Form 425 - Prospectuses and communications, business combinations
28 August 2023 - 11:19PM
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): 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:
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☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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.
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PHP Ventures Acquisition Corp. |
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Date: August 28, 2023 |
By: |
/s/
Marcus Choo Yeow Ngoh |
|
|
Marcus
Choo Yeow Ngoh
Chief
Executive Officer and Director |
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