Form 425 - Prospectuses and communications, business combinations
February 16 2024 - 3:06PM
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): February 15, 2024
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.) |
10
East 53rd St., Suite 3001
New
York, NY, 10022
(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
8.01. Other Events.
On
February 16, 2024, PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), issued a press release
announcing that it caused to be deposited $34,645.56 into the Company’s trust account for its public stockholders (the “Trust
Account”) on February 15, 2024, allowing the Company to extend the date by which the Company may consummate an initial business
combination by one month (the “Extension”) from February 16, 2024 to March 16, 2024. This Extension is permitted under
the Company’s governing documents.
A
copy of the press release is attached as Exhibit 99.1, which is incorporated herein by reference.
Item
9.01. Exhibits.
Exhibit
Number |
|
Description
of Exhibit |
|
|
|
99.1 |
|
Press Release for Extension Payment. |
104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
SIGNATURES
Under
the requirements of the Securities Exchange Act of 1934, the Company has caused this report to be signed by the duly authorized undersigned.
|
PHP
Ventures Acquisition Corp |
|
|
|
Date:
February 16, 2024 |
By:
|
/s/
Marcus Choo Yeow Ngoh |
|
|
Marcus
Choo Yeow Ngoh |
|
|
Chief
Executive Officer and Director |
Exhibit
99.1
PHP
Ventures Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination
Miami
Beach, Florida – PHP Ventures Acquisition Corp (NASDAQ: PPHPU, PPHP, PPHPR, PPHPW), a special purpose acquisition company (the
“Company”), announced that it caused to be deposited $34,645.56 into the Company’s trust account for its public
stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month—from
February 16, 2024 to March 16, 2024 (the “Extension”). This Extension is permitted under the Company’s governing
documents.
About
PHP Ventures Acquisition Corp
The
Company is a blank check company incorporated in the State of Delaware on April 13, 2021. The Company was formed for the purpose of acquiring,
engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering
into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business
Combination”). The Company is led by its Chief Executive Officer, Marcus Choo Yeow Ngoh.
Forward
Looking Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that
are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements, including those set forth in the Risk Factors section of the Company’s proxy statement
filed on July 31, 2023 with the Securities and Exchange Commission (“SEC”) and the related registration statement
on Form S-4 filed on September 27, 2023 by Modulex Modular Buildings PLC. Copies are available on the SEC’s website, www.sec.gov.
The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement
is based.
Contact:
MZ
Group
Chris
Tyson
+1
(949) 492-8235
PPHP@mzgroup.us
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