0001863460 false 0001863460 2023-08-24 2023-08-24 0001863460 PPHP:UnitsEachConsistingOfOneShareOfClassCommonStockOnehalfOfOneRedeemableWarrantAndOneRightToAcquireOnetenthOfOneShareOfClassCommonStockMember 2023-08-24 2023-08-24 0001863460 PPHP:ClassCommonStock0.0001ParValuePerShareMember 2023-08-24 2023-08-24 0001863460 PPHP:RightsExchangeableIntoOnetenthOfOneShareOfClassCommonStockMember 2023-08-24 2023-08-24 0001863460 PPHP:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember 2023-08-24 2023-08-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 24, 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

(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

Amendment of Trust Agreement

 

On August 24, 2023, PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq Capital Market.

 

The Notice states that the Company has 45 calendar days or October 9, 2023, to submit a plan (the “Company’s Plan”) to regain compliance with the Minimum Public Holders Rule. If the Company is unable to regain compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts Company’s Plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s Plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. The Company, by filing this Current Report Form 8-K, discloses its receipt of the Public Float Notice in accordance with Nasdaq Listing Rule 5810(b).

 

Item 9.01. Exhibits.

 

Exhibit Number   Description of Exhibit
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

 

 

 

SIGNATURES

 

The Company has caused this report to be signed by the duly authorized undersigned in accordance with the Securities Exchange Act of 1934.

 

  PHP Ventures Acquisition Corp.
     
Date: August 28, 2023 By: /s/ Marcus Choo Yeow Ngoh
   

Marcus Choo Yeow Ngoh

Chief Executive Officer and Director

 

 

 

 

v3.23.2
Cover
Aug. 24, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 24, 2023
Entity File Number 001-40696
Entity Registrant Name PHP Ventures Acquisition Corp.
Entity Central Index Key 0001863460
Entity Tax Identification Number 86-3368971
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One CT 10-06, Level 10
Entity Address, Address Line Two Corporate Tower Subang Square
Entity Address, Address Line Three Jalan SS15/4G
Entity Address, City or Town Subang Jaya
Entity Address, Country MY
Entity Address, Postal Zip Code 47500
City Area Code +60
Local Phone Number 3 5888 8485
Written Communications true
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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  
Title of 12(b) Security Units, each consisting of one share of Class A
Trading Symbol PPHPU
Security Exchange Name NASDAQ
Class A Common Stock, $0.0001 par value per share  
Title of 12(b) Security Class A Common Stock, $0.0001 par value per share
Trading Symbol PPHP
Rights, exchangeable into one-tenth of one share of Class A common stock  
Title of 12(b) Security Rights, exchangeable into one-tenth of one share of Class A common stock
Trading Symbol PPHPR
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol PPHPW
PHP Ventures Acquisition (NASDAQ:PPHPU)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more PHP Ventures Acquisition Charts.
PHP Ventures Acquisition (NASDAQ:PPHPU)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more PHP Ventures Acquisition Charts.