PPHPU PHP Ventures Acquisition Corporation

 

Filed by PHP Ventures Acquisition Corp.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: PHP Ventures Acquisition Corp.

Commission File No. 001-40696

Date: November 28, 2023

 

 

 

 

 

Additional Information and Where to Find It

 

This Investor Presentation is filed by PHP Ventures Acquisition Corp., a Delaware corporation (the “Company” or “PHP”), together with 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”), in connection with the Business Combination Agreement dated as of December 8, 2022 (“Business Combination Agreement”), pursuant to which, among other things, PHP will merge with and into Merger Sub, with Merger Sub surviving the merger, structured as a target-on-top merger (the “Business Combination”) pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934. The Investor Presentation is provided for informational purposes only, has been prepared to assist interested parties in making their own evaluation with respect to the Business Combination, and does not purport to be all-inclusive or to contain all the information that may be required to make a full analysis of PHP, Modulex or the Business Combination.

 

In connection with the Business Combination, Modulex filed relevant materials with the with the U.S. Securities and Exchange Commission (“SEC”) including a registration statement on Form S-4 on September 27, 2023, which includes a proxy statement/prospectus (the “Registration Statement”). The Company urges its investors, shareholders, and other interested persons to read, when available, the proxy statement/prospectus filed with the SEC and documents incorporated by reference therein because these documents contain important information about PHP, Modulex and the Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the stockholders of the Company as of the record date established for voting on the Business Combination and will contain important information about the Business Combination and related matters. Stockholders of the Company and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the Company’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the Business Combination because they will contain important information about PHP, Modulex and the Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the transaction without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: PHP Ventures Acquisition Corp., CT 10-06, Level 10, Corporate Tower Subang Square, Jalan SS15/4G, Subang Jaya, 47500 Selangor, Malaysia, or +60 3 5888 8485. The information contained on, or that may be accessed through, the websites referenced in this Investor Presentation is not incorporated by reference into, and is not a part of, this Investor Presentation.

 

No Offer or Solicitation

 

This Investor Presentation is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.

 

Participants in Solicitation

 

PHP, Modulex and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the Business Combination. The Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of PHP in PHP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the Business Combination will be set forth in the proxy statement/prospectus for the Business Combination, when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement/prospectus that the Company intends to file with the SEC. You may obtain free copies of these documents as described above.

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Investor Presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the Business Combination and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this Investor Presentation. To the fullest extent permitted by law under no circumstances will Modulex, PHP, Merger Sub, Sponsor or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisors or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Investor Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Investor Presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither Modulex nor PHP has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Investor Presentation does not purport to be all-inclusive or to contain all the information that may be required to make a full analysis of PHP, Modulex or the Business Combination. Viewers of this Investor Presentation should each make their own evaluation of PHP and Modulex and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. This Current Report on Investor Presentation contains certain “forward-looking statements” within the meaning of the federal securities laws, including statements regarding the benefits of the Business Combination, including Modulex’s ability to accelerate the development of its products and bring them to market, the anticipated timing for completion of the Business Combination, and PHP’s and Modulex’s expectations, plans or forecasts of future events and views as of the date of this Investor Presentation. PHP and Modulex anticipate that subsequent events and developments will cause PHP’s and Modulex’s assessments to change. These forward-looking statements, which may include, without limitation, words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will”, “could,” “should,” “believes,” “predicts,” “potential,” “might,” “continues,” “think,” “strategy,” “future,” and similar expressions, involve significant risks and uncertainties (most of which factors are outside of the control of PHP or Modulex. In addition, this Investor Presentation includes a summary set of risk factors that may have a material impact on PHP, Modulex or the Business Combination, which are not intended to capture all the risks to which PHP, Modulex or the Business Combination is subject or may be subject. Factors that may cause such differences include but are not limited to: (1) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (2) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the securities; (3) the risk that the Business Combination may not be completed by PHP’s business combination deadline; (4) the inability to complete the Business Combination, including but not limited to due to the failure to obtain approval of the stockholders of PHP or Modulex for the Business Combination Agreement, to satisfy the minimum net tangible assets and minimum cash at closing requirements, to receive certain governmental, regulatory and third party approvals or to satisfy other conditions to closing in the Business Combination Agreement; (5) the failure to achieve the minimum amount of cash available following any redemptions by the Company’s stockholders; (6) the inability to obtain or maintain the listing of the Company’s common stock on Nasdaq following the Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing standards in connection with the consummation of the Business Combination; (7) the effect of the announcement or pendency of the Business Combination on Modulex’s business relationships, operating results, and business generally; (8) risks that the Business Combination disrupts current plans and operations of Modulex; (9) the inability to realize the anticipated benefits of the Business Combination and to realize estimated pro forma results and underlying assumptions, including but not limited to with respect to estimated stockholder redemptions and costs related to the Business Combination; (10) the possibility that PHP or Modulex may be adversely affected by other economic or business factors; (11) changes in the markets in which Modulex competes, including but not limited to with respect to its competitive landscape, technology evolution, or regulatory changes; (12) changes in domestic and global general economic conditions; (13) risk that Modulex may not be able to execute its growth strategies; (14) the risk that Modulex experiences difficulties in managing its growth and expanding operations after the Business Combination; (15) the risk that the parties will need to raise additional capital to execute the business plan, which may not be available on acceptable terms or at all; (16) the ability to recognize the anticipated benefits of the Business Combination to achieve its commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of Modulex to grow and manage growth economically and hire and retain key employees; (17) risk that Modulex may not be able to develop and maintain effective internal controls; (18) the risk that Modulex may fail to keep pace with rapid technological developments to provide new and innovative products and services, or may make substantial investments in unsuccessful new products and services; (19) the ability to develop, license or acquire new products and services; (20) the risk that Modulex is unable to secure or protect its intellectual property; (21) the risk of product liability or regulatory lawsuits or proceedings relating to Modulex’s business; (22) the risk of cyber security or foreign exchange losses; (23) changes in applicable laws or regulations; (24) the outcome of any legal proceedings that may be instituted against the parties related to the Business Combination Agreement or the Business Combination; (25) the impact of the global COVID-19 pandemic and response on any of the foregoing risks, including but not limited to supply chain disruptions; and (26) other risks and uncertainties to be identified in the Registration Statement, including those under “Risk Factors” therein, and in other filings with the SEC made by PHP. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of PHP’s Registration Statement, Annual Report on Form 10-K, and Quarterly Reports on Form 10-Q filed with the SEC with respect to the Business Combination, and other documents filed by PHP from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The foregoing list of factors is not exhaustive, are provided for illustrative purposes only, and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Forward-looking statements speak only as of the date they are made. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither PHP nor Modulex presently know or that PHP and Modulex currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. PHP and Modulex anticipate that subsequent events and developments will cause PHP’s and Modulex’s assessments to change. However, while PHP and Modulex may elect to update these forward-looking statements at some point in the future, PHP and Modulex specifically disclaim any obligation to do so. Neither PHP nor Modulex gives any assurance that PHP or Modulex, or the combined company, will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements, and they should not be relied upon as representing PHP’s and Modulex’s assessments as of any date subsequent to the date of this Investor Presentation.

 

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