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PHP Ventures Acquisition Corp. *

PHP Ventures Acquisition Corp. *

Jun 7, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Modulex Modular Buildings

ENTERPRISE VALUE: $723 million
ANTICIPATED SYMBOL: MDLX

PHP Ventures Acquisition Corp. proposes to combine with Modulex Modular Buildings

Modulex Modular Buildings Plc, headquartered in the United Kingdom with additional offices in India and Mauritius, is a cutting-edge “ConstrucTech” company manufacturing 3D volumetric steel modular buildings and harnessing emerging technologies, such as Artificial Intelligence, Blockchain & Internet of Things (IoT), to meet the burgeoning housing and infrastructure needs at a rapid pace and with optimal cost efficiency by delivering “Modular Buildings 2.0.”

Modulex is an incubation business developed by Red Ribbon Asset Management Plc, a Mainstream Impact Investing company, which intends to take disruptive construction technology to emerging and growth markets where there is an urgent need for infrastructures such as healthcare, offices, and affordable housing.

EXTENSION – 9/5/24 – LINK

  • The SPAC approved the extension from August 16, 2024 to August 16, 2025.
    • 770,725 shares were redeemed.
    • $0.05/share per month will be deposited into the trust account.

EXTENSION – 8/17/23 – LINK

  • The SPAC approved the extension from August 16, 2023 to August 16, 2024.
    • 906,611 shares were redeemed for $10.90 per share.
    • $0.04/share per month will be deposited into the trust account.

EXTENSION – 1/4/22 – LINK

  • Stockholders approved a proposal to extend from February 16, 2023, by up to 6 one-month extensions to August 16, 2023, at a price of $0.0525 per share per month, commencing February 16, 2023, our current Termination Date.
  • On December 27, 2022, the Company announced that it had received redemption notices for 4,067,250 shares of its Class A Common Stock from its stockholders.

SUBSEQUENT EVENT – 12/12/22 – LINK

  • The SPAC removed the option for the lock-up shares to be freely tradable after trading equal to or above $10.00 for 20/30 trading days
    • The shares will only be freely tradable 3 years after the Closing Date now.
  • The second reference being removed regards the Equity Incentive Plan providing a grant of equity incentives up to a maximum of 5% of the shares of the Ordinary Shares outstanding at the time of the effectiveness of the Equity Incentive Plan.
    • This second removed reference is being replaced with the correct maximum percentage, which percentage is 22%.

TRANSACTION

  • The Combined Company would have an approximate post-transaction equity market capitalization of $723 million assuming a $10.00 per share price and no redemptions by PHP stockholders and completion of an additional US$30 million of financing.
  • The Combined Company is expected to receive net proceeds after the US$30 million financing of approximately US$82.5 million assuming no redemptions and after transaction-related expenses of approximately US$5.6 million (not including fees payable to the underwriter in PHP’s IPO as deferred compensation)
  • The Business Combination has been unanimously approved by the boards of directors of both PHP and Modulex, and is expected to close in the second quarter of 2023

php overview

SPAC FUNDING

  • The group may seek up to US$30 million in pre-transaction financing, a PIPE, or other financing alternatives prior to the closing of the Business Combination with a transaction structure yet to be determined.

LOCK-UP

Company and Sponsor

  • The shares will be subject to a lockup of 90% of their shares for a period ending three years from the closing of the merger.
    • The shares can also be released after the share price equals or exceeds $10.00 for any 20/30 trading days
    • The SPAC removed the option for the lock-up shares to be freely tradable after trading equal to or above $10.00 for 20/30 trading days – LINK
  • Additionally, minority shareholders of Modulex will be subject to a lockup of 90% of their shares for a period of two years from the closing date of the merger

NOTABLE CONDITIONS TO CLOSING

  • The closing of the Business Combination has no minimum closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • If any of the conditions to the Closing has not been satisfied or waived by February 3, 2023

ADVISORS

  • Nelson Mullins Riley & Scarborough LLP is serving as legal advisor to PHP.
  • Rimon PC is serving as legal advisor to Modulex.
  • Memery Crystal is serving as U.K. counsel to Modulex.
  • EF Hutton, a division of Benchmark Investments, LLC, is serving as capital markets advisor.
  • ARC Group Limited is acting as the sole financial advisor to Modulex.
  • PHP has received a favorable independent Fairness Opinion from Houlihan Capital, LLC on the transaction terms.

EXTENSION – 11/7/22 – LINK

  • On August 15, 2022, PHP Ventures Acquisition Corp. caused a deposit of $575,000 into the Company’s Trust account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by three months from November 16, 2022 to February 16, 2023.

EXTENSION – 8/16/22 – LINK

  • On August 15, 2022, PHP Ventures Acquisition Corp. caused a deposit of $575,000 into the Company’s Trust account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by three months from August 16, 2022, to November 16, 2022.
  • The Extension is the first of two three-month extensions permitted under the Company’s governing documents.

MANAGEMENT & BOARD

Executive Officers

Marcus Choo Yeow Ngoh, 50
Chief Executive Officer and Chairman

From March 2006 to May 2021 Mr. Ngoh served as the Director of Edmark Promotions HongKong Co. Ltd., where he successfully opened up new businesses in the Middle East and Africa. From 1994 to 2005, Mr. Ngoh served as a Marketing Executive for Everdynamic Marketing where he promoted consumer products via live demonstrations. From 1992 to 1993 Mr. Ngoh served as an Accounting Assistant for Everdynamic Marketing where he maintained accounts payable, accounts receivable and prepared Financial Statements. Mr. Ngoh received his diploma in Accounting from Systematic Business School in May 1991 and Chartered Institutes of Marketing – CIM UK from Systematic Business College in May 1992.

Garry Richard Stein, 75
Chief Financial Officer

Mr. Stein has served the Executive Vice President and Director of Hope Gold Limited, a gold mining producer in the Republic of Ghana since March 2019. From November 2017 to March 2019 Mr. Stein served as the Managing Partner and Chief Knowledge Officer, Quotable Management Limited and as a Strategic Advisors in Partnership with the World Reserve Trust Group of Companies. From October 2015 to January 2018, Mr. Stein served as an Advisory Board Member of Baryon Solar PTE Ltd. a developer and operator of utility scale alternative power generation in emerging markets. From November 2013 to January 2018, Mr. Stein served as a Managing Director of CAF Limited. From January 2014 to July 2015, Mr. Stein served as the Executive Director of Global Networking One Group Holdings Limited. From December 2014 to June 2015, Mr. Stein served as the Executive Vice President, Corporate Development of Mineral Bull Limited and its parent shareholder, Earth Fortune Limited. From September 2010 to June 2015, Mr. Stein was the director and significant shareholder of the previously Toronto Stock Exchange listed company Salmon River Resources Ltd. From June 2009 to June 2015, Mr. Stein served as the Chairman and Chief Executive Officer of Shi Ba Capital Limited, a BVI registered investment and advisory firm. From September 2009 to December 2012 Mr. Stein served as the Director of Corporate Development for Hong Kong listed Sino Prosper State Gold Resources Holdings Limited. Mr. Stein was the Managing Director of Quam Private Equity from March 2008 to June 2009. Mr. Stein established and was Vice President and Chief Investment Officer for Golden China Resources Corporation from February 2004 to January 2008. From August 2003 to November 2007 Mr. Stein served as the Vice President of Kingsway Capital of Canada Inc., a subsidiary of Kingsway International Holdings Ltd. and served as Managing Director & Chief Investment Officer of Golden China Management Inc. From October 1995 to July 2003 Mr. Stein was an independent merchant banker. From March 1999 to October 2001, Mr. Stein served as Vice President of Finance, Chief Financial Officer & Secretary of Explorers Alliance Corporation. Mr. Stein received a Bachelor of Science in Chemistry at the Case Institute of Technology of Case Western Reserve University. In August of 1972, Mr. Stein received a Master of Applied Science in Metallurgy and Materials Science, from the University of Toronto. In December of 1997, Mr. Stein received his Master of Business Administration from York University.

Vanitha Mani Thevaratnam, 48
Chief Strategy Officer

Ms. Thevaratnam served as the Account Director for Cohn & Wolfe from April 2015 to October 2016. From August 2013 to March 2015, Ms. Thevaratnam served as the Senior Public Relations Manager of Dentsu Aegis Network Malaysia. From March 2012 to 2015 Ms. Thevaratnam served as the Event, PR, and Client Servicing Manager of WhatWorks. From September 2009 to 2013 Ms. Thevaratnam worked as an Events and PR Consultant. From April 2008 to September 2009, Ms. Thevaratnam served as Snr PR Consultant for Weber Shandwick Malaysia. From October 2006 to March 2008, Ms. Thevaratnam served as the Event Manager for Fabulous Target. From 2001-2006, Ms. Thevaratnam was the Account Manager for Roots, Shoots & Froots. Ms. Thevaratnam attended Sekolah Tuanku Jaafar, Kuala Pilah, Negeri Sembilan from 1986 to 1987. From 1987 to 1990 Ms. Thevaratnam attended Sekolah Menengah Convent Seremban.

Board of Directors

Khye Wang Phoon, 62
Director

Khye Wang Phoon founded Elite Organic and has been the Managing Director since 1995. From 1989 to 1995 Mr. Phoon served as a Sales Manager with Lindeteves-Jacoberg. From 1983 to 1989, Mr. Phoon worked at Behn Meyer as a Sales and Marketing Pharmacist. From 1982 to 1983, Mr. Phoon worked as pre-registration pharmacist at St. James Teaching Hospital. Mr. Phoon was registered as a qualified Pharmacist with the Royal Pharmaceutical Society of Great Britain in 1983 and registered with the Malaysian Pharmacy Board, Ministry of Health. Mr. Phoon received his Bachelor of Pharmacy from the University of Bradford in 1982.

Donald Nnamdi Anih Esq., 55
Director

Donald Nnamdi Anih Esq. has been serving as the Managing Partner of the law firm Donald Anih & Co. since 2007. From 2003 to 2015, Mr. Anih served as the Director of Studies at the Kings Computer Institute. From 1993 to the present Mr. Anih has served as the Chief Executive Officer of Donny Systems Limited where he negotiated terms of business acquisitions to increase business base, solidify market presence and diversify offerings. Mr. Anih received his degree in Data Processing and Programming in 1991 from the University of Lagos, Akoka Yaba. Mr. Anih additional received his L.L.B in 2006 from the University of Lagos and his B.L in 2007 from the Council of Legal Education at the Nigerian Law School.

Antony Gordon, 57
Director

Antony Gordon has been serving as the President of Stealth Consulting Management, Inc. since December 2013 where he has over 25 years of experience working with family offices, high net worth individuals, professional athletes and celebrities, as well as assisting public and private companies with respect to a broad range of advisory services related to capital markets and business developments. Mr. Gordon served as the Managing Director of MGO from February 2017 to September 2020 where he directed business development for an entrepreneurial professional services firm. From February 2010 to November 2013, Mr. Gordon served as the Managing Director of CREO Select Opportunities Fund, L.P. where he spearheaded investor relations for an opportunistic long-short hedge fund. From January 2008 to October 2010, Mr. Gordon served as the Managing Director of Mesirow Financial where he managed business development for the valuation group. From September 2006 to December 2007 Mr. Gordon served as the Managing Director of East Avenue Capital Partners. Mr. Gordon attended the University of Witwatersrand and received a Bachelor of Arts in Law and Industrial Psychology as well as a Bachelor’s in Law. Mr. Gordon additionally has a Master of Law from Harvard Law School and attended Harvard Business School’s Executive Program.

ByAnthony Sozzi