Form 425 - Prospectuses and communications, business combinations
2023年10月26日 - 5:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 19, 2023
PHP
Ventures Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-40696 |
|
86-3368971 |
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
CT
10-06, Level 10
Corporate
Tower Subang Square
Jalan
SS15/4G
Subang
Jaya
47500
Selangor, Malaysia
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code +60 3 5888 8485
N/A
(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 of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Units,
each consisting of one share of Class A Common Stock, one-half of one redeemable warrant, and one right to acquire one-tenth of one
share of Class A common stock |
|
PPHPU |
|
The
Nasdaq Stock Market LLC |
Class
A Common Stock, $0.0001 par value per share |
|
PPHP |
|
The
Nasdaq Stock Market LLC |
Rights,
exchangeable into one-tenth of one share of Class A common stock |
|
PPHPR |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
PPHPW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on April 17, 2023, PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”),
received written notice (the “MVLS Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”) stating that the Company’s market value of listed securities (“MVLS”) for the
last 30 consecutive business days (from March 6, 2023 to April 14, 2023), was below the required minimum of $35 million for continued
listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with the MVLS Notice, the
Company had one hundred eighty (180) calendar days (or until October 16, 2023) to regain compliance. The MVLS Notice stated that Nasdaq
will close the matter and provide written confirmation that the Company has achieved compliance with the MVLS Rule if at any time before
October 16, 2023, the Company’s MVLS closes at $35 million or more for a minimum of ten (10) consecutive business days. The Company’s
business operations were not affected by the receipt of the MVLS Notice and the Company fully intended to regain compliance with Nasdaq
listing rules. The Company monitored its Nasdaq listing and evaluated its available options to regain compliance with the MVLS Rule.
As
previously disclosed, on August 24, 2023, the Company received an additional written notice (the “Public Holder Notice”)
from Nasdaq indicating that the Company was not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”),
which requires the Company to have at least 300 public holders for continued listing on Nasdaq. The Public Holder Notice states that
the Company had forty-five (45) calendar days (or until October 9, 2023), to regain compliance or otherwise submit a plan to regain compliance
with the Minimum Public Holders Rule. The Company’s business operations were not affected by the receipt of the Public Holder Notice
and the Company fully intended to regain compliance with Nasdaq listing rules. The Company monitored its Nasdaq listing and evaluated
its available options to regain compliance with the Minimum Public Holder Rule.
On
October 9, 2023, the Company submitted its plan to regain compliance with Nasdaq by closing the Business Combination (as defined below).
Pursuant to the Business Combination Agreement dated as of December 8, 2022 (“Business Combination Agreement”) by
and among PHP, Modulex Modular Buildings Plc, a company incorporated in England and Wales (“Modulex”) and Modulex
Merger Sub, an exempted company formed in the Cayman Islands and wholly-owned subsidiary of Modulex (“Merger Sub”),
PHP will merge with and into Merger Sub, with Merger Sub surviving the merger, structured as a target-on-top merger (the “Business
Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions
contemplated by the Business Combination Agreement (the “Transactions”), PHP will become a wholly-owned subsidiary
of Modulex, with the securityholders of PHP becoming securityholders of Modulex on a post-Transactions basis (the “Combined
Company”), and Merger Sub will change its name to “Modulex Cayman Limited”.
However,
on October 19, 2023, the Company received written notice (the “Delisting Letter”) from Nasdaq that the Company has
not regained compliance with the MVLS Rule or the Minimum Public Holders Rule. Accordingly, unless the Company requests an appeal of
the determination in the Delisting Letter, the Company’s securities will be delisted from The Nasdaq Capital Market, trading of
the Company’s common stock will be suspended at the opening of business on October 30, 2023, and a Form 25-NSE will be filed with
the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq.
The Company
fully intends to appeal such determination by requesting a hearing to Nasdaq’s hearings panel, pursuant to the procedures set forth
in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending
the Panel’s decision.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
|
|
|
99.1 |
|
Delisting Letter |
|
|
|
104
|
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
PHP
VENTURES ACQUISITION CORP. |
Date:
October 25, 2023 |
|
|
|
By: |
/s/
Marcus Choo Yeow Ngoh |
|
Name: |
Marcus
Choo Yeow Ngoh |
|
Title: |
Chief
Executive Officer
(Principal Executive Officer) |
Exhibit
99.1
PHP Ventures Acquisition (NASDAQ:PPHPU)
過去 株価チャート
から 4 2024 まで 5 2024
PHP Ventures Acquisition (NASDAQ:PPHPU)
過去 株価チャート
から 5 2023 まで 5 2024