UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2023

PHP Ventures Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

CT 10-06, Level 10

Corporate Tower Subang Square

Jalan SS15/4G

Subang Jaya

47500 Selangor, Malaysia

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code +60 3 5888 8485

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on May 15, 2023 and the Current Report filed on Form 8-K filed on May 23, 2023 by PHP Ventures Acquisition Corp. (the “Company”) with the Securities Exchange Commission, the Company had determined that it required additional time to complete its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 2023 Form 10-Q”) and expected to receive a notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) that the Company is not in compliance with NASDAQ Listing Rules. The Company received such notice (the “Compliance Letter”) on May 26, 2023, which has no immediate effect on the listing or trading of the Company’s securities on the NASDAQ Capital Market.

As previously reported on Form 8-K filed with the SEC on April 26, 2023, the Company received a notice (the “Initial Compliance Letter”) on April 22, 2023, with respect to the failure to pay certain fees (the “Delinquency Fees”) which has no immediate effect on the listing or trading of the Company’s securities on the NASDAQ Capital Market. Pursuant to the Compliance Letter, by June 21, 2023 (60 calendar days from the date of the Initial Compliance Letter) the Company is required to submit a plan to regain compliance with NASDAQ’s filing requirements for continued listing. The Company has wired the funds to NASDAQ as required and expects that will clear that deficiency.

The Company anticipates that it will file the Q1 2023 Form 10-Q prior to June 20, 2023, eliminating the applicability of the submission of a formal plan to regain compliance.

Item 9.01. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.