Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
February 21 2023 - 6:17AM
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 20, 2023
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.) |
CT
10-06, Level 10
Corporate
Tower Subang Square
Jalan
SS15/4G
Subang
Jaya
47500
Selangor, Malaysia
Registrant’s
telephone number, including area code +60 3 5888 8485
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.
The
information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such filing. Pursuant to Regulation FD (17 CFR 243.100 through 243.103),
the Company furnishes the following nonpublic information, the PHP-Modulex Profile attached as Exhibit 99.1, the source of which is
the Investor’s Presentation filed as Exhibit 99.1 to the 8-K disclosing the February 13, 2023, conference call between the Chief
Executive Officer of the Combined Company and its Chief Financial Officer to discuss the business combination agreement announced on
December 8, 2022.
Additional
Information and Where to Find It
As
discussed above, PHP intends to file the Prospectus and Proxy Statement with the SEC, which Prospectus and Proxy Statement will be delivered
to its stockholders once definitive. This document 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 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 Business Combination and the other Stockholder Approval Matters. When available, the Prospectus and Proxy Statement
and other relevant materials for the Business Combination and other Stockholder Approval Matters will be mailed 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 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: Marcus Ngoh, 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 or PIPE Financing
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 offering of securities shall be made except by
means of prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants
in Solicitation
Modulex
and its directors and executive officers may be deemed participants in the solicitation of proxies from PHP’s stockholders 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, as filed on June 4, 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 will be contained in the Prospectus and Proxy Statement when available.
Modulex
and its directors, managers, and executive officers may also be deemed to be participants in the solicitation of proxies from PHP’s
stockholders in connection with the Business Combination and related matters. A list of the names of such parties and information regarding
their interests in the Business Combination and related matters will be included in the Prospectus and Proxy Statement when available.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
|
|
|
99.1 |
|
PHP-Modulex Profile |
|
|
|
104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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.
|
PHP
VENTURES ACQUISITION CORP. |
|
|
|
Date:
February 21, 2023 |
By: |
/s/
Marcus Choo Yeow Ngoh |
|
Name:
|
Marcus
Choo Yeow Ngoh |
|
Title: |
Chief
Executive Officer |
|
|
(Principal
Executive Officer) |
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