| NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW |
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Andy Tucker T: (202) 689-2987 andy.tucker@nelsonmullins.com | 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202.689.2800 F: 202.689.2860 nelsonmullins.com |
August 4, 2021
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F. Street, NE
Washington, DC 20549
Attention: Office of Energy & Transportation
RE: | PHP Ventures Acquisition Corp. |
| Amendment No. 1 to Registration Statement on Form S-1 |
| Filed July 27, 2021 |
| File No. 333-256840 |
| Ladies and Gentlemen: |
On behalf of PHP Ventures Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s Amendment No.2 to Registration Statement (“Amended Registration Statement”). This letter is being submitted together with an amendment (Amendment No. 3) to the Registration Statement, which has been revised to address the Staff’s comment.
Amendment No. 1 to Registration Statement on Form S-1
Oral comment conveyed by Karina Dorin on August 4, 2021 regarding inconsistencies in the disclosure on page 65 and page 142.
Response: We have made changes to make the disclosure consistent.
California | Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North Carolina | South Carolina | Tennessee | West Virginia
Division of Corporation Finance
August 4, 2021
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| NELSON MULLINS RILEY & SCARBOROUGH LLP |
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| By: | /s/ Andrew M. Tucker |
| | Andrew M. Tucker |
Enclosures | |
cc: | (via e-mail) | |
| PHP Ventures Acquisition Corp. | |
| Marcus Choo Yeow Ngoh | |
| EF Hutton Investment Banking Solutions | |