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 27, 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 7.01. Regulation FD Disclosure.
On December 8, 2022, PHP Ventures Acquisition Corp., a Delaware corporation (“PHP”), entered into the business combination agreement (“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”). Pursuant to the Business Combination Agreement, PHP 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”), 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”, and amend and restate the memorandum and articles of association of such Combined Company in form and substance mutually acceptable in good faith to Modulex and PHP.
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is a press release issued by PHP and Modulex announcing the filing of the preliminary registration statement on Form S-4 (the “Prospectus and Proxy Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Business Combination Agreement and Business Combination. Neither the information in this Item 7.01 nor Exhibit 99.1 is to be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section or incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
PHP has filed the Prospectus and Proxy Statement, which will be delivered to its stockholders once definitive. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination and the other stockholder approval matters and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination and the other stockholder approval matters. PHP’s stockholders and other interested persons are advised to read, when available, the definitive Prospectus and Proxy Statement and the amendments thereto and other documents filed in connection with the Business Combination and other stockholder approval matters, as these materials will contain important information about PHP, Modulex, the Merger Sub, the Business Combination and the other stockholder approval matters. When available, the definitive Prospectus and Proxy Statement and other relevant materials for the Business Combination and other shareholder approval matters will be distributed to stockholders of PHP as of a record date to be established for voting on the Business Combination and the other stockholder approval matters. Stockholders will also be able to obtain copies of the definitive Prospectus and Proxy Statement and other documents filed with the SEC, 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.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such 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 and Modulex and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the PHP’s shareholders with respect to the Business Combination and related matters. A list of the names of those directors and executive officers and a description of their interests in PHP is contained in PHP’s Registration Statement on Form S-1 (Registration No. 333-256840), as effective on August 11, 2021, which was filed with the SEC and is available free of charge at the SEC’s web site 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. Additional information regarding the interests of such participants who may, under SEC rules, be deemed participants in the solicitation of proxies to PHP’s stockholders in connection with the Business Combination will be contained in the definitive Prospectus and Proxy Statement when available. You may obtain free copies of these documents as described above.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release dated September 27, 2023.|
|104||Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, PHP has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|PHP VENTURES ACQUISITION CORP.|
|Date: September 27, 2022||By:||/s/ Marcus Choo Yeow Ngoh|
|Name:||Marcus Choo Yeow Ngoh|
|Title:||Chief Executive Officer and Director|