PHPC Sponsor, LLC

SEC source: 0001843716-23-000022 · wk-form4_1685568035.xml · derivative · entry 3

PHPC Sponsor, LLC · CIK 0001843713 · 10% owner

Post Holdings, Inc. · CIK 0001530950 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1

Underlying: Series A Common Stock · 8,624,999 shares

Expires not disclosed

F5 · derivative.exercise_price: As described in the Registration Statement under the heading "Description of Securities-Founder Shares", the shares of Series F common stock would have automatically converted into shares of Series B common stock, par value $0.0001 per share ("Series B common stock"), of the Issuer at the time of the Issuer's partnering transaction, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and had no expiration date. Prior to and following the consummation of the partnering transaction, at the option of the holder, shares of Series B common stock would have been convertible into shares of Series A common stock.

F4 · price: This Form 4 reflects the surrender to the Issuer of 1,090,000 private placement units and 8,624,999 shares of Series F common stock, par value $0.0001 per share ("Series F common stock"), for no consideration by the Sponsor pursuant to a share surrender letter, dated May 30, 2023, from the Sponsor to the Issuer.

F5 · derivative.exercise_date: As described in the Registration Statement under the heading "Description of Securities-Founder Shares", the shares of Series F common stock would have automatically converted into shares of Series B common stock, par value $0.0001 per share ("Series B common stock"), of the Issuer at the time of the Issuer's partnering transaction, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and had no expiration date. Prior to and following the consummation of the partnering transaction, at the option of the holder, shares of Series B common stock would have been convertible into shares of Series A common stock.

F5 · derivative.expiration_date: As described in the Registration Statement under the heading "Description of Securities-Founder Shares", the shares of Series F common stock would have automatically converted into shares of Series B common stock, par value $0.0001 per share ("Series B common stock"), of the Issuer at the time of the Issuer's partnering transaction, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and had no expiration date. Prior to and following the consummation of the partnering transaction, at the option of the holder, shares of Series B common stock would have been convertible into shares of Series A common stock.

F3 · ownership.direct: This Form 4 is being filed by the following reporting persons: PHPC Sponsor, LLC, sponsor of the Issuer (the "Sponsor") and Post Holdings, Inc. ("Post Holdings" and, together with the Sponsor, the "Reporting Persons"). Post Holdings is the sole member of the Sponsor. Post Holdings controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0001843716-23-000022 · wk-form4_1685568035.xml · nonDerivative · entry 2

PHPC Sponsor, LLC · CIK 0001843713 · 10% owner

Post Holdings, Inc. · CIK 0001530950 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · shares: Concurrently with the Issuer's initial public offering (the ?IPO?), the Sponsor (as defined below) purchased (i) 4,000,000 units in the IPO and (ii) 1,090,000 of the Issuer's private placement units for $10.00 per private placement unit, which 5,090,000 units, as described in the Issuer's registration statement on Form S-1 (File No. 333-252910) (the "Registration Statement"), each include one share of Series A common stock, par value $0.0001 per share ("Series A common stock") and one-third of one redeemable warrant to purchase one share of Series A common stock at an exercise price of $11.50 per share.

F4 · price: This Form 4 reflects the surrender to the Issuer of 1,090,000 private placement units and 8,624,999 shares of Series F common stock, par value $0.0001 per share ("Series F common stock"), for no consideration by the Sponsor pursuant to a share surrender letter, dated May 30, 2023, from the Sponsor to the Issuer.

F3 · ownership.direct: This Form 4 is being filed by the following reporting persons: PHPC Sponsor, LLC, sponsor of the Issuer (the "Sponsor") and Post Holdings, Inc. ("Post Holdings" and, together with the Sponsor, the "Reporting Persons"). Post Holdings is the sole member of the Sponsor. Post Holdings controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0001843716-23-000022 · wk-form4_1685568035.xml · nonDerivative · entry 1

PHPC Sponsor, LLC · CIK 0001843713 · 10% owner

Post Holdings, Inc. · CIK 0001530950 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,090,000

F1 · shares: Concurrently with the Issuer's initial public offering (the ?IPO?), the Sponsor (as defined below) purchased (i) 4,000,000 units in the IPO and (ii) 1,090,000 of the Issuer's private placement units for $10.00 per private placement unit, which 5,090,000 units, as described in the Issuer's registration statement on Form S-1 (File No. 333-252910) (the "Registration Statement"), each include one share of Series A common stock, par value $0.0001 per share ("Series A common stock") and one-third of one redeemable warrant to purchase one share of Series A common stock at an exercise price of $11.50 per share.

F2 · price: The reported securities were redeemed by the Issuer for approximately $10.24 per share in accordance with the Issuer?s amended and restated certificate of incorporation.

F3 · ownership.direct: This Form 4 is being filed by the following reporting persons: PHPC Sponsor, LLC, sponsor of the Issuer (the "Sponsor") and Post Holdings, Inc. ("Post Holdings" and, together with the Sponsor, the "Reporting Persons"). Post Holdings is the sole member of the Sponsor. Post Holdings controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-21-021768 · doc4.xml · nonDerivative · entry 1

PHPC Sponsor, LLC · CIK 0001843713 · 10% owner

Post Holdings, Inc. · CIK 0001530950 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,090,000

F1 · kind: In connection with the issuer's initial public offering ("IPO"), the issuer has granted the underwriters of the issuer's IPO, a 45-day option to purchase up to an additional 4,500,000 units at the IPO price to cover over-allotments, if any. Concurrently with the underwriters' exercise of the over-allotment option, the Sponsor (as defined below) purchased 90,000 of the issuer's private placement units for $10.00 per private placement unit. As described in the issuer's registration statement on Form S-1 (File No. 333-252910), each private placement unit includes one share of Series A common stock, par value $0.0001 per share ("Series A common stock") and one-third of a redeemable warrant to purchase a share of Series A common stock at a price of $11.50 per share.

F2 · kind: (Continued from Footnote 1) The private placement units were acquired pursuant to a private placement units purchase agreement by and between the issuer and the Sponsor. The securities comprising the private placement units may not be transferred or sold until 30 days after the issuer's partnering transaction.

F1 · price: In connection with the issuer's initial public offering ("IPO"), the issuer has granted the underwriters of the issuer's IPO, a 45-day option to purchase up to an additional 4,500,000 units at the IPO price to cover over-allotments, if any. Concurrently with the underwriters' exercise of the over-allotment option, the Sponsor (as defined below) purchased 90,000 of the issuer's private placement units for $10.00 per private placement unit. As described in the issuer's registration statement on Form S-1 (File No. 333-252910), each private placement unit includes one share of Series A common stock, par value $0.0001 per share ("Series A common stock") and one-third of a redeemable warrant to purchase a share of Series A common stock at a price of $11.50 per share.

F2 · price: (Continued from Footnote 1) The private placement units were acquired pursuant to a private placement units purchase agreement by and between the issuer and the Sponsor. The securities comprising the private placement units may not be transferred or sold until 30 days after the issuer's partnering transaction.

F1 · balance_after: In connection with the issuer's initial public offering ("IPO"), the issuer has granted the underwriters of the issuer's IPO, a 45-day option to purchase up to an additional 4,500,000 units at the IPO price to cover over-allotments, if any. Concurrently with the underwriters' exercise of the over-allotment option, the Sponsor (as defined below) purchased 90,000 of the issuer's private placement units for $10.00 per private placement unit. As described in the issuer's registration statement on Form S-1 (File No. 333-252910), each private placement unit includes one share of Series A common stock, par value $0.0001 per share ("Series A common stock") and one-third of a redeemable warrant to purchase a share of Series A common stock at a price of $11.50 per share.

F2 · balance_after: (Continued from Footnote 1) The private placement units were acquired pursuant to a private placement units purchase agreement by and between the issuer and the Sponsor. The securities comprising the private placement units may not be transferred or sold until 30 days after the issuer's partnering transaction.

F3 · ownership.direct: This Form 4 is being filed by the following reporting persons: PHPC Sponsor, LLC, sponsor of the issuer (the "Sponsor") and Post Holdings, Inc. ("Post Holdings" and, together with the Sponsor, the "Reporting Persons"). Post Holdings is the sole member of the Sponsor. Post Holdings controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.