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Client 1027 Capital Markets 12 docs · open →

Document types detected

Contract / agreement6

Analysis / memo3

Other2

Engagement letter1

Parties across the matter

Brindoval Partners Capital LLCFounder Pellegrino Capital Group LLCGeneral CorpHARKNESS LLPHarkness LLPKEYMARK TRANSFER SERVICES LLCKeymark Transfer Services LLCMERIDIAN TIDEWATER SECURITIES LLCMeridian Tidewater Securities LLCNasdaq Stock Market LLCPELLEGRINO CAPITAL GROUP LLCPellegrino Capital Group LLCPellegrino Hospitality Acquisition CorpThe Corp

Chronology

2024-02-04 · closing-checklist.xlsx

… 18-month business combination deadline (August 4, 2023, extendable to February 4, 2024), trust account provisions, and blank-check company provisions under Delaware law 3 | I. …

2024-02-04 · sec-comment-response-round-1.docx

… total period of 24 months from the closing of the IPO, or on or about February 4, 2024. Consequences of Failure to Consummate a Business Combination. If the Company does not co …

2024-02-04 · amended-restated-certificate-of-incorporation-phac.docx

… ter the IPO Closing Date), subject to extension by the Corporation to February 4, 2024 (the date that is twenty-four (24) months after the IPO Closing Date), upon the deposit o …

2024-02-04 · investment-management-trust-agreement.docx

… y be extended to twenty-four (24) months from the Closing Date (i.e., February 4, 2024) in accordance with the terms and conditions set forth in the Amended and Restated Certif …

2024-02-04 · letter-agreement-insider-letter.docx

… e Charter, twenty-four (24) months from the closing of the IPO (i.e., February 4, 2024)). The Trust Account initially holds $152,500,000, which amount may increase to up to $17 …

2024-02-04 · private-placement-warrants-purchase-agreement.docx

… extended to twenty-four (24) months from the IPO Closing Date (i.e., February 4, 2024) upon the deposit of extension payments into the Trust Account in accordance with the Ame …

2024-02-04 · registration-rights-agreement.docx

… te that is twenty-four (24) months from the closing of the IPO (i.e., February 4, 2024) upon the deposit of the applicable extension payments into the Trust Account by the Spon …

2024-02-04 · underwriting-agreement.docx

… sion 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 Tru …

2024-02-04 · warrant-agreement.docx

… date that is twenty-four (24) months from the IPO Closing Date (i.e., February 4, 2024) upon the deposit of extension payments into the Trust Account in accordance with the ter …

2023-08-04 · closing-checklist.xlsx

… tock), redemption provisions, 18-month business combination deadline (August 4, 2023, extendable to February 4, 2024), trust account provisions, and blank-check company provi …

2023-08-04 · sec-comment-response-round-1.docx

… he anticipated IPO closing date, this deadline would fall on or about August 4, 2023. If the Company is unable to consummate an initial business combination within the initia …

2023-08-04 · amended-restated-certificate-of-incorporation-phac.docx

… od" means the period commencing on the IPO Closing Date and ending on August 4, 2023 (the date that is eighteen (18) months after the IPO Closing Date), subject to extension …

2023-08-04 · investment-management-trust-agreement.docx

… ns the date that is eighteen (18) months from the Closing Date (i.e., August 4, 2023), as such date may be extended to twenty-four (24) months from the Closing Date (i.e., Fe …

2023-08-04 · letter-agreement-insider-letter.docx

… ime period is eighteen (18) months from the closing of the IPO (i.e., August 4, 2023), or, if extended pursuant to the terms of the Charter, twenty-four (24) months from the …

2023-08-04 · private-placement-warrants-purchase-agreement.docx

… he date that is eighteen (18) months from the IPO Closing Date (i.e., August 4, 2023), which date may be extended to twenty-four (24) months from the IPO Closing Date (i.e., …

2023-08-04 · registration-rights-agreement.docx

… date that is eighteen (18) months from the closing of the IPO (i.e., August 4, 2023), as such date may be extended to the date that is twenty-four (24) months from the closi …

2023-08-04 · underwriting-agreement.docx

… te 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 F …

2023-08-04 · warrant-agreement.docx

… he date that is eighteen (18) months from the IPO Closing Date (i.e., August 4, 2023), which deadline may be extended to a date that is twenty-four (24) months from the IPO C …

2023-01-24 · warrant-agreement.docx

… ination and (ii) twelve (12) months after the IPO Closing Date (i.e., January 24, 2023), and ending on the Expiration Date or, with respect to any Warrant called for redemption …

2022-02-04 · closing-checklist.xlsx

2022-02-04 · funds-flow-memorandum.xlsx

… ase IPO Closing Date | January 24, 2022 Over-Allotment Closing Date | February 4, 2022 Nasdaq Tickers | Units: PHAU; Class A: PHA; Warrants: PHAW Total Gross IPO Proceeds (Both …

2022-02-04 · private-placement-warrants-purchase-agreement.docx

… ull on February 1, 2022, with the Over-Allotment Closing occurring on February 4, 2022. Accordingly, the Purchaser purchased 825,000 Additional Private Placement Warrants for a …

2022-02-01 · closing-checklist.xlsx

… r Securities LLC (Jason R. Wovington / Priya Narasimhan) | Received | February 1, 2022 | 2,250,000 additional Units × $10.00 = $22,500,000 additional gross proceeds; exercised …

2022-02-01 · funds-flow-memorandum.xlsx

… Wire Instructions sheet | Over-allotment option exercised in full on February 1, 2022; 2,250,000 additional Units (15% of base offering) 2 | Additional Private Placement Warra …

2022-02-01 · private-placement-warrants-purchase-agreement.docx

… voidance of doubt, the Over-Allotment Option was exercised in full on February 1, 2022, with the Over-Allotment Closing occurring on February 4, 2022. Accordingly, the Purchase …

2022-01-24 · closing-checklist.xlsx

… lity Acquisition Corp., filed with the Delaware Secretary of State on January 24, 2022 (DE SOS File No. 6148293) | Calderwood & Harkness LLP | Filed | January 24, 2022 | Establ …

2022-01-24 · funds-flow-memorandum.xlsx

… nderwriters' Counsel | Garrison Whitfield LLP Base IPO Closing Date | January 24, 2022 Over-Allotment Closing Date | February 4, 2022 Nasdaq Tickers | Units: PHAU; Class A: PHA …

2022-01-24 · legal-opinion-validity-of-securities.docx

… m to be filed with the Secretary of State of the State of Delaware on January 24, 2022 (the "Charter"), which, among other things, authorizes (a) 100,000,000 shares of Class A …

2022-01-24 · amended-restated-certificate-of-incorporation-phac.docx

… s being filed with the Secretary of State of the State of Delaware on January 24, 2022, under DE SOS File No. 6148293. 5. The text of the Certificate of Incorporation of the C …

2022-01-24 · investment-management-trust-agreement.docx

… per share, also referred to as "Founder Shares." "Closing Date" means January 24, 2022, the date of the closing of the Offering and the initial deposit of funds into the Trust …

2022-01-24 · letter-agreement-insider-letter.docx

… hs from the closing of the IPO (which closing is expected to occur on January 24, 2022) — that is, until August 4, 2023 — to consummate an initial Business Combination. The dea …

2022-01-24 · private-placement-warrants-purchase-agreement.docx

… IPO (the "IPO Closing Date"), which is expected to occur on or about January 24, 2022; WHEREAS, the Underwriting Agreement grants the Underwriters a forty-five (45) day option …

2022-01-24 · registration-rights-agreement.docx

… ion, as filed with the Secretary of State of the State of Delaware on January 24, 2022, including any merger, capital stock exchange, asset acquisition, stock purchase, reorgan …

2022-01-24 · underwriting-agreement.docx

… 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 Represe …

2022-01-24 · warrant-agreement.docx

… pany pursuant to the Registration Statement. "IPO Closing Date" means January 24, 2022, the date of the closing of the IPO. "Nasdaq" means The Nasdaq Stock Market LLC. "Ordinar …

2022-01-20 · closing-checklist.xlsx

2022-01-20 · legal-opinion-validity-of-securities.docx

… e SEC pursuant to Rule 424(b)(4) under the Securities Act on or about January 20, 2022; and (vii) The form of the preliminary prospectus included in the Registration Statement …

2022-01-20 · underwriting-agreement.docx

… s 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 …

2022-01-19 · closing-checklist.xlsx

… losing 5 | II. Transaction Agreements | Underwriting Agreement, dated January 19, 2022, among Pellegrino Hospitality Acquisition Corp., Pellegrino Capital Group LLC (as Sponsor …

2022-01-19 · legal-opinion-validity-of-securities.docx

… : (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com January 19, 2022 Pellegrino Hospitality Acquisition Corp. c/o Pellegrino Capital Group LLC 1440 Gulf Shore …