PHP VENTURES ACQUISITION CORP. References to the "Company," "us," "our" or "we" refer to
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Form
10-Q including, without limitation, statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward- looking statements. When used in
this Form 10-Q, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or the Company's
management, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and
information currently available to, the Company's management. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in our filings with the
Overview
The Company is a blank check company formed under the laws of the
The issuance of additional shares in connection with an initial Business Combination to the owners of the target or other investors:
? may significantly dilute the equity interest of investors, which dilution
would increase if the anti-dilution provisions in the Class B common stock
resulted in the issuance of Class A common stock on a greater than one -to-one
basis upon conversion of the Class B common stock;
? may subordinate the rights of holders of our common stock if preferred stock
is issued with rights senior to those afforded our common stock;
? could cause a change in control if a substantial number of shares of our
common stock is issued, which may affect, among other things, our ability to
use our net operating loss carry forwards, if any, and could result in the
resignation or removal of our present officers and directors;
? may have the effect of delaying or preventing a change of control of us by
diluting the stock ownership or voting rights of a person seeking to obtain
control of us; and
? may adversely affect prevailing market prices for our Class A common stock
and/or warrants.
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Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
? default and foreclosure on our assets if our operating revenues after an
initial Business Combination are insufficient to repay our debt obligations;
? acceleration of our obligations to repay the indebtedness even if we make all
principal and interest payments when due if we breach certain covenants that
require the maintenance of certain financial ratios or reserves without a
waiver or renegotiation of that covenant;
? our immediate payment of all principal and accrued interest, if any, if the
debt security is payable on demand;
? our inability to obtain necessary additional financing if the debt security
contains covenants restricting our ability to obtain such financing while the
debt security is outstanding;
? our inability to pay dividends on our common stock;
? using a substantial portion of our cash flow to pay principal and interest on
our debt, which will reduce the funds available for dividends on our common
stock if declared, our ability to pay expenses, make capital expenditures and
acquisitions, and fund other general corporate purposes;
? limitations on our flexibility in planning for and reacting to changes in our
business and in the industry in which we operate;
? increased vulnerability to adverse changes in general economic, industry and
competitive conditions and adverse changes in government regulation;
? limitations on our ability to borrow additional amounts for expenses, capital
expenditures, acquisitions, debt service requirements, and execution of our
strategy; and
? other purposes and other disadvantages compared to our competitors who have
less debt.
We expect to continue to incur significant costs in the pursuit of our initial Business Combination plans. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception to
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For the period from
Liquidity and Capital Resources
On
Simultaneously with the consummation of the closing of the Offering, the Company
consummated the private placement of an aggregate of 270,900 units (the "Private
Placement Units") to
Subsequently, on
Simultaneously with the exercise of the overallotment, the Company consummated
the Private Placement of an additional 22,500 Private Placement Units to
Transaction costs of the Initial Public Offering with the exercise of the
overallotment amounted to
As of
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
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If the Company anticipates that it may not be able to consummate its initial
business combination within 12 months, the Company may, by resolution of our
board if requested by our sponsor, extend the period of time to consummate a
business combination up to two times, each by an additional three months (for a
total of up to 18 months to complete a business combination), subject to the
sponsor depositing additional funds into the trust account as set out below.
Public stockholders, in this situation, will not be offered the opportunity to
vote on or redeem their shares. Pursuant to the terms of our certificate of
incorporation and the trust agreement to be entered into between us and
Going Concern Consideration
The Company expects to incur significant costs in pursuit of its financing and
acquisition plans. In connection with the Company's assessment of going concern
considerations in accordance with Accounting Standards Update ("ASU") 2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," management has determined that if the Company is unsuccessful in
consummating an initial business combination within the prescribed period of
time from the closing of the IPO, the requirement that the Company cease all
operations, redeem the public shares and thereafter liquidate and dissolve
raises substantial doubt about the ability to continue as a going concern. The
balance sheet does not include any adjustments that might result from the
outcome of this uncertainty. Management has determined that the Company has
funds that are sufficient to fund the working capital needs of the Company until
the consummation of an initial business combination or the winding up of the
Company as stipulated in the Company's amended and restated memorandum of
association. The accompanying financial statement has been prepared in
conformity with generally accepted accounting principles in
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Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities. Commencing on the date of the prospectus
and until completion of the Company's Business Combination or liquidation, the
Company may reimburse
The Underwriter was paid a cash underwriting fee of 2.0% of gross proceeds of
the Public Offering, or
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