Postponement
of Special Meeting of Shareholders
On
December 27, 2022, the Company announced that it had received redemption notices for 4,464,250 shares of its Class A Common Stock from
its stockholders. Accordingly, the Company is postponing the previously scheduled meeting until 2:00 p.m. on Friday, December
30, 2022, to solicit investors to reverse their redemption notices.
Assuming
no more than the minimum shares necessary to meet the condition of the Extension Proposal are received, each non-redeeming stockholder
will receive an additional $0.0625 per month per share for the duration of the Extension going forward.
In
the event notices reversing the redemption request for sufficient shares are not received, the Company will be required to dissolve and
liquidate.
Adjustment
of Proposed Extension Payment
PHP
Ventures Acquisition Corp. (“PHP Ventures”) has revised the terms of the previously announced proposed amendment (the “Extension
Amendment”) to its Second Amended and Restated Certificate of Incorporation (the “Charter”) to be considered by its
stockholders at a Special Meeting of Stockholders to be held December 30, 2022 (the “Special Meeting”) along with
a proposed amendment to the investment management trust agreement (the “Trust Agreement”) between Continental Stock Transfer
& Trust Company, as trustee (“Continental”), and PHP Ventures governing the trust account (the “Trust Account”)
established in connection with PHP Ventures initial public offering dated August 16, 2021 (the “Trust Amendment”). As revised,
the Extension Amendment would amend the Charter to provide for up to six one-month extensions to the date by which PHP Ventures must
complete its initial business combination (the “Extended Date”), at PHP Ventures option, provided that PHP Ventures deposits
into the Trust Account an additional $0.010 per unit for each month extended. As originally proposed, the Extension Amendment provided
for a deposit into the Trust Account of an additional $0.0475 per unit for each month extended.
As
previously reported, Global Investment Link, LLC (the “Sponsor”) intends to support PHP Ventures in the wake of a new potential
excise tax that may be levied on stockholder redemptions in 2023.
On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases (including redemptions) of
stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.
The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount
of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. The IR Act applies
only to repurchases that occur after December 31, 2022.
The
extensions authorized by the Extension Amendment and the Trust Amendment could result in the closing of PHP Ventures’ recently
announced business combination with Modulex Modular Buildings Plc after December 31, 2022. Any redemption or other repurchase that occurs
after December 31, 2022, in connection with an initial business combination or otherwise, may be subject to the excise tax. Whether and
to what extent the Company would be subject to the excise tax in connection with an initial business combination would depend on a number
of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial business combination,
(ii) the structure of the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances
in connection with the initial business combination (or otherwise issued not in connection with the initial business combination but
issued within the same taxable year of the initial business combination) and (iv) the content of regulations and other guidance from
the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder,
the mechanics of any required payment of the excise tax have not been determined.
To
mitigate the current uncertainty surrounding the implementation of the IR Act, in the event that the Extension Amendment and the Trust
Amendment are implemented, the Sponsor intends to indemnify PHP Ventures for any excise tax liabilities resulting from the implementation
of the IR Act with respect to any future redemptions that occur after December 31, 2022. For the avoidance of doubt, the proceeds placed
in the Company’s trust account and the interest earned thereon shall not be used to pay for any excise tax due under the IR Act
in connection with any redemptions of the Company’s Class A common stock prior to or in connection with its initial business combination.
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: 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.