PHP Ventures Acquisition : Material Event - Form 8-K

Item 8.01 Other Events.

On February 13, 2024, PHP Ventures Acquisition Corp., a Delaware Corporation (the "Company"), received a written request (the "Request") from The Nasdaq Stock Market ("Nasdaq") asking for an update on the status of the $2.5 million fund-raising needed to complete its initial business combination pursuant to the Business Combination Agreement dated as of December 8, 2022 (the "Business Combination Agreement") by and among the Company, Modulex Modular Buildings Plc, a company incorporated in England and Wales ("Modulex") and Modulex Merger Sub, an exempted company formed in the Cayman Islands and wholly-owned subsidiary of Modulex ("Merger Sub"). Pursuant to the Business Combination Agreement, which is structured as a target-on-top merger, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (the "Business Combination"), and the timeline for such Business Combination. As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the "Transactions"), the Company will become a wholly-owned subsidiary of Modulex, with the securityholders of the Company becoming securityholders of Modulex on a post-Transactions basis (the "Combined Company").

On March 8, 2024, the Company submitted its response to such Request with the following updates:

The Company is currently in final negotiations on its initial bridge financing for pre-transaction funding. Additionally, the Company has indicated current negotiations below for additional sources of financing:

	●	The Company has received a US$100 million offer with a minimum of two US$20 million tranches, which term sheet has been received by the Company and is currently being reviewed for approval by the Company's advisors.
	●	A family office is currently completing conducting its due diligence of the Company and Modulex in anticipation of offering US$35 million, consisting of $10 million in non-redemption agreements (which initial forms have been prepared) structured by purchasing institutional shares in the Company's trust account (to be handled by EF Hutton), with US$5 million pre-transaction funding and US$20 million convertible debenture upon the closing of the Business Combination. The parties intend to finalize the agreement in the United Kingdom on March 22, 2024.
	●	The Company has received an additional indication of interest for US$50 million, and is communicating with such party for firm terms and agreements.
	●	Two groups out of New York have promised to submit proposals for which the Company and Modulex are awaiting receipt.
	●	The Company and Modulex are finalizing the form of subscription agreement for terms sheets related to potential funding commitments.
	●	The Company and Modulex have received interest from an additional group for additional pre-transaction bridge funding in the amount of US$2.5-5 million upon receipt of firm agreements/commitments noted above.

The Company has made significant progress from the initial meetings with potential lenders and creditors relating to initial proposals per the last response to Nasdaq on February 9, 2024, to today, in finalizing those diligence requests, terms and agreements and is continuing discussions with other potential investors. The Company continues to be optimistic of finalizing the terms and agreements in an amount sufficient for pre-transaction financing requirements for the closing of the Business Combination as well as post-closing financing requirements.

The Company currently anticipates closing the Business Combination prior to August 16, 2024, and the Company has been in communication with auditors for such deadline.

The Company requested until March 25, 2024 to provide a further update to Nasdaq.