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UNDERWRITING AGREEMENT

Dated as of January 19, 2022

Among

PELLEGRINO HOSPITALITY ACQUISITION CORP. a Delaware corporation

PELLEGRINO CAPITAL GROUP LLC a Delaware limited liability company

and

MERIDIAN TIDEWATER SECURITIES LLC as Representative of the several Underwriters named in Schedule I hereto

Pellegrino Hospitality Acquisition Corp. c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102

Meridian Tidewater Securities LLC 277 Park Avenue, 38th Floor New York, NY 10172

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UNDERWRITING AGREEMENT

January 19, 2022

Meridian Tidewater Securities LLC As Representative of the several Underwriters named in Schedule I hereto 277 Park Avenue, 38th Floor New York, NY 10172

Ladies and Gentlemen:

Pellegrino Hospitality Acquisition Corp., a corporation organized under the laws of the State of Delaware (the "Company"), and Pellegrino Capital Group LLC, a limited liability company organized under the laws of the State of Delaware (the "Sponsor"), hereby confirm their respective agreements with Meridian Tidewater Securities LLC ("Meridian Tidewater"), acting as representative (in such capacity, the "Representative") of the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), as follows:

WHEREAS, the Company is a blank-check company incorporated under the laws of the State of Delaware on September 30, 2021, 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 operating in the hospitality and leisure sector;

WHEREAS, the Company has filed a registration statement on Form S-1 (File No. 333-260847) (as amended by S-1/A Amendment No. 1, filed December 17, 2021, and S-1/A Amendment No. 2, filed January 11, 2022) with the Securities and Exchange Commission (the "Commission" or "SEC"), which registration statement was declared effective by the Commission on January 14, 2022, and a final prospectus pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Act"), is to be filed with the Commission on or about January 20, 2022;

WHEREAS, the Company proposes to issue and sell to the several Underwriters an aggregate of 15,000,000 units (the "Firm Units"), each Firm Unit consisting of one (1) share of Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock"), and one-half (1/2) of one redeemable warrant (each whole warrant, a "Warrant"), each Warrant exercisable for one (1) share of Class A Common Stock at an exercise price of $11.50 per share, at a public offering price of $10.00 per Unit, resulting in gross proceeds of $150,000,000;

WHEREAS, the Company desires to grant to the Underwriters an option to purchase up to 2,250,000 additional units (the "Option Units" and, together with the Firm Units, the "Units") solely for the purpose of covering over-allotments, if any, in connection with the offering;

WHEREAS, the Sponsor is Pellegrino Capital Group LLC, the holder of 3,750,000 shares of Class B common stock of the Company, par value $0.0001 per share (the "Class B Common Stock" or "Founder Shares"), of which up to 487,500 shares are subject to forfeiture in the event the over-allotment option granted hereunder is not exercised in full;

WHEREAS, simultaneously with the closing of the offering, the Sponsor will purchase 5,500,000 warrants (the "Private Placement Warrants") at a purchase price of $1.00 per warrant (for an aggregate purchase price of $5,500,000) from the Company in a private placement pursuant to a Private Placement Warrants Purchase Agreement dated as of January 19, 2022 between the Company and the Sponsor (the "Private Placement Warrants Purchase Agreement"), with the proceeds therefrom to be deposited in the Trust Account (as defined below);

WHEREAS, the proceeds of the offering and the private placement of the Private Placement Warrants (less the upfront underwriting discount payable hereunder) are to be deposited in a trust account maintained by Atlantic Seaboard Trust Company, N.A. (the "Trustee"), as trustee, pursuant to an Investment Management Trust Agreement dated as of January 19, 2022 between the Company and the Trustee (the "Trust Agreement"); and

WHEREAS, Meridian Tidewater Securities LLC is acting as lead underwriter and book-running manager, and Brindoval Partners Capital LLC is acting as co-manager, in connection with the offering;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement.

"Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the Commission.

"Administrative Services Agreement" means the Administrative Services Agreement dated as of January 19, 2022 between the Company and the Sponsor, pursuant to which the Company shall pay the Sponsor $15,000 per month commencing on the Closing Date for the provision of office space, utilities, and certain administrative and support services.

"Amended and Restated Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company, to be filed with the Secretary of State of the State of Delaware on the Closing Date (DE SOS File No. 6148293), in the form included as an exhibit to the Registration Statement.

"Business Combination" means the Company's initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities operating in the hospitality and leisure sector, as described in the Registration Statement and the Prospectus.

"Business Combination Deadline" means the date that is eighteen (18) months from the Closing Date (expected to be August 4, 2023), subject to extension to twenty-four (24) months from the Closing Date (expected to be February 4, 2024) upon the deposit of the extension payments described in the Trust Agreement into the Trust Account by the Sponsor, its affiliates, or the Company's officers or directors, in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation.

"Class A Common Stock" means shares of Class A common stock, par value $0.0001 per share, of the Company, listed on the Nasdaq Capital Market under the ticker symbol "PHA" (CUSIP: 70633M 118).

"Class B Common Stock" means shares of Class B common stock, par value $0.0001 per share, of the Company, also referred to herein as the "Founder Shares."

"Closing Date" means the date of delivery of, and payment for, the Firm Units, which is expected to be January 24, 2022 (T+3), or such other date as may be agreed upon in writing by the Company and the Representative, but in no event later than five (5) business days after the date of this Agreement.

"Commission" or "SEC" means the United States Securities and Exchange Commission.

"Company" means Pellegrino Hospitality Acquisition Corp., a corporation organized under the laws of the State of Delaware (CIK: 0001937482; EIN: 87-3294815).

"Deferred Underwriting Commission" means an amount equal to three and one-half percent (3.5%) of the gross proceeds of the offering (being $5,250,000 with respect to the Firm Units, and, if the Over-Allotment Option is exercised in full, an additional $787,500 with respect to the Option Units, for a total of $6,037,500), to be deposited in the Trust Account on the Closing Date (and any Option Closing Date, as applicable) and payable to the Representative solely upon, and subject to, the consummation of a Business Combination, in accordance with the terms of Section 7(b) hereof and the Trust Agreement.

"Disclosure Package" means, collectively, the Preliminary Prospectus, together with any free writing prospectuses (as defined in Rule 405 under the Act) issued by the Company and filed with the Commission, and the pricing information set forth on Schedule II hereto, considered together as of the Applicable Time (as defined in Rule 159A under the Act), which shall be 5:00 p.m. (Eastern time) on January 19, 2022.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the Commission.

"FINRA" means the Financial Industry Regulatory Authority, Inc.

"Firm Units" means the 15,000,000 Units to be purchased by the several Underwriters from the Company on the Closing Date pursuant to Section 2(a) hereof.

"Founder Shares" means the 3,750,000 shares of Class B Common Stock held by the Sponsor, purchased for an aggregate purchase price of $25,000 (approximately $0.0067 per share) on October 5, 2021, subject to adjustment in accordance with the anti-dilution provisions of the Amended and Restated Certificate of Incorporation, with up to 487,500 of such shares subject to forfeiture in the event the Over-Allotment Option is not exercised in full, such that the Founder Shares shall represent approximately twenty percent (20%) of the total number of shares of common stock outstanding after the offering.

"Insider Letter" means the Letter Agreement dated as of January 19, 2022 among the Company, the Sponsor, and each of the officers and directors of the Company named therein.

"Investment Management Trust Agreement" or "Trust Agreement" means the Investment Management Trust Agreement dated as of January 19, 2022 between the Company and Atlantic Seaboard Trust Company, N.A., as trustee, governing the administration and investment of the funds held in the Trust Account.

"Option Closing Date" means each date of delivery of, and payment for, any Option Units purchased by the Underwriters pursuant to Section 2(b) hereof.

"Option Units" means up to 2,250,000 additional Units that the Underwriters may elect to purchase from the Company pursuant to the Over-Allotment Option set forth in Section 2(b) hereof.

"Over-Allotment Option" means the option granted by the Company to the Underwriters pursuant to Section 2(b) hereof to purchase Option Units.

"Preliminary Prospectus" means each preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act, including the preliminary prospectus dated January 14, 2022.

"Private Placement Warrants" means the 5,500,000 warrants to be purchased by the Sponsor from the Company simultaneously with the Closing Date (and up to 825,000 additional warrants to be purchased in connection with any exercise of the Over-Allotment Option), pursuant to the Private Placement Warrants Purchase Agreement.

"Private Placement Warrants Purchase Agreement" means the Private Placement Warrants Purchase Agreement dated as of January 19, 2022 between the Company and the Sponsor.

"Prospectus" means the final prospectus relating to the Units, as filed with the Commission pursuant to Rule 424(b)(4) under the Act on or about January 20, 2022, including all documents incorporated by reference therein and any supplements thereto.

"Registration Rights Agreement" means the Registration Rights Agreement dated as of January 19, 2022 among the Company, the Sponsor, and certain initial security holders of the Company named therein.

"Registration Statement" means the registration statement on Form S-1 (File No. 333-260847) filed by the Company with the Commission, together with all amendments thereto (including, without limitation, S-1/A Amendment No. 1 filed December 17, 2021 and S-1/A Amendment No. 2 filed January 11, 2022), as declared effective by the Commission on January 14, 2022, including all exhibits thereto, all documents incorporated by reference therein, and all information deemed to be part thereof at the time of effectiveness pursuant to Rule 430A under the Act.

"Representative" means Meridian Tidewater Securities LLC, acting in its capacity as representative of the several Underwriters.

"Sponsor" means Pellegrino Capital Group LLC, a limited liability company organized under the laws of the State of Delaware (EIN: 65-1084273), having its principal office at 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102.

"Transaction Documents" means, collectively, this Agreement, the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, the Insider Letter, the Private Placement Warrants Purchase Agreement, the Administrative Services Agreement, and each other agreement, certificate, or instrument entered into or delivered by any party in connection with the transactions contemplated hereby.

"Trust Account" means the trust account established at Atlantic Seaboard Trust Company, N.A. pursuant to the Trust Agreement for the benefit of the holders of shares of Class A Common Stock sold in the offering, the Deferred Underwriting Commission, and such other amounts as may be deposited therein from time to time in accordance with the Trust Agreement.

"Trustee" means Atlantic Seaboard Trust Company, N.A., having its principal office at 100 Federal Street, Suite 2200, Boston, MA 02110, acting in its capacity as trustee under the Trust Agreement.

"Underwriter Information" has the meaning ascribed to such term in Section 8(a) hereof.

"Underwriters" means the several underwriters named in Schedule I hereto, for whom the Representative is acting as representative in connection with the offering.

"Units" means units of the Company, each consisting of one (1) share of Class A Common Stock and one-half (1/2) of one (1) Warrant, listed on the Nasdaq Capital Market under the ticker symbol "PHAU" (CUSIP: 70633M 100). The Firm Units and the Option Units are collectively referred to herein as the "Units."

"Warrant Agreement" means the Warrant Agreement dated as of January 19, 2022 between the Company and Keymark Transfer Services LLC, a limited liability company having offices at 525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310, acting as warrant agent thereunder.

"Warrants" means the redeemable warrants included in the Units, each whole Warrant exercisable for one (1) share of Class A Common Stock at an exercise price of $11.50 per share, in accordance with the terms of the Warrant Agreement, listed on the Nasdaq Capital Market under the ticker symbol "PHAW" (CUSIP: 70633M 126).

SECTION 2: PURCHASE AND SALE OF UNITS

Section 2(a): Agreement to Sell and Purchase Firm Units.

Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the respective number of Firm Units set forth opposite such Underwriter's name on Schedule I hereto, at a purchase price of $9.80 per Unit (reflecting the public offering price of $10.00 per Unit less the upfront underwriting discount of $0.20 per Unit, representing a two percent (2.0%) upfront underwriting discount). The total number of Firm Units to be sold by the Company to the Underwriters pursuant to this Section 2(a) is 15,000,000.

The aggregate purchase price payable by the several Underwriters to the Company for the Firm Units shall be $147,000,000 (15,000,000 Firm Units multiplied by $9.80 per Firm Unit), which amount reflects the total upfront underwriting discount of $3,000,000 (15,000,000 Firm Units multiplied by $0.20 per Firm Unit).

In addition to the upfront underwriting discount, the Company shall, on the Closing Date, deposit into the Trust Account an amount equal to $0.35 per Firm Unit (being an aggregate of $5,250,000) as the Deferred Underwriting Commission, which shall be payable to the Representative solely upon, and subject to, the consummation of a Business Combination by the Company, in accordance with the terms of Section 7(b) hereof and the Trust Agreement. The obligation of the Underwriters hereunder is several and not joint. The respective obligations of each Underwriter are subject to the conditions set forth in Section 6 hereof.

Section 2(b): Over-Allotment Option.

The Company hereby grants to the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part, and from time to time, during the forty-five (45) day period commencing on the date of the Prospectus (the "Option Period"), to purchase from the Company up to 2,250,000 additional Option Units at a purchase price of $9.80 per Option Unit (reflecting the same upfront underwriting discount of $0.20 per Unit, or two percent (2.0%), applicable to the Firm Units). If the Over-Allotment Option is exercised in full, the maximum additional gross proceeds to the Company from the sale of Option Units would be $22,500,000 (2,250,000 Option Units multiplied by $10.00 per Unit), and the additional upfront underwriting discount payable with respect to such Option Units would be $450,000 (2,250,000 Option Units multiplied by $0.20 per Unit).

In the event of any exercise of the Over-Allotment Option, the Company shall deposit into the Trust Account an additional amount equal to $0.35 per Option Unit so purchased as additional Deferred Underwriting Commission. If the Over-Allotment Option is exercised in full, the additional Deferred Underwriting Commission shall be $787,500 ($22,500,000 multiplied by 3.5%).

Upon any exercise of the Over-Allotment Option by the Underwriters, the Sponsor has agreed, pursuant to the Private Placement Warrants Purchase Agreement, to purchase additional Private Placement Warrants from the Company on a pro rata basis, up to a maximum of 825,000 additional Private Placement Warrants at a purchase price of $1.00 per warrant (for an aggregate additional purchase price of up to $825,000), with the proceeds thereof to be deposited into the Trust Account.

The Over-Allotment Option shall be exercisable by delivery of a written notice (the "Exercise Notice") from the Representative to the Company specifying the number of Option Units to be purchased and the date on which such Option Units are to be delivered and paid for (each such date, an "Option Closing Date"). Each Option Closing Date shall be determined by the Representative, but shall not be later than the last day of the Option Period. The Exercise Notice may be given at any time and from time to time within the Option Period, and the Over-Allotment Option may be exercised in one or more installments; provided, however, that the aggregate number of Option Units purchased pursuant to all exercises of the Over-Allotment Option shall not exceed 2,250,000.

Section 2(c): Payment and Delivery — Firm Units.

Payment for, and delivery of, the Firm Units shall take place at the offices of Garrison Whitfield LLP, 51 West 52nd Street, New York, NY 10019, or at such other location as may be agreed upon by the Company and the Representative, at 10:00 a.m. (Eastern time) on January 24, 2022, or at such other time and date as the Company and the Representative shall agree in writing, but not later than the fifth (5th) business day after the date of this Agreement (such time and date of delivery and payment for the Firm Units being herein referred to as the "Closing Date").

Payment for the Firm Units shall be made by the several Underwriters to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, in the aggregate amount of $147,000,000 (representing $9.80 per Firm Unit for 15,000,000 Firm Units), against delivery of the Firm Units to the Underwriters through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters.

On the Closing Date, the Company shall deposit into the Trust Account at Atlantic Seaboard Trust Company, N.A. an aggregate amount of $152,500,000, consisting of: (i) $150,000,000 in gross proceeds from the sale of the Firm Units; plus (ii) $5,500,000 in proceeds from the Sponsor's purchase of 5,500,000 Private Placement Warrants; minus (iii) $3,000,000 in upfront underwriting discount payable to the Underwriters. The funds so deposited shall be held and invested in accordance with the terms of the Trust Agreement.

Section 2(d): Payment and Delivery — Option Units.

Payment for, and delivery of, any Option Units shall take place on each Option Closing Date in the same manner and at the same location as set forth in Section 2(c) above with respect to the Firm Units, unless otherwise agreed by the Company and the Representative. Payment shall be made by wire transfer of immediately available funds against delivery of such Option Units through the facilities of DTC.

Upon the full exercise of the Over-Allotment Option and the closing thereof, an additional $22,875,000 shall be deposited into the Trust Account, consisting of: (i) $22,500,000 in gross proceeds from the sale of 2,250,000 Option Units; plus (ii) $825,000 in proceeds from the Sponsor's purchase of 825,000 additional Private Placement Warrants; minus (iii) $450,000 in upfront underwriting discount payable to the Underwriters with respect to the Option Units. Upon the full exercise of the Over-Allotment Option, the total balance of the Trust Account (exclusive of any interest or income earned thereon) shall be $175,375,000.

In the event of any partial exercise of the Over-Allotment Option, the corresponding deposit amounts shall be adjusted proportionally.

SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SPONSOR

Section 3(a): Representations and Warranties of the Company.

The Company hereby represents and warrants to each of the Underwriters, as of the date hereof, as of the Closing Date, and as of each Option Closing Date (if any), as follows:

(i) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE SOS File No. 6148293). The Company has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company's registered agent in Delaware is National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, DE 19801. The Company is not required to be qualified to do business in any jurisdiction other than the State of Delaware, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the Company.

(ii) Blank-Check Company Status. The Company has been formed for the sole purpose of effecting a Business Combination with one or more target businesses operating in the hospitality and leisure sector. The Company has not conducted any operations other than those incidental to its formation and organization, the preparation and filing of the Registration Statement, and the offering and sale of the Units. The Company has no subsidiaries and does not own any equity interests in any other person or entity.

(iii) Authority. The Company has full corporate power and authority to enter into this Agreement and each of the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby, including the issuance and sale of the Units. The execution, delivery, and performance by the Company of this Agreement and each of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, including approval by the Company's board of directors at a meeting duly called and held on January 18, 2022, and no further corporate action on the part of the Company or its stockholders is required. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally and general principles of equity.

(iv) No Conflicts. The execution, delivery, and performance by the Company of this Agreement and each of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby (including the issuance and sale of the Units and the deposit of the offering proceeds into the Trust Account), do not and will not: (A) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company pursuant to, the Company's Amended and Restated Certificate of Incorporation or Bylaws, as each is in effect or will be in effect on the Closing Date; (B) conflict with, or result in a breach or violation of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company pursuant to, any agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Company is a party or by which it is bound or to which any property or assets of the Company is subject; or (C) result in any violation of any statute, law, rule, regulation, order, judgment, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Company or any of its properties or assets, except, in the case of clauses (B) and (C), for such conflicts, breaches, violations, defaults, liens, charges, or encumbrances as would not, individually or in the aggregate, have a material adverse effect on the Company.

(v) Capitalization. The authorized capital stock of the Company consists of 200,000,000 shares of Class A Common Stock, par value $0.0001 per share, 20,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Prior to the closing of the offering, 3,750,000 shares of Class B Common Stock are issued and outstanding, all of which are held by the Sponsor and were purchased by the Sponsor for an aggregate purchase price of $25,000 on October 5, 2021, and no shares of Class A Common Stock or preferred stock are issued or outstanding. Immediately after the closing of the offering (assuming no exercise of the Over-Allotment Option), 15,000,000 shares of Class A Common Stock and 3,750,000 shares of Class B Common Stock will be issued and outstanding (18,750,000 total shares of common stock outstanding), with the Founder Shares representing approximately twenty percent (20%) of the total outstanding shares of common stock. All issued and outstanding shares of the Company's capital stock have been, or upon issuance will be, duly authorized, validly issued, fully paid, and non-assessable, and issued in compliance with all applicable federal and state securities laws and not in violation of any preemptive right, co-sale right, right of first refusal, or other similar right. No shares of preferred stock are, or immediately after the closing of the offering will be, issued or outstanding. There are no outstanding options, warrants (other than the Warrants and Private Placement Warrants as described herein), rights, subscriptions, agreements, or commitments obligating the Company to issue any shares of its capital stock or other securities, except as described in the Registration Statement and the Prospectus.

(vi) Valid Issuance of Securities. The Units, including the shares of Class A Common Stock and Warrants comprising the Units, when issued and delivered by the Company to the Underwriters against payment therefor as provided herein, will be duly authorized, validly issued, fully paid, and non-assessable, and will be free and clear of any liens, encumbrances, equities, or claims. The shares of Class A Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by the Company and, when issued and delivered upon exercise of the Warrants in accordance with the terms of the Warrant Agreement and upon payment of the exercise price therefor, will be duly authorized, validly issued, fully paid, and non-assessable, and will be free and clear of any liens, encumbrances, equities, or claims. The Units, the Class A Common Stock, and the Warrants conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus.

(vii) Registration Statement and Prospectus. The Registration Statement on Form S-1 (File No. 333-260847) has been declared effective by the Commission on January 14, 2022. The Prospectus will be timely filed with the Commission pursuant to Rule 424(b)(4) under the Act. As of the time of effectiveness of the Registration Statement and at the Closing Date (and each Option Closing Date, if any), the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as of its date and at the Closing Date (and each Option Closing Date, if any), did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations and warranties in this Section 3(a)(vii) do not apply to any statements in or omissions from the Registration Statement, the Prospectus, or the Disclosure Package made in reliance upon and in conformity with Underwriter Information.

(viii) SEC Filings. The registration statement on Form S-1 was initially filed with the Commission on October 29, 2021. The Commission's first comment letter was received on December 3, 2021. Amendment No. 1 to the registration statement on Form S-1 (S-1/A) was filed with the Commission on December 17, 2021 in response thereto. The Commission's second comment letter was received on January 4, 2022. Amendment No. 2 to the registration statement on Form S-1 (S-1/A) was filed with the Commission on January 11, 2022 in response thereto. All comments from the Commission with respect to the Registration Statement have been resolved to the satisfaction of the Commission, and no further comments or requests for additional information are outstanding.

(ix) No Material Adverse Change. Since the date of the latest audited balance sheet included in the Registration Statement and the Prospectus (September 30, 2021), there has been no material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the condition (financial or otherwise), results of operations, business, properties, or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Registration Statement and the Prospectus.

(x) Financial Statements. The financial statements of the Company (including the related notes and schedules thereto) included in the Registration Statement and the Prospectus have been prepared in conformity with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis throughout the periods involved, fairly present in all material respects the financial position, results of operations, and cash flows of the Company as of the dates and for the periods indicated therein, and comply as to form in all material respects with the applicable accounting requirements of the Act and the rules and regulations of the Commission thereunder. Such financial statements have been audited by Whitmore, Linden & Pratt LLP (200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131), an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB"), as stated in their report included therein (engagement partner: Gerald Okonkwo). There are no other financial statements or supporting schedules required to be included in the Registration Statement or the Prospectus.

(xi) Tax Matters. The Company has been assigned Employer Identification Number (EIN) 87-3294815 by the Internal Revenue Service. The Company has filed (or will timely file) all federal, state, local, and foreign tax returns required to be filed by it and has paid (or will timely pay) all taxes shown thereon to be due. There are no tax deficiencies assessed or, to the knowledge of the Company, threatened against the Company.

(xii) No Litigation. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, arbitrator, governmental agency, or other authority, domestic or foreign, pending or, to the Company's knowledge, threatened against or involving the Company, or any of its officers or directors (in their capacity as such), or the Company's properties, that (A) could reasonably be expected to have a material adverse effect on the Company or (B) could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents.

(xiii) Compliance with Laws. The Company is not in violation of, and the Company has not received any notice alleging any violation of, any applicable statute, law, rule, regulation, order, judgment, injunction, or decree of any court, regulatory body, administrative agency, or governmental body having jurisdiction over the Company or any of its properties or assets, where such violation would, individually or in the aggregate, have a material adverse effect on the Company.

(xiv) Trust Account. The Company has entered into the Investment Management Trust Agreement with Atlantic Seaboard Trust Company, N.A., as trustee. The Trust Agreement is in full force and effect and constitutes a legal, valid, and binding obligation of each party thereto, enforceable in accordance with its terms. Amounts deposited in the Trust Account will be invested by the Trustee in United States government treasury obligations with maturities of one hundred eighty-five (185) days or less, or in 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, which invest solely in direct U.S. government treasury obligations, as determined by the Company. Amounts held in the Trust Account will not be released except in accordance with the Trust Agreement, the Amended and Restated Certificate of Incorporation, and the Prospectus.

(xv) Nasdaq Listing. The Company has applied to list the Units, the Class A Common Stock, and the Warrants on the Nasdaq Capital Market under the symbols "PHAU," "PHA," and "PHAW," respectively. The Company has received approval, or conditional approval subject only to official notice of issuance, for the listing of such securities on the Nasdaq Capital Market, and the Company satisfies (or upon the Closing Date will satisfy) all applicable listing requirements of the Nasdaq Capital Market.

(xvi) Transfer Agent and Warrant Agent. Keymark Transfer Services LLC (525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310) has been duly appointed as the transfer agent and registrar for the Class A Common Stock and as warrant agent under the Warrant Agreement, and no event has occurred that would permit Keymark Transfer Services LLC to terminate such appointment.

(xvii) Insurance. The Company has obtained directors' and officers' liability insurance from Pinnacle Assurance Group Ltd. (Policy No. DOC-2022-017839) with coverage limits and terms described in the Registration Statement and the Prospectus, with an annual premium of $385,000, effective as of the Closing Date (January 24, 2022). Such insurance policy is in full force and effect (or will be in full force and effect on the Closing Date), all premiums due thereon have been or will be timely paid, and the Company is in compliance in all material respects with the terms and conditions thereof.

(xviii) Related Party Transactions. Except as disclosed in the Registration Statement and the Prospectus, the Company has not entered into, and is not a party to, any transaction with any officer, director, stockholder, or affiliate of the Company. The related-party arrangements entered into or to be entered into by the Company consist of the following: (A) the Administrative Services Agreement with the Sponsor, pursuant to which the Company shall pay the Sponsor $15,000 per month commencing on the Closing Date for office space, utilities, secretarial, and certain administrative support services, which agreement will terminate upon the earlier of the consummation of a Business Combination or the Company's liquidation; (B) the Private Placement Warrants Purchase Agreement with the Sponsor; (C) the Registration Rights Agreement among the Company, the Sponsor, and certain initial security holders; and (D) the Insider Letter among the Company, the Sponsor, and each of the Company's officers and directors. Each such agreement or arrangement has been disclosed in the Registration Statement and the Prospectus.

(xix) FINRA. The Company has complied with all applicable rules and regulations of FINRA in connection with the offering. Except as disclosed in the Registration Statement, no officer, director, or greater-than-ten-percent (10%) stockholder of the Company is a member of FINRA or an associated person (as defined in FINRA's rules) of a FINRA member. The Company has provided to the Representative all information requested by FINRA in connection with the offering, including information required under FINRA Rule 5110.

(xx) No Stabilization. The Company has not taken, and will not take, directly or indirectly, any action designed to, or that has constituted or could reasonably be expected to constitute or cause, the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Units, in violation of the Act, the Exchange Act, or the rules and regulations thereunder (including, without limitation, Regulation M under the Exchange Act).

Section 3(b): Representations and Warranties of the Sponsor.

The Sponsor hereby represents and warrants to each of the Underwriters, as of the date hereof, as of the Closing Date, and as of each Option Closing Date (if any), as follows:

(i) Organization. The Sponsor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly registered to do business in the State of Florida. The Sponsor's principal office is located at 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102. The Sponsor's Employer Identification Number is 65-1084273.

(ii) Authority. The Sponsor has full limited liability company power and authority to enter into this Agreement and each of the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Sponsor of this Agreement and each of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action, including approval by Marco A. Pellegrino in his capacity as Managing Member and Founder of the Sponsor. This Agreement has been duly executed and delivered by the Sponsor and constitutes a legal, valid, and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally and general principles of equity.

(iii) Founder Shares. The Sponsor is the record and beneficial owner of 3,750,000 Founder Shares, which were purchased by the Sponsor for an aggregate purchase price of $25,000 (approximately $0.0067 per share) on October 5, 2021. The Sponsor is the sole holder of record and beneficial owner of all of the issued and outstanding shares of Class B Common Stock. Up to 487,500 of the Founder Shares are subject to forfeiture by the Sponsor in the event the Over-Allotment Option is not exercised in full by the Underwriters, such that the Founder Shares shall represent approximately twenty percent (20%) of the total number of shares of common stock of the Company outstanding after the closing of the offering. The Founder Shares are free and clear of any liens, encumbrances, equities, or claims (other than transfer restrictions imposed by the Insider Letter, the Registration Rights Agreement, and applicable securities laws).

(iv) Private Placement Warrants. The Sponsor has agreed, pursuant to the Private Placement Warrants Purchase Agreement, to purchase 5,500,000 Private Placement Warrants at a purchase price of $1.00 per warrant (for an aggregate purchase price of $5,500,000) simultaneously with the Closing Date, with the proceeds from such purchase to be deposited into the Trust Account. In the event the Over-Allotment Option is exercised in full, the Sponsor has agreed to purchase an additional 825,000 Private Placement Warrants at a purchase price of $1.00 per warrant (for an aggregate additional purchase price of $825,000), with the proceeds from such additional purchase to be deposited into the Trust Account. The Sponsor has sufficient funds and resources to fulfill its obligations under the Private Placement Warrants Purchase Agreement.

(v) No Conflicts. The execution, delivery, and performance by the Sponsor of this Agreement and each of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (A) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, the Sponsor's limited liability company agreement, certificate of formation, or other organizational documents; or (B) result in any violation of any applicable statute, law, rule, regulation, order, judgment, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Sponsor or any of its properties or assets.

(vi) Insider Letter Compliance. The Sponsor has executed and delivered the Insider Letter and agrees to be bound by, and to comply with, all of the terms, conditions, transfer restrictions, voting obligations, and waivers set forth therein, including, without limitation, the agreement to (A) vote all Founder Shares and any shares of Class A Common Stock acquired in or after the offering in favor of a Business Combination, (B) waive redemption rights with respect to the Founder Shares in connection with a Business Combination or certain amendments to the Amended and Restated Certificate of Incorporation, and (C) not transfer, assign, or sell any Founder Shares until the earlier of (x) one year after the date of the consummation of a Business Combination and (y) the date following the consummation of a Business Combination on which the Company completes a liquidation, merger, stock exchange, or other similar transaction that results in all of the Company's public stockholders having the right to exchange their shares for cash, securities, or other property.

(vii) Assets Under Management. The Sponsor manages, directly or through affiliated entities, approximately $2.1 billion in assets across hospitality real estate, private credit, and co-investment vehicles. The Sponsor and its principals have significant experience in the hospitality and leisure sector, as described in the Registration Statement and the Prospectus.

SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS

Each Underwriter, severally and not jointly, hereby represents and warrants to the Company and the Sponsor, as of the date hereof, as of the Closing Date, and as of each Option Closing Date (if any), as follows:

(a) Such Underwriter is a broker-dealer duly registered under the Exchange Act and a member in good standing of FINRA, and holds all licenses, permits, and registrations required under applicable law to act as an underwriter in connection with the offering.

(b) Such Underwriter has full power and authority (corporate or otherwise) to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance by such Underwriter of this Agreement have been duly authorized by all necessary action on the part of such Underwriter.

(c) The execution, delivery, and performance by such Underwriter of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, such Underwriter's certificate of formation, limited liability company agreement, bylaws, or other organizational documents, or any agreement, indenture, or other instrument to which such Underwriter is a party or by which it is bound, or result in any violation of any applicable statute, law, rule, regulation, order, judgment, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over such Underwriter or any of its properties or assets.

(d) Such Underwriter shall offer and sell the Units only in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Act and the rules and regulations promulgated thereunder.

(e) Such Underwriter has not taken, and will not take, directly or indirectly, any action that constitutes or would constitute stabilization or manipulation of the price of any security of the Company in violation of Regulation M under the Exchange Act, or any other applicable law or regulation.

SECTION 5: COVENANTS OF THE COMPANY AND THE SPONSOR

Section 5(a): Company Covenants.

The Company hereby covenants and agrees with each of the Underwriters as follows:

(i) Prospectus Delivery. The Company shall file the final Prospectus with the Commission pursuant to Rule 424(b)(4) under the Act no later than the second (2nd) business day following the execution of this Agreement (which filing is expected to occur on or about January 20, 2022), and shall furnish to the Representative, without charge, as many copies of the Prospectus and any supplement thereto as the Representative may reasonably request.

(ii) Amendments and Supplements. The Company shall not, without the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned, or delayed), file any amendment or supplement to the Registration Statement or the Prospectus, or any document that would be deemed to be a part thereof or incorporated by reference therein, whether before or after the effective date of the Registration Statement.

(iii) Notification. The Company shall promptly notify the Representative in writing of: (A) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding for that purpose, or the threatening of any such proceeding of which the Company becomes aware; (B) the receipt by the Company of any comments from the Commission with respect to the Registration Statement, the Prospectus, or any amendment or supplement thereto; (C) the occurrence of any event during the period in which the Prospectus is required to be delivered under the Act that would result in the Prospectus, as then amended or supplemented, containing an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (D) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of the Units for offering or sale in any jurisdiction. In the event of the issuance of any stop order or suspension, the Company shall use its best efforts to obtain the withdrawal or lifting thereof as promptly as practicable.

(iv) Blue Sky Compliance. The Company shall use its best efforts to qualify or register the Units for offering and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably request, and shall use its best efforts to maintain such qualifications and registrations in effect for so long as required for the distribution of the Units; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation in any jurisdiction in which it is not now qualified or to take any action that would subject it to general service of process in any jurisdiction in which it is not now so subject.

(v) Listing. The Company shall use its best efforts to effect and maintain the listing of the Units, the Class A Common Stock, and the Warrants on the Nasdaq Capital Market for so long as such securities are outstanding.

(vi) Trust Account. The Company shall deposit the amounts required to be deposited into the Trust Account at Atlantic Seaboard Trust Company, N.A. in accordance with the Trust Agreement on the Closing Date (and each Option Closing Date, as applicable), and shall not authorize or permit any disbursement or distribution from the Trust Account except as expressly permitted under the Trust Agreement, the Amended and Restated Certificate of Incorporation, and the Prospectus.

(vii) No Issuances. The Company shall not issue, sell, offer to sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock, Class B Common Stock, or any securities convertible into or exchangeable for, or warrants or other rights to purchase, shares of Class A Common Stock or Class B Common Stock (other than pursuant to the Over-Allotment Option, the exercise of Warrants in accordance with the Warrant Agreement, or the conversion of Founder Shares in accordance with the Amended and Restated Certificate of Incorporation), without the prior written consent of the Representative, for a period of one hundred eighty (180) days following the Closing Date.

(viii) Use of Proceeds. The net proceeds from the offering deposited in the Trust Account shall be used solely for the purposes specified in the Prospectus, including (A) the consummation of a Business Combination, (B) the redemption of shares of Class A Common Stock in connection with a Business Combination or a stockholder vote to amend certain provisions of the Amended and Restated Certificate of Incorporation, or (C) the pro rata liquidating distribution to holders of Class A Common Stock in the event the Company does not consummate a Business Combination within the Business Combination Deadline.

(ix) Reporting. The Company shall timely file all reports and other documents required to be filed by it under the Exchange Act and the rules and regulations of the Commission thereunder during the period ending on the earlier of the consummation of a Business Combination or the liquidation of the Company.

Section 5(b): Sponsor Covenants.

The Sponsor hereby covenants and agrees with each of the Underwriters as follows:

(i) The Sponsor shall purchase the Private Placement Warrants simultaneously with the Closing Date (and any additional Private Placement Warrants simultaneously with any Option Closing Date on which Option Units are purchased) in accordance with the terms of the Private Placement Warrants Purchase Agreement, and the proceeds from such purchase(s) shall be deposited into the Trust Account as contemplated hereby and by the Trust Agreement.

(ii) The Sponsor shall comply in all respects with all transfer restrictions, lock-up provisions, and other obligations set forth in the Insider Letter, including the restrictions on the transfer, assignment, or sale of the Founder Shares and Private Placement Warrants for the periods specified therein.

(iii) The Sponsor shall vote all Founder Shares (and any shares of Class A Common Stock acquired by the Sponsor in or after the offering) in favor of a Business Combination in accordance with the Insider Letter.

(iv) The Sponsor shall forfeit, for no consideration, up to 487,500 Founder Shares in the event the Over-Allotment Option is not exercised in full by the Underwriters, such that the aggregate number of Founder Shares held by the Sponsor shall represent approximately twenty percent (20%) of the total number of shares of common stock of the Company outstanding after the closing of the offering, taking into account the actual number of Units sold in the offering (including any Option Units). Such forfeiture shall be effected in accordance with the terms of the Insider Letter.

SECTION 6: CONDITIONS TO CLOSING

Section 6(a): Conditions to the Underwriters' Obligations (Firm Units).

The obligations of the several Underwriters to purchase and pay for the Firm Units on the Closing Date are subject to the satisfaction (or waiver by the Representative) of each of the following conditions:

(i) Effectiveness. The Registration Statement shall have been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Commission, and the final Prospectus shall have been timely filed with the Commission pursuant to Rule 424(b)(4) under the Act.

(ii) No Material Adverse Change. Since the date of the latest financial statements included in the Registration Statement and the Prospectus, there shall not have occurred any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the condition (financial or otherwise), results of operations, business, properties, or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as described in or contemplated by the Registration Statement and the Prospectus.

(iii) Officer's Certificate. The Representative shall have received a certificate, dated the Closing Date and signed by Marco A. Pellegrino, Chairman and Chief Executive Officer of the Company, and Daniella R. Pellegrino, President and Chief Financial Officer of the Company, to the effect that: (A) the representations and warranties of the Company set forth in Section 3(a) hereof are true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date; (B) the Company has performed in all material respects all covenants and agreements and satisfied all conditions required to be performed or satisfied by it on or prior to the Closing Date; and (C) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened.

(iv) Secretary's Certificate. The Representative shall have received a certificate of the Secretary (or other authorized officer) of the Company, dated the Closing Date, attaching thereto: (A) a certified copy of the Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on or prior to the Closing Date; (B) a certified copy of the Amended and Restated Bylaws of the Company, as in effect on the Closing Date; and (C) certified copies of the resolutions of the board of directors of the Company authorizing the offering, the issuance and sale of the Units, the execution and delivery of this Agreement and each of the Transaction Documents, the deposit of the offering proceeds into the Trust Account, and the consummation of the transactions contemplated hereby and thereby.

(v) Legal Opinion of Company's Counsel. The Representative shall have received an opinion and negative assurance letter, dated the Closing Date, of Calderwood & Harkness LLP (425 Lexington Avenue, New York, NY 10017), counsel to the Company, addressed to the Representative and each of the Underwriters, in form and substance reasonably satisfactory to the Representative and counsel for the Underwriters, covering, among other things: (A) the due organization and valid existence of the Company under the laws of the State of Delaware; (B) the due authorization, valid issuance, full payment, and non-assessability of the Units, the shares of Class A Common Stock, and the Warrants; (C) the conformity of the Units, the shares of Class A Common Stock, and the Warrants to the descriptions thereof contained in the Registration Statement and the Prospectus; (D) the absence of any violation of law or breach of agreement arising from the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (E) a negative assurance statement to the effect that, based on such counsel's participation in the preparation of the Registration Statement and the Prospectus, nothing has come to such counsel's attention that causes such counsel to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and schedules and other financial and statistical data included therein, as to which such counsel need not express any opinion or belief).

(vi) Legal Opinion of Underwriters' Counsel. The Representative shall have received an opinion and negative assurance letter, dated the Closing Date, of Garrison Whitfield LLP (51 West 52nd Street, New York, NY 10019), counsel to the Underwriters (lead attorney: Stuart Halverson), addressed to the Representative and each of the Underwriters, covering such matters as the Representative may reasonably request.

(vii) Comfort Letter. The Representative shall have received a comfort letter, dated the Closing Date (or, if the Closing Date is not a business day, the immediately preceding business day), of Whitmore, Linden & Pratt LLP (200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131), the Company's independent registered public accounting firm, addressed to the Representative and each of the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants' comfort letters delivered to underwriters in connection with initial public offerings.

(viii) Trust Agreement. The Investment Management Trust Agreement between the Company and Atlantic Seaboard Trust Company, N.A. shall have been duly ex

UNDERWRITING AGREEMENT
Dated as of January 19, 2022
Among
PELLEGRINO HOSPITALITY ACQUISITION CORP. a Delaware corporation
PELLEGRINO CAPITAL GROUP LLC a Delaware limited liability company
and
MERIDIAN TIDEWATER SECURITIES LLC as Representative of the several Underwriters named in Schedule I hereto
Pellegrino Hospitality Acquisition Corp. c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102
Meridian Tidewater Securities LLC 277 Park Avenue, 38th Floor New York, NY 10172
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UNDERWRITING AGREEMENT
January 19, 2022
Meridian Tidewater Securities LLC As Representative of the several Underwriters named in Schedule I hereto 277 Park Avenue, 38th Floor New York, NY 10172
Ladies and Gentlemen:
Pellegrino Hospitality Acquisition Corp., a corporation organized under the laws of the State of Delaware (the "Company"), and Pellegrino Capital Group LLC, a limited liability company organized under the laws of the State of Delaware (the "Sponsor"), hereby confirm their respective agreements with Meridian Tidewater Securities LLC ("Meridian Tidewater"), acting as representative (in such capacity, the "Representative") of the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), as follows:
WHEREAS, the Company is a blank-check company incorporated under the laws of the State of Delaware on September 30, 2021, 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 operating in the hospitality and leisure sector;
WHEREAS, the Company has filed a registration statement on Form S-1 (File No. 333-260847) (as amended by S-1/A Amendment No. 1, filed December 17, 2021, and S-1/A Amendment No. 2, filed January 11, 2022) with the Securities and Exchange Commission (the "Commission" or "SEC"), which registration statement was declared effective by the Commission on January 14, 2022, and a final prospectus pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Act"), is to be filed with the Commission on or about January 20, 2022;
WHEREAS, the Company proposes to issue and sell to the several Underwriters an aggregate of 15,000,000 units (the "Firm Units"), each Firm Unit consisting of one (1) share of Class A common stock of the Company, par value $0.0001 per share (the "Class A Common Stock"), and one-half (1/2) of one redeemable warrant (each whole warrant, a "Warrant"), each Warrant exercisable for one (1) share of Class A Common Stock at an exercise price of $11.50 per share, at a public offering price of $10.00 per Unit, resulting in gross proceeds of $150,000,000;
WHEREAS, the Company desires to grant to the Underwriters an option to purchase up to 2,250,000 additional units (the "Option Units" and, together with the Firm Units, the "Units") solely for the purpose of covering over-allotments, if any, in connection with the offering;
WHEREAS, the Sponsor is Pellegrino Capital Group LLC, the holder of 3,750,000 shares of Class B common stock of the Company, par value $0.0001 per share (the "Class B Common Stock" or "Founder Shares"), of which up to 487,500 shares are subject to forfeiture in the event the over-allotment option granted hereunder is not exercised in full;
WHEREAS, simultaneously with the closing of the offering, the Sponsor will purchase 5,500,000 warrants (the "Private Placement Warrants") at a purchase price of $1.00 per warrant (for an aggregate purchase price of $5,500,000) from the Company in a private placement pursuant to a Private Placement Warrants Purchase Agreement dated as of January 19, 2022 between the Company and the Sponsor (the "Private Placement Warrants Purchase Agreement"), with the proceeds therefrom to be deposited in the Trust Account (as defined below);
WHEREAS, the proceeds of the offering and the private placement of the Private Placement Warrants (less the upfront underwriting discount payable hereunder) are to be deposited in a trust account maintained by Atlantic Seaboard Trust Company, N.A. (the "Trustee"), as trustee, pursuant to an Investment Management Trust Agreement dated as of January 19, 2022 between the Company and the Trustee (the "Trust Agreement"); and
WHEREAS, Meridian Tidewater Securities LLC is acting as lead underwriter and book-running manager, and Brindoval Partners Capital LLC is acting as co-manager, in connection with the offering;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1: DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement.
"Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the Commission.
"Administrative Services Agreement" means the Administrative Services Agreement dated as of January 19, 2022 between the Company and the Sponsor, pursuant to which the Company shall pay the Sponsor $15,000 per month commencing on the Closing Date for the provision of office space, utilities, and certain administrative and support services.
"Amended and Restated Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company, to be filed with the Secretary of State of the State of Delaware on the Closing Date (DE SOS File No. 6148293), in the form included as an exhibit to the Registration Statement.
"Business Combination" means the Company's initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities operating in the hospitality and leisure sector, as described in the Registration Statement and the Prospectus.
"Business Combination Deadline" means the date that is eighteen (18) months from the Closing Date (expected to be August 4, 2023), subject to extension to twenty-four (24) months from the Closing Date (expected to be February 4, 2024) upon the deposit of the extension payments described in the Trust Agreement into the Trust Account by the Sponsor, its affiliates, or the Company's officers or directors, in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation.
"Class A Common Stock" means shares of Class A common stock, par value $0.0001 per share, of the Company, listed on the Nasdaq Capital Market under the ticker symbol "PHA" (CUSIP: 70633M 118).
"Class B Common Stock" means shares of Class B common stock, par value $0.0001 per share, of the Company, also referred to herein as the "Founder Shares."
"Closing Date" means the date of delivery of, and payment for, the Firm Units, which is expected to be January 24, 2022 (T+3), or such other date as may be agreed upon in writing by the Company and the Representative, but in no event later than five (5) business days after the date of this Agreement.
"Commission" or "SEC" means the United States Securities and Exchange Commission.
"Company" means Pellegrino Hospitality Acquisition Corp., a corporation organized under the laws of the State of Delaware (CIK: 0001937482; EIN: 87-3294815).
"Deferred Underwriting Commission" means an amount equal to three and one-half percent (3.5%) of the gross proceeds of the offering (being $5,250,000 with respect to the Firm Units, and, if the Over-Allotment Option is exercised in full, an additional $787,500 with respect to the Option Units, for a total of $6,037,500), to be deposited in the Trust Account on the Closing Date (and any Option Closing Date, as applicable) and payable to the Representative solely upon, and subject to, the consummation of a Business Combination, in accordance with the terms of Section 7(b) hereof and the Trust Agreement.
"Disclosure Package" means, collectively, the Preliminary Prospectus, together with any free writing prospectuses (as defined in Rule 405 under the Act) issued by the Company and filed with the Commission, and the pricing information set forth on Schedule II hereto, considered together as of the Applicable Time (as defined in Rule 159A under the Act), which shall be 5:00 p.m. (Eastern time) on January 19, 2022.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the Commission.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Firm Units" means the 15,000,000 Units to be purchased by the several Underwriters from the Company on the Closing Date pursuant to Section 2(a) hereof.
"Founder Shares" means the 3,750,000 shares of Class B Common Stock held by the Sponsor, purchased for an aggregate purchase price of $25,000 (approximately $0.0067 per share) on October 5, 2021, subject to adjustment in accordance with the anti-dilution provisions of the Amended and Restated Certificate of Incorporation, with up to 487,500 of such shares subject to forfeiture in the event the Over-Allotment Option is not exercised in full, such that the Founder Shares shall represent approximately twenty percent (20%) of the total number of shares of common stock outstanding after the offering.
"Insider Letter" means the Letter Agreement dated as of January 19, 2022 among the Company, the Sponsor, and each of the officers and directors of the Company named therein.
"Investment Management Trust Agreement" or "Trust Agreement" means the Investment Management Trust Agreement dated as of January 19, 2022 between the Company and Atlantic Seaboard Trust Company, N.A., as trustee, governing the administration and investment of the funds held in the Trust Account.
"Option Closing Date" means each date of delivery of, and payment for, any Option Units purchased by the Underwriters pursuant to Section 2(b) hereof.
"Option Units" means up to 2,250,000 additional Units that the Underwriters may elect to purchase from the Company pursuant to the Over-Allotment Option set forth in Section 2(b) hereof.
"Over-Allotment Option" means the option granted by the Company to the Underwriters pursuant to Section 2(b) hereof to purchase Option Units.
"Preliminary Prospectus" means each preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act, including the preliminary prospectus dated January 14, 2022.
"Private Placement Warrants" means the 5,500,000 warrants to be purchased by the Sponsor from the Company simultaneously with the Closing Date (and up to 825,000 additional warrants to be purchased in connection with any exercise of the Over-Allotment Option), pursuant to the Private Placement Warrants Purchase Agreement.
"Private Placement Warrants Purchase Agreement" means the Private Placement Warrants Purchase Agreement dated as of January 19, 2022 between the Company and the Sponsor.
"Prospectus" means the final prospectus relating to the Units, as filed with the Commission pursuant to Rule 424(b)(4) under the Act on or about January 20, 2022, including all documents incorporated by reference therein and any supplements thereto.
"Registration Rights Agreement" means the Registration Rights Agreement dated as of January 19, 2022 among the Company, the Sponsor, and certain initial security holders of the Company named therein.
"Registration Statement" means the registration statement on Form S-1 (File No. 333-260847) filed by the Company with the Commission, together with all amendments thereto (including, without limitation, S-1/A Amendment No. 1 filed December 17, 2021 and S-1/A Amendment No. 2 filed January 11, 2022), as declared effective by the Commission on January 14, 2022, including all exhibits thereto, all documents incorporated by reference therein, and all information deemed to be part thereof at the time of effectiveness pursuant to Rule 430A under the Act.
"Representative" means Meridian Tidewater Securities LLC, acting in its capacity as representative of the several Underwriters.
"Sponsor" means Pellegrino Capital Group LLC, a limited liability company organized under the laws of the State of Delaware (EIN: 65-1084273), having its principal office at 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102.
"Transaction Documents" means, collectively, this Agreement, the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, the Insider Letter, the Private Placement Warrants Purchase Agreement, the Administrative Services Agreement, and each other agreement, certificate, or instrument entered into or delivered by any party in connection with the transactions contemplated hereby.
"Trust Account" means the trust account established at Atlantic Seaboard Trust Company, N.A. pursuant to the Trust Agreement for the benefit of the holders of shares of Class A Common Stock sold in the offering, the Deferred Underwriting Commission, and such other amounts as may be deposited therein from time to time in accordance with the Trust Agreement.
"Trustee" means Atlantic Seaboard Trust Company, N.A., having its principal office at 100 Federal Street, Suite 2200, Boston, MA 02110, acting in its capacity as trustee under the Trust Agreement.
"Underwriter Information" has the meaning ascribed to such term in Section 8(a) hereof.
"Underwriters" means the several underwriters named in Schedule I hereto, for whom the Representative is acting as representative in connection with the offering.
"Units" means units of the Company, each consisting of one (1) share of Class A Common Stock and one-half (1/2) of one (1) Warrant, listed on the Nasdaq Capital Market under the ticker symbol "PHAU" (CUSIP: 70633M 100). The Firm Units and the Option Units are collectively referred to herein as the "Units."
"Warrant Agreement" means the Warrant Agreement dated as of January 19, 2022 between the Company and Keymark Transfer Services LLC, a limited liability company having offices at 525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310, acting as warrant agent thereunder.
"Warrants" means the redeemable warrants included in the Units, each whole Warrant exercisable for one (1) share of Class A Common Stock at an exercise price of $11.50 per share, in accordance with the terms of the Warrant Agreement, listed on the Nasdaq Capital Market under the ticker symbol "PHAW" (CUSIP: 70633M 126).
SECTION 2: PURCHASE AND SALE OF UNITS
Section 2(a): Agreement to Sell and Purchase Firm Units.
Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the respective number of Firm Units set forth opposite such Underwriter's name on Schedule I hereto, at a purchase price of $9.80 per Unit (reflecting the public offering price of $10.00 per Unit less the upfront underwriting discount of $0.20 per Unit, representing a two percent (2.0%) upfront underwriting discount). The total number of Firm Units to be sold by the Company to the Underwriters pursuant to this Section 2(a) is 15,000,000.
The aggregate purchase price payable by the several Underwriters to the Company for the Firm Units shall be $147,000,000 (15,000,000 Firm Units multiplied by $9.80 per Firm Unit), which amount reflects the total upfront underwriting discount of $3,000,000 (15,000,000 Firm Units multiplied by $0.20 per Firm Unit).
In addition to the upfront underwriting discount, the Company shall, on the Closing Date, deposit into the Trust Account an amount equal to $0.35 per Firm Unit (being an aggregate of $5,250,000) as the Deferred Underwriting Commission, which shall be payable to the Representative solely upon, and subject to, the consummation of a Business Combination by the Company, in accordance with the terms of Section 7(b) hereof and the Trust Agreement. The obligation of the Underwriters hereunder is several and not joint. The respective obligations of each Underwriter are subject to the conditions set forth in Section 6 hereof.
Section 2(b): Over-Allotment Option.
The Company hereby grants to the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part, and from time to time, during the forty-five (45) day period commencing on the date of the Prospectus (the "Option Period"), to purchase from the Company up to 2,250,000 additional Option Units at a purchase price of $9.80 per Option Unit (reflecting the same upfront underwriting discount of $0.20 per Unit, or two percent (2.0%), applicable to the Firm Units). If the Over-Allotment Option is exercised in full, the maximum additional gross proceeds to the Company from the sale of Option Units would be $22,500,000 (2,250,000 Option Units multiplied by $10.00 per Unit), and the additional upfront underwriting discount payable with respect to such Option Units would be $450,000 (2,250,000 Option Units multiplied by $0.20 per Unit).
In the event of any exercise of the Over-Allotment Option, the Company shall deposit into the Trust Account an additional amount equal to $0.35 per Option Unit so purchased as additional Deferred Underwriting Commission. If the Over-Allotment Option is exercised in full, the additional Deferred Underwriting Commission shall be $787,500 ($22,500,000 multiplied by 3.5%).
Upon any exercise of the Over-Allotment Option by the Underwriters, the Sponsor has agreed, pursuant to the Private Placement Warrants Purchase Agreement, to purchase additional Private Placement Warrants from the Company on a pro rata basis, up to a maximum of 825,000 additional Private Placement Warrants at a purchase price of $1.00 per warrant (for an aggregate additional purchase price of up to $825,000), with the proceeds thereof to be deposited into the Trust Account.
The Over-Allotment Option shall be exercisable by delivery of a written notice (the "Exercise Notice") from the Representative to the Company specifying the number of Option Units to be purchased and the date on which such Option Units are to be delivered and paid for (each such date, an "Option Closing Date"). Each Option Closing Date shall be determined by the Representative, but shall not be later than the last day of the Option Period. The Exercise Notice may be given at any time and from time to time within the Option Period, and the Over-Allotment Option may be exercised in one or more installments; provided, however, that the aggregate number of Option Units purchased pursuant to all exercises of the Over-Allotment Option shall not exceed 2,250,000.
Section 2(c): Payment and Delivery — Firm Units.
Payment for, and delivery of, the Firm Units shall take place at the offices of Garrison Whitfield LLP, 51 West 52nd Street, New York, NY 10019, or at such other location as may be agreed upon by the Company and the Representative, at 10:00 a.m. (Eastern time) on January 24, 2022, or at such other time and date as the Company and the Representative shall agree in writing, but not later than the fifth (5th) business day after the date of this Agreement (such time and date of delivery and payment for the Firm Units being herein referred to as the "Closing Date").
Payment for the Firm Units shall be made by the several Underwriters to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, in the aggregate amount of $147,000,000 (representing $9.80 per Firm Unit for 15,000,000 Firm Units), against delivery of the Firm Units to the Underwriters through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters.
On the Closing Date, the Company shall deposit into the Trust Account at Atlantic Seaboard Trust Company, N.A. an aggregate amount of $152,500,000, consisting of: (i) $150,000,000 in gross proceeds from the sale of the Firm Units; plus (ii) $5,500,000 in proceeds from the Sponsor's purchase of 5,500,000 Private Placement Warrants; minus (iii) $3,000,000 in upfront underwriting discount payable to the Underwriters. The funds so deposited shall be held and invested in accordance with the terms of the Trust Agreement.
Section 2(d): Payment and Delivery — Option Units.
Payment for, and delivery of, any Option Units shall take place on each Option Closing Date in the same manner and at the same location as set forth in Section 2(c) above with respect to the Firm Units, unless otherwise agreed by the Company and the Representative. Payment shall be made by wire transfer of immediately available funds against delivery of such Option Units through the facilities of DTC.
Upon the full exercise of the Over-Allotment Option and the closing thereof, an additional $22,875,000 shall be deposited into the Trust Account, consisting of: (i) $22,500,000 in gross proceeds from the sale of 2,250,000 Option Units; plus (ii) $825,000 in proceeds from the Sponsor's purchase of 825,000 additional Private Placement Warrants; minus (iii) $450,000 in upfront underwriting discount payable to the Underwriters with respect to the Option Units. Upon the full exercise of the Over-Allotment Option, the total balance of the Trust Account (exclusive of any interest or income earned thereon) shall be $175,375,000.
In the event of any partial exercise of the Over-Allotment Option, the corresponding deposit amounts shall be adjusted proportionally.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SPONSOR
Section 3(a): Representations and Warranties of the Company.
The Company hereby represents and warrants to each of the Underwriters, as of the date hereof, as of the Closing Date, and as of each Option Closing Date (if any), as follows:
(i) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE SOS File No. 6148293). The Company has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company's registered agent in Delaware is National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, DE 19801. The Company is not required to be qualified to do business in any jurisdiction other than the State of Delaware, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the Company.
(ii) Blank-Check Company Status. The Company has been formed for the sole purpose of effecting a Business Combination with one or more target businesses operating in the hospitality and leisure sector. The Company has not conducted any operations other than those incidental to its formation and organization, the preparation and filing of the Registration Statement, and the offering and sale of the Units. The Company has no subsidiaries and does not own any equity interests in any other person or entity.
(iii) Authority. The Company has full corporate power and authority to enter into this Agreement and each of the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby, including the issuance and sale of the Units. The execution, delivery, and performance by the Company of this Agreement and each of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, including approval by the Company's board of directors at a meeting duly called and held on January 18, 2022, and no further corporate action on the part of the Company or its stockholders is required. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally and general principles of equity.
(iv) No Conflicts. The execution, delivery, and performance by the Company of this Agreement and each of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby (including the issuance and sale of the Units and the deposit of the offering proceeds into the Trust Account), do not and will not: (A) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company pursuant to, the Company's Amended and Restated Certificate of Incorporation or Bylaws, as each is in effect or will be in effect on the Closing Date; (B) conflict with, or result in a breach or violation of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company pursuant to, any agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Company is a party or by which it is bound or to which any property or assets of the Company is subject; or (C) result in any violation of any statute, law, rule, regulation, order, judgment, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Company or any of its properties or assets, except, in the case of clauses (B) and (C), for such conflicts, breaches, violations, defaults, liens, charges, or encumbrances as would not, individually or in the aggregate, have a material adverse effect on the Company.
(v) Capitalization. The authorized capital stock of the Company consists of 200,000,000 shares of Class A Common Stock, par value $0.0001 per share, 20,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Prior to the closing of the offering, 3,750,000 shares of Class B Common Stock are issued and outstanding, all of which are held by the Sponsor and were purchased by the Sponsor for an aggregate purchase price of $25,000 on October 5, 2021, and no shares of Class A Common Stock or preferred stock are issued or outstanding. Immediately after the closing of the offering (assuming no exercise of the Over-Allotment Option), 15,000,000 shares of Class A Common Stock and 3,750,000 shares of Class B Common Stock will be issued and outstanding (18,750,000 total shares of common stock outstanding), with the Founder Shares representing approximately twenty percent (20%) of the total outstanding shares of common stock. All issued and outstanding shares of the Company's capital stock have been, or upon issuance will be, duly authorized, validly issued, fully paid, and non-assessable, and issued in compliance with all applicable federal and state securities laws and not in violation of any preemptive right, co-sale right, right of first refusal, or other similar right. No shares of preferred stock are, or immediately after the closing of the offering will be, issued or outstanding. There are no outstanding options, warrants (other than the Warrants and Private Placement Warrants as described herein), rights, subscriptions, agreements, or commitments obligating the Company to issue any shares of its capital stock or other securities, except as described in the Registration Statement and the Prospectus.
(vi) Valid Issuance of Securities. The Units, including the shares of Class A Common Stock and Warrants comprising the Units, when issued and delivered by the Company to the Underwriters against payment therefor as provided herein, will be duly authorized, validly issued, fully paid, and non-assessable, and will be free and clear of any liens, encumbrances, equities, or claims. The shares of Class A Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by the Company and, when issued and delivered upon exercise of the Warrants in accordance with the terms of the Warrant Agreement and upon payment of the exercise price therefor, will be duly authorized, validly issued, fully paid, and non-assessable, and will be free and clear of any liens, encumbrances, equities, or claims. The Units, the Class A Common Stock, and the Warrants conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus.
(vii) Registration Statement and Prospectus. The Registration Statement on Form S-1 (File No. 333-260847) has been declared effective by the Commission on January 14, 2022. The Prospectus will be timely filed with the Commission pursuant to Rule 424(b)(4) under the Act. As of the time of effectiveness of the Registration Statement and at the Closing Date (and each Option Closing Date, if any), the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as of its date and at the Closing Date (and each Option Closing Date, if any), did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations and warranties in this Section 3(a)(vii) do not apply to any statements in or omissions from the Registration Statement, the Prospectus, or the Disclosure Package made in reliance upon and in conformity with Underwriter Information.
(viii) SEC Filings. The registration statement on Form S-1 was initially filed with the Commission on October 29, 2021. The Commission's first comment letter was received on December 3, 2021. Amendment No. 1 to the registration statement on Form S-1 (S-1/A) was filed with the Commission on December 17, 2021 in response thereto. The Commission's second comment letter was received on January 4, 2022. Amendment No. 2 to the registration statement on Form S-1 (S-1/A) was filed with the Commission on January 11, 2022 in response thereto. All comments from the Commission with respect to the Registration Statement have been resolved to the satisfaction of the Commission, and no further comments or requests for additional information are outstanding.
(ix) No Material Adverse Change. Since the date of the latest audited balance sheet included in the Registration Statement and the Prospectus (September 30, 2021), there has been no material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the condition (financial or otherwise), results of operations, business, properties, or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Registration Statement and the Prospectus.
(x) Financial Statements. The financial statements of the Company (including the related notes and schedules thereto) included in the Registration Statement and the Prospectus have been prepared in conformity with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis throughout the periods involved, fairly present in all material respects the financial position, results of operations, and cash flows of the Company as of the dates and for the periods indicated therein, and comply as to form in all material respects with the applicable accounting requirements of the Act and the rules and regulations of the Commission thereunder. Such financial statements have been audited by Whitmore, Linden & Pratt LLP (200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131), an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB"), as stated in their report included therein (engagement partner: Gerald Okonkwo). There are no other financial statements or supporting schedules required to be included in the Registration Statement or the Prospectus.
(xi) Tax Matters. The Company has been assigned Employer Identification Number (EIN) 87-3294815 by the Internal Revenue Service. The Company has filed (or will timely file) all federal, state, local, and foreign tax returns required to be filed by it and has paid (or will timely pay) all taxes shown thereon to be due. There are no tax deficiencies assessed or, to the knowledge of the Company, threatened against the Company.
(xii) No Litigation. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, arbitrator, governmental agency, or other authority, domestic or foreign, pending or, to the Company's knowledge, threatened against or involving the Company, or any of its officers or directors (in their capacity as such), or the Company's properties, that (A) could reasonably be expected to have a material adverse effect on the Company or (B) could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents.
(xiii) Compliance with Laws. The Company is not in violation of, and the Company has not received any notice alleging any violation of, any applicable statute, law, rule, regulation, order, judgment, injunction, or decree of any court, regulatory body, administrative agency, or governmental body having jurisdiction over the Company or any of its properties or assets, where such violation would, individually or in the aggregate, have a material adverse effect on the Company.
(xiv) Trust Account. The Company has entered into the Investment Management Trust Agreement with Atlantic Seaboard Trust Company, N.A., as trustee. The Trust Agreement is in full force and effect and constitutes a legal, valid, and binding obligation of each party thereto, enforceable in accordance with its terms. Amounts deposited in the Trust Account will be invested by the Trustee in United States government treasury obligations with maturities of one hundred eighty-five (185) days or less, or in 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, which invest solely in direct U.S. government treasury obligations, as determined by the Company. Amounts held in the Trust Account will not be released except in accordance with the Trust Agreement, the Amended and Restated Certificate of Incorporation, and the Prospectus.
(xv) Nasdaq Listing. The Company has applied to list the Units, the Class A Common Stock, and the Warrants on the Nasdaq Capital Market under the symbols "PHAU," "PHA," and "PHAW," respectively. The Company has received approval, or conditional approval subject only to official notice of issuance, for the listing of such securities on the Nasdaq Capital Market, and the Company satisfies (or upon the Closing Date will satisfy) all applicable listing requirements of the Nasdaq Capital Market.
(xvi) Transfer Agent and Warrant Agent. Keymark Transfer Services LLC (525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310) has been duly appointed as the transfer agent and registrar for the Class A Common Stock and as warrant agent under the Warrant Agreement, and no event has occurred that would permit Keymark Transfer Services LLC to terminate such appointment.
(xvii) Insurance. The Company has obtained directors' and officers' liability insurance from Pinnacle Assurance Group Ltd. (Policy No. DOC-2022-017839) with coverage limits and terms described in the Registration Statement and the Prospectus, with an annual premium of $385,000, effective as of the Closing Date (January 24, 2022). Such insurance policy is in full force and effect (or will be in full force and effect on the Closing Date), all premiums due thereon have been or will be timely paid, and the Company is in compliance in all material respects with the terms and conditions thereof.
(xviii) Related Party Transactions. Except as disclosed in the Registration Statement and the Prospectus, the Company has not entered into, and is not a party to, any transaction with any officer, director, stockholder, or affiliate of the Company. The related-party arrangements entered into or to be entered into by the Company consist of the following: (A) the Administrative Services Agreement with the Sponsor, pursuant to which the Company shall pay the Sponsor $15,000 per month commencing on the Closing Date for office space, utilities, secretarial, and certain administrative support services, which agreement will terminate upon the earlier of the consummation of a Business Combination or the Company's liquidation; (B) the Private Placement Warrants Purchase Agreement with the Sponsor; (C) the Registration Rights Agreement among the Company, the Sponsor, and certain initial security holders; and (D) the Insider Letter among the Company, the Sponsor, and each of the Company's officers and directors. Each such agreement or arrangement has been disclosed in the Registration Statement and the Prospectus.
(xix) FINRA. The Company has complied with all applicable rules and regulations of FINRA in connection with the offering. Except as disclosed in the Registration Statement, no officer, director, or greater-than-ten-percent (10%) stockholder of the Company is a member of FINRA or an associated person (as defined in FINRA's rules) of a FINRA member. The Company has provided to the Representative all information requested by FINRA in connection with the offering, including information required under FINRA Rule 5110.
(xx) No Stabilization. The Company has not taken, and will not take, directly or indirectly, any action designed to, or that has constituted or could reasonably be expected to constitute or cause, the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Units, in violation of the Act, the Exchange Act, or the rules and regulations thereunder (including, without limitation, Regulation M under the Exchange Act).
Section 3(b): Representations and Warranties of the Sponsor.
The Sponsor hereby represents and warrants to each of the Underwriters, as of the date hereof, as of the Closing Date, and as of each Option Closing Date (if any), as follows:
(i) Organization. The Sponsor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly registered to do business in the State of Florida. The Sponsor's principal office is located at 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102. The Sponsor's Employer Identification Number is 65-1084273.
(ii) Authority. The Sponsor has full limited liability company power and authority to enter into this Agreement and each of the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Sponsor of this Agreement and each of the Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action, including approval by Marco A. Pellegrino in his capacity as Managing Member and Founder of the Sponsor. This Agreement has been duly executed and delivered by the Sponsor and constitutes a legal, valid, and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally and general principles of equity.
(iii) Founder Shares. The Sponsor is the record and beneficial owner of 3,750,000 Founder Shares, which were purchased by the Sponsor for an aggregate purchase price of $25,000 (approximately $0.0067 per share) on October 5, 2021. The Sponsor is the sole holder of record and beneficial owner of all of the issued and outstanding shares of Class B Common Stock. Up to 487,500 of the Founder Shares are subject to forfeiture by the Sponsor in the event the Over-Allotment Option is not exercised in full by the Underwriters, such that the Founder Shares shall represent approximately twenty percent (20%) of the total number of shares of common stock of the Company outstanding after the closing of the offering. The Founder Shares are free and clear of any liens, encumbrances, equities, or claims (other than transfer restrictions imposed by the Insider Letter, the Registration Rights Agreement, and applicable securities laws).
(iv) Private Placement Warrants. The Sponsor has agreed, pursuant to the Private Placement Warrants Purchase Agreement, to purchase 5,500,000 Private Placement Warrants at a purchase price of $1.00 per warrant (for an aggregate purchase price of $5,500,000) simultaneously with the Closing Date, with the proceeds from such purchase to be deposited into the Trust Account. In the event the Over-Allotment Option is exercised in full, the Sponsor has agreed to purchase an additional 825,000 Private Placement Warrants at a purchase price of $1.00 per warrant (for an aggregate additional purchase price of $825,000), with the proceeds from such additional purchase to be deposited into the Trust Account. The Sponsor has sufficient funds and resources to fulfill its obligations under the Private Placement Warrants Purchase Agreement.
(v) No Conflicts. The execution, delivery, and performance by the Sponsor of this Agreement and each of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (A) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, the Sponsor's limited liability company agreement, certificate of formation, or other organizational documents; or (B) result in any violation of any applicable statute, law, rule, regulation, order, judgment, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Sponsor or any of its properties or assets.
(vi) Insider Letter Compliance. The Sponsor has executed and delivered the Insider Letter and agrees to be bound by, and to comply with, all of the terms, conditions, transfer restrictions, voting obligations, and waivers set forth therein, including, without limitation, the agreement to (A) vote all Founder Shares and any shares of Class A Common Stock acquired in or after the offering in favor of a Business Combination, (B) waive redemption rights with respect to the Founder Shares in connection with a Business Combination or certain amendments to the Amended and Restated Certificate of Incorporation, and (C) not transfer, assign, or sell any Founder Shares until the earlier of (x) one year after the date of the consummation of a Business Combination and (y) the date following the consummation of a Business Combination on which the Company completes a liquidation, merger, stock exchange, or other similar transaction that results in all of the Company's public stockholders having the right to exchange their shares for cash, securities, or other property.
(vii) Assets Under Management. The Sponsor manages, directly or through affiliated entities, approximately $2.1 billion in assets across hospitality real estate, private credit, and co-investment vehicles. The Sponsor and its principals have significant experience in the hospitality and leisure sector, as described in the Registration Statement and the Prospectus.
SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS
Each Underwriter, severally and not jointly, hereby represents and warrants to the Company and the Sponsor, as of the date hereof, as of the Closing Date, and as of each Option Closing Date (if any), as follows:
(a) Such Underwriter is a broker-dealer duly registered under the Exchange Act and a member in good standing of FINRA, and holds all licenses, permits, and registrations required under applicable law to act as an underwriter in connection with the offering.
(b) Such Underwriter has full power and authority (corporate or otherwise) to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance by such Underwriter of this Agreement have been duly authorized by all necessary action on the part of such Underwriter.
(c) The execution, delivery, and performance by such Underwriter of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, such Underwriter's certificate of formation, limited liability company agreement, bylaws, or other organizational documents, or any agreement, indenture, or other instrument to which such Underwriter is a party or by which it is bound, or result in any violation of any applicable statute, law, rule, regulation, order, judgment, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over such Underwriter or any of its properties or assets.
(d) Such Underwriter shall offer and sell the Units only in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Act and the rules and regulations promulgated thereunder.
(e) Such Underwriter has not taken, and will not take, directly or indirectly, any action that constitutes or would constitute stabilization or manipulation of the price of any security of the Company in violation of Regulation M under the Exchange Act, or any other applicable law or regulation.
SECTION 5: COVENANTS OF THE COMPANY AND THE SPONSOR
Section 5(a): Company Covenants.
The Company hereby covenants and agrees with each of the Underwriters as follows:
(i) Prospectus Delivery. The Company shall file the final Prospectus with the Commission pursuant to Rule 424(b)(4) under the Act no later than the second (2nd) business day following the execution of this Agreement (which filing is expected to occur on or about January 20, 2022), and shall furnish to the Representative, without charge, as many copies of the Prospectus and any supplement thereto as the Representative may reasonably request.
(ii) Amendments and Supplements. The Company shall not, without the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned, or delayed), file any amendment or supplement to the Registration Statement or the Prospectus, or any document that would be deemed to be a part thereof or incorporated by reference therein, whether before or after the effective date of the Registration Statement.
(iii) Notification. The Company shall promptly notify the Representative in writing of: (A) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding for that purpose, or the threatening of any such proceeding of which the Company becomes aware; (B) the receipt by the Company of any comments from the Commission with respect to the Registration Statement, the Prospectus, or any amendment or supplement thereto; (C) the occurrence of any event during the period in which the Prospectus is required to be delivered under the Act that would result in the Prospectus, as then amended or supplemented, containing an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (D) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of the Units for offering or sale in any jurisdiction. In the event of the issuance of any stop order or suspension, the Company shall use its best efforts to obtain the withdrawal or lifting thereof as promptly as practicable.
(iv) Blue Sky Compliance. The Company shall use its best efforts to qualify or register the Units for offering and sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably request, and shall use its best efforts to maintain such qualifications and registrations in effect for so long as required for the distribution of the Units; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation in any jurisdiction in which it is not now qualified or to take any action that would subject it to general service of process in any jurisdiction in which it is not now so subject.
(v) Listing. The Company shall use its best efforts to effect and maintain the listing of the Units, the Class A Common Stock, and the Warrants on the Nasdaq Capital Market for so long as such securities are outstanding.
(vi) Trust Account. The Company shall deposit the amounts required to be deposited into the Trust Account at Atlantic Seaboard Trust Company, N.A. in accordance with the Trust Agreement on the Closing Date (and each Option Closing Date, as applicable), and shall not authorize or permit any disbursement or distribution from the Trust Account except as expressly permitted under the Trust Agreement, the Amended and Restated Certificate of Incorporation, and the Prospectus.
(vii) No Issuances. The Company shall not issue, sell, offer to sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock, Class B Common Stock, or any securities convertible into or exchangeable for, or warrants or other rights to purchase, shares of Class A Common Stock or Class B Common Stock (other than pursuant to the Over-Allotment Option, the exercise of Warrants in accordance with the Warrant Agreement, or the conversion of Founder Shares in accordance with the Amended and Restated Certificate of Incorporation), without the prior written consent of the Representative, for a period of one hundred eighty (180) days following the Closing Date.
(viii) Use of Proceeds. The net proceeds from the offering deposited in the Trust Account shall be used solely for the purposes specified in the Prospectus, including (A) the consummation of a Business Combination, (B) the redemption of shares of Class A Common Stock in connection with a Business Combination or a stockholder vote to amend certain provisions of the Amended and Restated Certificate of Incorporation, or (C) the pro rata liquidating distribution to holders of Class A Common Stock in the event the Company does not consummate a Business Combination within the Business Combination Deadline.
(ix) Reporting. The Company shall timely file all reports and other documents required to be filed by it under the Exchange Act and the rules and regulations of the Commission thereunder during the period ending on the earlier of the consummation of a Business Combination or the liquidation of the Company.
Section 5(b): Sponsor Covenants.
The Sponsor hereby covenants and agrees with each of the Underwriters as follows:
(i) The Sponsor shall purchase the Private Placement Warrants simultaneously with the Closing Date (and any additional Private Placement Warrants simultaneously with any Option Closing Date on which Option Units are purchased) in accordance with the terms of the Private Placement Warrants Purchase Agreement, and the proceeds from such purchase(s) shall be deposited into the Trust Account as contemplated hereby and by the Trust Agreement.
(ii) The Sponsor shall comply in all respects with all transfer restrictions, lock-up provisions, and other obligations set forth in the Insider Letter, including the restrictions on the transfer, assignment, or sale of the Founder Shares and Private Placement Warrants for the periods specified therein.
(iii) The Sponsor shall vote all Founder Shares (and any shares of Class A Common Stock acquired by the Sponsor in or after the offering) in favor of a Business Combination in accordance with the Insider Letter.
(iv) The Sponsor shall forfeit, for no consideration, up to 487,500 Founder Shares in the event the Over-Allotment Option is not exercised in full by the Underwriters, such that the aggregate number of Founder Shares held by the Sponsor shall represent approximately twenty percent (20%) of the total number of shares of common stock of the Company outstanding after the closing of the offering, taking into account the actual number of Units sold in the offering (including any Option Units). Such forfeiture shall be effected in accordance with the terms of the Insider Letter.
SECTION 6: CONDITIONS TO CLOSING
Section 6(a): Conditions to the Underwriters' Obligations (Firm Units).
The obligations of the several Underwriters to purchase and pay for the Firm Units on the Closing Date are subject to the satisfaction (or waiver by the Representative) of each of the following conditions:
(i) Effectiveness. The Registration Statement shall have been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Commission, and the final Prospectus shall have been timely filed with the Commission pursuant to Rule 424(b)(4) under the Act.
(ii) No Material Adverse Change. Since the date of the latest financial statements included in the Registration Statement and the Prospectus, there shall not have occurred any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the condition (financial or otherwise), results of operations, business, properties, or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except as described in or contemplated by the Registration Statement and the Prospectus.
(iii) Officer's Certificate. The Representative shall have received a certificate, dated the Closing Date and signed by Marco A. Pellegrino, Chairman and Chief Executive Officer of the Company, and Daniella R. Pellegrino, President and Chief Financial Officer of the Company, to the effect that: (A) the representations and warranties of the Company set forth in Section 3(a) hereof are true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date; (B) the Company has performed in all material respects all covenants and agreements and satisfied all conditions required to be performed or satisfied by it on or prior to the Closing Date; and (C) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened.
(iv) Secretary's Certificate. The Representative shall have received a certificate of the Secretary (or other authorized officer) of the Company, dated the Closing Date, attaching thereto: (A) a certified copy of the Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on or prior to the Closing Date; (B) a certified copy of the Amended and Restated Bylaws of the Company, as in effect on the Closing Date; and (C) certified copies of the resolutions of the board of directors of the Company authorizing the offering, the issuance and sale of the Units, the execution and delivery of this Agreement and each of the Transaction Documents, the deposit of the offering proceeds into the Trust Account, and the consummation of the transactions contemplated hereby and thereby.
(v) Legal Opinion of Company's Counsel. The Representative shall have received an opinion and negative assurance letter, dated the Closing Date, of Calderwood & Harkness LLP (425 Lexington Avenue, New York, NY 10017), counsel to the Company, addressed to the Representative and each of the Underwriters, in form and substance reasonably satisfactory to the Representative and counsel for the Underwriters, covering, among other things: (A) the due organization and valid existence of the Company under the laws of the State of Delaware; (B) the due authorization, valid issuance, full payment, and non-assessability of the Units, the shares of Class A Common Stock, and the Warrants; (C) the conformity of the Units, the shares of Class A Common Stock, and the Warrants to the descriptions thereof contained in the Registration Statement and the Prospectus; (D) the absence of any violation of law or breach of agreement arising from the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (E) a negative assurance statement to the effect that, based on such counsel's participation in the preparation of the Registration Statement and the Prospectus, nothing has come to such counsel's attention that causes such counsel to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and schedules and other financial and statistical data included therein, as to which such counsel need not express any opinion or belief).
(vi) Legal Opinion of Underwriters' Counsel. The Representative shall have received an opinion and negative assurance letter, dated the Closing Date, of Garrison Whitfield LLP (51 West 52nd Street, New York, NY 10019), counsel to the Underwriters (lead attorney: Stuart Halverson), addressed to the Representative and each of the Underwriters, covering such matters as the Representative may reasonably request.
(vii) Comfort Letter. The Representative shall have received a comfort letter, dated the Closing Date (or, if the Closing Date is not a business day, the immediately preceding business day), of Whitmore, Linden & Pratt LLP (200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131), the Company's independent registered public accounting firm, addressed to the Representative and each of the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants' comfort letters delivered to underwriters in connection with initial public offerings.
(viii) Trust Agreement. The Investment Management Trust Agreement between the Company and Atlantic Seaboard Trust Company, N.A. shall have been duly ex

UNDERWRITING AGREEMENT

UNDERWRITING AGREEMENT

SECTION 1: DEFINITIONS

SECTION 2: PURCHASE AND SALE OF UNITS

SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SPONSOR

SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS

SECTION 5: COVENANTS OF THE COMPANY AND THE SPONSOR

SECTION 6: CONDITIONS TO CLOSING

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Parties

Dates

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