United States securities and exchange commission logo
July 1, 2021
Marcus Choo Yeow Ngoh
Chief Executive Officer
PHP Ventures Acquisition Corp.
CT 10-06, Level 10
Corporate Tower Subang Square
Jalan SS15/4G
Subang Jaya
47500 Selangor, Malaysia
Re: PHP Ventures
Acquisition Corp.
Registration
Statement on Form S-1
Filed June 4, 2021
File No. 333-256840
Dear Mr. Ngoh:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Summary, page 3
1. You disclose that you
have engaged ARC Group Limited to provide financial advisory
services to you in
connection with this offering and that they will invest in the private
placement, and also
that you will pay ARC Group $10,000 per month for office space,
utilities and
secretarial and administrative support. Please expand your disclosure to
clarify your
relationship with ARC Group Limited, as well as the financial advisory
services it will
provide and how it will invest in the private placement. In this regard, we
note you disclose that
the private placement consists of an offering of an aggregate of
Marcus Choo Yeow Ngoh
FirstName LastNameMarcus Choo Yeow Ngoh
PHP Ventures Acquisition Corp.
Comapany
July 1, 2021NamePHP Ventures Acquisition Corp.
July 1,2 2021 Page 2
Page
FirstName LastName
220,900 placement units (or 235,900 placement units if the
over-allotment option is
exercised in full) and that the sponsor will purchase all such shares.
Risk Factors
After our initial business combination, it is possible that a majority of our
directos and officers
will live outside the United States..., page 65
2. You disclose that it is possible that after your initial business
combination a majority of
your directors and officers will reside outside of the United States.
However, the
description of your officers' and directors' business experience
elsewhere in this
prospectus indicates that a majority of your officers and directors
may currently reside
outside of the United States. If this is the case, please revise this
risk factor accordingly.
Our certificate of incorporation will require, to the fullest extent permitted
by law, that derivative
actions brought in our name..., page 68
3. Your disclosure here and on page 147 states that your exclusive forum
provision will not
apply to actions brought under the Securities Act, or the rules and
regulations thereunder.
However, Section 13.1 of your certificate of incorporation filed as
Exhibit 3.1 states that
unless you consent in writing to the selection of an alternative
forum, the federal district
courts of the United States of America shall, to the fullest extent
permitted by law, be the
exclusive forum for the resolution of any complaint asserting a cause
of action arising
under the Securities Act of 1933, as amended, or the rules and
regulations promulgated
thereunder. Please revise to reconcile this discrepancy.
Dilution, page 78
4. You indicate in the second paragraph that after giving effect to the
sale of 5,000,000
shares of Class A common stock, your pro forma net tangible book value
at May 26, 2021
would have been $5,111,158 which is different from the pro forma net
book value of
$5,000,001 disclosed on page 79. Please resolve this discrepancy.
5. We refer to the denominator calculation on page 79. It appears that
the number of shares
subject to redemption without over-allotment should be 4,387,408
rather than 43,387,408.
Please revise to correct this error.
Proposed Business
Sourcing of Potential Initial Business Combination Targets, page 96
6. We note you disclose that members of your board have significant
public company
experience with consumer products and services-related companies.
Please expand your
disclosure to discuss this public company experience.
Marcus Choo Yeow Ngoh
PHP Ventures Acquisition Corp.
July 1, 2021
Page 3
Exhibits
7. We note Section 7.3 of your rights agreement filed as Exhibit 4.5
provides that any action,
proceeding or claim arising out of or relating in any way to the
agreement shall be brought
and enforced in the courts of the State of New York or the United States
District Court for
the Southern District of New York and that the company irrevocably
submits to such
jurisdiction, which jurisdiction shall be exclusive. If this provision
requires investors in
this offering to bring any such action, proceeding, or claim in the
courts of the State of
New York or the United States District Court for the Southern District of
New York,
please disclose such provision in your registration statement, and
disclose whether this
provision applies to actions arising under the Securities Act or Exchange
Act. If the
provision applies to actions arising under the Securities Act or Exchange
Act, please also
add related risk factor disclosure. If this provision does not apply to
actions arising under
the Securities Act or Exchange Act, please also ensure that the provision
in the warrant
agreement states this clearly.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Joanna Lam at (202) 551- 3476 or Craig Arakawa,
Accounting Branch
Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements
and related matters. Please contact Karina Dorin at (202) 551-3763 or Kevin
Dougherty at (202)
551-3271 with any other questions.
Sincerely,
FirstName LastNameMarcus Choo Yeow Ngoh
Division of
Corporation Finance
Comapany NamePHP Ventures Acquisition Corp.
Office of Energy &
Transportation
July 1, 2021 Page 3
cc: Andrew W. Tucker
FirstName LastName