Current Report Filing (8-k)
April 21 2023 - 4:31PM
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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): April 17, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 17, 2023, PHP Ventures Acquisition Corp., a Delaware Corporation (the “Company”), received written notice (the “Notification
Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) 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). In accordance with Nasdaq Listing
Rule 5810(c)(3)(C), the Company has 180 calendar days (or until October 16, 2023) to regain compliance. The Notification Letter states
that Nasdaq will close the matter and provide written confirmation that the Company has achieved compliance with rule 5550(b)(2) if at
any time before October 16, 2023, the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days.
The Company’s business operations are not affected by the receipt of the Notification Letter and the Company fully intends to regain
compliance with Nasdaq listing rules. The Company will monitor its Nasdaq listing between now and October 16, 2023, and to evaluate its
available options to regain compliance with Nasdaq’s minimum MVLS rule within the compliance period.
Furthermore,
on April 20, 2023, the Company received a notice (the “Delinquency Letter”) from NASDAQ indicating that the Company has not
paid certain fees (the “Delinquency Fees”) as required for compliance under NASDAQ Listing Rule 5250(f). Pursuant to the
Delinquency Letter, the Company anticipates that it will request an appeal of this determination by April 27, 2023, pay the associated
hearing request fee, and pay any Delinquency Fees that are due, after which the Company believes it will be in compliance with the applicable
NASDAQ continued listing requirements.
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:
April 21, 2023 |
By: |
/s/
Marcus
Choo Yeow Ngoh |
|
Name: |
Marcus
Choo Yeow Ngoh |
|
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
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