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): January 5, 2024
PHP
Ventures Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-40696 |
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86-3368971 |
(Commission
File Number) |
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(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:
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☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading
Symbol(s) |
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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 |
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PPHPU |
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The
Nasdaq Stock Market LLC |
Class
A Common Stock, $0.0001 par value per share |
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PPHP |
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The
Nasdaq Stock Market LLC |
Rights,
exchangeable into one-tenth of one share of Class A common stock |
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PPHPR |
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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 |
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PPHPW |
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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
8.01 Other Events.
On
January 5, 2024, PHP Ventures Acquisition Corp., a Delaware Corporation (the “Company”), received written notice from
The Nasdaq Stock Market (“Nasdaq”) stating that because the Company has not yet held an annual meeting of stockholders
within twelve months of the end of the Company’s fiscal year ended December 31, 2022, the Company no longer complies with Listing
Rules 5620(a), 5810(c)(2)(G), and IM-5620 for continued listing (the “Annual Meeting Requirement”), and requesting
a response from the Company by January 12, 2024. The Company plans to submit such response to regain compliance.
As
previously disclosed, on April 17, 2023, the Company received the written notice from Nasdaq (the “MVLS Notice”) 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 Requirement”). In accordance with the MVLS Notice, the Company had one hundred eighty (180)
calendar days (or until October 16, 2023) to regain compliance.
As
previously disclosed, on August 24, 2023, the Company received written notice from Nasdaq (the “Public Holder Notice”)
indicating that the Company was not in compliance with Listing Rule 5550(a)(3), which requires the Company to have at least 300 public
holders for continued listing on Nasdaq (the “Minimum Public Holders Requirement” and together with the Annual Meeting
Requirement and the MVLS Requirement, the “Listing Rules”). 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 Requirement.
On
October 9, 2023, the Company submitted its plan to regain compliance with Nasdaq by completing its initial business combination pursuant
to the Business Combination Agreement dated as of December 8, 2022 (the “Business Combination Agreement”) by and among
the Company, 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”). Pursuant
to the Business Combination Agreement, which is structured as a target-on-top merger, the Company will merge with and into Merger Sub,
with Merger Sub surviving the 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”),
the Company will become a wholly-owned subsidiary of Modulex, with the securityholders of the Company becoming securityholders of Modulex
on a post-Transactions basis. However, on October 19, 2023, the Company received written notice from Nasdaq (the “Delisting
Letter”) that the Company had not regained compliance. Accordingly, unless the Company requested an appeal of the determination
in the Delisting Letter, the Company’s securities would be delisted from Nasdaq, trading of the Company’s common stock would
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
(the “SEC”) to remove the Company’s securities from listing and registration on Nasdaq. The Company fully intends
to appeal such determination, has requested and was granted 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. Such hearing is scheduled for January 18, 2024.
The
Company’s business operations are not affected and the Company fully intends to regain compliance with the Listing Rules. The Company
will monitor its Nasdaq listing and evaluate its available options to regain compliance with Nasdaq.
Additional
Information and Where to Find It
This
Form 8-K and written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) (collectively, this “Filing”)
is filed by the Company in connection with the Business Combination Agreement, 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. This Filing 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 the Company, Modulex or
the Business Combination.
In
connection with the Business Combination, the Company and/or Modulex filed relevant materials with the SEC, including an initial registration
statement filed by Modulex on Form S-4 on September 27, 2023 (the “Form S-4”), which includes a proxy statement/prospectus
of the Company. The Company urges its investors, shareholders, and other interested persons to read, the Form S-4, which includes a proxy
statement/prospectus filed with the SEC, and any documents incorporated by reference therein because these documents contain important
information about the Company, Modulex and the Business Combination. After the Form S-4 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 the Company,
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 Filing is not incorporated by reference into, and is not a part of, this Filing.
No
Offer or Solicitation
This
Filing 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
The
Company, 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 the Company in the Company’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 is set forth in the proxy statement/prospectus for the Business Combination. Additional information regarding
the interests of participants in the solicitation of proxies in connection with the Business Combination is included in the Form S-4,
which includes the proxy statement/prospectus, that the Company filed with the SEC. You may obtain free copies of these documents as
described above.
Cautionary
Statement Regarding Forward-Looking Statements
This
Filing 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 Filing. To the fullest extent permitted by law under no circumstances will Modulex, the Company, 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 Filing,
its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise
arising in connection therewith. This Filing does not purport to be all-inclusive or to contain all the information that may be required
to make a full analysis of the Company, Modulex or the Business Combination. Readers of this Filing should each make their own evaluation
of the Company and Modulex and of the relevance and adequacy of the information and should make such other investigations as they deem
necessary. This Filing contains certain “forward-looking statements” within the meaning of the federal securities laws, including
statements regarding the completion of the Business Combination and the expected listing on Nasdaq, and the Company’s and Modulex’s
expectations, plans or forecasts of future events and views as of the date of this Filing. The Company and Modulex anticipate that subsequent
events and developments will cause the Company’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 the Company or Modulex). 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 the Company’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 the Company 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 the Company 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 identified in the Form
S-4, including those under “Risk Factors” therein, and in other filings with the SEC made by the Company. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s
Form S-4, 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 the Company 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 the Company nor Modulex presently know or that the Company
and Modulex currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking
statements. The Company and Modulex anticipate that subsequent events and developments will cause the Company’s and Modulex’s
assessments to change. However, while the Company and Modulex may elect to update these forward-looking statements at some point in the
future, the Company and Modulex specifically disclaim any obligation to do so. Neither the Company nor Modulex gives any assurance that
the Company 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 the Company’s and Modulex’s assessments
as of any date subsequent to the date of this Filing.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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PHP
VENTURES ACQUISITION CORP. |
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Date:
January 11, 2024 |
By: |
/s/
Marcus Choo Yeow Ngoh |
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Marcus
Choo Yeow Ngoh |
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Chief
Executive Officer and Director |
PHP Ventures Acquisition (NASDAQ:PPHPU)
過去 株価チャート
から 5 2024 まで 6 2024
PHP Ventures Acquisition (NASDAQ:PPHPU)
過去 株価チャート
から 6 2023 まで 6 2024