| Description of Organization and Business Operations, Going Concern and Basis of Presentation | Note
1 - Description of Organization and Business Operations, Going Concern and Basis of
Presentation 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 March 31, 2023, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through
March 31, 2023 relates to organizational activities and identifying a target company for a business combination. 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 10.00 50,000,000 3,153,369 1,750,000 Simultaneously
with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 270,900 10.00 2,709,000 Subsequently,
on August 19, 2021, the Company consummated the closing of the sale of 750,000 10 7,500,000 412,500 262,500 0.0001 11.50 Simultaneously
with the exercise of the overallotment, the Company consummated the Private Placement of an additional 22,500 225,000 A
total of $ 58,075,000 Transaction
costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 3,565,869 1,150,000 2,012,500 403,369 PHP
VENTURES ACQUISITION CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS Note
1 - Description of Organization and Business Operations (Continued) Following
the closing of the Initial Public Offering $ 925,077 1,327 12,850,770 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 50 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 On
August 15, 2022, the Company’s Sponsor has deposited into the Company’s trust account $575,000 (representing $0.10 per public
share) 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”). On November 16, 2022, the Company’s Sponsor has further deposited into the Company’s
trust account $575,000 (representing $0.10 per public share) 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 (the “Extension”). On December 30, 2022, the Company held a special
meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an
amendment to the Company’s Amended and Restated Certificate of Incorporation giving the Company the right 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 (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 Class A common stock included
as part of the units sold in the Company’s Initial Public Offering that closed on August 16, 2021 (the “IPO”) from
February 16, 2023 (the “Termination Date”) by up to six (6) one-month extensions to August 16, 2023 at a price of $0.0625
per share per month, commencing February 16, 2023, our current Termination Date (which we refer to as the “Extension,” and
such later date, the “Extended Deadline”) (such proposal is the “Extension Amendment Proposal”). In connection
with such Extension Amendment Proposal, stockholders elected to redeem 3,977,250 shares of the Company’s Class A common stock,
par value $0.0001 per share (“Class A Common Stock”), which represents approximately 69% of the shares that were part of
the units that were sold in the Company’s IPO. Following such redemptions, $18,438,203 will remain in the trust account and 2,066,150
shares of Class A Common Stock will remain issued and outstanding If
the Company is unable to complete a Business Combination before August 16, 2023 (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 PHP
VENTURES ACQUISITION CORP. NOTES
TO UNAUDITED 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 10.10 On
August 16, 2022, the Company issued a press release, announcing that on August 15, 2022, the Company’s Sponsor has deposited into
the Company’s trust account $ 575,000 0.10 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. The Company have incurred and expect to continue to incur significant costs
in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the business
combination. However, there is no assurance that the Company’s plans to consummate an initial Business Combination will be successful
within the Combination Period. Going
Concern Consideration In
connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing
of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises
substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working
capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated
in the Company’s amended and restated memorandum of association. The accompanying financial statement has been prepared in conformity
with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of
the Company as a going concern. Inflation
Reduction Act of 2022 On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and
certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally
1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the
Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise
tax. PHP
VENTURES ACQUISITION CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS Note
1 - Description of Organization and Business Operations (Continued) Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)
the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued
not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content
of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the
Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing
could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete
a Business Combination. Modulex
Business Combination On
December 8, 2022, we entered into a Business Combination Agreement (the “Merger Agreement”) by and among (i) Modulex Modular
Buildings Plc, a company registered in England and Wales with company number 07291662 (“Modulex”), (ii) Modulex Merger Sub,
upon execution of a joinder agreement to become party to the Merger Agreement (a “Joinder”), a to-be-formed Cayman Islands
exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) PHP Ventures Acquisition Corp., a Delaware
corporation (“PHP Ventures”). Pursuant
to the Merger Agreement, PHP Ventures and Merger Sub shall consummate the Merger, pursuant to which PHP Ventures shall be merged with
and into Merger Sub with Merger Sub being the surviving entity (the “Surviving Company”), following which the separate corporate
existence of PHP Ventures shall cease, and Merger Sub shall change its name to Modulex Cayman Limited and continue as the surviving entity
and a wholly owned subsidiary of Modulex. As
consideration for the Merger, the holders of PHP common stock (“PHP Common Stock”), as of immediately prior to the effective
time of the Business Combination, shall be entitled to receive an equal number of Modulex Ordinary Shares. Modulex will assume all the
outstanding warrants of PHP, and each PHP warrant (the “PHP Warrants”) will become a warrant to purchase the same number
of Modulex Ordinary Shares (the “Modulex Warrants”) being assumed. Each PHP right to acquire one-tenth (1/10) of one share
of PHP Common Stock (the “PHP Rights”) shall become the right to receive one-tenth (1/10) of one Modulex Ordinary Share (the
“Modulex Rights”). In furtherance of the Business Combination, and in accordance with the terms of the Business Combination
Agreement, PHP shall provide an opportunity for PHP stockholders to have their outstanding shares of PHP Common Stock redeemed on the
terms and subject to the conditions set forth in the Business Combination Agreement and PHP’s certificate of incorporation and
bylaws, each as amended from time to time. The
Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. |
