each holder of Public Shares with the opportunity to redeem such holder's Public Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable on the income earned on the Trust Account), divided by the number of then-outstanding Public Shares. The redemption rights set forth in this Section 9.4 shall apply regardless of whether the proposed amendment is ultimately approved by the stockholders of the Corporation. The Corporation shall not proceed with any such amendment unless it provides Public Stockholders with the redemption opportunity described herein.
ARTICLE X
CERTAIN COVENANTS
Section 10.1 — No Pre-Business Combination Activities. Prior to the consummation of a Business Combination, the Corporation shall not issue additional shares of Common Stock or equity-linked securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with the shares of Common Stock on a Business Combination, unless the Corporation provides each such holder with the right to have such securities redeemed for a pro rata portion of the Trust Amount in connection with the Corporation's initial Business Combination, in the same manner and on the same terms as the redemption rights afforded to holders of Public Shares pursuant to Article IX hereof. This Section 10.1 shall not apply to the issuance of shares of Preferred Stock that do not have voting rights on a Business Combination and are not entitled to any distributions from the Trust Account, provided such issuance is approved by a majority of the Independent Directors in accordance with Section 4.2(c) hereof.
Section 10.2 — Related Party Transactions. Any transaction between the Corporation and any of its officers, directors, or the Sponsor (or any affiliate, family member, or associate of any such person), including any agreement, arrangement, or understanding with respect to compensation, reimbursement of expenses, loans, indemnification, or any other matter, shall require the prior written approval of a majority of the disinterested Independent Directors. For purposes of this Section 10.2, a director shall be considered "disinterested" if such director does not have a direct or indirect material financial interest in the transaction. The Corporation's audit committee shall review and oversee all related party transactions in accordance with the Corporation's related party transactions policy, as adopted by the Board of Directors.
Section 10.3 — Fiduciary Duties.
(a) Prior to the consummation of a Business Combination, the officers and directors of the Corporation shall owe fiduciary duties to the Corporation and its stockholders under the DGCL, including the duty of care and the duty of loyalty.
(b) The Corporation acknowledges that Marco A. Pellegrino, Daniella R. Pellegrino, and the other officers and directors of the Corporation may have fiduciary or contractual obligations to other entities, including Pellegrino Capital Group LLC (the Sponsor), which manages approximately Two Billion One Hundred Million Dollars ($2,100,000,000) in assets and has investments in various businesses in the hospitality and leisure sector and other industries. The Corporation further acknowledges that such officers and directors may have competing business interests, including interests in hospitality and leisure businesses through the Sponsor and its affiliated entities, and that such persons may in the future become affiliated with other entities engaged in business activities similar to those of the Corporation.
(c) Notwithstanding any duty otherwise existing at law or in equity, the Corporation and its stockholders acknowledge that the existence of such competing interests shall not, in and of itself, constitute a breach of the duty of loyalty by any officer or director of the Corporation. In the event that any officer or director identifies a Business Combination opportunity that is appropriate for presentation to the Corporation as well as to any other entity with which such person is affiliated, such officer or director shall present such opportunity to the Corporation before presenting it to any other entity, provided that such officer or director is not prohibited from doing so by any contractual obligation to such other entity existing as of the date of this Certificate.
ARTICLE XI
AMENDMENT OF CERTIFICATE OF INCORPORATION
Section 11.1 — General Amendments. The Corporation reserves the right to amend, alter, change, or repeal any provision of this Certificate in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, officers, and other persons herein are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Certificate or any provision of law that might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least sixty-five percent (65%) of the then-outstanding shares of Common Stock entitled to vote thereon, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, Article V, Article VI, Section 7.6 of Article VII, Article VIII, Article IX, Article X, or this Article XI prior to the consummation of a Business Combination.
Section 11.2 — Special Amendment Provisions (Pre-Business Combination). Prior to the consummation of a Business Combination, the following special amendment provisions shall apply:
(a) Supermajority Vote Requirement. Articles V, VI, VII (Section 7.6 only), VIII, IX, X, and this Article XI may not be amended, altered, changed, or repealed without (i) the affirmative vote of the holders of at least sixty-five percent (65%) of the then-outstanding shares of Common Stock entitled to vote thereon, voting together as a single class, and (ii) the concurrent approval of a majority of the Independent Directors.
(b) Class B Voting Requirement. Any amendment to Article IV (Sections 4.3 and 4.4) that would affect the rights, powers, preferences, or privileges of the Class B Common Stock, or the anti-dilution adjustments applicable to the Founder Shares, or the conversion rights of the Class B Common Stock, shall require (i) the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting as a separate class, in addition to (ii) the affirmative vote of the holders of at least sixty-five percent (65%) of the then-outstanding shares of Common Stock entitled to vote thereon, voting together as a single class.
(c) Redemption Trigger. Any amendment to the provisions of this Certificate relating to the Trust Account (Article VI) or the Business Combination deadline or liquidation provisions (Article VIII) shall trigger the Public Stockholders' redemption rights as described in Section 9.4 of this Certificate. The Corporation shall not proceed with any such amendment unless it has provided Public Stockholders with the opportunity to redeem their Public Shares in accordance with Section 9.4 and has complied with all applicable requirements of the Securities Act and the Exchange Act in connection therewith.
ARTICLE XII
BYLAWS
The Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors then in office. The stockholders of the Corporation may also adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock entitled to vote thereon. The initial Bylaws of the Corporation were adopted on September 30, 2021, in connection with the original incorporation of the Corporation. Amended and Restated Bylaws of the Corporation were adopted effective as of January 24, 2022, and shall be in full force and effect as of such date, superseding and replacing the initial Bylaws in their entirety.
ARTICLE XIII
INDEMNIFICATION
Section 13.1 — Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, or agent of another corporation, limited liability company, partnership, joint venture, trust, nonprofit entity, or other enterprise (including service with respect to employee benefit plans), against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith. The Corporation may, in its discretion, similarly indemnify any person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any Proceeding by reason of the fact that such person is or was an employee or agent of the Corporation.
Section 13.2 — Advancement of Expenses. The Corporation shall, to the fullest extent permitted by the DGCL, pay the expenses (including attorneys' fees) incurred by any current or former director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement"); provided, however, that such Advancement shall be made only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director or officer is not entitled to be indemnified for such expenses under this Article XIII or otherwise. Such undertaking need not be secured a