Current Report Filing (8-k)
31 Mai 2023 - 11:01PM
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2023-05-26
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 26,
2023
PHP
Ventures Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-40696 |
|
86-3368971 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
CT
10-06, Level 10
Corporate
Tower Subang Square
Jalan
SS15/4G
Subang
Jaya
47500
Selangor, Malaysia
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code +60
3
5888 8485
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Units,
each consisting of one share of Class A Common Stock, one-half
of one redeemable warrant, and one right to acquire one-tenth of one share of Class A common stock |
|
PPHPU |
|
The
Nasdaq
Stock Market LLC |
| Class
A Common Stock, $0.0001 par value per share |
|
PPHP |
|
The
Nasdaq
Stock Market LLC |
| Rights,
exchangeable into one-tenth of one share of Class A common stock |
|
PPHPR |
|
The
Nasdaq
Stock Market LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
PPHPW |
|
The
Nasdaq
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed in the Notification of Late Filing on Form 12b-25 filed on May 15, 2023 and the Current Report filed on Form 8-K
filed on May 23, 2023 by PHP Ventures Acquisition Corp. (the “Company”) with the Securities Exchange Commission, the Company
had determined that it required additional time to complete its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the
“Q1 2023 Form 10-Q”) and expected to receive a notice from the Listing Qualifications Department of The NASDAQ Stock Market
LLC (“NASDAQ”) that the Company is not in compliance with NASDAQ Listing Rules. The Company received such notice (the “Compliance
Letter”) on May 26, 2023, which has no immediate effect on the listing or trading of the Company’s securities on the NASDAQ
Capital Market.
As
previously reported on Form 8-K filed with the SEC on April 26, 2023, the Company received a notice (the “Initial Compliance Letter”)
on April 22, 2023, with respect to the failure to pay certain fees (the “Delinquency Fees”) which has no immediate effect
on the listing or trading of the Company’s securities on the NASDAQ Capital Market. Pursuant to the Compliance Letter, by June
21, 2023 (60 calendar days from the date of the Initial Compliance Letter) the Company is required to submit a plan to regain compliance
with NASDAQ’s filing requirements for continued listing. The Company has wired the funds to NASDAQ as required and expects that
will clear that deficiency.
The
Company anticipates that it will file the Q1 2023 Form 10-Q prior to June 20, 2023, eliminating the applicability of the submission of
a formal plan to regain compliance.
Item
9.01. Exhibits.
Exhibit
Number |
|
Description
of Exhibit |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
PHP
VENTURES ACQUISITION CORP. |
| |
|
|
| Date:
May 31, 2023 |
By: |
/s/
Marcus Choo Yeow Ngoh |
| |
|
Marcus
Choo Yeow Ngoh |
| |
|
Chief
Executive Officer |
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