UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2021

Post Holdings Partnering Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (314) 644-7600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On May 25, 2021, the Registration Statement on Form S-1 (File No. 333-252910) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Post Holdings Partnering Corporation (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On May 28, 2021, the Company consummated the IPO of 30,000,000 units of the Company (the “Units”). Each Unit consists of one share of Series A common stock of the Company, par value $0.0001 per share (“Series A Common Stock”), and one-third of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one share of Series A Common Stock at an exercise price of $11.50 per share (the “Warrants”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. The Company’s sponsor, PHPC Sponsor, LLC (the “Sponsor”), purchased 4,000,000 of the 30,000,000 Units in the IPO for $40,000,000. The Company has granted the underwriters of the IPO a 45-day option to purchase up to an additional 4,500,000 Units at the initial public offering price to cover over-allotments, if any.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 1,000,000 units of the Company (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, to the Sponsor, generating gross proceeds to the Company of approximately $10,000,000 (the “Private Placement”). The Private Placement Units sold in the Private Placement are identical to the Units sold in the IPO, except that, with respect to the warrants underlying the Private Placement Units (the “Private Placement Warrants”) that are held by the Sponsor or its permitted transferees, such Private Placement Warrants (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the Warrants are called for redemption and a certain price per share of Series A Common Stock threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s partnering transaction. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by holders on the same basis as the Warrants.

A total of $300,000,000, comprised of the proceeds from the IPO and a portion of the proceeds from the sale of the Private Placement Units, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, such funds in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of the Company’s partnering transaction, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “A&R Certificate of Incorporation”) (A) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its partnering transaction within 24 months (or 27 months if the Company has executed a letter of intent, agreement in principle or definitive agreement for its partnering transaction within 24 months) from the closing of the IPO or (B) with respect to any other provisions relating to stockholders’ rights or pre-partnering transaction activity and (iii) the redemption of all of the Company’s public shares if the Company has not completed its partnering transaction within 24 months (or 27 months as applicable) from the closing of the IPO, subject to applicable law.

In connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Company’s Registration Statement:

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively.

The information contained in Item 1.01 above with respect to the Private Placement and the issuance of the Private Placement Units is incorporated into this Item 3.02 by reference. The issuance of the Private Placement Units, and the shares of Series A Common Stock and the Private Placement Warrants underlying such Private Placement Units, was made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

On May 26, 2021 and in connection with the IPO, the Company filed with the Secretary of State of the State of Delaware the A&R Certificate of Incorporation, effective the same day.

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In addition, on May 25, 2021 and in connection with the IPO, the Company adopted the Amended and Restated Bylaws (the “A&R Bylaws”).

The terms of the A&R Certificate of Incorporation and the A&R Bylaws are set forth in the Registration Statement and are incorporated herein by reference. Copies of the A&R Certificate of Incorporation and the A&R Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.