SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 24, 2023
PHP Ventures Acquisition Corp.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
CT 10-06, Level 10
Corporate Tower Subang Square
47500 Selangor, Malaysia
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +60 3 5888 8485
(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 1.01 Entry into a Material Definitive Agreement.
On September 24, 2023, PHP Ventures Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 to Global Link Investment LLC (the “Lender”). The Note was issued in connection with the Company’s efforts to close a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Initial Business Combination”). The Note bears no interest and is due and payable upon the earlier to occur of (a) the closing of an Initial Business Combination or (b) the liquidation of the Company, subject to the terms of its Amended and Restated Certificate of Incorporation.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
|10.1||Promissory Note, dated September 24, 2023|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|PHP VENTURES ACQUISITION CORP.|
|By:||/s/ Marcus Choo Yeow Ngoh|
|Name:||Marcus Choo Yeow Ngoh|
|Title:||Chief Executive Officer and Director|
|Dated: September 25, 2023|