NOTES
TO FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations
PHP
Ventures Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on April 13, 2021.
The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing
all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination
with one or more businesses or entities (“Business Combination”). While the Company may pursue a business combination target
in any business or industry, it intends to focus on consumer-facing companies with a significant Africa presence or a compelling Africa
potential, which complements the expertise of its management team.
As
of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through
December 31, 2021 relates to the Company’s formation and the Offering (as defined below). The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income
in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December
31 as its fiscal year end.
The
Company’s sponsor is Global Link Investment LLC, a Delaware limited liability company (the “Sponsor”). The registration
statement for the Company’s Initial Public Offering was declared effective on August 11, 2021.
On
August 16, 2021, the Company consummated its Initial Public Offering of 5,000,000 units (the “Units” and, with respect to
the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross
proceeds of $50,000,000, and incurring offering costs of $3,153,369, of which $1,750,000 was for deferred underwriting commissions (see
Note 6).
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 Global Link Investment LLC, the sponsor of the Company (the “Sponsor”), at
a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,709,000 (the “Private Placement”) (see
Note 4).
Subsequently,
on August 19, 2021, the Company consummated the closing of the sale of 750,000 additional units at a price of $10 per unit (the “Units”)
upon receiving notice of the underwriters’ election to fully exercise their overallotment option (“Overallotment Units”),
generating additional gross proceeds of $7,500,000 and incurred additional offering costs of $412,500, of which $262,500 are for deferred
underwriting commissions. 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).
Simultaneously
with the exercise of the overallotment, the Company consummated the Private Placement of an additional 22,500 Private Placement Units
to Global Link Investment LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $225,000.
A
total of $58,075,000, 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 (“Trust
Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended
investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as
determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust
Account to the Company’s stockholders, as described below.
Transaction
costs of the Initial Public Offering with the exercise of the overallotment amounted to $3,565,869 consisting of $1,150,000 of cash underwriting
fees, $2,012,500 of deferred underwriting fees and $403,369 of other costs.
PHP
VENTURES ACQUISITION CORP.
NOTES
TO FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations (Continued)
Following
the closing of the Initial Public Offering $925,077
of cash was held outside of the Trust Account
available for working capital purposes. As of December 31, 2021, we have available to us $486,315
of cash on our balance sheet and a working capital
of $56,475,110.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that
together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions
and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination.
The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect
a Business Combination.
The
Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to
redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business
Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor
of the Business Combination.
The
Company will have until August 16, 2022 (or up to February 16, 2023, as applicable) to consummate a Business Combination. If the Company
is unable to complete a Business Combination within 12 months from the closing of this offering (or up to 18 months from the closing
of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions,
including the deposit of up to $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per
unit in either case) for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance
with our certificate of incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and
not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following
our 12th month (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions
subject to satisfaction of certain conditions, including the deposit of up to $500,000, or $575,000 if the underwriters’ over-allotment
option is exercised in full ($0.10 per unit in either case) for each three month extension, into the trust account, or as extended by
the Company’s stockholders in accordance with our certificate of incorporation) and, therefore, we do not intend to comply with
those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them
(but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
PHP
VENTURES ACQUISITION CORP.
NOTES
TO FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations (Continued)
Our
sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting
firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter
of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to
below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date
of the liquidation of the trust account, if less than $10.10 per public share due to reductions in the value of the trust assets, less
taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply
to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities
Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities
of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or
directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Liquidity
and Management’s Plans
Prior
to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period
of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial
Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was
released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity
and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of
a Business Combination or one year from this filing and therefore substantial doubt has been alleviated. There is no assurance that the
Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Note
2 — Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying audited financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted
in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
PHP
VENTURES ACQUISITION CORP.
NOTES
TO FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies (Continued)
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of audited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the audited financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results
could differ significantly from those estimates.
Offering
Costs Associated with the Initial Public Offering
Offering
costs consist of costs incurred in connection with preparation for the Public Offering executed on August 16, 2021. These costs, together
with the underwriting discounts and commissions, were charged to additional paid-in capital upon completion of the Public Offering.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Public Offering,
and/or search for a target company, the specific impact is not readily determinable as of the date of these audited financial statements.
The audited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash
equivalents are carried at cost, which approximates fair value. The Company had $486,315 in cash and no cash equivalents as of December
31, 2021.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its
position. The Company is subject to income tax examinations by major taxing authorities since inception.
PHP
VENTURES ACQUISITION CORP.
NOTES
TO FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies (Continued)
The
provision for income taxes was deemed to be immaterial for the period from April 13, 2021 (inception) through December 31, 2021.
Class
A Common Stock Subject to Possible Redemption
All
of the Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption
of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection
with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.
In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation
of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a
maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would
cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. On December 31, 2021, there were 5,750,000 shares
of Class A Common Stock sold as part of the Units in the Public Offering issued and subject to possible redemption.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2021, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.
Net
Loss Per Share
Net
income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for
the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with
the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since
the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
Net
loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted
for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable
common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and
non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on
the Trust Account.
Schedule
of Basic and Diluted Net Income Per Common Share
| | |
For
The Period from April
13, 2021 (Inception)
Through December 31, 2021 | |
|
Class A common stock | |
| | |
| Numerator:
net loss allocable to Class A common stock | |
| (302,693 | ) |
| Denominator:
weighted average number of Class A common stock | |
| 3,162,250 | |
| Basic
and diluted net income per redeemable Class A common stock | |
$ | (0.10 | ) |
| | |
| | |
| Class
B common stock | |
| | |
| Numerator:
net loss allocable to Class B common stock | |
| (115,328 | ) |
| Denominator:
weighted average number of Class B common stock | |
| 1,202,471 | |
| | |
| | |
| Basic
and diluted net loss per Class B common stock | |
$ | (0.10 | ) |
PHP
VENTURES ACQUISITION CORP.
NOTES
TO FINANCIAL STATEMENTS
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to
their short-term nature.
Recently
Issued Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statements.
Note
3 —Public Offering
Pursuant
to the Initial Public Offering and full exercise underwriter’s overallotment option, the Company sold 5,750,000 Units at a purchase
price of $10.00 per Unit. Each Unit consists of one Class A common stock and one-half of one redeemable warrant (“Public Warrant”)
and one right (“Public Right”). Each Public Warrant will entitle the holder to purchase one half of one common stock at an
exercise price of $11.50 per whole share (see Note 7). Each Public Right entitles the holder to receive one-tenth (1/10) of one Class
A common stock upon consummation of our initial business combination, so you must hold rights in multiples of 10 in order to receive
shares for all of your rights upon closing of a business combination (see Note 7).
Note
4 — Private Placement
Simultaneously
with the Initial Public Offering and full exercise underwriter’s overallotment option, the Sponsor purchased an aggregate of 293,400
Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $2,934,000.
The
proceeds from the sale of the Placement Units will be added to the net proceeds from the Proposed Offering held in the Trust Account.
The Placement Units are identical to the Units sold in the Proposed Offering, except for the placement warrants (“Placement Warrants”),
as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the
sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law)
and the Placement Warrants and the rights underlying the Placement Units (“Private Rights”) will expire worthless.
Note
5 — Related Party Transactions
Class
B Common Stock
During
the period ended December 31, 2021, the Company issued an aggregate of shares of Class B common stock to the Sponsor for an
aggregate purchase price of $ in cash, or approximately $ per share. On May 26, 2021, our sponsor transferred shares
to Mr. Ngoh, shares to Mr. Stein, shares to Mr. Phoon, shares to Mr. Anih and shares to Legacy Royals, LLC an
entity controlled by Mr. Gordon.
The
initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees)
until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business
Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after a Business Combination, with respect to the remaining 50% of the Class B common stock, upon six months after the date of the consummation
of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation,
merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their common stock for cash, securities or other property.
Promissory
Note — Related Party
On
May 3, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate
principal amount of $, to be used for payment of costs related to the Proposed Offering. The note is non-interest bearing and
payable on the earlier of (i) or (ii) the consummation of the Proposed Offering. A total of $95,120 under the promissory
note was repaid on September 1, 2021. As of December 31, 2021, the Company had borrowed $0 under the promissory note with our sponsor.
Related
Party Loans
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 $1,500,000 of notes may be converted upon consummation
of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans.
As
December 31, 2021, the Company has not borrowed any amount under such loans.
PHP
VENTURES ACQUISITION CORP.
NOTES
TO FINANCIAL STATEMENTS
Note
5 — Related Party Transactions (Continued)
Administrative
Support Agreement
Commencing
on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse
ARC Group Ltd., an affiliate of the Sponsor, up to an amount of $10,000 per month for office space, secretarial and administrative support.
From August 16 to December 31, $50,000 has been paid.
Note
6 — Commitments and Contingencies
Registration
Rights
The
holders of the insider shares, as well as the holders of the Placement Units (and underlying securities) and any securities issued in
payment of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior
to or on the effective date of Proposed Public Offering. The holders of a majority of these securities are entitled to make up to two
demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees)
may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Proposed
Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing
three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the
Placement Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can
elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders
have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation
of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back”
registration only during the seven-year period beginning on the effective date of the Proposed Public Offering. The Company will bear
the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under
FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the
five-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering, and the underwriters
and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the
effective date of the registration statement relating to the Proposed Public Offering.
Underwriters
Agreement
The
Company granted the underwriter a 45-day option to purchase up to 750,000 additional Units to cover over-allotments at the Initial Public
Offering price, less the underwriting discounts and commissions. The aforementioned option was exercised in full on August 19, 2021.
The
underwriter was paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering, or $1,150,000.
In addition, the underwriter is entitled to a deferred fee of three point five percent (3.50%) of the gross proceeds of the Initial Public
Offering, or $2,012,500. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination,
subject to the terms of the underwriting agreement.
Right
of First Refusal
For
a period beginning on the closing of this offering and ending 18 months from the closing of a business combination, we have granted EF
Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager
for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A),
such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement
of which this prospectus forms a part.
PHP
VENTURES ACQUISITION CORP.
NOTES
TO FINANCIAL STATEMENTS
Note
7 – Stockholders’ Equity
Preferred
Stock — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation,
rights and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31, 2021, there
were no preferred shares issued or outstanding.
Class
A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2021, there were
293,400 shares of Class A Common Stock issued and outstanding, excluding 5,750,000 shares of Class A Common Stock subject to possible
redemption.
Class
B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. On May 3, 2021, the Sponsor purchased
founder shares for an aggregate purchase price of $, or approximately $ per share. On May 26, 2021, the Sponsor transferred
shares to Mr. Ngoh, shares to Mr. Stein, shares to Mr. Phoon, shares to Mr. Anih and shares to Legacy
Royals, LLC an entity controlled by Mr. Gordon. At December 31, 2021, there were 1,437,500 shares of Class B common stock issued and
outstanding. Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business
combination on a one-for-one basis.
Warrants
— Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the
Warrants. The Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the
effective date of the registration statement relating to the Proposed Offering. No Warrants will be exercisable for cash unless the Company
has an effective and current registration statement covering the common stock issuable upon exercise of the Warrants and a current prospectus
relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon the
exercise of the Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such
time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective
registration statement, exercise the Warrants on a cashless basis pursuant to an available exemption from registration under the Securities
Act. If an exemption from registration is not available, holders will not be able to exercise their Warrants on a cashless basis. The
Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
PHP
VENTURES ACQUISITION CORP.
NOTES
TO FINANCIAL STATEMENTS
The
Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:
●
at any time while the Warrants are exercisable,
●
upon not less than 30 days’ prior written notice of redemption to each Warrant holder,
●
if, and only if, the reported last sale price of the common stock equals or exceeds $18 per share, for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the notice of redemption to Warrant holders, and
●
if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the
time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
The
Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Offering, except that the
Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or
salable until after the completion of a Business Combination, subject to certain limited exceptions.
If
the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants
to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable
upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend
or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of common stock
at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company
is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,
holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the
Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.
The
exercise price is $11.50 per share, subject to adjustment as described herein. In addition, if (x) if the Company issues additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or
effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or
its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our
initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during
the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such
price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger
price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater
of the Market Value and the Newly Issued Price.
PHP
VENTURES ACQUISITION CORP.
NOTES
TO FINANCIAL STATEMENTS
Rights
— Each holder of a right will receive one-tenth (1/10) of one Class A common stock upon consummation of a Business Combination,
even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will
be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive
its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the unit
purchase price paid for by investors in the Proposed Offering. If the Company enters into a definitive agreement for a Business Combination
in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the
same per share consideration the holders of the Class A common stock will receive in the transaction on an as-converted into Class A
common stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying
each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except
to the extent held by affiliates of the Company).
Note
8 – Subsequent Events
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred up to March 10, 2022, the date the audited financial statements were available to issue. Based
upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial
statements.
Item
16. Form 10-K Summary
None.
