Modulex Modular Buildings Plc (“Modulex”), a UK-based, globally
focused “ConstrucTech” manufacturer of modular buildings today
announced that it has filed a registration statement on Form S-4
(the “Registration Statement”) with the U.S. Securities and
Exchange Commission (“SEC”) on September 27, 2023 relating to its
previously announced proposed business combination (the “Business
Combination”) with PHP Ventures Acquisition Corp. (NASDAQ: PPHP) a
publicly traded special purpose acquisition company (“PHP”). The
Registration Statement contains a preliminary proxy
statement/prospectus in connection with the Business Combination.
Modulex is a cutting-edge, UK-headquartered
“ConstrucTech” company offering Carbon Net Zero certified, advanced
3D volumetric steel modular buildings embedded with EmergingTech
such as AI, Blockchain and IoT, and Modular Buildings 2.0, which
allows for fast optimized design in minutes, traceable quality
assurance, live monitoring utilizing IoT, and certified carbon net
zero buildings. The application of Modulex’s technology shortens
design and construction time, provides high quality construction,
lowers construction and maintenance costs, and meets the highest
building standards. Modulex building structures are extremely
airtight and ensure energy efficiency and they are fully
mortgageable.
Modulex is currently building the world’s
largest steel modular buildings factory in India, a MegaFactory™ to
supply into the UK, EU, US, and Indian market. The MegaFactory™
will feature a 40-acre manufacturing facility 280 km from Mumbai,
functioning as a manufacturing cluster producing fully fitted steel
modular buildings, bathroom pods, doors, and windows and will be
ISO 9000, 14000, 31000 and 26000 certified and fully ESG compliant,
will harvest rain to recycle water, and the site is equipped with
solar panels and organic farm food for the workers. With an initial
annual capacity of 300,000 square meters (scalable to 1.2 mil. sq.
m.) to enable volume to the supply chain to directly impact the
shortage of affordable housing and other infrastructure
requirements.
On December 8, 2022, PHP entered into a
definitive agreement for a business combination with Modulex (the
“Business Combination Agreement”). The combined company is expected
to be listed on the Nasdaq upon completion of the transaction. The
transaction is subject to approval by PHP’s stockholders, the
Registration Statement being declared effective by the SEC, and
other customary closing conditions.
About PHP Ventures Acquisition
Corp.
PHP Ventures Acquisition Corp. is a newly
organized blank check company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination with one or more
businesses. PHP is led by Marcus Choo Yeow Ngoh, PHP’s Chair of the
Board and Chief Executive Officer, and Garry Richard Stein, PHP’s
Chief Financial Officer, and sponsored by Global Link Investment
LLC. For more information visit www.phpventures.com.
About Modulex
Modular Buildings Plc
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
infrastructure such as healthcare, offices, and affordable housing.
For more information, visit www.modulexglobal.com.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
PHP has filed the Registration Statement
containing proxy materials in the form of a proxy statement with
the SEC. The Form S-4 includes a proxy statement to be distributed
to holders of PHP’s common stock in connection with PHP’s
solicitation of proxies for the vote by PHP’s stockholders with
respect to the proposed Business Combination and other matters as
described in the Registration Statement, as well as the prospectus
relating to the offer of securities to be issued to Modulex’s
shareholders in connection with the proposed Business Combination.
After the Registration Statement has been filed and declared
effective, PHP will mail a definitive proxy statement, when
available, to its shareholders.
Investors and security holders and other
interested parties are urged to read the Registration Statement,
any amendments thereto and any other documents filed or to be filed
with the SEC carefully and in their entirety when they become
available because they will contain important information about
PHP, Modulex and the proposed Business Combination. Additionally,
PHP will file other relevant materials with the SEC in connection
with the Business Combination. Copies may be obtained free of
charge at the SEC’s web site at www.sec.gov. Securityholders of PHP
are urged to read the Registration Statement and the other relevant
materials when they become available before making any voting
decision with respect to the proposed Business Combination because
they will contain important information about the Business
Combination and the parties to the Business Combination.
PARTICIPANTS IN THE
SOLICITATION
PHP and Modulex and their respective directors
and executive officers may be considered participants in the
solicitation of proxies with respect to the proposed Business
Combination under the rules of the SEC. Security holders may obtain
more detailed information regarding the names, affiliations, and
interests of certain of PHP’s executive officers and directors in
the solicitation by reading PHP’s Registration Statement and other
relevant materials filed with the SEC in connection with the
Business Combination when they become available. Information about
the directors and executive officers of PHP is set forth in PHP’s
annual report for the years ended December 31, 2021 and December
31, 2022, on Forms filed with the SEC, i.e., Form S-1, several
Forms 8-K and Forms 10-Q. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the stockholders in connection with the proposed
Business Combination will be set forth in the Registration
Statement when it is filed with the SEC. These documents can be
obtained free of charge at www.sec.gov.
Modulex and its directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the stockholders of PHP in connection with the
proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed Business Combination will be included in
the Registration Statement filed in connection with the proposed
Business Combination.
FORWARD-LOOKING STATEMENTS
This press release contains statements that
constitute “forward-looking statements,” including with respect to
the proposed Business Combination, within the meaning of the
federal securities laws. Forward-looking statements may include,
but are not limited to, statements with respect to Modulex’s
products, the likelihood of regulatory approval of such products
and their proposed uses; Modulex’s growth prospects and Modulex’s
potential target markets, as well as the size of those markets;
Modulex’s projected financial and operational performance; new
product and service offerings Modulex may introduce in the future;
the potential business combination, including the implied business
value, the expected post-closing ownership structure and the
likelihood and ability of the parties to successfully consummate
the potential transaction; the anticipated effect of the
announcement or pendency of the proposed business combination on
PHP’s or Modulex’s business relationships, performance, and
business generally; and other statements regarding PHP’s and
Modulex’s expectations, hopes, beliefs, intentions or strategies
regarding the future.
In addition, any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “outlook,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would,” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. You should carefully consider the risks and
uncertainties described in the “Risk Factors” section of any proxy
statement relating to the proposed business combination, which is
expected to be filed by PHP with the SEC, other documents filed by
PHP from time to time with SEC, and any risk factors made available
to you in connection with PHP, Modulex and the transaction. These
forward-looking statements involve a number of risks and
uncertainties (some of which are beyond the control of PHP and
Modulex), and other assumptions, which may cause the actual results
or performance to be materially different from those expressed or
implied by these forward-looking statements. No assurance can be
given that the business combination discussed above will be
completed on the terms described, or at all. Forward-looking
statements are subject to numerous conditions, many of which are
beyond the control of PHP, including those set forth in the Risk
Factors section of the Registration Statement and preliminary proxy
statement for the proposed Business Combination. Copies of these
documents are or will be available on the SEC’s website,
www.sec.gov. PHP undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
In addition to factors previously disclosed in
PHP’s reports filed with the SEC and those identified elsewhere in
this communication, the following factors, among others, could
cause actual results and the timing of events to differ materially
from the anticipated results or other expectations expressed in the
forward-looking statements: (i) the risk that the transactions
contemplated by the business combination agreement (the “Business
Combination Agreement”) governing the Business Combination may not
be completed in a timely manner or at all, which may adversely
affect the price of PHP’s securities; (ii) the risk that the
transactions contemplated by the Business Combination Agreement may
not be completed by PHP’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by PHP; (iii) the failure to satisfy
the conditions to the consummation of the transactions contemplated
by the Business Combination Agreement, including the adoption of
the Business Combination Agreement by the stockholders of PHP, the
satisfaction of the minimum cash amount following redemptions by
PHP’s public stockholders, (iv) the receipt of certain governmental
and regulatory approvals; (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of
the Business Combination Agreement; (vi) the potential effect of
the announcement or pendency of the transactions contemplated by
the Business Combination Agreement on Modulex’s business
relationships, performance and business generally; (vii) risks that
the transactions contemplated by the Business Combination Agreement
disrupt current plans and operations of Modulex; (viii) the outcome
of any legal proceedings that may be instituted against Modulex or
PHP related to the Business Combination Agreement or the
transactions contemplated thereby; (ix) the risk that PHP will be
unable to maintain the listing of PHP’s securities on Nasdaq
Capital Market; (x) the risk that the price of PHP’s securities,
including following the Closing, may be volatile due to a variety
of factors, including changes in the competitive and regulated
industries in which Modulex operates, variations in performance
across competitors, changes in laws and regulations affecting
Modulex’s business and changes in the capital structure; (xi) the
inability to implement business plans, forecasts, and other
expectations after the completion of the transactions contemplated
by the Business Combination Agreement, and identify and realize
additional opportunities; (xii) the risk of downturns and the
possibility of rapid change in the highly competitive industry in
which Modulex operates, (xiii) the risk of changes in applicable
law, rules, regulations, regulatory guidance, or social conditions
in the countries in which Modulex’s customers and suppliers operate
in that could adversely impact Modulex’s operations or the SPAC
market generally; (xiv) the risk of supply chain and supply route
challenges, including COVID-19, could result in delays or increased
costs for Modulex and partners deploying their technologies; (xv)
the risk that Modulex may not achieve or sustain profitability;
(xvi) the risk that Modulex will need to raise additional capital
to execute its business plan, which may not be available on
acceptable terms or at all; (xvii) the risk that Modulex
experiences difficulties in managing its growth and expanding
operations; (xviii) the inability to complete a PIPE financing on
attractive terms or at all; (xix) changes in overall economic
conditions that impact spending on Modulex’s products; and (xx)
deterioration in conditions of the building construction industry
or in broader economic conditions.
Actual results, performance or achievements may
differ materially, and potentially adversely, from any projections
and forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties, and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about PHP and
Modulex or the date of such information in the case of information
from persons other than PHP or Modulex, and we disclaim any
intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this
communication. Forecasts and estimates regarding Modulex’s industry
and end markets are based on sources we believe to be reliable,
however there can be no assurance these forecasts and estimates
will prove accurate in whole or in part. Annualized, pro forma,
projected, and estimated numbers are used for illustrative purposes
only, are not forecasts and may not reflect actual results.
NO OFFER OR SOLICITATION
This press release relates to a proposed
Business Combination between PHP and Modulex and is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed Business
Combination and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of PHP or Modulex,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Source
Modulex Modular Buildings Plc. 16 Berkeley Street, Mayfair,
London W1J 8DZ, United Kingdom Attn.: Suchit PunnoseEmail:
suchit@modulexglobal.com
PHP Ventures Acquisition Corp. CT 10-06, Level 10 Corporate
Tower Subang Square Jalan SS15/4G Subang Jaya 47500
Selangor, Malaysia Attn: Garry Stein Email:
gstein888@yahoo.com
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