PHP Ventures Plans to Trade OTC After Removal from Nasdaq

PHP Ventures Acquisition in an 8-K said it will apply to list OTC after its shares were suspended from the Nasdaq. The SPAC since January had been going back and forth with the exchange over listing requirements to maintain a minimum market cap of $35 million and at least 300 shareholders.

While the SPAC has until May 2 to appeal the Nasdaq’s decision, PHP Ventures said it will coordinate with a market maker to apply to trade over the counter with Financial Industry Regulatory Authority.

PHP has a merger agreement with Modulex Modular Buildings, a UK-based, globally focused “ConstrucTech” manufacturer of modular buildings. The deal was announced in December 2022 at a $600 million valuation.

Proceeds consist of the SPAC’s $2.8 million in trust (based on a 70% redemptions assumption) plus a $105.3 million PIPE, according to an investor presentation. PHP indicated it may try to raise up to $200 million via a PIPE.

The business combination will facilitate funding for five factories across South Korea, Vietnam, Brazil, Egypt and the US, positioning Modulex to roll out a further 15 factories across emerging markets.

The SPAc originally raised $50 million in an August 2021 IPO. Read more.

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