PHP Ventures Seeks SPAC Extension to Avoid Liquidation, Pursue Modulex Deal

TL;DR

**PHP Ventures is on life support; vote FOR the extension or watch your SPAC investment liquidate with no market to sell shares.**

AI Summary

PHP Ventures Acquisition Corp. (PHP) is seeking stockholder approval to extend its business combination deadline from August 16, 2025, to December 31, 2026, through a series of up to sixteen one-month extensions. This extension is crucial for PHP to complete its proposed business combination with Modulex Modular Buildings Plc, as outlined in their December 8, 2022 Business Combination Agreement. The company's existing charter expired on August 16, 2025, due to an administrative oversight, necessitating a restoration and amendment. Global Link Investment LLC, the sponsor, will deposit $0.05 per share for each public share outstanding for each one-month extension into the Trust Account. Public stockholders have redemption rights, with an anticipated per-share redemption price of approximately $13.27 as of the December 11, 2025 record date. PHP's securities were suspended from Nasdaq on April 19, 2024, and subsequently delisted on June 28, 2024, impacting liquidity. Without the extension, PHP would be forced to liquidate, extinguishing public stockholders' rights and rendering warrants worthless.

Why It Matters

This filing is critical for PHP Ventures Acquisition Corp. as it seeks to rectify an expired charter and gain an extension to complete its business combination with Modulex Modular Buildings Plc. For investors, the approval of the Extension Amendment Proposal is the only path to potentially realize value from the Modulex deal, otherwise, the company faces liquidation with a redemption price of approximately $13.27 per share, but no market to sell shares. The delisting from Nasdaq on June 28, 2024, significantly reduces liquidity and transparency, making this vote a make-or-break moment for the SPAC's future and its competitive standing in the SPAC market.

Risk Assessment

Risk Level: high — The risk level is high because PHP's existing charter expired on August 16, 2025, due to an administrative oversight, meaning the company is currently in a state of non-existence without stockholder approval to restore and extend. Furthermore, the company's securities were suspended from Nasdaq on April 19, 2024, and delisted on June 28, 2024, indicating severe liquidity issues and a lack of public market access for investors.

Analyst Insight

Investors should carefully consider the proposed extension, understanding that a 'FOR' vote is necessary to keep the Modulex business combination alive. If the extension fails, the company will liquidate, and while a redemption price of approximately $13.27 per share is offered, the lack of a trading market means investors cannot sell shares above this price.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $0.05 — Extension Payment per share (Sponsor's contribution for each one-month extension)
• $13.27 — Anticipated per-share redemption price (Cash value for public shares if redeemed as of record date)
• August 16, 2025 — Original Termination Date (Date company's existing charter expired)
• December 31, 2026 — Proposed Extended Date (New deadline for business combination)
• 1,437,500 — Total Founder Shares (Shares of Class B common stock issued prior to IPO)
• 65% — Required vote for Extension Amendment (Percentage of outstanding common stock needed for approval)
• December 8, 2022 — Business Combination Agreement Date (Date of agreement with Modulex Modular Buildings Plc)
• April 19, 2024 — Nasdaq Suspension Date (Date PHP's securities were suspended from Nasdaq)
• June 28, 2024 — Nasdaq Delisting Date (Date Nasdaq filed Form 25 to delist PHP's securities)
• December 11, 2025 — Record Date (Date for determining stockholders entitled to vote)

Key Players & Entities

• PHP Ventures Acquisition Corp. (company) — Registrant seeking extension
• Modulex Modular Buildings Plc (company) — Target for business combination
• Global Link Investment LLC (company) — Company's sponsor
• Continental Stock Transfer & Trust Company (company) — Trustee for Investment Management Trust Agreement
• Marcus Choo Yeow Ngoh (person) — Chief Executive Officer and Chairman
• Mr. Stein (person) — Chief Financial Officer
• Mr. Gordon (person) — Independent Director
• Mr. Anih (person) — Independent Director
• Mr. Phoon (person) — Independent Director
• Nasdaq (regulator) — Stock exchange that delisted PHP's securities

FAQ

Risk Factors

• Expiration of Charter and Need for Restoration [high — regulatory]: PHP Ventures Acquisition Corp.'s existing charter expired on August 16, 2025, due to an administrative oversight. This necessitates a special meeting to approve the restoration and amendment of the charter to extend the business combination deadline. Failure to approve this amendment would force the company into liquidation.
• Nasdaq Delisting and Liquidity Impact [high — market]: PHP's securities were suspended from Nasdaq on April 19, 2024, and subsequently delisted on June 28, 2024. This delisting significantly impacts the liquidity of the company's Class A common stock, making it difficult for public stockholders to sell their shares in the open market.
• Dependence on Sponsor for Extensions [medium — financial]: The proposed extension of the business combination deadline to December 31, 2026, relies on the sponsor, Global Link Investment LLC, depositing $0.05 per share for each public share outstanding for each one-month extension. This financial commitment from the sponsor is critical for the company to avoid liquidation.
• Redemption Rights and Potential Dilution [medium — legal]: Public stockholders have redemption rights, with an anticipated redemption price of approximately $13.27 per share as of the record date. If a significant number of shareholders redeem their shares, it could impact the capital available for the business combination and potentially dilute remaining shareholders.
• Uncertainty of Business Combination Completion [high — operational]: Despite the extension, there is no guarantee that PHP Ventures Acquisition Corp. will successfully complete its business combination with Modulex Modular Buildings Plc by the proposed December 31, 2026 deadline. The Business Combination Agreement was dated December 8, 2022, and the company has already missed its original deadline.

Industry Context

Special purpose acquisition companies (SPACs) like PHP Ventures Acquisition Corp. operate in a challenging environment characterized by regulatory scrutiny and market volatility. The SPAC market has seen a significant slowdown, making it difficult for companies to complete their initial business combinations within the typical two-year timeframe. Companies that fail to do so face liquidation, impacting investor returns.

Regulatory Implications

The primary regulatory concern is the company's compliance with its charter and SEC filing requirements. The expiration of the charter due to an administrative oversight highlights potential internal control weaknesses. The need for stockholder approval for charter amendments and extensions is a standard regulatory process for SPACs.

What Investors Should Do

1. Review the proposed Extension Amendment and Trust Amendment proposals carefully.
2. Evaluate your redemption options.
3. Vote your proxy.

Key Dates

• 2025-01-14: Special Meeting of Stockholders — To vote on proposals to extend the business combination deadline and amend the charter and trust agreement.
• 2025-12-11: Record Date — Determines stockholders entitled to vote at the Special Meeting and eligible for redemption price calculation.
• 2025-08-16: Original Termination Date / Charter Expiration — The date by which the company was originally required to complete its business combination; its expiration necessitates the current extension proposal.
• 2026-12-31: Proposed Extended Date — The new deadline for PHP Ventures Acquisition Corp. to complete its business combination, if the extension is approved.
• 2022-12-08: Business Combination Agreement Date — Date of the agreement with Modulex Modular Buildings Plc, outlining the terms of the proposed business combination.
• 2024-06-28: Nasdaq Delisting Date — Date PHP's securities were officially delisted from Nasdaq, impacting liquidity and trading.

Glossary

Business Combination

A merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving the Company and one or more businesses. (The primary objective of PHP Ventures Acquisition Corp. and the reason for seeking an extension.)

Trust Account

An account holding the proceeds from the company's initial public offering, intended to be used for the business combination or returned to stockholders upon liquidation. (Holds the funds that will be used for the business combination or for redemptions by public stockholders.)

Sponsor

Global Link Investment LLC, the entity that initially invested in PHP Ventures Acquisition Corp. prior to its IPO and is providing financial support for extensions. (Crucial for funding the extension payments and potentially for the success of the business combination.)

Redemption Rights

The right of public stockholders to have their shares repurchased for cash from the Trust Account, typically at a per-share price based on the amount in the trust. (A key consideration for public stockholders deciding whether to approve the extension, as it offers an exit strategy.)

Extension Payment

The $0.05 per share contribution by the sponsor for each one-month extension into the Trust Account. (The financial mechanism by which the sponsor funds the extension period.)

Class A Common Stock

The class of common stock sold to the public in the company's initial public offering. (The shares held by public stockholders, which are subject to redemption rights and the business combination vote.)

Year-Over-Year Comparison

This DEF 14A filing is primarily focused on seeking stockholder approval for an extension of the business combination deadline due to the expiration of the company's charter on August 16, 2025. Unlike previous filings that might have focused on the progress of the business combination, this document highlights the critical need for an extension, the sponsor's financial commitment for each extension period ($0.05 per share), and the impact of the Nasdaq delisting on liquidity. The key change is the shift from pursuing a business combination to addressing the immediate need for charter restoration and deadline extension to avoid liquidation.

Key Financial Figures

• $0.05 — s), will deposit into the Trust Account $0.05 per share for each Public Share outstan
• $13.27 — the Trust Account will be approximately $13.27 at the time of the Special Meeting. The
• $1,240,708.20 — y a small fraction of the approximately $1,240,708.20 that was in the Trust Account as of the

Filing Documents

• formdef14a.htm (DEF 14A) — 506KB
• proxy_001.jpg (GRAPHIC) — 2184KB
• proxy_002.jpg (GRAPHIC) — 1922KB
• 0001493152-25-029836.txt ( ) — 6160KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials 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): No fee required. Fee paid previously with preliminary materials. 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. 10 EAST 53RD ST., SUITE 3001 NEW YORK, NY 10022 (917) 764-4996 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 14, 2026 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,” “PHP” or the “Company,” to be held at 9:00 a.m. Eastern Time on January 14, 2026. 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/2026. 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 December 31, 2025, and is first being mailed to stockholders of the Company on or about January 2, 2026. The sole purpose of the Special Meeting is to consider and vote upon the following proposals: a proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, 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 redeemable 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, 2025 (the “Termination Date”) to December 31, 2026 in a series of up to sixteen (16) 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 $0.05 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 Company’s Investment Management Trust Agreement, dated as of August 16, 2021 and as amended (the “Trust Agreement”), in the

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