UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☒ |
Definitive
Proxy Statement |
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Definitive
Additional Materials |
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☐ |
Soliciting
Material Pursuant to Section 240.14a-12 |
PHP
VENTURES ACQUISITION CORP.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PHP
VENTURES ACQUISITION CORP.
CT
10-06, Level 10
Corporate
Tower Subang Square
Jalan
SS15/4G
Subang
Jaya
Selangor,
Malaysia
+60
3 5888 8485
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON AUGUST 15, 2023
TO
THE STOCKHOLDERS OF PHP VENTURES ACQUISITION CORP.:
You
are cordially invited to attend the special meeting, which we refer to as the “Special Meeting,” of stockholders of PHP Ventures
Acquisition Corp., which we refer to as “we,” “us,” “our,” or the “Company,” to be held
at 8:00 a.m. Eastern Time on August 15, 2023.
The
Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend
the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/phpventuresacquisition/2023.
If you plan to attend the virtual online Special Meeting, you will need your 12-digit control number to vote electronically at the
Special Meeting. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our
stockholders and the Company. The virtual meeting format allows attendance from any location in the world.
Even
if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received
a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented
at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you
plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the Special Meeting
date to ensure that your shares will be represented at the Special Meeting if you are unable to attend.
The
accompanying proxy statement, which we refer to as the “Proxy Statement,” is dated July 31, 2023, and is first being mailed
to stockholders of the Company on or about August 1, 2023. The sole purpose of the Special Meeting is to consider and vote upon the following
proposals:
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a
proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended by the First Amendment to the
Amended and Restated Certificate of Incorporation, which we refer to as the “existing charter,” in the form set forth
in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the
“Extension Amendment Proposal,” to extend the date by which the Company must (i) consummate a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses,
which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination,
and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s
initial public offering effective August 16, 2021, which we refer to as the “IPO,” from August 16, 2023 (the “Termination
Date”) to August 16, 2024 in a series of up to twelve (12) one-month extensions, unless the closing of the Company’s
initial business combination shall have occurred, which we refer to as the “Extension,” and such later date, the “Extended
Date,” provided that (i) Global Link Investment LLC, the Company’s sponsor (the “Sponsor”) (or its affiliates
or permitted designees), will deposit into the Trust Account the lesser of (x) $40,000 or (y) $0.04 per share for each Public
Share outstanding as of the applicable Deadline Date for each such one-month extension (the “Extension Payment”) and
(ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with; |
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a
proposal to amend the Company’s Investment Management Trust Agreement, dated as of August 16, 2021 and as amended as of December
30, 2022 (the “Trust Agreement”), in the form set forth in Annex B, by and between the Company and Continental Stock
Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Termination Date in a series of up to
twelve (12) one-month extensions until August 16, 2024, such proposal the “Trust Amendment Proposal”;
and |
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a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal, which we refer to as the “Adjournment Proposal.” The Adjournment Proposal will only be presented
at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal. |
Each
of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying
Proxy Statement.
The
purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us
additional time and a lower incremental and aggregate cost for each Extension to complete the proposed transaction contemplated by that
certain Business Combination Agreement (the “Business Combination Agreement”), dated December 8, 2022, by and among the Company,
Modulex Modular Buildings Plc, a company registered in England and Wales with company number 07291662 (“Modulex”), and Modulex
Merger Sub, a to-be-formed Cayman Islands exempted company and wholly owned subsidiary of Modulex (“Merger Sub”). Merger
Sub was formed prior to consummation of the Business Combination Agreement and became a party to the Business Combination Agreement by
joinder at the time of its formation. For more information about the Business Combination, see our Current Report on Form 8-K filed with
the U.S. Securities Exchange Commission (the “SEC”) on December 8, 2022.
While
we are using our best efforts to complete the Business Combination as soon as practicable, our board of directors (the “Board”)
believes that there will not be sufficient time before the Termination Date to complete the Business Combination without incurring significant
cost to extension of the Termination Date under the current terms of the charter. Accordingly, the Board believes that in order to be
able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there
is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before the Termination
Date. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if
our stockholders are otherwise in favor of consummating the Business Combination.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination
as soon as possible and in any event on or before the Extended Date.
If
the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain
their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations
set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be
entitled to have their public shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date.
To
exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held
in the Trust Account and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting
(or August 11, 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering
your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your
shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order
to exercise your redemption rights.
Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $19,336,016 at the time of the Special Meeting. The closing price of the Company’s
Class A common stock on July 20, 2023, was $10.80. The approximate redemption price per share to be paid for redemptions is $10.90
per share, (the “Redemption Price”). The Company cannot assure stockholders that they will be able to sell their shares of
the Company’s Class A common stock in the open market, even if the market price per share is higher than the Redemption Price,
as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation
of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination
by August 16, 2023, in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the
shares of Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A)
the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net
interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will
completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under
the Delaware General Corporation Law, which we refer to as the “DGCL,” to provide for claims of creditors and other requirements
of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in
the event of our winding up.
The
Sponsor currently owns 1,403,500 Founder Shares (as defined below) of the 1,437,500 Founder Shares that were issued to the Sponsor prior
to the Company’s IPO, and 293,400 private placement units (the “Private Placement Units,”) that were purchased by the
Sponsor in a private placement that closed simultaneously with the closing of the IPO. On May 26, 2021, our sponsor transferred 20,000
Founder Shares to the Company’s Chairman and Chief Executive Officer, Mr. Ngoh, and 6,000 Founder Shares to our Chief Financial
Officer, Mr. Stein. Additionally, on this same date, our three independent directors, Mr. Gordon, Mr. Anih and Mr. Phoon, were each respectively
transferred 3,000 Founder Shares, 2,500 Founder Shares, and 2,500 Founder Shares. The 3,000 Founder Shares beneficially held by Mr. Gordon
were transferred to Legacy Royals, LLC an entity controlled by Mr. Gordon. “Founder Shares” refers to all 1,437,500 issued
and outstanding shares of our Class B common stock. In the event of a liquidation, our Sponsor and officers and directors will not receive
any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
Subject
to the foregoing, the affirmative vote of holders of at least 65% of the Company’s outstanding shares of common stock, including
the Founder Shares and the Class A common stock included in the Private Placement Units, will be required to approve the Extension Amendment
Proposal and the Trust Amendment Proposal. Stockholder approval of the Extension Amendment and the Trust Amendment Proposal is required
for the implementation of our Board’s plan to extend the date by which the Company must consummate its initial business combination.
Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, subject to the terms of the
Business Combination Agreement, the Company’s Board will retain the right to abandon and not implement the Extension Amendment
and the Trust Amendment at any time without any further action by our stockholders.
Approval
of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or
by proxy at the Special Meeting.
Our
Board has fixed the close of business on July 20, 2023 as the date for determining the Company stockholders entitled to receive notice
of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date
are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or
the Trust Amendment Proposal or implement the Extension Amendment or the Trust Amendment.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated the Business Combination by the Extended
Date.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal
and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR”
such proposals.
Under
the Company’s existing charter, no other business may be transacted at the Special Meeting.
Enclosed
is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the
Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material
carefully and vote your shares.
July
31, 2023 |
By
Order of the Board of Directors |
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/s/
Marcus Choo Yeow Ngoh |
|
Marcus
Choo Yeow Ngoh |
|
Chief
Executive Officer |
Your
vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure
that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the
Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote
your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure
to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment
Proposal and the Trust Amendment Proposal, and an abstention will have the same effect as voting “AGAINST” the Extension
Amendment Proposal and the Trust Amendment Proposal.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on August 15, 2023: This
notice of meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/phpventuresacquisition/2023.
PHP
VENTURES ACQUISITION CORP.
CT
10-06, Level 10
Corporate
Tower Subang Square
Jalan
SS15/4G
Subang
Jaya
Selangor,
Malaysia
+60
3 5888 8485
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON AUGUST 15, 2023
PROXY
STATEMENT
The
special meeting, which we refer to as the “Special Meeting,” of stockholders of PHP Ventures Acquisition Corp., which we
refer to as the “we,” “us,” “our,” or the “Company,” will be held at 8:00 a.m. Eastern
Time on August 15, 2023, as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Special
Meeting via a live webcast available at https://www.cstproxy.com/phpventuresacquisition/2023. If you plan to attend the virtual
online Special Meeting, you will need your 12 digit control number to vote electronically at the Special Meeting. The Special Meeting
will be held for the sole purpose of considering and voting upon the following proposals:
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● |
a
proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended by the First Amendment
to the Second Amended and Restated Certificate of Incorporation, which we refer to as the “existing charter,” in the
form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such
proposal the “Extension Amendment Proposal,” to extend the date by which the Company must (i) consummate a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or
more businesses, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such
business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units
sold in the Company’s initial public offering effective August 16, 2021, which we refer to as the “IPO,” from August
16, 2023 (the “Termination Date”) to August 16, 2024 in a series of up to twelve (12) one-month extensions,
unless the closing of the Company’s initial business combination shall have occurred, which we refer to as the “Extension,”
and such later date, the “Extended Date,” provided that (i) Global Link Investment LLC, the Company’s sponsor (the
“Sponsor”) (or its affiliates or permitted designees), will deposit into the Trust Account the lesser of (x) $40,000
or (y) $0.04 per share for each Public Share outstanding as of the applicable Deadline Date for each such one-month extension
(the “Extension Payment”) and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement,
shall have been complied with; |
|
● |
a
proposal to amend the Company’s Investment Management Trust Agreement, dated as of August 16, 2021 (the “Trust
Agreement”), in the form set forth in Annex B, by and between the Company and Continental Stock Transfer & Trust Company
(the “Trustee”), allowing the Company to extend the Termination Date in a series of up to twelve (12) one-month
extensions until August 16, 2024, such proposal the “Trust Amendment Proposal”; and |
|
● |
a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal, which we refer to as the “Adjournment Proposal.” The Adjournment Proposal will only be presented
at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal. |
The
purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us
additional time and a lower incremental and aggregate cost for each Extension to complete the proposed transaction contemplated by that
certain Business Combination Agreement (the “Business Combination Agreement”), dated December 8, 2022, by and among the Company,
Modulex Modular Buildings Plc, a company registered in England and Wales with company number 07291662 (“Modulex”), and Modulex
Merger Sub, a to-be-formed Cayman Islands exempted company and wholly owned subsidiary of Modulex (“Merger Sub”). Merger
Sub will be formed prior to consummation of the Business Combination Agreement and will become a party to the Business Combination Agreement
by joinder at the time of its formation. For more information about the Business Combination, see our Current Report on Form 8-K filed
with the U.S. Securities Exchange Commission (the “SEC”) on December 8, 2022.
While
we are using our best efforts to complete the Business Combination as soon as practicable, our board of directors (the “Board”)
believes that there will not be sufficient time before the Termination Date to complete the Business Combination without incurring significant
cost to extension of the Termination Date under the current terms of the charter. Accordingly, the Board believes that in order to be
able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there
is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before the Termination
Date. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if
our stockholders are otherwise in favor of consummating the Business Combination.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of stockholder approval of Business Combination), we intend to complete the Business Combination
as soon as possible and in any event on or before the Extended Date.
In
connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock issued in our
IPO, which shares we refer to as the “public shares,” and which election we refer to as the “Election,” regardless
of whether such public stockholders vote on the Extension Amendment Proposal. We cannot predict the amount that will remain in the Trust
Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of
the approximately $19,336,016 that was in the Trust Account as of July 20, 2023, the record date.
If
the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain
their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations
set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be
entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.
The
Sponsor currently owns 1,403,500 Founder Shares (as defined below) of the 1,437,500 Founder Shares that were issued to the Sponsor prior
to the Company’s IPO, and 293,400 private placement units (the “Private Placement Units,”) that were purchased by the
Sponsor in a private placement that closed simultaneously with the closing of the IPO. On May 26, 2021, our sponsor transferred 20,000
Founder Shares to the Company’s Chairman and Chief Executive Officer, Mr. Ngoh, and 6,000 Founder Shares to our Chief Financial
Officer, Mr. Stein. Additionally, on this same date, our three independent directors, Mr. Gordon, Mr. Anih and Mr. Phoon, were each respectively
transferred 3,000 Founder Shares, 2,500 Founder Shares, and 2,500 Founder Shares. The 3,000 Founder Shares beneficially held by Mr. Gordon
were transferred to Legacy Royals, LLC an entity controlled by Mr. Gordon. As used herein, “Founder Shares” refers to all
1,437,500 issued and outstanding shares of our Class B common stock. In the event of a liquidation, our Sponsor and officers and directors
will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
To
exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held
in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting
(or August 11, 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering
your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your
shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order
to exercise your redemption rights.
Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $19,336,016 at the time of the Special Meeting. The closing price of the Company’s
Class A common stock on June 20, 2023, was $10.80. The approximate redemption price per share to be paid for redemptions is $10.90
per share, (the “Redemption Price”). The Company cannot assure stockholders that they will be able to sell their shares of
the Company’s Class A common stock in the open market, even if the market price per share is higher than the Redemption Price,
as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
Approval
of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination
by August 16, 2023, in accordance with our charter, we will incur significant cost to extend the Termination Date under the current terms
of the charter or otherwise (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common
stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then
on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights
of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in
accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide
for claims of creditors and other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, the Sponsor will not receive any monies held in the Trust Account as a result of its
ownership of 1,437,500 Founder Shares that were issued to the Sponsor, plus the shares held by the officers and directors issued prior
to the Company’s IPO and the 293,400 Private Placement Units that were purchased by the Sponsor in a private placement which occurred
simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public
shares. Certain of our executive officers have beneficial interests in the Sponsor.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or
the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled,
we will dissolve and liquidate in accordance with the charter.
If
the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products
sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce
the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the
event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent
of any liability for such third-party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations.
Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public shares will be redeemed from
cash held in the Trust Account will be approximately $10.90. Nevertheless, the Company cannot assure you that the per share distribution
from the Trust Account, if the Company liquidates, will not be less than $10.10, plus interest, due to unforeseen claims of creditors.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that
it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,
and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Because
the Company will not be complying with Section 280 of the DGCL as described in our prospectus filed with the SEC on June 1, 2021, Section
281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing
and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because
we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target
businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective
target businesses.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company, pursuant to the terms of the Trust Agreement,
will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount,” equal to the number of public
shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to
the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust
Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public
shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination
through the Extended Date if the Extension Amendment Proposal is approved.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, our Sponsor or its designees has agreed to loan to us
up to $40,000 for each such one-month extension up to a maximum of $480,000 for a total of twelve (12) one-month extensions until
August 16, 2024, unless the Closing of the Company’s initial business combination shall have occurred (the “Extension
Loan”), which amount will be deposited into the Trust Account. The Extension Loan is conditioned upon the implementation of the
Extension Amendment Proposal and the Trust Amendment Proposal. The Extension Loan will not occur if the Extension Amendment Proposal
and the Trust Amendment Proposal are not approved, or the Extension is not completed. The Extension Loan will not bear interest and will
be repayable upon consummation of a Business Combination. If the Sponsor or its designees advises us that it does not intend to make
the Extension Loan, then the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal will not be put
before the stockholders at the special meeting and, unless the Company can complete the Business Combination by August 16, 2023, we will
dissolve and liquidate in accordance with our charter.
Our
Board has fixed the close of business on July 20, 2023, as the date for determining the Company stockholders entitled to receive notice
of and vote at the Special Meeting and any adjournment thereof (the “record date”). Only holders of record of the Company’s
common stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the record date
of the Special Meeting, there were 2,066,150 shares of Class A common stock, including 293,400 shares of non-redeemable Class A common stock, and 1,437,500 shares of Class B common stock outstanding.
The Company’s warrants do not have voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal
or the Adjournment Proposal.
This
Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.
We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group, LLC (the “Proxy
Solicitor”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor its customary
fee. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its
affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors
and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any
additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial
business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate
an initial business combination.
This
Proxy Statement is dated July 31, 2023, and is first being mailed to stockholders on or about August 1, 2023.
July
31, 2023 |
By
Order of the Board of Directors |
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/s/
Marcus Choo Yeow Ngoh |
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Marcus
Choo Yeow Ngoh |
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Chief
Executive Officer |
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should carefully read the entire document, including the annexes to this Proxy Statement.
Why
am I receiving this Proxy Statement? |
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We
are a blank check company incorporated in Delaware on April 13, 2021, for the purpose of
effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. A total of $58,075,000, comprised
of the proceeds from our IPO and proceeds of our private placements that closed on August
16, 2021, and August 19, 2021. Like most blank check companies, our charter provides for
the return of our IPO proceeds held in trust to the holders of shares of Class A common stock
sold in our IPO if there is no qualifying business combination(s) consummated on or before
a certain date, which was initially August 16, 2022, which we extended to November 2022,
then to February 16, 2023, and again to August 16, 2023. Our Board believes that it is in
the best interests of the stockholders to continue our existence until the Extended Date
in order to allow us more time to complete the Business Combination.
The
purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow
us additional time to complete the Business Combination. For more information about the Business Combination, see our Current Report
on Form 8-K filed with the SEC on December 8, 2022. |
What
is being voted on? |
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You
are being asked to vote on: |
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a
proposal to amend our amended charter to extend the date by which we have to consummate a business combination from August 16, 2023,
to August 16, 2024, or such earlier date as determined by the Board, in a series of twelve (12) one-month extensions; |
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a
proposal to amend our amended Trust Agreement to allow us to extend the Termination Date to August 16, 2024, or the applicable
Extended Date; and |
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a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal and the Trust Amendment Proposal. |
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The
Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation of our Board’s plan to extend
the date that we have to complete our initial business combination at a lower incremental and aggregate cost for each Extension.
The purpose of the Extension Amendment and the Trust Amendment is to allow the Company more time to complete the Business Combination.
Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension. |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company,
pursuant to the terms of the Trust Agreement, will (i) remove from the Trust Account an amount,
which we refer to as the “Withdrawal Amount,” equal to the number of public shares
properly redeemed multiplied by the per-share price, equal to the aggregate amount then on
deposit in the Trust Account, including interest (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares and (ii) deliver to the holders of
such redeemed public shares their portion of the Withdrawal Amount. The remainder of such
funds shall remain in the Trust Account and be available for use by the Company to complete
a business combination on or before the Extended Date. Holders of public shares who do not
redeem their public shares now will retain their redemption rights and their ability to vote
on a business combination through the Extended Date if the Extension Amendment Proposal and
the Trust Amendment Proposal are approved.
We
cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal
are approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $19,336,016 that
was in the Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial business
combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or the Trust Amendment. In the event the Special Meeting is
cancelled and we do not complete the Business Combination by the Termination Date, we will dissolve and liquidate in accordance with
the charter.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination
by August 16, 2023, in accordance with our charter, we will incur significant cost to extend the Termination Date under the current
terms of the charter or otherwise (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A
common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to
pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely
extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account as
a result of their ownership of the Founder Shares and Private Placement Units. |
Why
is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? |
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Our
charter provides that we have until August 16, 2023 to complete our initial business combination. Our Board has determined that it
is in the best interests of our stockholders to approve the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary,
the Adjournment Proposal, to allow for additional time to consummate the Business Combination and a lower incremental and aggregate
cost for each Extension. While we are using our best efforts to complete the Business Combination as soon as practicable, the Board
believes that there will not be sufficient time before the Termination Date to complete the Business Combination without incurring
significant cost to extension of the Termination Date under the current terms of the charter. Accordingly, the Board believes that
in order to be able to consummate the Business Combination efficiently, we will need to obtain the Extension. Without the Extension,
the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination
on or before August 16, 2023, or without incurring significant cost to extension of the Termination Date under the current terms
of the charter. If the Business Combination does not occur before the Termination Date or the Termination Date is otherwise extended
on the higher-cost terms of the current charter, we would be precluded from completing the Business Combination and would be forced
to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination. |
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If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing
in the Business Combination Agreement (including, without limitation, receipt of stockholder
approval of the Business Combination), we intend to complete the Business Combination as
soon as possible and in any event on or before the Extended Date.
The
Company believes that given its expenditure of time, effort and money on completing the Business Combination, circumstances warrant
providing public stockholders an opportunity to consider the Business Combination. Accordingly, the Board is proposing the Extension
Amendment Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate
a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase
100% of our Class A common stock included as part of the units sold in our IPO from August 16, 2023 to not later than August
16, 2024, by electing to extend the date to consummate a business combination by up to an additional twelve (12) months after
the Termination Date, until August 16, 2024, unless the closing of the Company’s initial business combination shall
have occurred, in a series of up to twelve (12) one-month extensions, which we refer to as the “Extension,” and
such later date, the “Extended Date,” provided that (i) the Sponsor (or its affiliates or permitted designees), will
deposit into the Trust Account the lesser of (x) $40,000 or (y) $0.04 per share for each Public Share outstanding as of the
applicable Deadline Date for each such one-month extension and (ii) the procedures relating to any such extension, as set forth in
the Trust Agreement, shall have been complied with.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you
will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination
by the Extended Date.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, we may put the Adjournment Proposal to a vote
in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved,
the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. |
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We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled
and we do not complete the Business Combination by the Termination Date, we will dissolve and liquidate in accordance with the charter. |
Why
should I vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal? |
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Our
Board believes stockholders will benefit from the consummation of the Business Combination
and is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend
the date by which we have to complete a business combination until the Extended Date in a
series of twelve (12) one-month extensions. The Extension would give us additional
time to complete the Business Combination and a lower incremental and aggregate cost for
each Extension.
The
Board believes that it is in the best interests of our stockholders that the Extension be obtained to provide additional amount of
time to consummate the Business Combination. Without the Extension, we believe that there is substantial risk that we might not,
despite our best efforts, be able to complete the Business Combination on or before August 16, 2023. If that were to occur, we would
be precluded from completing the Business Combination and would be forced to liquidate even if our stockholders are otherwise in
favor of consummating the Business Combination. |
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We
believe that given our expenditure of time, effort and money on completing the Business Combination,
it is in the best interests of our stockholders that we obtain the Extension. Our Board believes
the Business Combination will provide significant benefits to our stockholders. For more
information about the Business Combination, see our Current Report on Form 8-K filed with
the SEC on December 8, 2022.
Our
Board recommends that you vote in favor of the Extension Amendment Proposal and in favor of the Trust Amendment Proposal. |
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Why
should I vote “FOR” the Adjournment Proposal?
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If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to
adjourn the Special Meeting to a later date in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Extension Amendment Proposal and
the Trust Amendment Proposal.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled
and we are unable to complete the Business Combination by the Termination Date, we will dissolve and liquidate in accordance with
the charter. |
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When
would the Board abandon the Extension Amendment Proposal, and the Trust Amendment Proposal? |
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We
intend to hold the Special Meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal and only if the Board
has determined as of the time of the Special Meeting that we may not be able to complete the Business Combination on or before August
16, 2023. If we complete the Business Combination on or before August 16, 2023, we will not implement the Extension. Additionally,
our Board will abandon the Extension Amendment and Trust Amendment if our stockholders do not approve the Extension Amendment Proposal
and the Trust Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment
Proposal, our Board will retain the right to abandon and not implement the Extension Amendment or Trust Amendment at any time without
any further action by our stockholders. |
How
do the Company insiders intend to vote their shares? |
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The
Sponsor and all of our directors and officers are expected to vote any common stock over which they have voting control (including any
public shares owned by them) in favor of the Extension Amendment Proposal and the Trust Amendment Proposal. Currently, our Sponsor and
our officers and directors own approximately 19.1% of our issued and outstanding common stock, including 1,437,500 Founder Shares. Our
Sponsor, directors and officers do not intend to purchase common stock in the open market or in privately negotiated transactions in
connection with the stockholder vote on the Extension Amendment Proposal and the Trust Amendment Proposal. |
What
vote is required to adopt the proposals? |
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The
approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require
the affirmative vote of holders of at least 65% of the Company’s outstanding shares
of common stock, including the Founder Shares and the Class A common stock included in the
Private Placement Units on the record date.
The
approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. |
What
if I don’t want to vote “FOR” the Extension Amendment Proposal or the Trust Amendment Proposal? |
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If
you do not want the Extension Amendment Proposal or the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote
“AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether
or not you vote on the Extension Amendment Proposal or the Trust Amendment Proposal so long as you elect to redeem your public shares
for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment. If the Extension Amendment
Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn
from the Trust Account and paid to the redeeming holders. |
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What
happens if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? |
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Our
Board will abandon the Extension Amendment and the Trust Amendment if our stockholders do
not approve the Extension Amendment Proposal and the Trust Amendment Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination
by August 16, 2023, in accordance with our charter, we will incur significant cost to extend the Termination Date under the current
terms of the charter or otherwise (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A
common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to
pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely
extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up.
In
the event of a liquidation, our Sponsor, directors and officers will not receive any monies held in the Trust Account as a result
of their ownership of the Founder Shares or Private Placement Units. |
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next? |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will continue to attempt to consummate the Business
Combination until the Extended Date. We expect to seek stockholder approval of the Business Combination. If stockholders approve
the Business Combination, we expect to consummate the Business Combination as soon as possible following such stockholder approval.
Because we have only a limited time to complete our initial business combination, even if we are able to effect the Extension,
our failure to complete the Business Combination within the requisite time period will require us to liquidate or incur significant
cost to extension of the Termination Date under the current terms of the charter. If we liquidate, our public stockholders may
only receive $10.90 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the
combined company. |
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Upon
approval of the Extension Amendment Proposal and the Trust Amendment Proposal by holders of at least 65% of the common stock of the
Company present and entitled to vote as of the record date, we will amend our charter in the form set forth in Annex A hereto to
extend the time it has to complete a business combination until the Extended Date. We will remain a reporting company under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and our units, Class A common stock and public warrants will remain
publicly traded. |
What
happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated the Business Combination
by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A
common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to
pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely
extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account
with respect to our warrants, which will expire worthless in the event of our winding up. |
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What
happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved? |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions
previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants
will remain outstanding and only become exercisable until the later of the completion of our initial business combination and 12
months from the closing of our IPO, provided we have an effective registration statement under the Securities Act covering the shares
of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit
holders to exercise warrants on a cashless basis). |
Am
I able to exercise my redemption rights in connection with the Business Combination? |
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If
you were a holder of common stock as of the close of business on the record date for a meeting to seek stockholder approval of the
Business Combination, you will be able to vote on the business combination. The Special Meeting relating to the Extension Amendment
Proposal and the Trust Amendment Proposal does not affect your right to elect to redeem your public shares in connection with the
Business Combination, subject to any limitations set forth in our charter (including the requirement to submit any request for redemption
in connection with the Business Combination on or before the date that is one business day before the special meeting of stockholders
to vote on the Business Combination). If you disagree with the Business Combination, you will retain your right to redeem your public
shares upon consummation of the Business Combination in connection with the stockholder vote to approve the Business Combination,
subject to any limitations set forth in our charter. |
How
do I attend the meeting? |
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You
will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust
Company at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary,
will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust
Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 1 State
Street Plaza, 30th Floor, New York, New York 10004, or email proxy@continentalstock.com. |
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Stockholders
will also have the option to listen to the Special Meeting by telephone by calling: |
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Within
the U.S. and Canada: +1 800- 450-7155 (toll-free) |
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Outside
of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
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The
passcode for telephone access: 0813523#. You will not be able to vote or submit questions unless you register for and log
in to the Special Meeting webcast as described herein. |
How
do I change or revoke my vote? |
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You
may change your vote by e-mailing a later dated, signed proxy card to proxy@continentalstock.com,
so that it is received by us prior to the Special Meeting or by attending the Special Meeting
online and voting. You also may revoke your proxy by sending a notice of revocation to us,
which must be received by us prior to the Special Meeting.
Please
note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm,
custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting
and vote at the Special Meeting online, you must follow the instructions included with the enclosed proxy card. |
How
are votes counted? |
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Votes
will be counted by the inspector of election appointed for the meeting, who will separately
count “FOR” and “AGAINST” votes and abstentions. The Extension Amendment
Proposal and the Trust Amendment Proposal must be approved by the affirmative vote of holders
of at least 65% of the Company’s outstanding shares of common stock, including the
Founder Shares and the Class A common stock included in the Private Placement Units as of
the record date. Accordingly, a Company stockholder’s failure to vote by proxy or to
vote online at the Special Meeting or an abstention with respect to the Extension Amendment
Proposal or the Trust Amendment Proposal will have the same effect as a vote “AGAINST”
such proposal.
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting
will not be counted towards the number of common stock required to validly establish a quorum, and if a valid quorum is otherwise
established, it will have no effect on the outcome of any vote on the Adjournment Proposal.
Abstentions
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome
of the Adjournment Proposal. |
If
my shares are held in “street name,” will my broker automatically vote them for me? |
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No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street
name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included
on that form regarding how to instruct your broker to vote your shares. |
What
is a quorum requirement? |
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A
quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting
power of our common stock on the record date issued and outstanding and entitled to vote
at the Special Meeting, present in person or represented by proxy, constitute a quorum.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank
or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the
absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the Special
Meeting, 1,755,328 shares of our common stock would be required to achieve a quorum. |
Who
can vote at the Special Meeting? |
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Only
holders of record of our common stock at the close of business on July 20, 2023, are entitled
to have their vote counted at the Special Meeting and any adjournments or postponements thereof.
On this record date, 2,066,150 shares of our Class A common stock and 1,437,500 shares of
our Class B common stock were outstanding and entitled to vote.
Stockholder
of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer
agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may
vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting online, we urge you to
fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but
rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend
the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting
unless you request and obtain a valid proxy from your broker or other agent. |
Does
the Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal? |
|
Yes.
After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment,
the Trust Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders.
The Board recommends that our stockholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal
and the Adjournment Proposal. |
What
interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
|
Our
Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as
a stockholder. These interests include ownership of 1,437,500 Founder Shares and 293,400 Private Placement Units, which would expire
worthless if a business combination is not consummated. See the section entitled “The Extension Amendment Proposal —
Interests of our Sponsor, Directors and Officers.” |
Do
I have appraisal rights if I object to the Extension Amendment Proposal and/or the Trust Amendment Proposal? |
|
Our
stockholders do not have appraisal rights in connection with the Extension Amendment Proposal and/or the Trust Amendment Proposal. |
What
do I need to do now? |
|
We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider
how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy card. |
How
do I vote? |
|
If
you are a holder of record of our common stock, you may vote online at the Special Meeting
or by submitting a proxy for the Special Meeting. Whether or not you plan to attend the Special
Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit
your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed postage paid envelope. You may still attend the Special Meeting and vote online
if you have already voted by proxy.
If
your common stock is held in “street name” by a broker or other agent, you have the right to direct your broker or other
agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the
stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a valid proxy from
your broker or other agent. |
How
do I redeem my shares of Class A common stock? |
|
If
the Extension is implemented, each of our public stockholders may seek to redeem all or a
portion of its public shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable), divided by the number of then outstanding public shares. You will
also be able to redeem your public shares in connection with any stockholder vote to approve
a proposed business combination, or if we have not consummated a business combination by
the Extended Date.
In
order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on August 11, 2023 (two business days before
the Special Meeting) tender your shares physically or electronically and submit a request in writing that we redeem your public shares
for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
Continental
Stock Transfer & Trust Company
1
State Street Plaza, 30th Floor
New
York, New York 10004
Attn:
SPAC Redemptions
E-mail:
spacredemptions@continentalstock.com |
What
should I do if I receive more than one set of voting materials? |
|
You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Company shares. |
Who
is paying for this proxy solicitation? |
|
We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group, LLC to assist
in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor their usual and customary fees.
We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates
against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and
officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any
additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial
business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate
an initial business combination. |
|
|
Who
can help answer my questions? |
|
If
you have questions about the proposals or if you need additional copies of the Proxy Statement
or the enclosed proxy card you should contact our Proxy Solicitor:
Laurel
Hill Advisory Group, LLC
2
Robbins Lane, Suite 201
Jericho,
NY 11753
855-414-2266
Email:
PHP@laurelhill.com
You
may also contact us at:
PHP
VENTURES ACQUISITION CORP.
CT
10-06, Level 10
Corporate
Tower Subang Square
Jalan
SS15/4G
Subang
Jaya
Selangor,
Malaysia
+60
3 5888 8485
You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information.” |
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect
to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements
and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can
identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words or phrases.
The
forward-looking statements contained in this Proxy Statement reflect our current views about future events and are subject to numerous
known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly
from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as
described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ
materially from those set forth or contemplated in the forward-looking statements:
|
● |
our
ability to complete an initial business combination; |
|
|
|
|
● |
the
anticipated benefits of an initial business combination; |
|
|
|
|
● |
the
volatility of the market price and liquidity of our securities; |
|
|
|
|
● |
the
use of funds not held in the Trust Account; and |
|
|
|
|
● |
the
competitive environment in which our successor will operate following the Business Combination. |
While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable law. For a further
discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those
expressed in any forward-looking statement, please see the section entitled “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, and in other reports we file with the SEC. Risks
regarding the Business Combination are also discussed in the Current Report on Form 8-K filed with the SEC on December 8, 2022. You should
not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third
parties making the forward-looking statements).
RISK
FACTORS
You
should carefully consider all of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed
with the SEC on March 31, 2023, the Company’s Form 10-Q for the quarter ended March 31, 2023, and in the other reports we file
with the SEC before making a decision on how to vote on the proposals at the Special Meeting. Furthermore, if any of the following events
occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In
that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties
described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware
of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition
and operating results or result in our liquidation.
There
are no assurances that the Extension will enable us to complete a business combination.
Approving
the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that the Business
Combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety
of factors, many of which are beyond our control. If the Extension is approved, the Company expects to seek stockholder approval of the
Business Combination with Modulex following the SEC declaring a registration statement on Form S-4 effective, which will include our
preliminary proxy statement/prospectus for the Business Combination (the “Form S-4”). The Form S-4 has not been filed with
or declared effective by the SEC, and the Company cannot complete the Business Combination unless the Form S-4 is declared effective.
As of the date of this Proxy Statement, the Company cannot estimate when, or if, the SEC will declare the Form S-4 effective.
We
are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required
to offer stockholders redemption rights again in connection with any stockholder vote to approve the Business Combination. Even if the
Extension or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient
cash to consummate the Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption
periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than in connection with
a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the
open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our
shares at favorable prices, or at all.
We
may be deemed a “foreign person” under the regulations relating to Committee on Foreign Investment in the United States (“CFIUS”)
and our failure to obtain any required approvals within the requisite time period may require us to liquidate.
The
Company’s Sponsor is Global Link Investment LLC, a Delaware limited liability company. The sponsor currently holds 1,349,500 shares
of our Class B Common Stock and 293,400 Private Placement Units, that were purchased by the Sponsor in a private placement which occurred
simultaneously with the completion of the IPO. Members of the Sponsor include certain officers and directors of the Company. The Sponsor
is controlled by one or more non-U.S. persons. While we do believe that either we or our Sponsor constitute a “foreign person”
under CFIUS rules and regulations we do not believe the Business Combination between the Company and Modulex is subject to CFIUS review.
If the Business Combination with Modulex falls within the scope of applicable foreign ownership restrictions, we may be unable to consummate
the Business Combination o we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed
with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination.
If
we were to seek an initial business combination other than the Business Combination, the pool of potential targets with which we could
complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any
government review, whether by CFIUS or otherwise, could be lengthy, which could delay our ability to close our initial business combination
within the requisite time period, which means we may be required to liquidate.
The
SEC issued proposed rules to regulate special purpose acquisition companies that, if adopted, may increase our costs and the time needed
to complete our initial business combination.
With
respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC
issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions
involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving
shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential
liability of certain participants in proposed business combination transactions; and to the extent to which SPACs could become subject
to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule
that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s
duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form,
may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances
under which we could complete an initial business combination.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities
so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination
and instead to liquidate the Company.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction.
Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). The Company would then
be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
If the SPAC Rule Proposals were to go into effect without a provision to allow us to continue to operate, we would be deemed to be an
investment company and would likely liquidate.
Under
current SEC guidance concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not
completed its business combination within 24 months after the effective date of the IPO Registration Statement, would be held to be an
Investment Company unless we change certain ways in which we operate. If we do not make these changes, it is possible that a claim could
be made that we are operating as an unregistered investment company for purposes of the Investment Company Act, we might be forced to
abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required
to liquidate the Company, our investors would not be able to realize the benefits of owning stock in a successor operating business,
including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire
worthless.
To
mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test
of Section 3(a)(1)(A) of the Investment Company Act), we will instruct Continental Stock Transfer & Trust Company, the trustee with
respect to the Trust Account, on July 18, 2023 to liquidate the U.S. government treasury obligations or money market funds held in the
Trust Account and thereafter to hold all funds in the Trust Account in cash items until the earlier of consummation of our Business Combination
or liquidation. As of December 31, 2022, the funds in the Trust Account were held in an interest-bearing demand deposit account.
To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time,
instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash
until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation
of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would
reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
The
funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity
of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions
under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company
(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment
Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the IPO
Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate
the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust
Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation,
we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the
funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result,
any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would
reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
In
addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment
company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market
funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered
an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our
discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold
all funds in the Trust Account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption
or liquidation of the Company.
Since
the Sponsor and our directors and officers will lose their entire investment in us if an initial business combination is not completed,
they may have a conflict of interest in the approval of the proposals at the Special Meeting.
There
will be no distribution from the Trust Account with respect to the Company’s Founder Shares or Private Placement Units or their
respective underlying warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor
and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of 1,437,500 Founder
Shares that were issued to the Sponsor prior to our IPO and 293,400 Private Placement Units that were purchased by the Sponsor in a private
placement which occurred simultaneously with the completion of our IPO. Such persons have waived their rights to liquidating distributions
from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination
is not consummated. Additionally, such persons can earn a positive rate of return after an initial business combination, even if other
holders of our shares experience a negative rate of return, due to the Sponsor having initially purchased the Founder Shares for an aggregate
of $25,000. The personal and financial interests of our Sponsor, directors and officers may have influenced their motivation in identifying
and selecting Modulex for its target business combination and consummating the Business Combination in order to close the Business Combination
and therefore may have interests different from, or in addition to, your interests as a stockholder in connection with the proposals
at the Special Meeting.
In
order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,
or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation
of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2023, the Company has borrowed approximately
$662,787 under such loans.
On
August 5, 2022, we extended the date by which the Company has to consummate a business combination from August 16, 2022, to November
16, 2022, (the “First Extension”). On November 7, 2022, we extended the date by which the Company has to consummate a business
combination from the First Extension date of November 16, 2022 to February 16, 2023 (the “Second Extension”). The Extensions
were part of the two the three-month extensions permitted under the Existing Company Charter. In connection with the First Extension,
the Sponsor deposited an aggregate of $575,000 for each extension (representing $0.10 per public share) into the Trust Account on August
15, 2022, and November 7, 2022. We entered into a Loan and Transfer Agreement dated as of August 8, 2022 (“LTA”), whereby
Red Ribbon Asset Management PLC (“Lender”) advanced to PHP Ventures on behalf of our Sponsor, with agreement to repay the
Lender the total principal amount and interest due and payable at the Closing under the terms of the LTA or, at the sole option of the
Lender, convert up to $1,500,000 of the principal amount due thereunder into PHP Ventures Units at a price of $10.00 per PHP Ventures
Unit. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay
this loan, but no proceeds held in the Trust Account would be used to repay this loan.
We
have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination
is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if
the Business Combination is not completed.
We
and Modulex expect to incur significant transaction and transition costs associated with the Business Combination and operating as a
public company following the closing of the Business Combination. We and Modulex may also incur additional costs to retain key employees.
Certain transaction expenses incurred in connection with the Business Combination Agreement, including all legal, accounting, consulting,
investment banking and other fees, expenses and costs, will be paid by the combined company following the closing of the Business Combination.
Even if the Business Combination is not completed, we have incurred over $1.0 million in expenses in aggregate. These expenses will reduce
the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.
BACKGROUND
We
are a blank check company incorporated in the State of Delaware on April 13, 2021, for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
There
are currently 1,772,750 shares of redeemable Class A common stock, 293,400 shares of non-redeemable Class A common stock and 1,437,500
shares of Class B common stock issued and outstanding. In addition, we issued 293,400 Private Placement Units issued to our Sponsor in
a private placement simultaneously with the consummation of our IPO. As of December 31, 2022, there were 11,500,000 public warrants outstanding.
As of December 31, 2022, there were 5,000,000 Private Placement Warrants outstanding, respectively. Each whole warrant entitles its holder
to purchase one tenth of one share of Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable
on the later 12 months from the closing of our IPO and the date of the completion of our initial business combination and expire five
years after the completion of our initial business combination or earlier upon redemption or liquidation. We have the ability to redeem
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided
that the reported last sale price of our Class A Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the
warrants become exercisable and ending on the third trading day prior to the date on which we give proper notice of such redemption and
provided certain other conditions are met.
A
total of $58,075,000 of the proceeds from our IPO and the simultaneous sale of the Private Placement Units in a private placement transaction
was placed in our Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee,
invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity
of 185 days or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting the conditions
of Rule 2a-7 of the Investment Company Act, until the earlier of: (i) the consummation of a business combination or (ii) the distribution
of the proceeds in the Trust Account as described below.
Approximately
$19,336,016 was held in the Trust Account as of the record date. The mailing address of the Company’s principal executive
office is CT 10-06, Level 10 Corporate Tower Subang Square Jalan SS15/4G Subang Jaya Selangor Malaysia.
Modulex
Business Combination
As
previously announced, we entered into the Business Combination Agreement on December 8, 2022. Pursuant to the Business Combination Agreement,
the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination. For
more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on December 8, 2022.
We
are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently
contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There
can be no assurance, however, that any additional approvals or actions will be obtained. This includes any potential review by a U.S.
government entity, such as CFIUS, on account of certain foreign ownership restrictions on U.S. businesses.
While
we are using our best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be
sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be
able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there
is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before August 16,
2023. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if
our stockholders are otherwise in favor of consummating the Business Combination.
Because
we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to
complete the Business Combination within the requisite time period may require us to liquidate. If we liquidate, our public stockholders
may only receive $10.90 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined
company.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated the Business Combination by the Extended
Date.
THE
EXTENSION AMENDMENT PROPOSAL
The
Company is proposing to amend its charter to extend the date by which the Company has to consummate an initial business combination to
the Extended Date.
The
Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation of the Board’s plan to allow
the Company more time to complete the Business Combination.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination
by August 16, 2023, in accordance with our charter, we will incur significant cost to extend the Termination Date under the current terms
of the charter or otherwise (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common
stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then
on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights
of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in
accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide
for claims of creditors and other requirements of applicable law.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal and
implement the Extension Amendment.
The
Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public
stockholders an opportunity to consider the Business Combination and that it is in the best interests of our stockholders that we obtain
the Extension. The Board believes that the Business Combination will provide significant benefits to our stockholders. For more information
about the Business Combination, see Company’s Current Report on Form 8-K filed with the SEC on December 8, 2022.
A
copy of the proposed amendment to the charter of the Company is attached to this Proxy Statement in Annex A.
Reasons
for the Extension Amendment Proposal
The
Company’s charter provides that the Company has until August 16, 2023, to complete the purposes of the Company. The purpose of
the Extension Amendment is to allow the Company more time to complete its initial business combination and at a lower incremental and
aggregate cost for each Extension.
As
previously announced, we entered into the Business Combination Agreement on December 8, 2022. Pursuant to the Business Combination Agreement,
the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination. While
we are using our best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be
sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be
able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there
is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before August 16,
2023. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if
our stockholders are otherwise in favor of consummating the Business Combination.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination
as soon as possible and in any event on or before the Extended Date.
The
Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of the Company’s outstanding
shares of common stock, including the Founder Shares and the Class A common stock included in the Private Placement Units, is required
to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally,
our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our
corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests
of our stockholders, and because we will not be able to conclude a business combination within the permitted time period, the Board has
determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond August 16, 2023,
to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval
of the Business Combination.
We
believe that the foregoing charter provision was included to protect Company stockholders from having to sustain their investments for
an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.
We also believe that, given the Company’s expenditure of time, effort and money on finding a business combination and our entry
into the Business Combination Agreement with respect to the Business Combination, circumstances warrant providing public stockholders
an opportunity to consider the Business Combination.
If
the Extension Amendment Proposal is Not Approved
Stockholder
approval of the Extension Amendment and the Trust Amendment Proposal are required for the implementation of our Board’s plan to
extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement the
Extension Amendment and the Trust Amendment unless our stockholders approve the Extension Amendment Proposal and the Trust Amendment
Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination
by August 16, 2023, in accordance with our charter, we will incur significant cost to extend the Termination Date under the current terms
of the charter or otherwise (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common
stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then
on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights
of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in
accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide
for claims of creditors and other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
we wind up. In the event of a liquidation, our Sponsor, directors and officers will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares or the Private Placement Units.
If
the Extension Amendment Proposal Is Approved
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will amend its charter in the form set forth
in Annex A hereto to extend the time it has to complete a business combination until the Extended Date. The Company will remain a reporting
company under the Exchange Act and its units, Class A common stock and public warrants will remain publicly traded. The Company will
then continue to work to consummate the Business Combination by the Extended Date.
Notwithstanding
stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
at any time without any further action by our stockholders, subject to the terms of the Business Combination Agreement. We reserve the
right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal and implement
the Extension Amendment. In the event the Special Meeting is cancelled, we will dissolve and liquidate in accordance with the charter.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended
Date.
Redemption
Rights
If
the Extension Amendment Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public
shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who
do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection
with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by
the Extended Date.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED
ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR
TO 5:00 P.M. EASTERN TIME ON August 11, 2023.
In
connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on August 11, 2023 (two business days before the
Special Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company,
1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: SPAC Redemptions, e-mail: spacredemptions@continentalstock.com, or
to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined
based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time
on August 11, 2023 (two business days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable once
the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not
be able to tender their shares after the vote at the Special Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to
pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least
two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the
brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to
make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical
stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on August 11, 2023 (two business days
before the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public
stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder
may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special
Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You
may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares
and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these
shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved.
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
Amendment Proposal would receive payment of the Redemption Price for such shares soon after the completion of the Extension Amendment.
The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or
returned to such stockholders.
If
properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $10.90 at the time of the Special Meeting. The closing
price of the Company’s Class A common stock on the record date was $10.80.
If
you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common stock for cash and will
no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your
stock certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on August 11, 2023 (two business days before
the Special Meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote
to approve the Extension Amendment Proposal would receive payment of the Redemption Price for such shares soon after the completion of
the Extension.
Vote
Required for Approval
The
affirmative vote by holders of at least 65% of the Company’s outstanding shares of common stock present and entitled to vote, including
the Founder Shares and Class A common stock included in the Private Placement Units, is required to approve the Extension Amendment Proposal.
If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination
by August 16, 2023, in accordance with our charter, we will incur significant cost to extend the Termination Date under the current terms
of the charter or otherwise (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common
stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then
on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights
of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in
accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide
for claims of creditors and other requirements of applicable law. Stockholder approval of the Extension Amendment is required for the
implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Therefore,
our Board will abandon and not implement such amendment unless our stockholders approve the Extension Amendment Proposal and the Trust
Amendment Proposal.
Our
Board will abandon and not implement the Extension Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal
and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither
proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, our Board will retain
the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.
The
Sponsor, and our directors and officers, collectively own 1,437,500 Founder Shares that were issued to the Sponsor prior to the Company’s
IPO, and 293,400 Private Placement Units that were purchased by the Sponsor in a private placement that closed simultaneously with the
closing.
Our
Sponsor and all of our directors and officers are expected to vote any common stock owned by them in favor of the Extension Amendment
Proposal. On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote an aggregate of 1,437,500
Founder Shares, representing approximately 69.6% of the Company’s issued and outstanding shares of common stock. Our Sponsor
and directors do not intend to purchase shares of Class A common stock in the open market or in privately negotiated transactions in
connection with the stockholder vote on the Extension Amendment.
Interests
of our Sponsor, Directors and Officers
When
you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers, and members of our Board
and special advisors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include,
among other things:
|
● |
the
fact that our Sponsor holds 1,437,500 Founder Shares, all such securities beneficially owned by our Chief Executive Officer. In addition,
certain of our executive officers have beneficial interests in the Sponsor. All of such investments would expire worthless if a business
combination is not consummated; on the other hand, if a business combination is consummated, such investments could earn a positive
rate of return on their overall investment in the combined company, even if other holders of our common stock experience a negative
rate of return, due to having initially purchased the Founder Shares for $1; |
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the
fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within
the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced
below $10.10 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the
claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for
services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and
all rights to seek access to the Trust Account; and |
|
● |
the
fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the
current members of our Board are expected to continue to serve as directors at least through the date of the special meeting to vote
on a proposed business combination and may even continue to serve following any potential business combination and receive compensation
thereafter. |
See
our Current Report on Form 8-K filed with the SEC on December 8, 2022, for more information about the interests of our Sponsor, directors,
and officers in the Business Combination.
The
Board’s Reasons for the Extension Amendment Proposal and Its Recommendation
As
discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the
best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment
Proposal and recommends that you vote “FOR” such proposal.
Our
charter provides that the Company has until August 16, 2023 to complete the purposes of the Company. As previously announced, we entered
into the Business Combination Agreement on December 8, 2022. Pursuant to the Business Combination Agreement, the parties agreed, subject
to the terms and conditions of the Business Combination Agreement, to effect the Business Combination. While we are using our best efforts
to complete the Business Combination as soon as practicable, the Board believes that there will not be sufficient time before the Termination
Date to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination,
we will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite
our best efforts, be able to complete the Business Combination on or before August 16, 2023. If that were to occur, we would incur significant
expense in completing the Business Combination and would be forced to consider liquidation even if our stockholders are otherwise in
favor of consummating the Business Combination. For more information about the Business Combination, see our Current Report on Form 8-K
filed with the SEC on December 8, 2022.
Our
charter states that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination
before August 16, 2023, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public
shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe
that this charter provision was included to protect the Company stockholders from having to sustain their investments for an unreasonably
long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.
In
addition, the Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of Company’s
outstanding shares of common stock present and entitled to vote, including the Founder Shares and Class A common stock included in the
Private Placement Units, is required to extend our corporate existence, except in connection with, and effective upon the consummation
of, a business combination. We believe that, given the Company’s expenditure of time, effort and money on finding a business combination
and our entry into the Business Combination Agreement with respect to the Business Combination, circumstances warrant providing public
stockholders an opportunity to consider the Business Combination. Because we continue to believe that a Business Combination would be
in the best interests of our stockholders, the Board has determined to seek stockholder approval to extend the date by which we have
to complete a business combination beyond August 16, 2023, to the Extended Date, in the event we cannot consummate the Business Combination
by August 16, 2023.
The
Company is not asking you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination
is approved and completed or the Company has not consummated another business combination by the Extended Date. For more information
about the Business Combination, see our Current Report on Form 8-K filed with the SEC on December 8, 2022.
After
careful consideration of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company
and its stockholders.
Recommendation
of the Board
Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Extension Amendment Proposal.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion is a summary of certain United States federal income tax considerations for holders of our Class A common stock
with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is
based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the regulations promulgated by
the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to
as the “IRS,” and judicial decisions, all as currently in effect and all of which are subject to differing interpretations
or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain
a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal
income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to
special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders
in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates,
partnerships and their partners, and tax-exempt organizations (including private foundations)) and investors that will hold Class A common
stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive
ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes,
investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency
other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of the Class A
common stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject
to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United
States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax.
In addition, this summary is limited to investors that hold our Class A common stock as “capital assets” (generally, property
held for investment) under the Code.
If
a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class
A common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities
of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A common
stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.
WE
URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING
THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S.
Federal Income Tax Considerations to U.S. Holders
This
section is addressed to U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed
for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its Class A common stock
of the Company and is:
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an
individual who is a United States citizen or resident of the United States; |
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a
corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in
or under the laws of the United States, any state thereof or the District of Columbia; |
|
● |
an
estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source;
or |
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a
trust (a) the administration of which is subject to the primary supervision of a United States court and which has one or more United
States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (b) that
has in effect a valid election under applicable Treasury regulations to be treated as a United States person. |
Redemption
of Class A Common Stock
In
the event that a U.S. Holder’s Class A common stock of the Company is redeemed, the treatment of the transaction for U.S. federal
income tax purposes will depend on whether the redemption qualifies as a sale of the Class A common stock under Section 302 of the Code.
Whether the redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by
the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares
both before and after the redemption. The redemption of Class A common stock generally will be treated as a sale of the Class A common
stock (rather than as a distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S.
Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially
equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In
determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S.
Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock
owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest
in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include
Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate
test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption
of Class A common stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively
owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if
either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares
of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance
with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other
stock. The redemption of the Class A common stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion
results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will
result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances.
However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder
in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described
below under “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.”
U.S.
Holders of our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether
the redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.
Gain
or Loss on a Redemption of Class A Common Stock Treated as a Sale
If
the redemption qualifies as a sale of Class A common stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss.
Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A common
stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between
(i) the amount of cash received in such redemption (or, if the Class A common stock is held as part of a unit at the time of the disposition,
the portion of the amount realized on such disposition that is allocated to the Class A common stock based upon the then fair market
values of the Class A common stock and the one-half of one warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax
basis in its Class A common stock so redeemed. A U.S. Holder’s adjusted tax basis in its Class A common stock generally will equal
the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of Class A common
stock or the U.S. Holder’s initial basis for Class A common stock upon exercise of a whole warrant) less any prior distributions
treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced
rate. The deduction of capital losses is subject to limitations.
Taxation
of Distributions
If
the redemption does not qualify as a sale of Class A common stock, the U.S. Holder will be treated as receiving a distribution. In general,
any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid
from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions
in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce
(but not below zero) the U.S. Holder’s adjusted tax basis in our Class A common stock. Any remaining excess will be treated as
gain realized on the sale or other disposition of the Class A common stock and will be treated as described under “U.S. Federal
Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Class A common stock Treated as a Sale.”
Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite
holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a
non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate.
U.S.
Federal Income Tax Considerations to Non-U.S. Holders
This
section is addressed to Non-U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed
for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems
its Class A common stock of the Company and is not a U.S. Holder.
Redemption
of Class A Common Stock
The
characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A common stock generally
will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A common
stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders.”
Non-U.S.
Holders of our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether
the redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.
Gain
or Loss on a Redemption of Class A Common Stock Treated as a Sale
If
the redemption qualifies as a sale of Class A common stock, a Non-U.S. Holder generally will not be subject to United States federal
income or withholding tax in respect of gain recognized on a sale of its Class A common stock of the Company, unless:
|
● |
the
gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under
certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S.
Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the redemption,
and a corporate Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable
income tax treaty); |
|
● |
the
Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the redemption
takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s
net capital gain for the year; or |
|
● |
we
are or have been a “U.S. real property holding corporation” for United States federal income tax purposes at any time
during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Class
A common stock, and, in the case where shares of our Class A common stock are regularly traded on an established securities market,
the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A common stock at any time within the shorter
of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Class A common
stock. We do not believe we are or have been a U.S. real property holding corporation. |
Taxation
of Distributions
If
the redemption does not qualify as a sale of Class A common stock, the Non-U.S. Holder will be treated as receiving a distribution. In
general, any distributions we make to a Non-U.S. Holder of shares of our Class A common stock, to the extent paid out of our current
or accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends for
U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct
of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate
of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides
proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as
reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and, to the extent
such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the
Class A common stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S. Holders —
Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock.” Dividends we pay to a Non-U.S. Holder
that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will
not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements.
Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated
individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable
income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a
“branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
As
previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information
purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you
to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any
U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the
Extension Amendment Proposal.
THE
TRUST AMENDMENT PROPOSAL
The
Trust Amendment
The
proposed Trust Amendment would amend our existing Trust Agreement, dated as of August 16, 2021, by and between the Company and Continental
Stock Transfer & Trust Company (the “Trustee”), (i) allowing the Company to extend the business combination period from
August 16, 2023 to not later than August 16, 2024 in a series of up to twelve (12) one-month extensions (the “Trust
Amendment”) and (ii) updating certain defined terms in the Trust Agreement. A copy of the proposed Trust Amendment is attached
to this Proxy Statement as Annex B. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete
description of its terms.
Reasons
for the Trust Amendment
The
purpose of the Trust Amendment is to give the Company the right to extend the business combination period from August 16, 2023, to not
later than August 16, 2024, in a series of up to twelve (12) one-month extensions, and to update certain defined terms
in the Trust Agreement.
The
Company’s current Trust Agreement provides that the Company has until 18 months after the closing of the IPO, and such later day
as may be approved by the Company’s stockholders in accordance with the Company’s Amended and Restated Certificate to terminate
the Trust Agreement and liquidate the Trust Account. The Trust Amendment will make it clear that the Company has until the Extended Termination
Date, as defined in the Extension Amendment, to terminate the Trust Agreement and liquidate the Trust Account. The Trust Amendment also
ensures that certain terms and definitions as used in the Trust Agreement are revised and updated according to the Extension Amendment.
If
the Trust Amendment is not approved and we do not consummate an initial Business Combination by August 16, 2023 (subject to the requirements
of law), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds (less up to $100,000 of
the net interest to pay dissolution expenses) in such account to the public stockholders, and our warrants to purchase common stock will
expire worthless.
If
the Trust Amendment Is Approved
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex
B hereto will be executed and the Trust Account will not be disbursed except in connection with our completion of the Business Combination
or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company
will then continue to attempt to consummate a business combination until the applicable Extended Termination Date or until the Company’s
Board of Directors determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable
Extended Termination Date and does not wish to seek an additional extension.
Vote
Required for Approval
The
affirmative vote of holders of at least 65% of the Company’s outstanding shares of common stock present and entitled to vote is
required to approve the Trust Amendment. Broker non-votes, abstentions or the failure to vote on the Trust Amendment will have the same
effect as a vote “AGAINST” the Trust Amendment.
Our
Board will abandon and not implement the Trust Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal
and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither
proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, our Board will retain
the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.
Our
Sponsor and all of our directors and officers are expected to vote any common stock owned by them in favor of the Trust Amendment Proposal.
On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote an aggregate of 1,437,500 Founder
Shares, representing approximately 69.6% of the Company’s issued and outstanding shares of common stock. Our Sponsor and directors
do not intend to purchase shares of Class A common stock in the open market or in privately negotiated transactions in connection with
the stockholder vote on the Trust Amendment.
You
are not being asked to vote on any business combination at this time. If the Trust Amendment is implemented and you do not elect to redeem
your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and
the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and
completed (as long as your election is made at least two (2) business days prior to the meeting at which the stockholders’ vote
is sought) or the Company has not consummated the business combination by the Extended Termination Date.
Recommendation
of the Board
OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.
THE
ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation
of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. In no event will our
Board adjourn the Special Meeting beyond August 16, 2023.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
and the Trust Amendment Proposal.
Vote
Required for Approval
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person
or by proxy at the Special Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by
proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be
counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment
Proposal.
Recommendation
of the Board
Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.
THE
SPECIAL MEETING
Overview
Date,
Time and Place. The Special Meeting of the Company’s stockholders will be held at 8:00 a.m. Eastern Time on August 15,
2023, as a virtual meeting. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast
available at https://www.cstproxy.com/phpventuresacquisition/2023. If you plan to attend the virtual online Special Meeting, you
will need your 12-digit control number to vote electronically at the Special Meeting. The meeting will be held virtually over the internet
by means of a live audio webcast. Only stockholders who own shares of our common stock as of the close of business on the record date
will be entitled to attend the virtual meeting.
To
register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.
If
your shares are registered in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to https://www.cstproxy.com/phpventuresacquisition/2023
and enter the control number you received on your proxy card and click on the “Click here” to preregister for the online
meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using
your control number. Pre-registration is recommended but is not required in order to attend.
Beneficial
stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative
at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy
to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number
that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent, a beneficial
holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders
should contact our transfer agent no later than 72 hours prior to the meeting date.
Stockholders
will also have the option to listen to the Special Meeting by telephone by calling:
|
● |
Within
the U.S. and Canada: +1 800-450-7155 (toll-free) |
|
● |
Outside
of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
The
passcode for telephone access: 0813523#. You will not be able to vote or submit questions unless you register for and log in
to the Special Meeting webcast as described herein.
Voting
Power; record date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the Company’s
Class A common stock at the close of business on July 20, 2023, the record date for the Special Meeting. You will have one vote per proposal
for each share of the Company’s common stock you owned at that time. The Company’s warrants do not carry voting rights.
Votes
Required. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders
of at least 65% of the Company’s outstanding shares of common stock present and entitled to vote on the record date, including
the Founder Shares and the Class common stock included in the Private Placement Units. If you do not vote or if you abstain from voting
on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as
“AGAINST” votes.
At
the close of business on the record date of the Special Meeting, there were 2,066,150 shares of Class A common stock, including 293,400 shares of non-redeemable Class A common stock, and 1,437,500 shares
of Class B common stock outstanding, each of which entitles its holder to cast one vote per proposal.
If
you do not want the Extension Amendment Proposal or the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST”
such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the
Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust
Account in connection with the Extension Amendment Proposal. The Company anticipates that a public stockholder who tenders shares for
redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the Redemption Price for
such shares soon after the completion of the Extension Amendment Proposal.
Proxies;
Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to stockholders
at the Special Meeting. The Company has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the Special
Meeting. No recommendation is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person
or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Special Meeting if you are
a holder of record of the Company’s common stock. You may contact the Proxy Solicitor at Laurel Hill Advisory Group, LLC, 2 Robbins
Lane, Suite 201, Jericho, NY 11753, 855-414-2266, email: PHP@laurelhill.com.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of the Company’s common stock as of the record date based
on information obtained from the persons named below, with respect to the beneficial ownership of shares of the Company’s common
stock, by:
|
● |
each
person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
|
● |
each
of our executive officers and directors that beneficially owns shares of common stock; and |
|
● |
all
our officers and directors as a group. |
As
of the record date, there were shares of Class A common stock and 1,437,500 shares of Class B common stock issued and outstanding. Unless
otherwise indicated, all persons named in the table have sole voting and investment power with respect to all common stock beneficially
owned by them.
| |
Class A Common Stock | | |
Class B Common Stock | | |
Approximate | |
Name and Address of Beneficial Owner | |
Number of Shares Beneficially Owned | | |
Approximate Percentage of Class | | |
Number of Shares Beneficially Owned | | |
Approximate Percentage of Class | | |
Percentage of Outstanding Common Stock | |
Global Link Investment LLC (1) | |
| — | | |
| — | | |
| 1,349,500 | | |
| 93.87 | % | |
| — | |
Marcus Ngoh (2) | |
| — | | |
| — | | |
| 20,000 | | |
| 1.39 | % | |
| — | |
Garry Richard Stein (3) | |
| — | | |
| — | | |
| 60,000 | | |
| 4.17 | % | |
| — | |
Antony Gordon (4) | |
| — | | |
| — | | |
| 3,000 | | |
| * | | |
| — | |
Khye Wang Phoon (5) | |
| — | | |
| — | | |
| 2,500 | | |
| * | | |
| — | |
Donald Nnamdi Anih, Esq. (6) | |
| — | | |
| — | | |
| 2,500 | | |
| * | | |
| — | |
All officers and directors as a group | |
| — | | |
| — | | |
| 1,437,500 | | |
| 100 | % | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
5% Stockholders | |
| | | |
| | | |
| | | |
| | | |
| | |
Yakira Partners, L.P. (7) | |
| 330,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Polar Asset Management Partners Inc. (8) | |
| 300,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Wolverine Asset Management, LLC(9) | |
| 99,737 | | |
| — | | |
| — | | |
| — | | |
| — | |
Karpus Investment Management (10) | |
| 369,460 | † | |
| — | | |
| — | | |
| — | | |
| — | |
Saba Capital Management, L.P. (11) | |
| 550,000 | † | |
| — | | |
| — | | |
| — | | |
| — | |
Mizuho Financial Group, Inc. (12) | |
| 394,688 | † | |
| — | | |
| — | | |
| — | | |
| — | |
ATW SPAC Management LLC (13) | |
| 450,000 | † | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
* |
Less
than 1% |
|
|
† |
The
most recent Schedule 13G or 13G/A on file with the SEC is dated in either 2022 or 2021 and may not accurately reflect current holdings. |
|
|
(1) |
Global
Link Investment LLC, our sponsor, is the holder of record of the securities reported herein. Marcus Choo Yeow Ngoh, our Chairman
and Chief Executive Officer, is the manager and member and Garry Richard Stein is a member of our sponsor. By virtue of this relationship,
Mr. Ngoh and Mr. Stein may be deemed to share beneficial ownership of the securities held of record by our sponsor. Mr. Ngoh and
Mr. Stein each disclaims any such beneficial ownership except to the extent of his pecuniary interest. The business address of each
of these entities and individuals is CT 10-06, Level 10, Corporate Tower Subang Square, Jalan SS15/4G, Subang Jaya, Selangor, Malaysia.
|
|
|
(2) |
On
May 26, 2021, our sponsor, Global Link Investment LLC, transferred 20,000 shares Class B Common Stock to Mr. Ngoh. |
(3) |
On
May 26, 2021, our sponsor, Global Link Investment LLC, transferred 6,000 shares Class B Common Stock to Mr. Stein. Additionally,
pursuant to a Securities Transfer Agreement dated January 23, 2023, Red Ribbon Asset Management PLC transferred 50,000 shares Class
B Common Stock to Mr. Stein. Finally, pursuant to a Securities Transfer Agreement dated March 21, 2023, Low Ban Chai transferred
4,000 shares of Class B Common Stock to Mr. Stein. |
|
|
(4) |
The
securities reported herein are held of record by Legacy Royals. LLC, which is controlled by Mr. Antony Gordon. |
|
|
(5) |
On
May 26, 2021, our sponsor, Global Link Investment LLC, transferred 2,500 shares Class B Common Stock to Mr. Phoon. |
|
|
(6) |
On
May 26, 2021, our sponsor, Global Link Investment LLC, transferred 2,500 shares Class B Common Stock to Mr. Anih. |
|
|
(7) |
According
to a Schedule 13G filed with the SEC on March 20, 2023 on behalf of Yakira Partners, L.P., Yakira Enhanced Offshore Fund Ltd., and
MAP 136 Segregated Portfolio. Yakira Partners, L.P. is the beneficial owner of 22,633 shares of Class A Common Stock, Yakira Enhanced
Offshore Fund Ltd. is the beneficial owner of 1,811 shares of Class A Common Stock and MAP 136 Segregated Portfolio is the beneficial
owner of 305,556 shares of Class A Common Stock. The business address of these stockholders is 1555 Post Road East, Suite 202, Westport,
CT 06880. |
|
|
(8) |
According
to a Schedule 13G filed with the SEC on March 10, 2023 on behalf of Polar Asset Management Partners Inc., which serves as the investment
advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company with respect to the securities reported herein which
are directly held by Polar Multi-Strategy Master Fund. The business address of this stockholder 16 York Street, Suite 2900, Toronto,
ON, Canada M5J 0E6. |
|
|
(9) |
According
to a Schedule 13G filed with the SEC on February 3, 2023 on behalf of Wolverine Asset Management, LLC, Wolverine Holdings, L.P.,
Wolverine Trading Partners, Inc., Christopher L. Gust and Robert R. Bellick. The business address of these stockholders is 175 West
Jackson Blvd., Suite 340, Chicago, IL 60604. |
|
|
(10) |
According
to a Schedule 13G filed with the SEC on April 8, 2022 on behalf of Karpus Management, Inc., d/b/a Karpus Investment Management, the
business address of this stockholder is 183 Sully’s Trail, Pittsford, New York 14534. |
|
|
(11) |
According
to a Schedule 13G filed with the SEC on February 14, 2022 on behalf of Saba Capital Management, L.P., a Delaware limited partnership,
Saba Capital Management GP, LLC, a Delaware limited liability company, and Mr. Boaz R. Weinstein. The business address of these stockholder
is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
|
|
(12) |
According
to a Schedule 13G filed with the SEC on February 14, 2022 on behalf of Mizuho Financial Group, Inc., the business address of this
stockholder is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan. |
|
|
(13) |
According
to a Schedule 13G filed with the SEC on September 13, 2021 on behalf of ATW SPAC Management LLC and Antonio Ruiz-Gimenez, the business
address of this stockholder is 7969 NW 2nd Street, #401, Miami, Florida 33126. |
STOCKHOLDER
PROPOSALS
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we anticipate that the 2023 annual meeting of stockholders
will be held no later than December 31, 2023.
Our
bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders
at a meeting. Notice of a nomination or proposal must be delivered to us not later than the close of business on the 90th day nor earlier
than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the
meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on
the 10th day following the day on which public announcement of the date of the annual meeting is first made by us. Accordingly, for our
2023 Annual Meeting, assuming the meeting is held on or about December 31, 2023, notice of a nomination or proposal must be delivered
to us no later than October 2, 2023 and no earlier than September 2, 2023. Nominations and proposals also must satisfy other requirements
set forth in the bylaws. The Chairman of the Board may refuse to acknowledge the introduction of any stockholder proposal not made in
compliance with the foregoing procedures.
HOUSEHOLDING
INFORMATION
Unless
we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders
reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the
volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive
multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions
described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive
only a single set of our disclosure documents, the stockholders should follow these instructions:
|
● |
If
the shares are registered in the name of the stockholder, the stockholder should contact us at +60 3 5888 8485 to inform us of his
or her request; or |
|
● |
If
a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly. |
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC
filings, including this Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.
If
you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special
Meeting, you should contact the Company’s proxy solicitation agent at the following address, telephone number and email:
Laurel
Hill Advisory Group, LLC
2
Robbins Lane, Suite 201
Jericho,
NY 11753
855-414-2266
Email:
PHP@laurelhill.com
You
may also obtain these documents by requesting them from the Company at:
PHP
VENTURES ACQUISITION CORP.
CT 10-06, Level 10
Corporate
Tower Subang Square
Jalan
SS15/4G
Subang
Jaya
Selangor,
Malaysia
+60
3 5888 8485
If
you are a stockholder of the Company and would like to request documents, please do so by August 11, 2023, in order to receive them before
the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt
means.
ANNEX
A
THE
PROPOSED
SECOND
AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
PHP
VENTURES ACQUISITION CORP.
SECOND
AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
PHP VENTURES ACQUISITION CORP.
August 15, 2023
PHP
Ventures Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY AS FOLLOWS:
| 1. | The
name of the Corporation is “PHP Ventures Acquisition Corp.” The original certificate
of incorporation of the Corporation was filed with the Secretary of State of the State of
Delaware on April 13, 2021 (the “Original Certificate”). |
| 2. | The
Amended and Restated Certificate of Incorporation, which both restates and amends the provisions
of the Original Certificate, was duly adopted in accordance with Sections 228, 242 and 245
of the General Corporation Law of the State of Delaware, as amended from time to time (the
“DGCL”) and filed with Secretary of State of the State of Delaware on August
12, 2021. |
| 3. | The
First Amendment to the Amended and Restated Certificate of Incorporation, was duly adopted
in accordance with Sections 228, 242 and 245 of the DGCL and filed with Secretary of State
of the State of Delaware on March 22, 2023. |
| 4. | This
Second Amendment to the Amended and Restated Certificate (this “Certificate”),
was duly adopted in accordance with Sections 228, 242 and 245 of the DGCL. |
| 5. | The
following Section 9.1(b)(iii) is hereby incorporated into the text of Section 9.1(b) to read
as follows: |
“(iii)
Provided that the period of time to consummate a Business Combination has been extended as contemplated in Section 9.1(b)(i) and (ii)
and the Corporation has not consummated an Initial Business Combination, the Board may elect to further extend the time to consummate
an initial Business Combination for up to an additional twelve (12) one-month extensions at a price which shall be the lesser
of (x) $40,000 or (y) $0.04 per share per month, for an aggregate of up to twelve additional months (or a total of 18 additional
months when combined with the extensions contemplated in Section 9.1(b)(i) and (ii) above), provided that (i) the Sponsor (or its affiliates
or permitted designees) will deposit, by the Deadline Date in effect prior to such extension, into the Trust Account the lesser of (x)
$40,000 or (y) $0.04 per share for each Offering Share outstanding as of three Business Days prior to such Deadline Date for each
such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination.”
6.
This Certificate shall be effective as of August 15, 2023 following its filing with the Secretary of State of Delaware.
IN
WITNESS WHEREOF, PHP Ventures Acquisition Corp. has caused this Certificate to be duly executed and acknowledged in its name and on its
behalf by an authorized officer as of the date first set forth above.
|
By: |
/s/ |
|
Name: |
Marcus
Choo Yeow Ngoh |
|
Title: |
Chief
Executive Officer |
ANNEX
B
FORM
OF AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
AMENDMENT
NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 15, 2023,
by and between PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock
Transfer & Trust Company, a New York corporation (the “Trustee” and together with the Company, the “Parties”).
Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such
terms in the Original Agreement (as defined below).
WHEREAS,
on August 16, 2021, the Company consummated its initial public offering of units of the Company (the “Units”),
each of which is composed of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A
Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
share of Class A Common Stock of the Company (such initial public offering hereinafter referred to as the “Offering”);
WHEREAS,
$57,500,000 of the gross proceeds of the Offering and sale of the private placement warrants were delivered to the Trustee to be deposited
and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of shares of Class
A Common Stock included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of
August 16, 2021, by and between the Company and the Trustee (the “Original Agreement”);
WHEREAS,
as of December 30, 2022 the Parties entered into Amendment No. 1 to the Investment Management Trust Agreement, which (i) extended the
date before which the Company must complete a business combination from February 16, 2023 to August 16, 2023 (or such earlier date after
February 16, 2023 as determined by the Company’s board of directors) and (ii) extended the date on which the Trustee must liquidate
the Trust Account if the Company has not completed its initial business combination from February 16, 2023 to August 16, 2023 (or such
earlier date after February 16, 2023 as determined by the Company’s board of directors) (the “Amended Agreement”);
WHEREAS,
the Company has sought the approval of the holders of its Class A Common Stock and holders of its Class B Common Stock, par value $0.0001
per share (the “Class B Common Stock”), at a Special Meeting held on August 15, 2023 to: (i) extend the date
before which the Company must complete a business combination from August 16, 2023 to August 16, 2024 (or such earlier date after
August 16, 2023 as determined by the Company’s board of directors) (the “Extension Amendment”)
and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business
combination from August 16, 2023 to August 16, 2024 (or such earlier date after August 16, 2023 as determined by the
Company’s board of directors) (the “Trust Amendment”);
WHEREAS,
holders of 65% of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single
class, approved the Extension Amendment, and the Trust Amendment; and
WHEREAS,
the Parties desire to amend the Amended Agreement to, among other things, reflect amendments to the Amended Agreement contemplated by
the Trust Amendment.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Amendments to Trust Agreement.
1.1.
The sixth recital of the Original Agreement is hereby amended and restated to read in its entirety as follows:
WHEREAS,
if a Business Combination (as defined herein) is not consummated within the initial 12-month period following the closing of the Offering,
upon the request of the Company’s sponsor (the “Sponsor”), the Company may extend such period by (2) two extensions
of three months, 6 months in the aggregate, by depositing $575,000 per Extension into the Trust Account no later than the 12-month anniversary
of the Offering for the first Extension and the 15-month anniversary of the Offering for the second Extension (each, an “Applicable
Deadline”), as applicable, in exchange for which they will receive promissory notes; the Company may then extend by up to an additional
six (6) one-month extensions at a price of $0.0525 per share per month, for up to a maximum of six months in the aggregate for all of
the 1-month extensions; the Company may further extend by up to an additional twelve (12) one-month extensions at a price of the
lesser of (x) $40,000 or (y) $0.04 per share per month, for up to a maximum of twelve months in the aggregate for all of
the 1-month extension (resulting in twenty-four months in the aggregate for all of the extensions and thirty-six months
from the Offering), subject to the Sponsor or its affiliates or permitted designees depositing into the Trust Account no later than the
last day of the previous extension the lesser of (x) $40,000 or (y) $0.04 per share for each share of the Company’s Class
A Common Stock that was included in the Units issued in the Offering and that remains outstanding as of the date that is five business
days prior to the end of the previous extension, in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory
note for each extension payable upon consummation of a Business Combination;
Signatures
on following page.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
|
CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY,
as
Trustee |
|
|
|
|
By: |
|
|
Name: |
Francis
Wolf |
|
Title: |
Vice
President |
|
|
|
|
PHP
VENTURES ACQUISITION CORP. |
|
|
|
|
By: |
|
|
Name: |
Marcus
Choo Yeow Ngoh |
|
Title: |
Chief
Executive Officer |
PHP
Ventures Acquisition Corp.
CT 10-06, Level 10
Corporate
Tower Subang Square
Jalan
SS15/4G
Subang
Jaya
Selangor,
Malaysia
+60
3 5888 8485
SPECIAL
MEETING OF STOCKHOLDERS
AUGUST
15, 2023
YOUR
VOTE IS IMPORTANT
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR
THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 15, 2023
The
undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice dated August 1, 2023 and
Proxy Statement, dated July 31, 2023, in connection with the special meeting to be held at 8:00 a.m. on August 15, 2023 as a virtual
meeting (the “Special Meeting”) for the sole purpose of considering and voting upon the following proposals, and hereby appoints
Marcus Choo Yeow Ngoh and Garry Richard Stein (with full power to act alone), the attorneys and proxies of the undersigned, with full
power of substitution to each, to vote all shares of common stock of the Company registered in the name provided, which the undersigned
is entitled to vote at the Special Meeting and at any adjournments thereof, with all the powers the undersigned would have if personally
present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as
follows on the proposals set forth in the accompanying Proxy Statement.
THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
THE EXTENSION AMENDMENT PROPOSAL (PROPOSAL 1), “FOR” THE TRUST AMENDMENT PROPOSAL (PROPOSAL 2), AND “FOR” THE
ADJOURNMENT PROPOSAL (PROPOSAL 3), IF PRESENTED.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on August 15, 2023: This
notice of meeting and the accompanying proxy statement are available at https://www.cstproxy.com/phpventuresacquisition/2023.
Proposal
1 — Extension Amendment Proposal |
FOR |
AGAINST |
ABSTAIN |
Amend
the Company’s Amended and Restated Certificate to extend the date by which the Company has to complete a business combination
from August 16, 2023 to August 16, 2024, or such earlier date as determined by the Board of Directors, in a series of up to
twelve (12) one-month extensions, which we refer to as the “Extension Amendment Proposal.” |
☐ |
☐ |
☐ |
Proposal
2 — Trust Amendment Proposal |
FOR |
AGAINST |
ABSTAIN |
Amend
the Company’s Investment Management Trust Agreement, dated as of August 16, 2021, by and between the Company and Continental
Stock Transfer & Trust Company, (i) allowing the Company to extend the business combination period from August 16, 2023 to August
16, 2024 in a series of up to twelve (12) one-month extensions, and (ii) updating certain defined terms in the Trust Agreement,
which we refer to as the “Trust Amendment Proposal.”. |
☐ |
☐ |
☐ |
Proposal
3 — Adjournment Proposal |
FOR |
AGAINST |
ABSTAIN |
Approve
the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
and the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal.” |
☐ |
☐ |
☐ |
|
Dated: _____________,2023 |
|
|
|
|
Stockholder’s
Signature |
|
|
|
|
|
|
|
|
Stockholder’s
Signature |
|
Signature
should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of
attorney.
PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE
PROPOSAL SET FORTH IN PROPOSAL 1, “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 2, AND “FOR” THE PROPOSAL SET FORTH
IN PROPOSAL 3, IF SUCH PROPOSAL IS PRESENTED AT THE SPECIAL MEETING. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
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