Item 8.01. Other Events
On August 16, 2021, PHP Ventures Acquisition Corp. (the "Company") completed its
initial public offering (the "Offering") of 5,000,000 units ("Units"), and on
August 19, 2021, the Company issued an additional 750,000 Units as a result of
the underwriters' full exercise of their over-allotment option. Each Unit
consists of one share of Class A common stock of the Company, par value $0.0001
per share ("Class A Common Stock"), one-half of one redeemable warrant of the
Company ("Warrant"), with each whole Warrant entitling the holder thereof to
purchase one share of Class A Common Stock for $11.50 per share, and one Right
("Right"), with each Right entitling the holder to receive one-tenth of one
share of Class A Common Stock, subject to adjustment, pursuant to the Company's
registration statement on Form S-1 (File No. 333-256840). The Units were sold at
an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000.
A total of $58,600,000, comprised of the proceeds from the Offering and the
proceeds of private placements that closed on August 16, 2021 and August 19,
2021, net of the underwriting commissions, discounts, and offering expenses, was
deposited in a trust account established for the benefit of the Company's public
stockholders. An audited balance sheet as of August 19, 2021 reflecting receipt
of the proceeds upon consummation of the Offering and the private placements has
been issued by the Company and is attached hereto as Exhibit 99.1.
On November 15, 2021, management and the Audit Committee of PHP Ventures
Acquisition Corp. (the "Company"), after consultation with MaloneBailey, LLP,
our independent registered public accounting firm, concluded that the Company's
audited balance sheet as of August 16, 2021 and the notes thereto included in
the Company's Form 8-K filed on August 20, 2021 (the "August 20, 2021 Form 8-K")
contained errors relating to the classification between temporary equity and
permanent equity of the shares of the Company's Class A common stock subject to
redemption, a portion of which the Company initially presented as permanent
equity. The Company has determined such portion should instead be classified as
temporary equity.
We have restated our August 16, 2021 audited balance sheet included in the
Company's Current Report on Form 8-K filed on August 20, 2021 (the "Prior
Financials") to reclassify 586,175 shares of Class A common stock in temporary
equity. Accordingly, readers should not refer to the stockholders' equity
portion of the audited balance sheet as originally filed in the August 20, 2021
Form 8-K and should instead refer to balance sheet calculations in this 8-K
Current Report, which is incorporated by reference herein.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal
financial officer or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
We do not expect that our disclosure controls and procedures will prevent all
errors and all instances of fraud. Disclosure controls and procedures, no matter
how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the disclosure controls and procedures are met.
Further, the design of disclosure controls and procedures must reflect the fact
that there are resource constraints, and the benefits must be considered
relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can
provide absolute assurance that we have detected all our control deficiencies
and instances of fraud, if any. The design of disclosure controls and procedures
also is based partly on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief
Executive Officer and Chief Financial Officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based upon their evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, solely due to the Company's restatement of
temporary equity of its Prior Financials, the Company's disclosure controls and
procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange
Act) were not effective as of August 20, 2021.
A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis. In connection
with the evaluation of the SEC Statement and management's subsequent
re-evaluation of its Prior Financials, the Company determined that there were
errors in its accounting for its public shares. Management concluded that a
deficiency in internal control over financial reporting existed relating to the
accounting treatment for complex financial instruments and that the failure to
properly account for such instruments constituted a material weakness. This
material weakness resulted in the need to restate the Prior Financials.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Audited Balance Sheet
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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