As filed with the Securities and Exchange Commission on September 27, 2023.

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MODULEX MODULAR BUILDINGS PLC

(Exact name of registrant as specified in its charter)

England and Wales	3448	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

16 Berkeley Street

London, WIJ 8DZ

+44 20 7183 3710

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Suchit Punnose

Chief Executive Officer

Modulex Modular Buildings Plc

16 Berkeley Street

London, WIJ 8DZ

+44 20 7183 3710

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:

Andrew M. Tucker, Esq. Nelson Mullins Riley & Scarborough
LLP
101 Constitution Ave, NW
Suite 900
Washington, DC 20001
(202) 689-2987 Debbie A. Klis, Esq. Rimon PC
1990 K Street, NW Suite 420 Washington, DC 20006
(202) 935-3390 Cynthia Anandajayasekera, Esq Ogier 89 Nexus Way,
Camana Bay,
Grand Cayman,
Cayman Islands KY1-9009 Daniel Tunkel, Esq. Memery Crystal 165 Fleet Street London EC4A 2DY +44 (0) 207 421 7310

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated	☒	Smaller reporting company	☒
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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. Modulex Modular Buildings PLC may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is effective. This proxy statement/prospectus is neither an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

PRELIMINARY — SUBJECT TO COMPLETION DATED [●], 2023

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

OF

PHP VENTURES ACQUISITION CORP.

PROSPECTUS FOR UP TO 85,839,490 ORDINARY SHARES,

2,875,000 WARRANTS,

AND 2,875,000 ORDINARY SHARES UNDERLYING WARRANTS

OF

MODULEX MODULAR BUILDINGS PLC

The board of directors (the “PHP Board”) of PHP Ventures Acquisition Corp., a Delaware corporation (“PHP”), has unanimously approved the business combination agreement (“Business Combination Agreement”), dated as of December 8, 2022, by and among PHP, Modulex Modular Buildings Plc, a company incorporated in England and Wales (the “Company” or “Modulex”) and Modulex Merger Sub, an exempted company formed in the Cayman Islands and wholly-owned subsidiary of Modulex (“Merger Sub”). Pursuant to the Business Combination Agreement, PHP will merge with and into Merger Sub, with Merger Sub surviving the merger (the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Transactions”), PHP will become a wholly-owned subsidiary of Modulex, with the securityholders of PHP becoming securityholders of Modulex on a post-Transactions basis (the “Combined Company”), and Merger Sub will change its name to “Modulex Cayman Limited”, and amend and restate the memorandum and articles of association of such Combined Company in form and substance mutually acceptable in good faith to Modulex and PHP. Immediately prior to the effective time of the Business Combination (the “Effective Time”), pursuant to a recapitalization, Modulex intends to effect a share consolidation (the “Consolidation”) of its ordinary shares with a nominal value of £0.01 each (the “Modulex Ordinary Shares”), including those arising on conversion of all then-outstanding securities of Modulex that are convertible, exchangeable or exercisable Modulex Ordinary Shares (the “Company Convertible Securities”), including without limitation each Modulex Ordinary Share arising on conversion of each outstanding 250,000 preference B shares (the “Modulex Preference Shares”), each of the outstanding warrants to purchase Modulex Ordinary Shares, including any warrants issued subsequent to the date of the Business Combination Agreement (collectively, the “Continuing Company Warrants”) and any other securities convertible, exchangeable or exercisable for Modulex Ordinary Shares that may be issuable upon exercise of statutory or contractual pre-emptive rights of the Company, using a conversion ratio set forth in the Business Combination Agreement (the “Conversion Ratio”) that will result in all of the issued Modulex Ordinary Shares and all Modulex Ordinary Shares arising on conversion of all then-outstanding Company Convertible Securities, after giving effect to the Consolidation having an aggregate market value equal to approximately $600,000,000 (the “Total Deal Value”), such that as a result of such recapitalization, each Modulex Ordinary Share shall be valued at $10.00 per share and each of the outstanding Continuing Company Warrants shall be adjusted using the Conversion Ratio to reflect the recapitalization (the aggregate actions in this paragraph comprising the “Recapitalization”). For the avoidance of doubt, the Total Deal Value shall exclude any Modulex Ordinary Shares to be issued or issuable in connection with the PIPE Investment (as defined below) following the Recapitalization. Pursuant to the Business Combination Agreement, assuming the Consolidation and Recapitalization have occurred, at the Effective Time, (a) each share of PHP common stock, par value $0.0001 per share (“PHP Common Stock”), outstanding immediately prior to the Effective Time, will be exchanged for one ordinary share of the Combined Company (each, a “Combined Company Ordinary Share” and collectively, the “Combined Company Ordinary Shares”), (b) each PHP warrant entitling the holder to purchase one share of PHP Common Stock per warrant at a price of $11.50 per whole share (each, a “PHP warrant”) outstanding immediately prior to the Effective Time will be assumed by Modulex and will become one Combined Company warrant entitling the holder to purchase one Combined Company Ordinary Share per Combined Company warrant at a price of $11.50 per whole share (the “Modulex warrants”), and (c) each PHP right, entitling the holder thereof to receive one-tenth (1/10) of one share of PHP Common Stock (each, a “PHP right”) outstanding immediately prior to the Effective Time, shall automatically convert whereby each holder of ten (10) outstanding PHP rights shall, at the Effective Time, receive one (1) Combined Company Ordinary Share in exchange therefor (i.e., holders of PHP rights must hold rights in multiples of ten (10) in order to receive shares for all of their PHP rights upon closing of the Business Combination).

The Business Combination Agreement permits PHP and Modulex to enter into and consummate subscription agreements in form and substance mutually acceptable in good faith to PHP and Modulex (each, a “Subscription Agreement”) among potential investors (the “PIPE Investors”) for an aggregate subscription target of $30,000,000 in connection with one or more private placements in PHP and/or Modulex, to purchase Modulex Ordinary Shares and/or PHP Class A common stock, in each instance, to be consummated immediately prior to the Effective Time subject to the condition that the Closing occurs (the “PIPE Investment”). Any Modulex Ordinary Shares issued in connection with the PIPE Investment shall be issued following the consummation of the Recapitalization but prior to the Effective Time, and accordingly, the number of Modulex Ordinary Shares, purchase price per share and other terms of the PIPE Investment shall not be affected in any manner by the Recapitalization. The closing of any PIPE Investment will be conditioned upon the consummation of the Transactions. As of the date of this proxy statement/prospectus, Modulex has entered aggregate subscriptions for [●]% of Modulex Ordinary Shares for aggregate proceeds of $[●]. We refer to PIPE Investments raised by Modulex as the “Pre-Transaction Financing.”

In connection with the initial public offering of PHP, which was consummated on August 16, 2021, PHP and EF Hutton, division of Benchmark Investments, LLC, in its capacity as managing underwriter (the “Underwriter”) entered into the Underwriting Agreement dated as of August 16, 2021.

This proxy statement/prospectus covers the Combined Company Ordinary Shares and Combined Company warrants issuable to the securityholders of PHP, as described above. Accordingly, we are registering up to an aggregate of 85,839,490 Combined Company Ordinary Shares, 2,875,000 Combined Company warrants, and 2,875,000 Combined Company Ordinary Shares issuable upon the exercise of the warrants.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of PHP stockholders scheduled to be held on [●], 2023 in virtual format.

Modulex is incorporated in England and Wales and is not currently a United States public reporting company. Following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Business Combination, Modulex will become the Combined Company, as referenced herein, and will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Modulex intends to apply for listing of the Combined Company Ordinary Shares and Combined Company warrants on Nasdaq under the symbol “MDLX” and “MDLXW”, respectively, at the consummation of the Business Combination. It is a condition of the consummation of the Transactions that the Combined Company Ordinary Shares are approved for listing on the Nasdaq (subject only to official notice of issuance thereof). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that the Combined Company’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 46 for more information.

The Combined Company will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

The accompanying proxy statement/prospectus provides PHP stockholders with detailed information about the Business Combination and other matters to be considered at the special meeting of PHP. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 46 of the accompanying proxy statement/prospectus.

None of the Securities and Exchange Commission or any foreign or state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus incorporates important business and financial information about the registrant that is not included in or delivered with the document. This information is available without charge to security holders upon written or oral request to Laurel Hill Advisory Group, LLC, 2 Robbins Lane, Suite 201, Jericho, NY 11753, Telephone No.: (855) 414-2266. To obtain timely delivery, security holders must request the information no later than five business days before the date they wish to make their investment decision, by [●], 2023.

This proxy statement/prospectus is dated [●], 2023, and is first being mailed to PHP stockholders on or about [●], 2023.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF PHP VENTURES ACQUISITION CORP.

TO BE HELD ON [●], 2023

TO THE STOCKHOLDERS OF PHP VENTURES ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of PHP Ventures Acquisition Corp., a Delaware corporation (“PHP”), will be held at [●] a.m./p.m. Eastern Time, on [●], 2023 (the “Special Meeting”). You are cordially invited to attend and participate in the special meeting online by visiting https://www.cstproxy.com/phpventuresacquisition/2023. The special meeting will be held for the following purposes:

Proposal No. 1. — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, and the Transactions contemplated therein, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein (the “Business Combination Proposal”), including the Business Combination whereby PHP will merge with and into Modulex Merger Sub, an exempted company formed in the Cayman Islands (“Merger Sub”), with Merger Sub surviving the merger as a wholly-owned subsidiary of Modulex Modular Buildings Plc, a company incorporated in England and Wales (“Modulex”);

Proposal No. 2. Merger Proposal — to consider and vote on a proposal to approve the plan of merger (the “Merger Proposal”), so it is authorized, approved and confirmed in all respects; and PHP is authorized to merge with and into Merger Sub so that Merger Sub is the surviving entity and all the undertaking, property and liabilities of PHP vest in the surviving entity by virtue of such merger pursuant to the Cayman Islands Companies Act (2021 Revision) (the “Cayman Islands Act”) and the Delaware General Corporation Law, as amended (the “DGCL”);

Proposal No. 3. The Nasdaq Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the issued and outstanding PHP Common Stock in connection with the PIPE Investment (the “Nasdaq Proposal”);

Proposal No. 4. PHP Charter Proposal — to consider and vote upon a proposal to amend, immediately following and in connection with the closing of the Business Combination, PHP’s existing amended and restated certificate of incorporation (the “Existing PHP Charter”) by adopting the proposed second amended and restated certificate of incorporation of the Combined Company following the Business Combination between Merger Sub and PHP (the “Restated Charter”) attached hereto as Annex B (the “PHP Charter Proposal”); and

Proposal No. 5. The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination (the “Adjournment Proposal”).

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the Special Meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

Only holders of record of shares of PHP common stock, par value $0.0001 per share (“PHP Common Stock”), at the close of business on [●], 2023 (the “Record Date”) are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

After careful consideration, PHP’s board of directors (the “PHP Board”) has determined that each of the proposals listed is fair to and in the best interests of PHP and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of the PHP Board, you should keep in mind that PHP’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a stockholder of PHP. See the section entitled “Proposal One — The Business Combination Proposal — Interests of Sponsors, Directors and Officers in the Business Combination.”

The closing of the Business Combination is conditioned on approval of the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, and the PHP Charter Proposal (collectively, the “Conditions Precedent Proposals”) at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Conditions Precedent Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

All PHP stockholders are cordially invited to attend the special meeting, which will be held virtually over the Internet at https://www.cstproxy.com/phpventuresacquisition/2023. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of PHP Common Stock on the record date, you may also cast your vote at the Special Meeting. If your PHP Common Stock is held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting, obtain a proxy from your broker or bank.

A complete list of PHP stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of PHP for inspection by stockholders during business hours for any purpose germane to the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting virtually or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your PHP Common Stock, please contact Laurel Hill Advisory Group LLC. Questions can also be sent by email to PHP@laurelhill.com. This notice of Special Meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https:// www.cstproxy.com/phpventuresacquisition/2023.

Thank you for your participation. We look forward to your continued support.

Choo Yeow Marcus Ngoh

Chairman & CEO

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL PUBLIC HOLDERS (THE “PUBLIC STOCKHOLDERS”) OF SHARES OF PHP COMMON STOCK ISSUED IN PHP’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR STOCK TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, PHP’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE SPECIAL MEETING.

YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF PHP STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS	1
INDUSTRY AND MARKET DATA	1
TRADEMARKS, TRADE NAMES AND SERVICE MARKS	1
SELECTED DEFINITIONS	2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	8
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING	9
SUMMARY	28
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	45
RISK FACTORS	46
SPECIAL MEETING OF PHP STOCKHOLDERS	96
PROPOSAL ONE – THE BUSINESS COMBINATION PROPOSAL	104
PROPOSAL TWO – THE MERGER PROPOSAL	123
PROPOSAL THREE – THE NASDAQ PROPOSAL	124
PROPOSAL FOUR – THE PHP CHARTER PROPOSAL	125
PROPOSAL FIVE – THE ADJOURNMENT PROPOSAL	127
MANAGEMENT FOLLOWING THE BUSINESS COMBINATION	128
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	140
THE BUSINESS COMBINATION AGREEMENT	144
AGREEMENTS ENTERED INTO IN CONNECTION WITH THE BUSINESS COMBINATION AGREEMENT	155
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	158
CERTAIN MATERIAL TAX CONSIDERATIONS	173
INFORMATION ABOUT THE COMPANIES	177
PHP’S BUSINESS	178
MODULEX’S BUSINESS	190
PHP’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	213
MODULEX’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	216
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	224
DESCRIPTION OF MODULEX ORDINARY SHARES	235
DESCRIPTION OF MODULEX WARRANTS	241
MODULEX ORDINARY SHARES ELIGIBLE FOR FUTURE SALE	248
COMPARISON OF RIGHTS OF MODULEX SHAREHOLDERS AND PHP STOCKHOLDERS	249
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF PHP, MODULEX AND THE COMBINED COMPANY	257
APPRAISAL RIGHTS	260
STOCKHOLDER COMMUNICATIONS	260
LEGAL MATTERS	260
EXPERTS	261
DELIVERY OF DOCUMENTS TO SHAREHOLDERS	261
ENFORCEABILITY OF CIVIL LIABILITY	261
TRANSFER AGENT AND REGISTRAR	262
WHERE YOU CAN FIND MORE INFORMATION	262
INDEX TO FINANCIAL STATEMENTS	F-1
ANNEX A—BUSINESS COMBINATION AGREEMENT	A-1
ANNEX B— PHP SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	B-1
ANNEX C—FORM OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF MODULEX	C-1
ANNEX D—HOULIHAN FAIRNESS OPINION	D-1

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form S-4 filed with the Securities and Exchange Commission, or SEC, by Modulex, constitutes a prospectus of Modulex under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Combined Company Ordinary Shares to be issued to PHP stockholders in connection with the Business Combination, as well as the Combined Company warrants to acquire Combined Company Ordinary Shares, and PHP rights, which convert in sets of ten (10) at the Effective Time into one (1) Combined Company Ordinary Share.

This document also constitutes a proxy statement of PHP under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the special meeting of PHP stockholders to consider and vote upon the proposals to adopt the Business Combination Agreement and the Transactions contemplated therein, to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, and the PHP Charter Proposal (as each term is defined herein).

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “Modulex” and the “Company” refer to Modulex Modular Buildings Plc, together with its subsidiaries. All references in this proxy statement/prospectus to “PHP” refer to PHP Ventures Acquisition Corp. All references in this proxy statement/prospectus to the “Combined Company” refer to Modulex Modular Buildings Plc, together with its subsidiaries including PHP on or after the Closing of the Business Combination.

Statements made in this proxy statement/prospectus concerning the contents of any contract, agreement or other document are only summaries of such contracts, agreements or documents and are not complete descriptions of all of their terms. Complete copies of the Business Combination Agreement and the Ancillary Documents listed in items A through I of the definition of Ancillary Documents are set forth in Annex A to this proxy statement/prospectus. The summaries set forth herein are qualified in their entireties by reference to the complete agreements, and we urge you to read the complete agreements set forth in Annex A. Other documents summarized in this proxy statement/prospectus are filed as exhibits to the Registration Statement of which this proxy statement/prospectus forms a part or to the reports and registration statements filed by PHP with the SEC and are available at the SEC’s web site at www.sec.gov, and the summaries thereof set forth herein are qualified in their entireties by reference to the complete agreements, and we urge you to read the complete agreements.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Modulex’s industry and the regions in which it operates, including Modulex’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts. Modulex has not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which Modulex believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While Modulex believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of Modulex’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Modulex’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

1

SELECTED DEFINITIONS

“$,” “USD,” “US$” and “U.S. dollar”	mean a reference to the United States dollar.
“Ancillary Documents”	means: a)       Form of Assignment, Assumption and Amendment to Warrant Agreement b)       Form of Lock-Up Agreement c)       Form of Minority Lock-Up Agreement d)       Form of Company Equity Plan e)       First Amendment to Registration Rights Agreement f)        Form of Sponsor Voting Agreement g)       Form of Voting and Support Agreement h)       Form of Insider Letter Amendment i)        Form of Modulex Registration Rights Agreement
“Amended Letter Agreement”	means the Letter Agreement combined with the amendment to the Letter Agreement attached as Exhibit H to the Business Combination Agreement, to be executed on or prior to the Closing of the Business Combination, by and among PHP, the Sponsor and Modulex pursuant to which Modulex will assume certain obligations of PHP thereunder with respect to the Combined Company securities issued in replacement of the Sponsor’s PHP securities in the Business Combination, the provisions of the Letter Agreement applicable to PHP securities would become applicable to the Combined Company securities issued in replacement therefor, and the lock-up provisions applicable to the Founder Shares, Private Placement Units, Private Placement Shares and Private Placement Warrants in the Letter Agreement would be revised to match the lock-up provisions applicable to Modulex securityholders who are parties to the Modulex Lock-Ups.
“Cayman Islands Act”	means the Cayman Islands Companies Act (2021 Revision).
“Closing”	means the closing of the Business Combination.
“Code”	means the Internal Revenue Code of 1986, as amended.
“Combined Company”	means Modulex, together with its subsidiaries, including PHP, on or after the Closing of the Business Combination.
“Combined Company Ordinary Shares”	means the Modulex Ordinary Shares after the Closing of the Business Combination with a nominal value of approximately £[0.097] per share, along with any equity securities paid as dividends or distributions after the Effective Time of the Transactions with respect to such Modulex Ordinary Shares or into which such shares are exchanged or converted after the Closing.
“Combined Company Right”	means, upon the Effective Time, each PHP right that becomes the right to receive one-tenth (1/10th) of one Combined Company Ordinary Share.

2

“Combined Company warrants”	means the warrants of the Combined Company to be received by warrant holders of PHP in exchange for their PHP warrants at the Effective Time of the Business Combination, pursuant to the Business Combination Agreement, which warrant entitles the holder to purchase one Combined Company Ordinary Share per warrant at a price of $11.50 per whole share.
“Companies Act”	means, collectively, the Companies Act 2006, as amended, being an Act of the Parliament of the United Kingdom, which forms the primary source of English company law.
“Company Convertible Securities”	means any outstanding securities of the Company that are convertible, exchangeable or exercisable Modulex Ordinary Shares, including without limitation each Modulex Preference Share and each Continuing Company Warrant and any other securities convertible, exchangeable or exercisable for Modulex Ordinary Shares that may be issuable upon exercise of statutory or contractual pre-emptive rights of the Company.
“Company Equity Award”	means, as of any determination time, each Modulex option of the Combined Company and each other award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of Modulex or its subsidiaries of rights of any kind to receive any equity security of Modulex or its subsidiaries under any Company Equity Plan or otherwise that is outstanding.
“Company Equity Plan”	means, collectively, Modulex Modular Building PLC Global Equity Incentive Plan of the Combined Company, and each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of Modulex or its subsidiaries of rights of any kind to receive Equity Securities of Modulex or its subsidiaries or benefits measured in whole or in part by reference to equity securities of Modulex or its subsidiaries.
“Condition Precedent Proposals”	means the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, and the PHP Charter Proposal.
“Consolidation”	means a share consolidation of the Modulex Ordinary Shares using the Conversion Ratio immediately prior to the Effective Time of the Business Combination.
“Conversion Ratio”	means a conversion ratio that will result in all of the issued and outstanding Modulex Ordinary Shares and all Modulex Ordinary Shares arising upon conversion of all of the outstanding Company Convertible Securities having the aggregate Total Deal Value after giving effect to the Consolidation.
“DGCL”	means the Delaware General Corporation Law, as amended.
“Effective Time”	means the day on which the Business Combination closes and the Transactions contemplated in the Business Combination Agreement are consummated.

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“Exchange Act”	means the Securities Exchange Act of 1934, as amended.
“Existing PHP Charter”	means PHP’s existing amended and restated certificate of incorporation.
“Extension Fees”	means monies deposited into the Trust Account in order to extend the time PHP has to complete its initial business combination.
“Founder Shares”	means the 1,437,500 shares of PHP Class B common stock, par value $0.0001 per share, held by the Sponsor and PHP’s officers and directors, which were acquired for an aggregate purchase price of $25,000 prior to the PHP IPO and which will automatically convert into Combined Company Ordinary Shares upon the consummation of the Business Combination on a one-for-one basis.
“Indebtedness”	means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the Ordinary Course of Business consistent with past practices), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar written instrument, (d) all obligations of such Person under leases that are or should be classified as capital leases in accordance with US GAAP (as applicable to such Person), I all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, regardless of whether such instrument has been drawn or claimed against, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) all obligations secured by an Lien on any property of such Person, (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (i) all obligation described in clauses (a) through (h) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.
“Initial Stockholders”	means the Sponsor and any PHP officers or directors that hold Founder Shares.
“JOBS Act”	means the Jumpstart Our Business Startups Act of 2012.
“Letter Agreement”	means the letter agreement, dated as of August 16, 2021, between PHP and each of the holders of Founder Shares.
“Loan and Transfer Agreement”	means that certain Loan and Transfer Agreement dated August 8, 2022, as may be amended from time to time, by and between Red Ribbon Asset Management Plc, founded by Mr. Suchit Punnose (the chief executive officer of Modulex); Mr. Low Ban Chai; the Sponsor and PHP, which is due and payable in full at the Effective Time.

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“Merger Sub”	means Modulex Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of Modulex, which became a party to the Business Combination Agreement upon execution of a joinder agreement.
“Modulex A&R Articles”	means Modulex’s Amended and Restated Articles of Association, which shall become effective as of the completion of the Consolidation, a copy of which is appended to this proxy statement/prospectus as Annex C.
“Modulex Current Articles”	means Modulex’s current Articles of Association adopted in accordance with the Companies Act.
“Modulex Lock-Ups”	means the Lock-Up Agreement entered into by each of Modulex’s officers, directors and Significant Company Shareholders (as defined in the Business Combination Agreement) as of the execution of the Business Combination Agreement for a two-year period, as well as the lock-up agreements with at least ninety percent (90%) of Modulex shareholders for a two-year period.
“Modulex Ordinary Shares”	means the ordinary shares of Modulex with a nominal value of £0.01 each.
“Modulex Preference Shares”	means the preference “B” shares of the Company with a nominal value of £0.01 each per share.
“Modulex warrants”	means the warrants of Modulex prior to the Closing of the Business Combination.
“Nasdaq”	means The Nasdaq Capital Market.
“PCAOB”	means the Public Company Accounting Oversight Board.
“PHP Board”	means the board of directors of PHP.
“PHP Common Stock”	means the PHP common stock, par value $0.0001 per share, outstanding immediately prior to the Effective Time, which will be exchanged for one Modulex Ordinary Share at Closing of the Business Combination.
“PHP IPO”	means the initial public offering of PHP, which was consummated on August 16, 2021.
“PHP Public Shares” or “public shares “or “PHP Class A common stock”	means the PHP Class A common stock, par value $0.0001 per share, registered with the SEC as part of the PHP IPO.
“PHP right”	means the rights as part of the units issued by PHP in the PHP IPO and the Private Placement Units, entitling the holder thereof to receive one-tenth (1/10) of one share of PHP Common Stock, which rights shall automatically convert whereby each holder of ten (10) outstanding PHP rights shall, at the Effective Time of the Business Combination be entitled to receive one Combined Company Ordinary Share.
“PHP securities”	means the PHP Public Shares, the PHP rights and the PHP warrants.

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“PHP warrant”	means the warrants of PHP entitling the holder to purchase one share of PHP Common Stock per warrant at a price of $11.50 per whole share outstanding immediately prior to the Effective Time that will be assumed by the Combined Company to become a Combined Company warrant, including the warrants (i) issued in a private placement to the Sponsor by PHP at the time of the consummation of the PHP IPO, entitling the holder thereof to purchase one (1) share of PHP Class A common stock per warrant at a purchase price of $11.50 per share, and (ii) one-half (1/2) of one (1) redeemable warrant that was included as part of each PHP unit, each whole warrant entitling the holder thereof to purchase one (1) share of PHP Class A common stock at a purchase price of $11.50 per share.
“PIPE Investment”	means one or more private placement in PHP and/or Modulex, if any, before the Closing of the Business Combination to purchase PHP Class A Common Stock and/or Modulex Ordinary Shares, respectively, for an aggregate subscription target of $30,000,000 in connection with one or more.
“PIPE Investors”	means the investors, if any, in the PIPE Investments pursuant to executed Subscription Agreements.
“PIPE Subscription Agreements”	means each Subscription Agreement the PIPE Investors in connection with a potential PIPE Investment.
“Private Placement Rights”	means the rights that were part of the Private Placement Units sold to Sponsor via the private placement in connection with the PHP IPO.
“Private Placement Shares”	means the shares of PHP Class A common stock sold to Sponsor via the private placement in connection with the PHP IPO.
“Private Placement Units”	means the 293,400 PHP units sold to Sponsor via private placement in connection with the PHP IPO with each private placement unit consisting of one private placement share and three-quarters of one private placement warrant.
“Private Placement Warrants”	means the warrants PHP sold to Sponsor via private placement in connection with the PHP IPO.
“proxy statement/prospectus”	means this proxy statement/prospectus included in this Registration Statement on Form S-4     , filed by Modulex with the SEC.
“Public Stockholders”	means the holders of PHP public shares.
“Recapitalization”	means the proposed recapitalization of the Modulex Ordinary Shares preceding the Effective Time of the Transactions as described in further detail below.
“Record Date”	means the date set by the PHP Board on which holders of PHP Common Stock are entitled to vote at the Special Meeting.

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“Redemption”	means the right of the holders of PHP Common Stock to have their shares redeemed in accordance with the Existing PHP Charter and organizational documents and the procedures set forth in this proxy statement/prospectus.
“Restated Charter”	means the proposed second amended and restated certificate of incorporation of the Combined Company following the Business Combination between Merger Sub and PHP, attached hereto as Annex B, that is the subject of the PHP Charter Proposal.
“Rights Agent”	means Continental Stock Transfer & Trust Company, in its capacity as rights agent under the Rights Agreement.
“Rights Agreement”	means the Rights Agreement, dated as of August 16, 2021, between PHP and the Rights Agent.
“Securities Act”	means the Securities Act of 1933, as amended.
“Special Meeting” and “Meeting”	means the special meeting of shareholders of PHP to be held on [●], 2023 at [● a.m. Eastern Time].
“Sponsor”	means Global Link Investment LLC, a Delaware limited liability company.
“Sponsor Lock-Up Shares”	means the Combined Company Ordinary Shares held by the Sponsor and certain officers and directors beginning on the Effective Time of the Business Combination that are subject to the PHP Registration Rights Agreement, pursuant to which the Sponsor and certain officers and directors have agreed not to transfer their respective Combined Company Ordinary Shares, except to certain permitted transferees, beginning on the Effective Time of the Business Combination and continuing until the earlier of (i) one hundred eighty (180) days thereafter and (ii) when the Combined Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all shareholders having the right to exchange such ordinary shares for cash, securities or other property.
“Total Deal Value”	means approximately $600 million.
“Transactions”	means the transactions contemplated by the Business Combination Agreement and the Ancillary Documents.
“UK GAAP”	means accounting principles generally accepted in the United Kingdom.
“Underwriting Agreement”	means the Underwriting Agreement dated as of August 16, 2021, between PHP and EF Hutton, division of Benchmark Investments, LLC, in its capacity as managing underwriter thereunder.
“Units”	means the 5,000,000 PHP units sold as part of the PHP IPO, the 293,400 private placement units sold to Sponsor, and the 750,000 units sold to the underwriter following the exercise of its over-allotment option, each consisting of one share of PHP Common Stock, one-half (1/2) of one redeemable PHP warrant and one right to acquire one-tenth (1/10th) of one (1) share of PHP Common Stock.
“US GAAP”	means accounting principles generally accepted in the United States of America.
“Warrant Agent”	means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Warrant Agreement.
“Warrant Agreement”	means the Warrant Agreement, dated as of August 16, 2021, between PHP and the Warrant Agent
“Warrants”	means the Public Warrants and Private Warrants.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding Modulex’s, PHP’s or the Combined Company’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, Modulex’s or PHP’s expectations concerning the outlook for their or the Combined Company’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the Combined Company as set forth in the sections of this proxy statement/prospectus titled “Proposal One—The Business Combination Proposal—PHP’s Board of Directors’ Reasons for the Business Combination and Recommendation of Its Board of Directors.” Forward-looking statements also include statements regarding the expected benefits of the proposed Business Combination between Modulex and PHP.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

● The cyclicality of the modular construction industry;

● The effects of health epidemics, such as the recent global COVID-19 pandemic;

● Competition in the modular construction industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors;

● If Modulex fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand;

● Disruptions in relationships with any one of Modulex’s key customers;

● Any difficulty selling Modulex’s products if customers do not design its products into their product offerings;

● Sustained yield problems or other delays in the manufacturing process of products;

● If PHP’s stockholders fail to properly demand redemption rights, they will not be entitled to convert their PHP Common Stock into a pro rata portion of the Trust Account;

● The financial and other interests of PHP’s board of directors may have influenced PHP’s board of directors’ decision to approve the Business Combination;

● The Modulex securities to be received by PHP’s securityholders as a result of the Business Combination will have different rights from PHP securities and PHP’s stockholders will have a reduced ownership and voting interest of the Combined Company after consummation of the Business Combination; and

● The other matters described in the section titled “Risk Factors”.

In addition, the Business Combination is subject to the satisfaction of the conditions to the completion of the Business Combination set forth in the Business Combination Agreement and the absence of events that could give rise to the termination of the Business Combination Agreement, the possibility that the Business Combination does not close, and risks that the proposed Business Combination disrupts current plans and operations and business relationships, or poses difficulties in attracting or retaining employees for the Combined Company.

Modulex and PHP caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. Neither Modulex nor PHP undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that Modulex or PHP will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in PHP’s public filings with the SEC or, upon and following the consummation of the Business Combination, in the Combined Company’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information.”

Market, ranking and industry data used throughout this proxy statement/prospectus, including statements regarding market size and technology adoption rates, is based on the good faith estimates of the Combined Company the Combined Company’s management, which in turn are based upon the Combined Company’s management’s review of internal surveys, independent industry surveys and publications, and other third-party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Modulex is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Modulex’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND

THE SPECIAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to PHP stockholders. PHP stockholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the special meeting.

Q: Why am I receiving this proxy statement/prospectus?

A: PHP and Modulex have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and PHP encourages its stockholders to read it in its entirety. PHP’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement and the Transactions contemplated therein, which, among other things, provides for PHP to merge with and into Merger Sub with Merger Sub surviving the Business Combination as a wholly-owned subsidiary of Modulex, and the other Transactions contemplated by the Business Combination Agreement. See “Proposal One — The Business Combination Proposal.”

Q: Are there any other matters being presented to stockholders at the meeting?

A: In addition to voting on the Business Combination Proposal (as defined herein), the stockholders of PHP will vote on the following proposals:

● To consider and vote on a proposal to approve the Merger Proposal(as defined herein), so the plan of merger is authorized, approved and confirmed in all respects; and PHP is authorized to merge with and into Merger Sub so that Merger Sub is the surviving entity and all the undertaking, property and liabilities of PHP vest in the surviving entity by virtue of such merger pursuant to the Cayman Islands Act and the DGCL. See Proposal Two – Merger Proposal.

● To consider and vote on the Nasdaq Proposal (as defined herein) to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than twenty percent (20%) of the issued and outstanding PHP Common Stock in connection with the PIPE Investment. See Proposal Three — The Nasdaq Proposal.

● To consider and vote upon the PHP Charter Proposal (as defined herein) to amend, immediately following and in connection with the closing of the Business Combination, the Existing PHP Charter by adopting the Restated Charter attached hereto as Annex B . See Proposal Four — PHP Charter Proposal.

● To consider and vote upon the Adjournment Proposal (as defined herein) to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination. See Proposal Five — The Adjournment Proposal.

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PHP will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

The vote of stockholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q: Are the Proposals conditioned on one another?

A: Unless the Business Combination Proposal is approved, the Merger Proposal, the Nasdaq Proposal, and the PHP Charter Proposal will not be presented to the stockholders of PHP at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If PHP does not consummate the Business Combination and fails to complete an initial business combination by August 16, 2024 (subject to an additional twelve (12), one-month extensions upon the Sponsor or its affiliates or permitted designees depositing extension payments in the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions, per month into the Trust Account in accordance with the procedures set forth in the Trust Agreement for which the Sponsor receives a non-interest bearing, unsecured promissory note, payable upon consummation of a Business Combination, in exchange, commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023 in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter), PHP will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its stockholders.

Q: Why is PHP providing stockholders with the opportunity to vote on the Business Combination?

A: The Delaware General Corporation Law and Nasdaq rules applicable to PHP, require PHP to obtain the approval of its stockholders for transactions such as the Business Combination. Also, pursuant to the PHP Charter, PHP is required to provide stockholders with an opportunity to have their shares of PHP Common Stock redeemed for cash, either through a stockholder meeting or tender offer. Due to the structure of the Transactions, PHP is providing this opportunity through a stockholder vote.

Q: Why am I receiving this proxy statement/prospectus if I only own PHP warrants?

A: The PHP warrants will become exercisable following the Business Combination and will become Combined Company warrants that entitle holders to purchase Combined Company Ordinary Shares, as described in more detail herein. This proxy statement/prospectus includes important information about PHP and the business of Modulex and its subsidiaries following the closing of the Business Combination. Because holders of PHP warrants will become holders of Combined Company warrants that entitle the holder to purchase Ordinary Shares after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q: What will happen upon consummation of the Business Combination?

A: Upon consummation of the Business Combination, the PHP Common Stock and PHP rights will be automatically exchanged for Combined Company Ordinary Shares (whereby the PHP rights will be converted in units of ten (10) PHP rights for one Combined Company Ordinary Share and only units of ten (10) PHP rights will convert) and the PHP warrants will be exchanged for Combined Company warrants, as described herein. Upon consummation of the Business Combination, PHP units will be split into their component parts of PHP Common Stock, PHP rights and PHP warrants, and likewise exchanged, as set forth above. The PHP units will cease to be outstanding. Following consummation of the Business Combination, PHP Common Stock, PHP rights and PHP warrants will have been exchanged, as described above, and will consequently cease to be publicly traded on the Nasdaq. Modulex intends to apply for listing of the Combined Company Ordinary Shares and Combined Company warrants on the Nasdaq under the symbol “MDLX” and “MDLXW”, respectively, to be effective upon the consummation of the Business Combination. It is a mutual condition of the parties to the Closing, subject to waiver, that the Combined Company Ordinary Shares and Combined Company warrants are accepted for listing on the Nasdaq. While trading on the Nasdaq is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that the Combined Company’s securities will be listed on the Nasdaq (if that requirement is waived by the parties to the Business Combination Agreement) or that a viable and active trading market will develop. See “Risk Factors — Risks Related to the Combined Company Following the Business Combination” for more information.

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Q: Why is PHP proposing the Business Combination?

A: PHP was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On August 16, 2021, PHP consummated its initial public offering (the “PHP IPO”) of units, with each unit consisting of one share of its Class A common stock, one-half of one redeemable warrant, and one right to receive one-tenth (1/10) of one share of PHP’s Class A common stock raising total gross proceeds of $57,500,000. Simultaneously with the closing of the PHP IPO, PHP consummated the sale of 293,400 Private Placement Units at a price of $10.00 per unit in a private placement to its Sponsor, generating gross proceeds of $2,934,000. The net proceeds from the IPO and a portion of the proceeds of the private placement, $58,075,000 in the aggregate, were placed in a trust account established for the benefit of PHP’s public stockholders (the “Trust Account”). Since the PHP IPO, PHP’s activity has been limited to the evaluation of business combination candidates. The net trust balance as of August 25, 2023 ( after two charter amendments, on December 30, 2022 and August 15, 2023 and the related PHP public shareholder redemptions) is approximately $9,417,876.

PHP believes Modulex presents an appealing market opportunity and growth profile, a strong position in its industry and a compelling valuation. As a result, PHP believes that the Business Combination will provide PHP stockholders with an opportunity to participate in the ownership of a company with significant growth potential. See Proposal One — The Business Combination Proposal; Proposal Two — The Merger Proposal; PHP’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors.”

Q: Did PHP’s board of directors obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination?

A: Yes. PHP retained Houlihan Capital, LLC (“Houlihan”) as its financial advisor in connection with the Business Combination for a non-contingent fee of $200,000, of which $80,000 due upon execution of the agreement, with the remainder of $120,000 due within 90 days of public disclosure of the opinion. In connection with this engagement, the PHP Board requested that Houlihan evaluate the fairness of the Total Deal Value, from a financial point of view, to the PHP stockholders. Houlihan delivered a written fairness opinion to the PHP Board dated November 30, 2022, in which it concluded that, as of such date and based on and subject to the matters described therein, Houlihan was of the opinion that the Total Deal Value is fair from a financial point of view to the PHP stockholders. See “Proposal One — The Business Combination Proposal — Opinion of PHP’s Financial Advisor.” See also the Houlihan Fairness Opinion attached at Annex D.

Q: Do I have redemption rights?

A: If you are a holder of PHP public shares, you have the right to demand that PHP redeem such shares for a pro rata portion of the cash held in PHP’s Trust Account, calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.”

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Notwithstanding the foregoing, a holder of PHP public shares, together with any affiliate of the holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the public shares. Accordingly, all public shares, in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

The Existing PHP Charter provides that PHP will only redeem public shares so long as, after such redemption, PHP’s net tangible assets, as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act, or of any entity that succeeds PHP as a public company (such as Modulex), will be at least Five Million One Dollar ($5,000,001 or any greater net tangible asset either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all PHP public shares properly demanded to be redeemed by holders of PHP public shares.

Pursuant to a Letter Agreement dated August 16, 2021, by and between PHP, the Sponsor, and PHP’s directors and executive officers, at the closing of the PHP IPO, PHP’s Sponsor, directors and executive officers waived their right to redeem any Founder Shares or Private Placement Shares that they own in connection with PHP stockholder approval of the Business Combination, any proposed amendment to the Existing PHP Charter prior to the consummation of the Business Combination (although they are entitled to redemption and liquidation rights with respect to any PHP public shares that they own or may acquire in PHP fails to consummate a business combination within the time frame required by the Existing PHP Charter). The waiver was a condition to the issuance of the shares, and there was no consideration paid for the waiver. Additionally, on or prior to the Closing of the Business Combination, PHP, the Sponsor and Modulex agreed to enter into the Amended Letter Agreement pursuant to which Modulex will assume certain obligations of PHP thereunder with respect to the Combined Company securities issued in replacement of the Sponsor’s PHP securities in the Business Combination, the provisions of the Letter Agreement applicable to PHP securities would become applicable to the Combined Company securities issued in replacement therefor, and the lock-up provisions applicable to the Founder Shares, Private Placement Units, Private Placement Shares and Private Placement Warrants in the Letter Agreement would be revised to match the lock-up provisions applicable to Modulex securityholders who are parties to the Modulex Lock-Ups.

Q: How do I exercise my redemption rights?

A: A holder of PHP public shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of public shares on the record date. If you are a holder of PHP public shares and wish to exercise your redemption rights, you must demand that PHP convert your public shares into cash and deliver your public shares to PHP’s transfer agent either by (i) physical delivery of paper stock certificates or (ii) electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System, in each case no later than two (2) business days prior to the special meeting. Any holder of public shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account, less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

Any request for redemption, once made by a holder of PHP public shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the special meeting. If you deliver your shares for redemption to PHP’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that PHP’s transfer agent return the shares (physically or electronically). You may make such request by contacting PHP’s transfer agent at the address listed at the end of this section.

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Any written demand of redemption rights must be received by PHP’s transfer agent at least two (2) business days prior to the vote taken on the Business Combination Proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a holder of PHP public shares (including through the ownership of PHP units) and you exercise your redemption rights, it will not result in the loss of any PHP warrants that you may hold (including those contained in any units you hold). Each of your whole PHP warrants will become Combined Company warrants that are exercisable to purchase one Combined Company Ordinary Share following consummation of the Business Combination; provided, however, that such warrants are out of the money when the PHP Common Stock trades below $11.50 per share. Your PHP rights will convert at the Effective Time whereby, for each ten rights held, the holder of the PHP rights will receive one Combined Company Ordinary Share (only sets of ten (10) PHP rights are eligible for conversion). Please see “Questions and Answers about the Business Combination and the Special Meeting—Q. What percentage of the Combined Company will be owned by PHP stockholders who elect not to redeem their shares?” below for additional information with respect to the effect of redemptions under the No Redemption, Interim and Maximum Redemption Scenarios as well as the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” However, if the number of public shares redeemed are at a level which would cause the failure of conditions to close the Business Combination, and subsequently the Business Combination did not occur, your PHP warrants and PHP rights would expire worthless, unless PHP consummated another business combination prior to being required to liquidate its Trust Account. For more information on these conditions, see the prior question “Do I have redemption rights”.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: Under Section 262 of the General Corporation Law of the State of Delaware, the holders of PHP Common Stock, PHP rights, and PHP warrants will not have appraisal rights in connection with the Business Combination.

Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A: The net proceeds of the PHP IPO, together with the full exercise of the over-allotment option by the underwriter and a portion of the amount raised from the Private Placement Units for a total of $58,075,000, was placed in the Trust Account immediately following the PHP IPO. On August 15, 2022, and November 7, 2022, respectively, PHP’s Sponsor deposited $575,000 totaling $1,150,000 into the Trust Account in order the extend the time PHP has to complete its initial business combination from August 16, 2022, to November 16, 2022.

In February 16, 2023, PHP further extended the time to complete its initial business combination six times beginning August 16, 2023, as PHP’s Sponsor deposited an additional $110,796.88 into the Trust Account for each one-month extension commencing February 16, 2023, as was approved by PHP stockholders on December 30, 2022 in an amendment to the Existing PHP Charter).

On August 15, 2023, PHP held a virtual special meeting of its stockholders to vote on three proposals. At the special meeting, holders of PHP Common Stock voted on and approved, two of the three proposals presented, an extension proposal and trust amendment proposal. In connection with the vote at the special meeting, Public Stockholders holding 906,611 Public Shares exercised their right to redeem those shares for cash. After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of $2,012,500 to the underwriter of the PHP IPO as deferred underwriting commissions) and for working capital (including repayment of $1,371,594 pursuant to a Loan Transfer Agreement and used to pay certain extension fees incurred for more time to consummate the business combination) and general corporate purposes.

If PHP does not consummate the Business Combination and fails to complete an initial business combination by August 16, 2024 (subject to an additional twelve (12), one-month extensions upon the Sponsor or its affiliates or permitted designees depositing extension payments in the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions, per month into the Trust Account in accordance with the procedures set forth in the Trust Agreement for which the Sponsor receives a non-interest bearing, unsecured promissory note, payable upon consummation of a Business Combination, in exchange, commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023 in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter), PHP will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its stockholders.

On September 25, 2023, PHP entered into a Promissory Note with Sponsor for an amount up to $1,500,000 to memorialize the loan Sponsor made to PHP for the six extension payments each month beginning February 16, 2023 in the amount of $110,796.88 each, and the twelve extension payments each month beginning August 16, 2023 in the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month.

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Q: What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: PHP’s public stockholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders is substantially reduced as a result of redemptions by public stockholders. To the extent that there are fewer PHP public shares and public stockholders, the trading market for Combined Company Ordinary Shares may be less liquid than the market was for PHP prior to the Transactions and the Combined Company may not be able to meet the listing standards of a national securities exchange. In addition, to the extent of any additional redemptions, even fewer funds from the Trust Account would be available to the Combined Company to be used in the business including for working capital available following the consummation of the Business Combination. PHP’s working capital will be reduced in proportion to such redemptions and will also be reduced to the extent of PHP’s and Modulex’s transaction expenses. Reduced working capital may adversely affect the Combined Company’s business and future operations.

Q: What happens if the Business Combination is not consummated?

A: If PHP does not complete the Business Combination with Modulex for whatever reason, PHP would search for another target business with which to complete a business combination. If PHP does not complete the Business Combination with Modulex or another business combination by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension commencing August 16, 2023, as was approved by PHP Stockholders in an amendment to the Existing PHP Charter, of August 15, 2023, or such later date approved by PHP stockholders in an amendment to the Existing PHP Charter), PHP must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of interest that may be used by the Company to pay income taxes or other taxes) divided by the number of outstanding PHP public shares. The Sponsor and PHP’s officers and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not affected in the required time period, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to PHP’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q: How do the Sponsor and the officers and directors of PHP intend to vote on the proposals?

A: The Sponsor, as well as PHP’s officers and directors (collectively, the “Initial Stockholders”), beneficially own and are entitled to vote an aggregate of 1,437,500 Founder Shares and 293,400 shares of PHP’s Class A common stock included in the Private Placement Units or approximately 66.6% of the outstanding PHP Common Stock. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. In addition to the shares of PHP Common Stock held by the Sponsor and PHP’s officers and directors, PHP would need no additional shares of the PHP public shares to be voted in favor of the Business Combination Proposal and other proposals in order for them to be approved (assuming all outstanding shares are voted on each proposal).

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Q: What percentage of the Combined Company will be owned by PHP stockholders who elect not to redeem their shares?

A: After the completion of the Business Combination and Transactions, PHP’s stockholders will own a significantly smaller percentage of the Combined Company than they currently own of PHP. Consequently, PHP’s stockholders, as a group, will have reduced ownership and voting power in the Combined Company compared to their ownership and voting power in PHP.

Assuming that no additional holders of PHP Common Stock exercises redemption rights as described in this proxy statement/prospectus, at the Closing, existing Modulex shareholders would hold approximately 79.91% assuming no dilution and 68.95% assuming full dilution of the Combined Company Ordinary Shares and current PHP public stockholders would hold approximately 1.13% assuming no dilution and 2.18% assuming full dilution of the Combined Company Ordinary Shares, the Initial Stockholders (including the Sponsor) would hold approximately 2.39% assuming no dilution and 2.11% assuming full dilution of the Combined Company Ordinary Shares), PIPE Investors would hold approximately 14.58% assuming no dilution and 25.05% assuming full dilution of the Combined Company Ordinary Shares, and FA Equity would hold approximately 1.99% assuming no dilution and 1.71% assuming full dilution of the Combined Company Ordinary Shares. This assumes (1) the amount from the various sources of cash may change based on (a) the amount of public stockholder redemptions prior to Closing, (b) investor interest in the acquisition, and (c) the then current markets for equity and debt financing; (2) pre-Transaction funds of $5,250,000; (3) Unit PIPE Investment funds of $50,000,000; (4) convertible note PIPE Investment funds of $50,000,000; (5) pre-Transaction valuation of Combined Company at $600,000,000; (6) includes differed PHP IPO fees and underwriter Business Combination fee, working capital account and does not include additional fees from service providers at closing (such as legal, audit, and financial advisors); (7) there are no new awards under any new Company Equity Plan and no adjustments to the transaction consideration; (8) a redemption price per share of $10.00; (9) public investors redemptions of 70%; (10) PHP IPO of $57,500,000; (11) cashless exercise of warrants at $18 price; and (12) Sponsor shares acquired prior to Business Combination by Red Ribbon.

Pursuant to the Business Combination Agreement, assuming the Consolidation has occurred, at the Effective Time, (a) each share of PHP Common Stock, par value $0.0001 per share, outstanding immediately prior to the Effective Time will be exchanged for on Ordinary Share, (b) each PHP warrant entitling the holder to purchase one share of PHP Common Stock per warrant at a price of $11.50 per whole share outstanding immediately prior to the Effective Time will be assumed by Modulex and will become one Modulex warrant entitling the holder to purchase one Ordinary Share per warrant at a price of $11.50 per whole share (the “Modulex warrants”), and (c) each PHP right, entitling the holder thereof to receive one-tenth (1/10) of one share of PHP Common Stock outstanding immediately prior to the Effective Time, shall automatically convert whereby each holder of ten (10) outstanding PHP rights shall, at the Effective Time, receive one (1) Ordinary Share in exchange therefor, thus holders of PHP rights must hold rights in multiples of 10 in order to receive shares for all of their PHP rights upon closing of the Business Combination. The following table shows the outstanding shares of the Combined Company after giving effect to the Business Combination:

	Outstanding Shares of Modulex Holdings Limited
	Assuming No Additional Redemptions			Assuming 25% Additional Redemptions			Assuming 50% Additional Redemptions			Assuming 75% Additional Redemptions			Assuming Max Additional Redemptions
Total outstanding shares pre-Business Combination		3,503,650			3,503,650			3,503,650			3,503,650			3,503,650
Class A common shares issuable to Modulex directors and associates		2,527,443			2,527,443			2,527,443			2,527,443			2,527,443
Class A common shares issuable to Modulex external investors		42,720,282			42,720,282			42,720,282			42,720,282			42,720,282
Class A common shares issuable to related parties		15,156,596			15,156,596			15,156,596			15,156,596			15,156,596
Class A common shares issuable in a private placement		29,340			29,340			29,340			29,340			29,340
Class A common shares issuable pursuant to the conversion of Rights		575,000			575,000			575,000			575,000			575,000
Class A common shares issuable in a pre-transaction financing		750,000			750,000			750,000			750,000			750,000
Class A common shares issuable pursuant to PIPE financing		10,000,000			10,000,000			10,000,000			10,000,000			10,000,000
Share redemptions		(906,611	)		(1,123,145	)		(1,339,680	)		(1,556,215	)		(1,772,750	)
Total Modulex Global Ordinary Shares outstanding post-Business Combination		74,355,700			74,139,166			73,922,631			73,706,096			73,489,561

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In addition, the following table illustrates varying ownership levels in Modulex Ordinary Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including public warrants, private placement warrants, warrants issued in a pre-transaction financing, and warrants issued in a PIPE:

			% of Total (2)
Additional Dilution Sources (1)	Total Shares		Assuming No Additional Redemptions (3)			Assuming 25% Additional Redemptions (4)			Assuming 50% Additional Redemptions (5)			Assuming 75% Additional Redemptions (6)			Assuming Maximum Redemptions (7)
Shares underlying PHP public warrants (8)		1,038,194		1.4	%		1.4	%		1.4	%		1.4	%		1.4	%
Shares underlying PHP private placement warrants (9)		52,975		0.1	%		0.1	%		0.1	%		0.1	%		0.1	%
Shares underlying Modulex warrants (10)		248,919		0.3	%		0.3	%		0.3	%		0.3	%		0.3	%
Shares underlying PHP warrants issued in a pre-transaction financing (11)		750,000		1.0	%		1.0	%		1.0	%		1.0	%		1.0	%
Shares underlying PHP warrants issued in a PIPE (12)		10,000,000		11.9	%		11.9	%		11.9	%		11.9	%		12.0	%
Total additional dilution sources		12,090,088		14.7	%		14.7	%		14.7	%		14.7	%		14.8	%

(1)

All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.

(2)

The Percentage of Total with respect to each Additional Dilution Source set forth above, including the Total Additional Dilution Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative no redemption scenario, the Percentage of Total with respect to the shares underlying the public warrants would be calculated as follows: (a) 1,038,194 shares issued pursuant to the public warrants; divided by (b) (i) 74,355,700 shares (the number of shares outstanding prior to any issuance pursuant to the shares underlying the public warrants) plus (ii) 1,038,194 shares issued pursuant to the shares underlying the private placement warrants.

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(3)	Amount shown represents share redemption levels reflecting no additional redeemable public shares outstanding.
(4)	Amount shown represents share redemption levels reflecting 25% of the redeemable public shares outstanding (1,123,145 shares).
(5)	Amount shown represents share redemption levels reflecting 50% of the redeemable public shares outstanding (1,339,680 shares).
(6)	Amount shown represents share redemption levels reflecting 75% of the redeemable public shares outstanding (1,556,215 shares).
(7)	Assumes that 100% of PHP’s remaining redeemable public shares (1,772,750 shares) are redeemed in connection with the Business Combination.
(8)	Assumes exercise of all publicly held warrants to purchase 1,038,194 shares of PHP Common Stock.
(9)	Assumes exercise of all private placement warrants to purchase 52,975 shares of PHP Common Stock.
(10)	Assumes exercise of all Modulex warrants to purchase 248,919 shares of PHP Common Stock.
(11)	Assumes exercise of all warrants issued in a pre-transaction financing to purchase 750,000 shares of PHP Common Stock.
(12)	Assumes exercise of all warrants issued in a PIPE financing to purchase 10,000,000 shares of PHP Common Stock.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares. The following table shows the dilutive effect and the effect on the per share value of Modulex Ordinary Shares held by non-redeeming holders of PHP Common Stock under a range of redemption scenarios and PHP Warrant exercise scenarios:

	Assuming No Additional Redemptions (1)				Assuming 25% Additional Redemptions (2)				Assuming 50% Additional Redemptions (3)
	Shares		Value per Share (6)		Shares		Value per Share (7)		Shares		Value per Share (8)
Base Scenario (11)		74,355,700	$	11.50		74,139,166	$	11.50		73,922,631	$	11.50
Excluding Sponsor Shares (12)		72,624,800		11.77		72,408,266		11.77		72,191,731		11.78
Exercising public warrants (13) (14)		75,393,894		11.34		75,177,360		11.34		74,960,825		11.34
Exercising private placement warrants (13) (14)		74,657,594		11.45		74,441,060		11.45		74,224,525		11.45
Exercising pre-transaction financing warrants (13) (14)		76,143,894		11.23		75,927,360		11.23		75,710,825		11.23
Exercising PIPE financing warrants (13) (14)		84,657,594		10.10		84,441,060		10.10		84,224,525		10.09
Exercising all warrants (13) (14)		86,445,788		9.89		75,479,254		11.30		75,262,719		11.30

	Assuming 75% Additional Redemptions (4)				Assuming Maximum Redemptions (5)
	Shares		Value per Share (9)		Shares		Value per Share (10)
Base Scenario (11)		73,706,096	$	11.50		73,489,561	$	11.50
Excluding Sponsor Shares (12)		71,975,196		11.78		71,758,661		11.78
Exercising public warrants (13) (14)		74,744,290		11.34		74,527,755		11.34
Exercising private placement warrants (13) (14)		74,007,990		11.45		73,791,455		11.45
Exercising pre-transaction financing warrants (13) (14)		75,494,290		11.23		75,277,755		11.23
Exercising PIPE financing warrants (13) (14)		84,007,990		10.09		83,791,455		10.09
Exercising all warrants (13) (14)		75,046,184		11.29		74,829,649		11.29

(1)	Assumes that no additional shares of PHP Class A Common Stock are redeemed.
(2)	Assumes that 1,123,145 shares of PHP Class A Common Stock, or 25% of PHP’s outstanding redeemable public shares, are redeemed.
(3)	Assumes that 1,339,680 shares of PHP Class A Common Stock, or 50% of PHP’s outstanding redeemable public shares, are redeemed.
(4)	Assumes that 1,556,215 shares of PHP Class A Common Stock, or 75% of PHP’s outstanding redeemable public shares, are redeemed.
(5)	Assumes that 1,772,750 shares of PHP Class A Common Stock, or 100% of PHP’s outstanding redeemable public shares, are redeemed.

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(6)	Based on a post-transaction equity value of the Combined Company of $208.7 million.
(7)	Based on a post-transaction equity value of the Combined Company of $206.4 million.
(8)	Based on a post-transaction equity value of the Combined Company of $204.0 million.
(9)	Based on a post-transaction equity value of the Combined Company of $201.6 million.
(10)	Based on a post-transaction equity value of the Combined Company of $199.3 million.
(11)	Represents the post-Closing share ownership of the Combined Company assuming various levels of redemption by holders of PHP Common Stock.
(12)	Represents the Base Scenario excluding the 1,437,500 founders shares (the PHP Class B Common Stock) held by Sponsor and the PHP Initial Stockholders and excluding the 293,400 private placement units (consisting of placement shares and private placement warrants) held by Sponsor, and which we collectively refer to in this table as “Sponsor Shares.”
(13)	Represents the Base Scenario plus the exercise of warrants. Warrants are exercisable up to 12,090,088 shares of Modulex Ordinary Shares. Of these, public warrants are exercisable into 1,038,194 shares, and PHP’s private placement warrants are exercisable into 52,975 shares. PHP’s public warrants and private placement warrants are only exercisable after the consummation of the Business Combination, and following their conversion into Combined Company Warrants. Assumes no redemption of PHP warrants. See “Description of Securities of the Combined Company —Warrants” for more information, including the terms for redemption of warrants, which, among other things, are only redeemable after the Business Combination and if the price of the Combined Company Common Stock exceeds $11.50 per share for a specified period of time.
(14)	Does not account for proceeds paid to PHP or the Combined Company, if any, in connection with payment of the exercise prices for warrants, which may be exercisable, in the case of our public warrants, by payment either of an exercise price or on a cashless basis under certain circumstances. See “Description of Securities of The Combined Company —Warrants” for more information.

Upon the issuance of Combined Company Ordinary Shares in connection with the Business Combination, the percentage ownership of the Combined Company by Public Stockholders who do not redeem their Public Shares will be diluted. PHP Public Stockholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Stockholders. The percentage of the total number of outstanding shares of that will be owned by Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination and the number of shares of common stock issued upon conversion of the Preferred Stock.

Q: What factors did PHP’s board consider in evaluating the Business Combination?

A: PHP’s board of directors considered a number of factors in determining whether to approve the Business Combination Agreement and the Transactions contemplated thereby, including the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to:

● Market Potential. Size and forecast growth rates of the applicable markets for Modulex’s products in view of recent studies (2019 and 2020 by McKinsey Global Institute) proclaiming that modular construction is a cost-effective solution, which is a significant driver in the successful implementation by Modulex in both developing and developed countries around the world.

● Product Quality. Technical quality of Modulex’s products and unique characteristics and price points.

● Customers and Production. The prospects generally for modular construction companies as well as prospective customer responses to Modulex products as indicated by its current letter of intent and progress toward the construction of its first MegaFactory^TM in India, which is due for completion of construction in December 2023 followed by the commencement of steel modular building supplies production in 2024 to be exported to the U.K., U.S. and E.U. and to supply projects within India, followed by the construction of 19 additional MegaFactories to follow over the next 12 years.

● Forecast Financial Performance. The forecast revenue and projected profit as well as earnings growth potential for Modulex, which is supported by due diligence and the above noted factors. While short-term variances from forecasts may occur with market conditions, PHP felt comfortable with the projected Modulex earnings and profit.

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● Attractive Valuation. PHP’s board of directors believes Modulex’s implied valuation following the Business Combination relative to the current valuations experienced by comparable publicly traded companies in the modular construction sector is favorable for PHP.

● Experienced Senior Leadership Team. Modulex is led by an experienced management team in the modular construction and technology industry who is passionate about creating a cutting-edge ConstrucTech business by delivering the full potential of “Modular Buildings 2.0” and has worked together for a considerable period.

● Stockholder Liquidity. The obligation in the Business Combination Agreement to have Modulex Ordinary Shares issued as consideration listed on the Nasdaq Capital Markets, a major U.S. stock exchange, which PHP’s board of directors believes has the potential to offer stockholders greater liquidity.

● Due Diligence. PHP’s due diligence examinations of Modulex and discussions with Modulex’s management and financial and legal advisors.

● Other Alternatives. PHP’s board of directors believes, after a thorough review of other business combination opportunities reasonably available to PHP over more than 12 months, that the Business Combination represents the best potential business combination for PHP and the most attractive opportunity for PHP’s management to accelerate its business plan, the process utilized to evaluate and assess other potential combination targets, and PHP’s board of directors’ belief that such process has not presented a better alternative; and

● Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between PHP and Modulex.

PHP’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

● Industry Cyclicality. The cyclicality of the construction industry;

● Unknown Growth of Modular Construction Industry. External market factors, combined with fragmented and complex industry dynamics and an overall aversion to risk, have made change slow in the construction industry, which makes for uncertainty how well the modern trend of modular construction will reshape the industry;

● Persistent Demand for Construction Labor. The persistent demand for available and qualified workers reported by contractors leading to declining work opportunities as a direct result of the labor shortage.

● COVID-19. The effects of health epidemics, such as the recent global COVID-19 pandemic, on Modulex’s operations;

● Competition. Competition in the modular construction industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors;

● Supply & Demand Issues. If Modulex fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand;

● Customer Relationships. The lack of revenue and existing customer contracts apart from a letter of intent from 2021 and Modulex’s ability to grow its customer base followed by future disruptions in relationships with customers;

● Lack of Integration Risk. Any difficulty selling Modulex’s products if customers do not design Modulex’s products into their product offerings;

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● Dependence on Design Wins. Modulex’s dependence on winning selection processes;

● Margin from Design Wins. Even if Modulex succeeds in winning selection processes for its products, Modulex may not generate timely or sufficient net sales or margins from those wins;

● Manufacturing Delays. Sustained yield problems or other delays in the manufacturing process of products;

● Systems Update. The need to update Modulex’s financial systems and operations necessary for a public company listed on Nasdaq;

● Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the Combined Company’s future revenues;

● Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

● Redemption Risk. The potential that a significant number of PHP stockholders elect to redeem their shares prior to the consummation of the merger and pursuant to PHP’s existing charter, which would potentially make the Transactions more difficult or impossible to complete;

● Stockholder Vote. The risk that PHP’s stockholders may fail to provide the respective votes necessary to effect the Transactions;

● Closing Conditions. The fact that the completion of the Transactions is conditioned on the satisfaction of certain closing conditions in the Business Combination Agreement that are not within PHP’s control;

● Litigation. The possibility of litigation challenging the consummation of the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Transactions;

● Liquidation of PHP. The risks and costs to PHP if the Transactions are not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in PHP being unable to effect a business combination by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve (12) times commencing August 16, 2023, as was approved by PHP Stockholders in an amendment to the Existing PHP Charter, on August 15, 2023, or such later date approved by PHP stockholders in an amendment to the Existing PHP Charter);

● PHP Stockholders Receiving Minority Position. The fact that existing PHP stockholders will hold a minority position in the Combined Company;

● Fees and Expenses. The fees and expenses associated with completing the merger;

● Interests of Certain Persons. Some officers and directors of PHP may have interests in the merger. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page 119 of this proxy statement/prospectus; and

● Other Risks. Various other risks associated with Modulex’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

For more information about our Board’s decision-making process, see the section entitled “Proposal One — The Business Combination Proposal — The Board’s Reasons for Approval of the Business Combination.”

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Q: What interests do the Sponsor and the current officers and directors of PHP have in the Business Combination?

A: In considering the recommendation of PHP’s board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of PHP’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. PHP’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to stockholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

● Garry Stein is currently a member of PHP’s Sponsor. By virtue of this relationship, Mr. Stein may be deemed to share beneficial ownership of the securities held of record by our Sponsor. Mr. Stein disclaims any such beneficial ownership except to the extent of his pecuniary interest in the shares of PHP Class B common stock. The consummation of the Business Combination will result in Mr. Stein becoming the legal owner of 60,000 Combined Company Ordinary Shares and an independent director and chair of the Combined Company Board’s Audit Committee.

● Suchit Punnose is the Founder and CEO of Modulex. Modulex is one of Red Ribbon Asset Management Plc’s (“Red Ribbon” or “RRAM”) investment ventures. Suchit Punnose is the founder and CEO of Red Ribbon. On August 8, 2022, one week before PHP’s initial 12-month period to complete a business combination would have expired on August 16, 2021, Red Ribbon loaned $1,650,000 to PHP to cover all Extension Fees totaling $1,150,000 with the balance to be used for working capital pursuant to a loan and transfer agreement (the “Loan and Transfer Agreement”). See Exhibit 10.10, the Loan and Transfer Agreement.

● If the Business Combination with Modulex or another business combination is not consummated by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension, for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023 in an amendment to the PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter), then PHP will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and PHP’s board of directors, dissolving and liquidating. In such event, the 1,437,500 Founder Shares held by the Sponsor and officers and directors, which were acquired by the Sponsor for $25,000, and the and 293,400 shares of PHP’s Class A common stock included in the Private Placement Units, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an aggregate market value of $15,683,125 and the 293,400 shares of PHP’s Class A common stock included in the Private Placement Units had an aggregate market value of $3,200,994 based upon the closing price of $10.91 per share on the Nasdaq on September 8, 2023. On the other hand, if the Business Combination is consummated, each outstanding share of PHP Common Stock will be converted into one Combined Company Ordinary Share. Our sponsor transferred 20,000 shares to Mr. Ngoh, 6,000 shares to Mr. Stein, 2,500 shares to Mr. Phoon, 2,500 shares to Mr. Anih and 3,000 shares to Legacy Royals, LLC an entity controlled by Mr. Gordon. Additionally, pursuant to a Securities Transfer Agreement dated January 23, 2023, Red Ribbon Asset Management PLC transferred 50,000 shares Class B Common Stock to Mr. Stein. Finally, pursuant to a Securities Transfer Agreement dated March 21, 2023, Low Ban Chai transferred 4,000 shares of Class B Common Stock to Mr. Stein.

● If PHP is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by PHP for services rendered or contracted for or products sold to PHP. If PHP consummates the Business Combination, on the other hand, Modulex will be liable for all such claims.

● The Sponsor and PHP’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on PHP’s behalf, such as identifying and investigating possible business targets and business combinations. However, if PHP fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, PHP may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023. Previously, on December 30, 2022, PHP Stockholders approved an amendment to the Existing PHP Charter to extend the deadline to February 16, 2023 (or later to August 16, 2023, if PHP’s Sponsor deposits an additional $0.0625 per PHP public share per month into the Trust Account for each of the six one-month extensions.

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●	On February 14, 2023, PHP’s Sponsor deposited $110,796.88 into the Trust account for its public stockholders, representing $0.0625 per public share, allowing PHP to extend the period of time it has to consummate its initial business combination by one month from February 16, 2023 to March 16, 2023.
●	On March 14, 2023, PHP issued a press release announcing that it caused to be deposited $110,796.88 into the Trust account for its public stockholders, representing $0.0625 per public share, allowing PHP to extend the period of time it has to consummate its initial business combination by one month from March 16, 2023 to April 16, 2023.
●	On April 26, 2023, PHP issued a press release announcing that it caused to be deposited $110,796.88 into the Trust account for its public stockholders, representing $0.0625 per public share, allowing PHP to extend the period of time it has to consummate its initial business combination by one month from April 16, 2023 to May 16, 2023.
●	On May 16, 2023, PHP issued a press release announcing that it caused to be deposited $110,796.88 into the Trust account for its public stockholders, representing $0.0625 per public share, allowing PHP to extend the period of time it has to consummate its initial business combination by one month from May 16, 2023 to June 16, 2023.
●	On June 16, 2023, PHP issued a press release announcing that it caused to be deposited $110,796.88 into the Trust account for its public stockholders, representing $0.0625 per public share, allowing PHP to extend the period of time it has to consummate its initial business combination by one month from June 16, 2023 to July 16, 2023.
●	On July 13, 2023, PHP deposited $110,796.88 into the Trust account for its public stockholders, representing $0.0625 per public share, allowing PHP to extend the period of time it has to consummate its initial business combination by one month from July 16, 2023 to August 16, 2023.
●	On August 15, 2023, PHP held a special meeting of its stockholders (the “Special Meeting”) and shareholders approved the proposal (the “Trust Amendment Proposal”) to authorize PHP to enter into Amendment No. 2 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow PHP to extend the date to complete an initial business combination or Continental must liquidate the Trust Account established in connection with the PHP IPO, which was approved allowing PHP to extend beyond August 16, 2023 by up to twelve (12), one-month extensions through August 16, 2024 (each of the twelve (12), one-month extensions, an “Extension”, and each such extended date a “Deadline Date”), which is the date by which the Company must have completed its initial business combination or liquidate the Trust Account. In connection with each Extension, the Sponsor (or its affiliates or permitted designees), will deposit into the Trust Account the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month, as set forth in the Trust Agreement (the “Extension Amendment Proposal”). In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 906,611 shares of Class A common stock exercised the right to redeem such shares for cash.
	Following the Special Meeting on August 15, 2023, the Company caused to be deposited the amount of $34,645.56 into the Company’s trust account for its public stockholders on August 16, 2023, allowing the Company to extend the date by which the Company may consummate an initial business combination by one month from August 16, 2023 to September 16, 2023.

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	The Company caused to be deposited the amount of $34,645.56 into the Company’s trust account for its public stockholders on September 18, 2023, allowing the Company to extend the date by which the Company may consummate an initial business combination by one month from September 16, 2023 to October 16, 2023.
	As of June 30, 2023, the Sponsor and PHP’s officers and directors and their affiliates had incurred approximately $0.00 of unpaid reimbursable expenses.
●	On September 25, 2023, PHP entered into a Promissory Note with Sponsor for an amount up to $1,500,000 to memorialize the loan Sponsor made to PHP for the six extension payments each month beginning February 16, 2023 in the amount of $110,796.88 each, and the twelve extension payments each month beginning August 16, 2023 in the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month.
●	The Business Combination Agreement provides for the continued indemnification of PHP’s current directors and officers and the continuation of directors and officers liability insurance covering PHP’s current directors and officers.
●	PHP’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to PHP to fund certain capital requirements. If the Business Combination is not consummated, any such loans will not be repaid and will be forgiven except to the extent there are funds available to PHP outside of the Trust Account.
●	The Sponsor will benefit financially from the completion of any business combination even if the Combined Company Ordinary Share price declines after the Business Combination, generating a negative return for other shareholders. The Sponsor will lose substantially all of its investment in PHP and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not completed by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023 in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter). Thus, if the proposed Business Combination with Modulex is not consummated, PHP may seek to complete a business combination with a less favorable target company or on terms less favorable to PHP stockholders rather than choose to dissolve and liquidate.
●	Garry Stein is currently a party to a consulting agreement with Red Ribbon (the sponsor of Modulex), PHP and Sponsor whereby Mr. Stein will be awarded 50,000 shares after consummation of the Business Combination in exchange for consulting services rendered that are related to consummation of the Business Combination agreement. Mr. Stein will also be an independent member of the board of directors and chair of the Combined Company’s Audit Committee following the closing of the Business Combination and, therefore, in the future Mr. Stein will receive any cash fees, stock options or stock awards that the board of directors of the Combined Company determines to pay to its non-executive directors. Mr. Stein disclosed his interest to the PHP Board on March 23, 2023 and the PHP Board approved this arrangement.
●	If PHP is unable to raise funding for a PIPE and enter into PIPE subscription agreements, Modulex will engage in pre-consummated transaction financing for a minimum of US$30 million but up to US$100 million.
●	The Sponsor paid an aggregate of $25,000 for 1,437,500 Founder Shares, which had an aggregate market value of $15,683,125 and the 293,400 shares of PHP’s Class A common stock included in the Private Placement Units had an aggregate market value of $3,200,994 based upon the closing price of $10.91 per share on the Nasdaq on September 8, 2023. If the proposed Business Combination with Modulex is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other stockholders experience a negative rate of return in post-Business Combination. Our Sponsor transferred 20,000 shares to Mr. Ngoh, 6,000 shares to Mr. Stein, 2,500 shares to Mr. Phoon, 2,500 shares to Mr. Anih and 3,000 shares to Legacy Royals, LLC an entity controlled by Mr. Gordon. Additionally, pursuant to a Securities Transfer Agreement dated January 23, 2023, Red Ribbon Asset Management PLC transferred 50,000 shares Class B Common Stock to Mr. Stein. Finally, pursuant to a Securities Transfer Agreement dated March 21, 2023, Low Ban Chai transferred 4,000 shares of Class B Common Stock to Mr. Stein.

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Q: When do you expect the Business Combination to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the PHP special meeting, which is set for [●], 2023; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to the approval of the holders of Ordinary Shares as well as other customary closing conditions. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing of the Transactions.”

Q: What do I need to do now?

A: PHP urges you to read and consider the information contained in this proxy statement/prospectus carefully, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or a warrant holder of PHP. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q: When and where will the special meeting take place?

A: The special meeting will be held on [●], 2023, at 10:00 a.m., Eastern Time, solely over the Internet by means of a live audio webcast. You may attend the special meeting webcast by accessing the web portal located at https://www.cstproxy.com/phpventuresacquisition/2023 and following the instructions set forth below. Stockholders participating in the special meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the special meeting, virtual attendees will be able to vote via the web portal during the special meeting webcast and submit questions or comments to PHP’s directors and officers during the special meeting. Stockholders may submit questions or comments during the meeting through the special meeting webcast by typing in the “Submit a question” box.

Q: How do I attend the Special Meeting?

A: Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of PHP’s stockholders, the special meeting will be held virtually. To register for and attend the special meeting, please follow these instructions as applicable to the nature of your ownership of PHP Common Stock:

● Shares Held of Record. If you are a record holder, and you wish to attend the virtual special meeting, go to https://www.cstproxy.com/phpventuresacquisition/2023, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the special meeting, you will need to log back into the meeting site using your control number.

● Shares Held in Street Name. If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you who wish to attend the virtual special meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the special meeting. Holders should contact their bank, broker, or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. “Street” name holders should contact EF Hutton on or before [●], 2023.

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Stockholders will also have the option to listen to the special meeting by telephone by calling:

● Within the U.S. and Canada: (888) 965-8995 (toll-free)

● Outside of the U.S. and Canada: (415) 655-0243 (standard rates apply)

The passcode for telephone access: [●]. You will not be able to vote or submit questions unless you register for and log in to the special meeting webcast as described above.

Q: How do I vote?

A: If you are a holder of record of PHP Common Stock on the record date, you may vote by virtually attending the special meeting and submitting a ballot via the special meeting webcast or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual special meeting and vote through the web portal, obtain a legal proxy from your broker, bank or nominee.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. The Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, the PHP Charter Proposal, and the Adjournment Proposal are all non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to any of these proposals unless you provide voting instructions.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. Stockholders of record may send a later-dated, signed proxy card to PHP’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting or virtually attend the special meeting and submit a ballot through the web portal during the special meeting webcast. Stockholders of record also may revoke their proxy by sending a notice of revocation to PHP’s transfer agent, which must be received prior to the vote at the special meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to virtually attend the special meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

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Q: What constitutes a quorum for the special meeting?

A: A quorum is the minimum number of shares of PHP Common Stock that must be present to hold a valid meeting. A quorum will be present at the PHP special meeting if a majority of the voting power of the issued and outstanding shares of PHP Common Stock entitled to vote at the meeting are represented at the virtual special meeting or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

Q: What stockholder vote thresholds are required for the approval of each proposal brought before the Special Meeting?

● Proposal One – The Business Combination Proposal — Approval of the Business Combination Proposal will require the affirmative vote of holders of a majority of the shares of PHP Common Stock outstanding on the Record Date. Abstentions will have the effect of votes against the Business Combination Proposal. Brokers are not entitled to vote shares on the Business Combination Proposal absent voting instructions from the beneficial owner of those shares and, consequently, broker non-votes will have the effect of votes against the Business Combination Proposal. The Business Combination Proposal is one of the Condition Precedent Proposals and, therefore, adoption of the Business Combination Proposal is conditioned upon the approval and adoption of each of the other Condition Precedent Proposals – unless all Condition Precedent Proposals are adopted, none of them will be adopted.

● Proposal Two – The Merger Proposal — Like the Business Combination Proposal, approval of the Merger Proposal will require the affirmative vote of holders of a majority of the shares of PHP Common Stock outstanding on the Record Date. Abstentions will have the effect of votes against the Merger Proposal. Brokers are not entitled to vote shares on the Merger Proposal absent voting instructions from the beneficial owner of those shares and, consequently, broker non-votes will have the effect of votes against the Merger Proposal. The Merger Proposal is one of the Condition Precedent Proposals and, therefore, adoption of the Merger Proposal is conditioned upon the approval and adoption of each of the other Condition Precedent Proposals – unless all Condition Precedent Proposals are adopted, none of them will be adopted.

● Proposal Three – The Nasdaq Proposal — Approval of the Nasdaq Proposal will require the affirmative vote of a majority of the votes cast at the special meeting. Abstentions and broker non-votes will have no effect on approval of the Nasdaq Proposal. The Nasdaq Proposal is one of the Condition Precedent Proposals and, therefore, adoption of the Nasdaq Proposal is conditioned upon the approval and adoption of each of the other Condition Precedent Proposals – unless all of Condition Precedent Proposals are adopted, none of them will be adopted.

● Proposal Four – The PHP Charter Proposal — Approval of the PHP Charter Proposal will require the affirmative vote of holders of a majority of the shares of PHP Common Stock outstanding on the Record Date. Abstentions will have the effect of votes against the PHP Charter Proposal. Brokers are not entitled to vote shares on the PHP Charter Proposal absent voting instructions from the beneficial owner of those shares and, consequently, broker non-votes will have the effect of votes against the PHP Charter Proposal. The PHP Charter Proposal is one of the Condition Precedent Proposals and, therefore, adoption of the PHP Charter Proposal is conditioned upon the approval and adoption of each of the other Condition Precedent Proposals – unless all Condition Precedent Proposals are adopted, none of them will be adopted.

● Proposal Five – Adjournment Proposal — Approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by PHP stockholders by proxy at the special meeting. If a valid quorum is otherwise established, a stockholder’s failure to vote at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, however. The Adjournment Proposal is not conditioned upon adoption of any of the other proposals.

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Q. How would the failure to complete the PIPE Investment affect the Combined Company following the Closing of the Business Combination?

A. The amount of working capital available to the Combined Company after the Business Combination will depend in substantial part on the successful completion of the PIPE Investment or the availability of alternative sources of funding. Following the redemption on August 15, 2023 of 866,139 shares of PHP public shares remain outstanding which would be redeemable at an approximate price of $10.87 per share, based on the balance in PHP’s Trust Account as of August 25, 2023, of approximately $9,417,876. In connection with the consummation of the Business Combination, the PHP Stockholders may redeem all or a portion of the remaining shares of PHP Class A Common Stock they hold. Accordingly, a failure to successfully complete the PIPE Investment at a sufficient level of net proceeds could leave the Combined Company undercapitalized and with inadequate working capital to fund its operations or unable to grow its operations and revenue sufficiently to achieve positive net cash flow, which could adversely affect its business, financial condition and results of operations and impair the value of the Combined Company Ordinary Shares.

Q: What happens if I fail to take any action with respect to the special meeting?

A: If you fail to take any action with respect to the meeting and the Business Combination is approved by the PHP stockholders and consummated, you will become a shareholder and/or warrant holder of the Combined Company.

If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of PHP, as applicable, and PHP will continue to search for another target business with which to complete an initial business combination. If PHP does not complete the Business Combination with Modulex or another business combination by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023 in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter), PHP must cease all operations except for the purpose of winding up, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of interest that may be used by the Company to pay income taxes or other taxes), and as promptly as reasonably possible following such redemption, subject to the approval of PHP’s remaining stockholders and its board of directors, dissolve and liquidate.

Q: What should I do with my PHP Common Stock, PHP rights and/or PHP warrant certificates?

A: Warrant holders and those stockholders who do not elect to have their shares of PHP Common Stock redeemed for a pro rata share of the Trust Account should wait for instructions from PHP’s transfer agent regarding what to do with their certificates. PHP stockholders who exercise their redemption rights must deliver their share certificates to PHP’s transfer agent (either physically or electronically) no later than two (2) business days prior to the special meeting as described above. All public shares of PHP Common Stock not redeemed at the Closing of the Business Combination will be converted automatically to the Combined Company Ordinary Shares. All PHP rights will be automatically converted at the Closing of the Business Combination in sets of ten (10) PHP rights to one Combined Company Ordinary Share (only sets of ten PHP rights will convert).

Upon consummation of the Transactions, the PHP warrants will be assumed by the Combined Company and, by their terms, will entitle holders to purchase the Combined Company Ordinary Shares. Therefore, warrant holders need not deliver their warrants to PHP or Modulex at that time.

Q: What should I do if I receive more than one set of voting materials?

A: Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards, or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of PHP Common Stock.

Q: Who can help answer my questions?

A: If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitor, Laurel Hill Advisory Group LLC at:

Laurel Hill Advisory Group, LLC

2 Robbins Lane

Jericho, NY 11753

Tel: 855-414-2266

Email: PHP@laurelhill.com

You may also obtain additional information about PHP from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to PHP’s transfer agent at the address below at least two (2) business days prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street — 30th Floor

New York, New York 10004

Attn: SPAC Redemptions

Email: spacredemptions@continentalstock.com

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes, to fully understand the Business Combination Agreement, the Business Combination and the other matters being considered at the special meeting of PHP stockholders. For additional information, see “Where You Can Find More Information” beginning on page 262. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Parties to the Business Combination

Modulex Modular Buildings Plc (page 177)

Modulex Modular Buildings Plc., a company incorporated in England and Wales (company number 07291662) (the “Company” or “Modulex”), is a “ConstrucTech” steel modular buildings company delivering “Modular Buildings 2.0” with British 3D volumetric cold rolled steel modular buildings technology. Modulex is a carbon net-zero certified business that harnesses emerging technologies like Artificial Intelligence (“AI”), Blockchain & Internet of Things (“IoT”) and smart technology to meet significant housing and infrastructure needs more swiftly, efficiently and with optimal cost efficiency.

Modulex’s first MegaFactory^TM is under construction in India that intends to manufacture code compliant factory-built modular buildings in the hotel, residential, education, sports center, student accommodations, hospital, infrastructure, airports, retail, and commercial sectors for export to the U.K., U.S., and the E.U. as well as for projects within India and the surrounding area. Modulex seeks to become the world’s largest modular construction technology company with a steadfast commitment to carbon neutrality and innovation, combined with a determination to harness the power of emerging technologies to meet critical housing and infrastructure needs across the globe with optimal efficiency. The steel modular buildings constructed in a factory can support twenty-four stories. Modular construction resolves a host of problems in the construction industry arising from on-site construction including providing consistent high-quality construction in a time- and cost-efficient manner. Modulex maintains a low carbon footprint, the buildings are fully mortgageable and are earthquake resistant.

The mailing address of Modulex’s principal executive office is Modulex Modular Buildings Plc, 16 Berkeley Street Mayfair, London W1J 8DZ, United Kingdom, and the telephone number is +44 (0) 20 7183 3710.

PHP Ventures Acquisition Corp. (page 177)

PHP was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. PHP was incorporated under the laws of the State of Delaware on April 13, 2021. In August 2021, PHP issued 1,437,500 shares of common stock to its Sponsor for an aggregate purchase price of $25,000. Our Sponsor transferred 20,000 shares to Mr. Ngoh, 6,000 shares to Mr. Stein, 2,500 shares to Mr. Phoon, 2,500 shares to Mr. Anih and 3,000 shares to Legacy Royals, LLC an entity controlled by Mr. Gordon. Additionally, pursuant to a Securities Transfer Agreement dated January 23, 2023, Red Ribbon Asset Management PLC transferred 50,000 shares Class B Common Stock to Mr. Stein. Finally, pursuant to a Securities Transfer Agreement dated March 21, 2023, Low Ban Chai transferred 4,000 shares of Class B Common Stock to Mr. Stein.

On August 16, 2021, PHP consummated the PHP IPO of 5,000,000 units, which included the exercise in full of the underwriters’ option to purchase an additional 750,000 units to cover over-allotments, with each unit consisting of one share of PHP Class A common stock and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of PHP Class A common stock at a price of $11.50 per whole share, exercisable on the later of (i) the completion of an initial business combination and (ii) 12 months from the PHP IPO (the “Public Warrants”), and one right to receive one-tenth (1/10) of one share of PHP’s Class A Common Stock. Simultaneously with the closing of the PHP IPO, PHP consummated the sale of 293,400 units at a price of $10.00 per unit in a private placement to its Sponsor.

PHP’s units, the PHP Class A common stock, the PHP warrants and the PHP Rights are listed on the Nasdaq under the symbols PPHPU, PPHP, PPHPW and PPHPR, respectively.

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The mailing address of PHP’s principal executive office is: CT 10-06, Level 10 Corporate Tower Subang Square Jalan SS15/4G Subang Jaya Selangor, Malaysia, and its telephone number is +60 3 5888 8485.

Modulex Merger Sub, Inc. (page 177)

Modulex Merger Sub, Inc. (“Merger Sub”) is a newly formed Cayman Island company and a wholly-owned subsidiary of Modulex. Merger Sub formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Modulex.

The Business Combination Agreement (page 144)

The terms and conditions of the merger of PHP with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of Modulex are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.

Merger Consideration

Prior to the Effective Time, Modulex will complete the Recapitalization. The pro forma equity valuation of the Company upon consummation of the Transactions is estimated to be approximately $600 million, assuming no redemptions.

Pursuant to the Business Combination Agreement at the Effective Time (a) the holders of PHP Common Stock shall be entitled to receive an equal number of the Combined Company Ordinary Shares, as each share of PHP Common Stock, par value $0.0001 per share, outstanding immediately prior to the Effective Time will be exchanged for one Combined Company Ordinary Share; (b) each PHP warrant entitling the holder to purchase one share of PHP Common Stock per warrant at a price of $11.50 per whole share outstanding immediately prior to the Effective Time will be assumed by the Combined Company and will become a Combined Company warrant entitling the holder to purchase one Combined Company Ordinary Share at a price of $11.50 per share; and (c) each PHP right shall become the right to receive one-tenth (1/10^th) of one (1) Companied Company Ordinary Share, with each PHP right entitling the holder to purchase one (1) share of PHP Common Stock per ten (10) PHP rights will automatically be exchanged at the Effective Time whereby each set of ten PHP rights will be converted to one (1) Combined Company Ordinary Share (and only sets of ten (10) PHP rights will convert so any remaining PHP rights less than ten (10) will expire). 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 the Existing PHP Charter.

The Business Combination Agreement provides that if, between the effectiveness of the Recapitalization and the Effective Time, (a) the outstanding Modulex Ordinary Shares shall have been increased, decreased, changed into or exchanged for a different number of shares or different class, in each case, by reason of any reclassification, recapitalization, stock split (including reverse stock split), split-up, combination or exchange or readjustment of shares, (b) a stock dividend or dividend payable in any other securities of the Company shall be declared with a record date within such period, or (c) any similar event shall have occurred, then in each case the Combined Company Ordinary Shares issuable hereunder in exchange for PHP securities shall be appropriately adjusted to provide the holders thereof the same economic effect as contemplated by this Agreement prior to such event.

Assuming that no additional holders of PHP Common Stock exercises redemption rights as described in this proxy statement/prospectus, at the Closing, existing Modulex shareholders would hold approximately 79.91% assuming no dilution and 68.95% assuming full dilution of the Combined Company Ordinary Shares and current PHP public stockholders would hold approximately 1.13% assuming no dilution and 2.18% assuming full dilution of the Combined Company Ordinary Shares, the Initial Stockholders (including the Sponsor) would hold approximately 2.39% assuming no dilution and 2.11% assuming full dilution of the Combined Company Ordinary Shares), PIPE Investors would hold approximately 14.58% assuming no dilution and 25.05% assuming full dilution of the Combined Company Ordinary Shares, and FA Equity would hold approximately 1.99% assuming no dilution and 1.71% assuming full dilution of the Combined Company Ordinary Shares. This assumes (1) the amount from the various sources of cash may change based on (a) the amount of public stockholder redemptions prior to Closing, (b) investor interest in the acquisition, and (c) the then current markets for equity and debt financing; (2) pre-Transaction funds of $5,250,000; (3) Unit PIPE Investment funds of $50,000,000; (4) convertible note PIPE Investment funds of $50,000,000; (5) pre-Transaction valuation of Combined Company at $600,000,000; (6) includes differed PHP IPO fees and underwriter Business Combination fee, working capital account and does not include additional fees from service providers at closing (such as legal, audit, and financial advisors); (7) there are no new awards under any new Company Equity Plan and no adjustments to the transaction consideration; (8) a redemption price per share of $10.00; (9) public investors redemptions of 70%; (10) PHP IPO of $57,500,000; (11) cashless exercise of warrants at $18 price; and (12) Sponsor shares acquired prior to Business Combination by Red Ribbon.

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Conditions to Consummation of the Business Combination

The consummation of the Business Combination is subject to various conditions, including the following mutual conditions of the parties (unless waived by all of the parties):

● Approval by PHP’s stockholders.

● Approval by Modulex’s shareholders.

● Expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Business Combination under any antitrust laws.

● Obtaining all consents required from or made with any governmental authority in order to consummate the Business Combination.

● The consents required to be obtained from or made with any third person (other than a governmental authority) in order to consummate the transactions contemplated by the Business Combination Agreement.

● No governmental authority will have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the transactions or agreements contemplated by the Business Combination Agreement.

● Effectiveness of the registration statement of which this proxy statement/prospectus forms a part. No stop order or similar order shall be in effect with respect to the registration statement.

● Upon the consummation of the Business Combination, after giving effect to the Redemption and the PIPE Investment, PHP or Modulex will have net tangible assets of at least $5,000,001 in accordance with Rule 3a51-1(g)(1) of the Exchange Act.

● Approval, subject to official notice of issuance, of Modulex’s listing application with Nasdaq in connection with the Transactions and the merger consideration.

● Election or appointment of the members of the post-Closing Modulex board of directors pursuant to the terms set forth in the Business Combination Agreement.

● Modulex shall have qualified as a “foreign private issuer” pursuant to Rule 3b-4 of the Exchange Act as of Closing.

● Prior to the Effective Time, Modulex shall have (i) consummated the Recapitalization and (ii) provided evidence that its shareholders have adopted the Restated Company Articles in form and substance mutually agreeable to PHP and Modulex shall have provided PHP with evidence of such adoption.

In addition, unless waived by Modulex, the obligations of Modulex and Merger Sub to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to the delivery by PHP of customary certificates and other closing deliverables:

● The representations and warranties of PHP will be true and correct subject to the materiality standards set forth in the Business Combination Agreement.

● PHP will have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement.

● No material adverse effect will have occurred with respect to PHP.

● PHP will have delivered evidence of resignation or removal of certain officers and directors listed in accordance with the Business Combination Agreement.

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● PHP will have delivered to Modulex the following Closing deliverables:

○	An officer’s certificate certifying as to the satisfaction of PHP’s Closing conditions.
○	Secretary Certificate certifying the effectiveness of and attaching (A) PHP’s organizational documents as in effect as of the Closing date, (B) the resolutions of PHP’s Board authorizing and approving the Business Combination Agreement and each of the Ancillary Documents to which it is a party or bound, and the consummation of the Transactions, (C) evidence of the required PHP stockholder approval and (D) the incumbency of its officers authorized to execute the Business Combination Agreement or any Ancillary Document to which PHP is or is required to be a party.
○	Certificates of good standing from each jurisdiction where PHP is qualified to do business.
○	Assignment, Assumption and Amendment to Warrant Agreement duly executed by each party thereto.
○	Registration Rights Agreement duly executed by each party thereto.
○	Lock-Up Agreements for each of Modulex’s directors and significant company shareholders (including Suchit Punnose, Red Ribbon Asset Management Plc and Shashikant Ramlal Radia), duly executed by each party thereto, and each such Lock-Up Agreement in full force and effect as of the Closing.
○	Insider Letter Amendment duly executed by each party thereto.
○	Evidence of PHP’s (i) repayment under the terms of the Loan and Transfer Agreement, or (ii) if elected by RRAM, conversion of up to $1,500,000 of the principal amount due thereunder into Units at a price of $10.00 per Unit and repayment of the balance due.

Unless waived by PHP, the obligations of PHP to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to the delivery by Modulex and Merger Sub of customary certificates and other closing deliverables:

● The representations and warranties of Modulex will be true and correct subject to the materiality standards contained in the Business Combination Agreement.

● Modulex will have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement.

● No material adverse effect will have occurred with respect to Modulex or its subsidiaries.

● Each of the Lock-Up Agreements signed by holders of at least 90% of Modulex Ordinary Shares then-outstanding (excluding Modulex Ordinary Shares held by signatories to the Lock-Up Agreements and issued pursuant to the Business Combination Agreement) shall be in full force and effect.

● Modulex will have delivered audited financial statements and interim financial statements no later than such date as may be necessary to be included in the initial filing of the registration statement.

● Modulex will have delivered to PHP the following Closing deliverables:

○	Officer’s certificate certifying as to the satisfaction of Modulex’s Closing conditions.
○	Modulex’s secretary certificate certifying as to the validity and effectiveness of, and attaching, (A) copies of its organizational documents in effect as of the Closing date, (B) resolutions of its board of directors authorizing and approving the execution, delivery and performance of the Transactions, (C) the resolutions of its shareholders as to the approval of the Company Shareholder Approval Matters (as defined in the Business Combination Agreement) and (D) the incumbency of its officers authorized to execute the Business Combination Agreement or any Ancillary Document to which it is or is required to be a party or bound.
○	Modulex’s certificate of good standing.
○	Employment agreements for each of the parties contemplated by the Business Combination Agreement and executed by the parties thereto.
○	Assignment, Assumption and Amendment to Warrant Agreement duly executed by Modulex and Continental.
○	Registration Rights Agreement duly executed by Modulex and certain shareholders of Modulex.
○	Founder Registration Rights Agreement Amendment duly executed by Modulex and the Sponsor.
○	Lock-Up Agreements for each of Modulex’s directors and significant company shareholders (including Suchit Punnose, Red Ribbon Asset Management Plc and Shashikant Ramlal Radia), duly executed by each party thereto, and Lock-Up Agreements mirroring those lock up agreements between Modulex and Sponsor subject to agreed exceptions.
○	Insider Letter Amendment duly executed by the Sponsor, Modulex and other parties to the Insider Letter Agreement.

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The Transactions further will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting.

Termination Provisions

The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination upon the mutual agreement of PHP and Modulex, or by PHP or Modulex acting alone, in specified customary circumstances, including:

● by mutual written consent of PHP and Modulex;

● by written notice by PHP or Modulex of any of the conditions of Closing summarized above have not been satisfied or waived by the outside date; provided, however, that the right to terminate the Business Combination Agreement shall not be available to a party if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the outside date;

● by written notice by either PHP or Modulex if a Governmental Authority (as defined in the Business Combination Agreement) of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; provided, however, that the right to terminate the Business Combination Agreement shall not be available to a Party if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement in any material respect was the cause of, or resulted in, such action by such Governmental Authority;

● by written notice by Modulex to PHP, if (i) there has been a breach by PHP of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of PHP shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in the Business Combination Agreement to be satisfied (treating the closing date for such purposes as the date of the Business Combination Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to PHP by Modulex or (B) the outside date; provided, that Modulex shall not have the right to terminate the Business Combination Agreement due to such breaches or failure to cure by PHP if at such time Modulex or Merger Sub is in material uncured breach of its representations, warranties or covenants in the Business Combination Agreement;

● by written notice by PHP to Modulex, if (x)(i) there has been a breach by Modulex or Merger Sub of any of their respective representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of such parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in the Business Combination Agreement to be satisfied (treating the closing date for such purposes as the date of the Business Combination Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to Modulex by PHP or (B) the outside date; provided, that PHP shall not have the right to terminate the Business Combination Agreement due to such breaches or failure to cure if at such time PHP is in material uncured breach of its representations, warranties or covenants in the Business Combination Agreement, or (y) in the reasonable opinion of PHP, there is a material adverse difference in the Company’s consolidated net loss or comprehensive loss, working capital, shareholders’ equity or cash flows from operations either individually or on an aggregate basis, (i) between those set forth on the audited financials and those set forth on the draft audited financials or (ii) between those set forth on the interim financials and those set forth on the draft interim financials;

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● by written notice by PHP to Modulex, if there shall have been a Material Adverse Effect on Modulex on a consolidated basis following the date of this Agreement; or

● by written notice by either PHP or Modulex to the other if the special meeting of the PHP stockholders is held (including any adjournment or postponement thereof) and has concluded, PHP’s stockholders or the Modulex’s shareholders have duly voted, and the required PHP stockholder approval or Modulex shareholder approval was not obtained.

Agreements Entered into in Connection with the Business Combination Agreement (page 155)

PIPE Subscription Agreements (page 157)

Following the execution of the Business Combination Agreement, PHP may enter into PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase from PHP, and PHP has agreed to sell to the PIPE Investors, an aggregate of 3,000,000 shares of PHP Class A common stock at a purchase price of $10.00 per share, for an aggregate purchase price of $30 million, as contemplated by the Business Combination Agreement The obligations to consummate the transactions contemplated by the PIPE Subscription Agreements will be, if entered, conditioned upon, among other things, the consummation of the transactions contemplated by the Business Combination Agreement. As of the present date, no PIPE Subscription Agreements have been entered into by PHP or Modulex.

The PIPE Subscription agreements, if any, will require the Combined Company to file with the SEC, within thirty (30) calendar days after the Closing, a registration statement registering the resale of the shares of one Combined Company Ordinary Shares to be issued to any such investor and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 60^th calendar day (or 90^th calendar day if the SEC notifies the Combined Company that it will “review” such registration statement) following the Closing and (ii) the 10^th business day after the date the Combined Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review

Assignment & Assumption of Warrant Agreement (page 155)

Upon the closing of the Business Combination, the Combined Company, PHP and Continental Stock Transfer & Trust Company (“Continental”) will enter into an assignment and assumption of warrant agreement (the “Assignment & Assumption of Warrant Agreement”). Such agreement will provide for the assignment by PHP to the Combined Company and the assumption by the Combined Company from PHP of that certain Warrant Agreement, dated as of August 16, 2021, by between PHP and Continental (the “Existing Warrant Agreement”). Pursuant to the Assignment & Assumption of Warrant Agreement, all PHP warrants under the Existing Warrant Agreement will no longer be exercisable for shares of PHP Common Stock, but instead will be exercisable for Combined Company Ordinary Shares.

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Lock-Up Agreements (page 155)

Concurrently with the execution and delivery of the Business Combination Agreement, the Company has entered into a Lock-Up Agreement for a three-year period with each of its officers, directors and Significant Company Shareholders (as defined below) in the form attached to the Business Combination Agreement as Exhibit B, all of which will automatically become effective as of the Effective Time.

Minority Lock-Up Agreement (page 155)

Following the execution and delivery of this Business Combination Agreement, the Company shall use its commercially reasonable best efforts to enter into lock-up agreements for a two-year period with at least ninety percent (90%) of the Company shareholders at the date of this Agreement that are not signing Lock-Up Agreements, in the form attached to the Business Combination Agreement as Exhibit C, all of which will automatically become effective as of the date on which the Combined Company Ordinary Shares first become listed on Nasdaq (collectively, the “Minority Lock-Up Agreements”).

Company Equity Plan (page 156)

Prior to the filing of the Registration Statement, the Combined Company shall adopt the Company Equity Plan, which will provide that the total awards under such Company Equity Plan will be a number of Combined Company Ordinary Shares equal to twenty-two percent (22%) of the aggregate number of Combined Company Ordinary Shares issued and outstanding immediately after the Closing. Prior to the effectiveness of the Registration Statement, the Board of Directors of the Combined Company shall approve and adopt the Company Equity Plan in the manner prescribed under applicable Laws, effective as of the Effective Time, and shall submit the Company Equity Plan for approval by the Company’s shareholders as required by English Law.

Registration Rights Agreement (page 156)

Prior to the filing of this Registration Statement, PHP and the Sponsor entered into an amendment of the Registration Rights Agreement, dated as of August 16, 2021 (the “Founder Registration Rights Agreement”), by and between PHP and the Sponsor (the “First Amendment to Registration Rights Agreement”), pursuant to which the Company assumed the obligations of PHP under the Founder Registration Rights Agreement, which will become effective as of the Effective Time.

At the Closing, Modulex and certain holders of Modulex’s securities (the “Holders”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Modulex will be obligated to file a registration statement to register the resale of all the registrable securities held by the Holders. The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. In addition, at the Closing, PHP, Modulex, and the Sponsor will enter into a founder registration rights agreement (the “Founder Registration Rights Agreement”) pursuant to which, among other things, all of the rights and obligations of PHP under the Registration Rights Agreement, dated as of August 16, 2021 (the “Original Agreement”), shall be assigned and delegated to and assumed by Modulex.

Sponsor Voting Agreement (page 156)

Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a voting agreement (the “Sponsor Voting Agreement”) in favor of Modulex and PHP, pursuant to which it has agreed to (i) vote all shares of common stock of PHP beneficially owned by it in favor of the Business Combination and each other proposal related to the Business Combination proposed by the PHP Board of Directors at the meeting of PHP stockholders called to approve the Business Combination, (ii) appear at such shareholder meeting for the purpose of establishing a quorum, (iii) vote all such shares against any action that would reasonably be expected to materially impede, interfere with, delay, postpone, or adversely affect the Business Combination or any of the other transactions contemplated by the Business Combination Agreement, and (iv) not to transfer, assign, or sell such shares, except to certain permitted transferees, prior to the consummation of the Transactions.

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Voting and Support Agreement (page 156)

Concurrently with the execution and delivery of the Business Combination Agreement, the Company and PHP have entered into both voting and support agreements (collectively, the “Voting and Support Agreements”) with each of the Company’s officers, directors and Significant Company Shareholders (as defined in the Business Combination Agreement), indicating the agreement of such Company shareholders to approve the Merger and the other Transactions contemplated by this Agreement.

Insider Letter Agreement and Amended Letter Agreement (page 157)

Pursuant to the Letter Agreement dated August 16, 2021 by and between PHP and its Sponsor, the Sponsor has agreed:

1.

Not to transfer any Founder Shares (or shares of PHP common stock issuable upon conversion thereof) until the earlier to occur of (A) six months after the completion of the PHP’s initial business combination; (B) subsequent to PHP’s initial business combination, when the reported last sale price of PHP Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after PHP’s initial business combination; or (C) the date on which PHP completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PHP’s stockholders having the right to exchange their shares of PHP common stock for cash, securities or other property; and

2.

Not to transfer any Private Placement Units, Private Placement Shares, Private Placement Warrants or shares of PHP Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until thirty (30) days after the completion of PHP’s initial business combination.

Additionally, on or prior to the Closing of the Business Combination, PHP, the Sponsor and Modulex agreed to enter into the Amended Letter Agreement pursuant to which Modulex will assume certain obligations of PHP thereunder with respect to the Combined Company securities issued in replacement of the Sponsor’s PHP securities in the Business Combination, the provisions of the Letter Agreement applicable to PHP securities would become applicable to the Combined Company securities issued in replacement therefor, and the lock-up provisions applicable to the Founder Shares, Private Placement Units, Private Placement Shares and Private Placement Warrants in the Letter Agreement would be revised to match the lock-up provisions applicable to Modulex securityholders who are parties to the Modulex Lock-Ups.

Modulex Registration Rights Agreement (page 157)

Concurrently with the execution of the Business Combination Agreement, Modulex, the Sponsor, and certain securityholders of Modulex entered into the Modulex Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, following completion of the Transactions, Modulex agreed to register for resale upon demand certain Combined Company Ordinary Shares that are held by the parties thereto from time to time. In certain circumstances, various parties to the Modulex Registration Rights Agreement will also be entitled to customary piggyback registration rights, in each case subject to certain limitations set forth in the Modulex Registration Rights Agreement. In addition, the Modulex Registration Rights Agreement provides that Modulex will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities. The rights granted under the Modulex Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to Modulex securities, and all such prior agreements shall be terminated.

Modulex Voting Agreements (page 156)

Concurrently with the execution of the Business Combination Agreement, holders of a majority of outstanding Modulex Ordinary Shares entered into agreements (the “Modulex Voting Agreements”) pursuant to which they agreed with PHP and Modulex to (i) appear at a shareholder meeting called by Modulex for the purpose of approving the Business Combination and other transactions contemplated by the Business Combination, for the purpose of establishing a quorum, (ii) execute a written consent in favor of the Business Combination and against all other action that would reasonably be expected to materially impede the Business Combination, (iii) not to solicit, initiate, encourage, or facilitate certain alternate business combinations, (iv) vote, consent or approve any other consent or other approval that may be required under Modulex’s governing documents or otherwise sought in furtherance of the transactions contemplated by the Business Combination, and (v) not to transfer, assign, or sell their respective shares, except to certain permitted transferees, prior to the consummation of the Transactions.

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Sponsor Registration Rights Agreement Amendment (page 156)

PHP and its Sponsor are parties to that certain Registration Rights Agreement dated August 16, 2021 (the “Sponsor Registration Rights Agreement”) pursuant to which PHP granted certain registration rights to its Sponsor and certain transferees of PHP securities originally held by the Sponsor. Prior to filing the registration statement of which this prospectus/proxy statement is a part, PHP, Modulex and the Sponsor entered into an amendment to the Sponsor Registration Rights Agreement (the “Sponsor Registration Rights Agreement Amendment”) pursuant to which Modulex agreed to assume the obligations of PHP under the Sponsor Registration Rights Agreement effective as of the Effective time of the merger.

Proposals for Special Meeting of PHP Stockholders

The Business Combination Proposal (page 104)

At the Special Meeting, PHP stockholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, and the Transactions contemplated therein, a copy of which is attached to this proxy statement/prospectus as Annex A, whereby PHP will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of Modulex. Please see the section entitled “Proposal One – The Business Combination Proposal.”

The Merger Proposal (page 123)

At the Special Meeting, PHP stockholders will be asked to consider and vote on a proposal to approve the plan of merger, so it is authorized, approved and confirmed in all respects; and PHP is authorized to merge with and into Merger Sub so that Merger Sub is the surviving entity and all the undertaking, property and liabilities of PHP vest in the surviving entity by virtue of such merger pursuant to the Cayman Islands Act and the DGCL. Please see the section entitled “Proposal Two – The Merger Proposal.”

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The Nasdaq Proposal (page 124)

At the Special Meeting, PHP stockholders will be asked to approve the Nasdaq Proposal, to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of PHP’s issued and outstanding Common Stock in connection with the PIPE Investment. Please see the section entitled “Proposal Three – The Nasdaq Proposal.”

The PHP Charter Proposal (page 125)

PHP stockholders will also be asked to approve the PHP Charter Proposal, which will provide that PHP will amend and restate the Existing PHP Charter in connection with the closing of the Business Combination whereby PHP will merge with and into Merger Sub, with only the Combined Company remaining, by adopting the Restated Charter attached hereto as Annex B, with the name of the Combined Company being “Modulex Cayman Limited”, changing the authorized capital stock to 1,000 shares of common stock and to otherwise restate the Existing PHP Charter to a memorandum and articles of association appropriate for a privately owned, Cayman Islands exempted company, which we refer to as the Restated Charter. Please see the section entitled “Proposal Four – The PHP Charter Proposal.”

The Adjournment Proposal (page 127)

If PHP is unable to consummate the Business Combination at the time of the special meeting for any reason, the chairman presiding over the special meeting may submit a proposal to adjourn the special meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “Proposal Five —The Adjournment Proposal.”

Cross-Conditioning of the Condition Precedent Proposals

The Closing of the Business Combination is conditioned on approval of the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal and the PHP Charter Proposal, which we refer to as the Condition Precedent Proposals, at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Conditions Precedent Proposal so none of them can be adopted unless all three are adopted. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Date, Time and Place of Special Meeting of PHP’s Stockholders (page 96)

The special meeting will be held at 10:00 a.m., Eastern time, on [●], 2023, via live webcast at https://www.cstproxy.com/phpventuresacquisition/2023, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals.

Voting Power; Record Date

PHP stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned PHP Common Stock at the close of business on [●], 2023, which is the Record Date for the Special Meeting. PHP stockholders will have one vote for each share of PHP Common Stock owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. PHP warrants do not have voting rights. On the record date, there were shares of PHP Common Stock outstanding, of which were public shares with the rest being held by the Initial Stockholders and their respective affiliates (including the Sponsor).

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Redemption Rights (page 182)

Pursuant to the PHP Charter, a holder of PHP public shares may demand that PHP redeem such shares for cash if the Business Combination is consummated; provided that PHP will only redeem public shares so long as (after such redemption), PHP’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act, or of any entity that succeeds PHP as a public company (such as Modulex), will be at least $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial business combination either immediately prior to or upon consummation of the initial business combination and after payment of underwriters’ fees and commissions.

Holders of public shares will be entitled to receive cash for these shares only if they deliver their shares to PHP’s transfer agent no later than two (2) business days prior to the special meeting. Holders of public shares do not need to affirmatively vote on either the Business Combination Proposal or the Merger Proposal, or be a holder of such public shares as of the Record Date to exercise conversion rights. If the Business Combination is not consummated, these shares will not be redeemed. If a holder of public shares properly demands redemption, delivers his, her or its shares to PHP’s transfer agent as described above, and the Business Combination is consummated, PHP will redeem each public share for a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the date of the special meeting. It is anticipated that this would amount to approximately $[●] per share. If a holder of public shares exercises his, her or its redemption rights, then it will be exchanging its shares of PHP Common Stock for cash and will not become a shareholder of the Combined Company. See the section of this proxy statement/prospectus titled “Special Meeting of PHP Stockholders — Conversion Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

Pursuant to the Letter Agreement (to be amended by the Amended Letter Agreement), PHP’s Sponsor, directors and executive officers have waived their right to redeem any shares of PHP Common Stock that they own in connection with PHP stockholder approval of the Business Combination, any proposed amendment to the Existing PHP Charter prior to the consummation of the Business Combination (although they are entitled to redemption and liquidation rights with respect to any PHP public shares that they own or may acquire in PHP fails to consummate a business combination within the time frame required by the Existing PHP Charter).

PHP warrant holders do not have redemption rights with respect to such securities.

Appraisal Rights (page 258)

PHP stockholders and PHP warrant holders do not have appraisal rights in connection with the Transactions under the DGCL. See the section of this proxy statement/prospectus titled “Special Meeting of PHP Stockholders—Appraisal Rights.”

PHP’s Board of Directors’ Reasons for the Business Combination (page 112)

PHP’s board of directors, in evaluating the Business Combination, consulted with PHP’s management and financial and legal advisors. In reaching its unanimous resolution (i) that the Business Combination Agreement and the transactions contemplated thereby are advisable and in the best interests of PHP and its stockholders and (ii) to recommend that the stockholders adopt the Business Combination Agreement and approve the Business Combination and the transactions contemplated thereby, PHP’s board of directors considered a range of factors, including, but not limited to, the factors discussed in the section referenced below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, PHP’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. PHP’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of PHP’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

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In approving the Business Combination, PHP’s board of directors relied on a fairness opinion issued by Houlihan Capital, LLC dated November 30, 2022. The officers and directors of PHP also have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background and sector expertise enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, PHP’s officers and directors have substantial experience with mergers and acquisitions.

PHP’s board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby. PHP’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination.

PHP’s board of directors concluded that the potential benefits that it expected PHP and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, PHP’s board of directors unanimously determined that the Business Combination Agreement and the Transactions contemplated therein were advisable, fair to and in the best interests of PHP and its stockholders. See the section of this proxy statement/prospectus titled “Proposal One—The Business Combination Proposal,” “Proposal Two — The Merger Proposal,” and “PHP’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors.”

Interests of PHP’s Directors and Officers in the Business Combination (page 102)

In considering the recommendation of PHP’s board of directors to vote in favor of approval of the Business Combination Proposal, stockholders should keep in mind that the Sponsor and PHP’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of PHP’s stockholders generally. In particular:

● Garry Stein is currently a member of PHP’s Sponsor. By virtue of this relationship, Mr. Stein may be deemed to share beneficial ownership of the securities held of record by our Sponsor. Mr. Stein disclaims any such beneficial ownership except to the extent of his pecuniary interest in the shares of PHP Class B common stock. The consummation of the Business Combination will result in Mr. Stein becoming the legal owner of 60,000 Combined Company Ordinary Shares and an independent director and chair of the Combined Company Board’s Audit Committee. He is currently a party to a consulting agreement with Red Ribbon (the sponsor of Modulex), PHP and Sponsor whereby Mr. Stein will be awarded 50,000 shares after consummation of the Business Combination in exchange for consulting services rendered that are related to consummation of the Business Combination agreement. Mr. Stein will also be an independent member of the board of directors and chair of the Combined Company’s Audit Committee following the closing of the Business Combination and, therefore, in the future Mr. Stein will receive any cash fees, stock options or stock awards that the board of directors of the Combined Company determines to pay to its non-executive directors. Mr. Stein disclosed his interest to the PHP Board on March 23, 2023 and the PHP Board approved this arrangement.

● Suchit Punnose is the Founder and CEO of Modulex. Modulex is one of Red Ribbon. Suchit Punnose is the founder and chief executive officer of Red Ribbon. On August 8, 2022, one week before PHP was about to expire because the Company could not consummate a business combination by August 16, 2021, Red Ribbon loaned PHP $1,650,000 to cover all Extension Fees in the amount of $1,150,000 with the balance to be used for working capital. See Exhibit 10.10, the Loan and Transfer Agreement.

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● If the Business Combination with Modulex or another business combination is not consummated by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023 in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter), PHP will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and PHP’s board of directors, dissolving and liquidating. In such event, the 1,437,500 Founder Shares held by the Sponsor, which were acquired by the Sponsor for $25,000, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an aggregate market value of $15,683,125 and the 293,400 shares of PHP’s Class A common stock included in the Private Placement Units had an aggregate market value of $3,200,994 based upon the closing price of $10.91 per share on the Nasdaq on September 8, 2023. On the other hand, if the Business Combination is consummated, each outstanding share of PHP Common Stock will be converted into one Combined Company Ordinary Share. Our Sponsor transferred 20,000 shares to Mr. Ngoh, 6,000 shares to Mr. Stein, 2,500 shares to Mr. Phoon, 2,500 shares to Mr. Anih and 3,000 shares to Legacy Royals, LLC an entity controlled by Mr. Gordon. Additionally, pursuant to a Securities Transfer Agreement dated January 23, 2023, Red Ribbon Asset Management PLC transferred 50,000 shares Class B Common Stock to Mr. Stein. Finally, pursuant to a Securities Transfer Agreement dated March 21, 2023, Low Ban Chai transferred 4,000 shares of Class B Common Stock to Mr. Stein.

● If PHP is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by PHP for services rendered or contracted for or products sold to PHP. If PHP consummates a business combination, on the other hand, Modulex will be liable for all such claims.

● The Sponsor and PHP’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on PHP’s behalf, such as identifying and investigating possible business targets and business combinations. However, if PHP fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, PHP may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023 in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter).

● As of June 30, 2023, the Sponsor and PHP’s officers and directors and their affiliates had incurred approximately $0.00 of unpaid reimbursable expenses.

● On September 25, 2023, PHP entered into a Promissory Note with Sponsor for an amount up to $1,500,000 to memorialize the loan Sponsor made to PHP for the six extension payments each month beginning February 16, 2023 in the amount of $110,796.88 each, and the twelve extension payments each month beginning August 16, 2023 in the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month.

● The Business Combination Agreement provides for the continued indemnification of PHP’s current directors and officers and the continuation of directors and officers liability insurance covering PHP’s current directors and officers.

● PHP’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to PHP to fund certain capital requirements. If the Business Combination is not consummated, any such loans will not be repaid and will be forgiven except to the extent there are funds available to PHP outside of the Trust Account.

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● The Sponsor will benefit financially from the completion of any business combination even if the stock price declines after the Business Combination, generating a negative return for other shareholders. The Sponsor will lose substantially all of its investment in PHP and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not completed by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023 in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter). Thus, if the proposed Business Combination with Modulex is not consummated, PHP may seek to complete a business combination with a less favorable target company or on terms less favorable to PHP stockholders rather than choose to dissolve and liquidate.

● Garry Stein will be a member of the board of directors of the Combined Company following the closing of the Business Combination and, therefore, in the future Mr. Stein will receive any cash fees, stock options or stock awards that the board of directors of the Combined Company determines to pay to its non-executive directors.

● PHP’s Sponsor has agreed to facilitate an investment of an aggregate amount of $30,000,000 to purchase 3,000,000 PHP Class A common shares in connection with the PIPE Financing to be completed at the closing of the Business Combination.

● The Sponsor paid an aggregate of $25,000 for 1,437,500 Founder Shares, which had an aggregate market value of Such Founder Shares had an aggregate market value of $15,683,125 and the 293,400 shares of PHP’s Class A common stock included in the Private Placement Units had an aggregate market value of $3,200,994 based upon the closing price of $10.91 per share on the Nasdaq on September 8, 2023. If the proposed Business Combination with Modulex is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other stockholders experience a negative rate of return in post-Business Combination. Our Sponsor transferred 20,000 shares to Mr. Ngoh, 6,000 shares to Mr. Stein, 2,500 shares to Mr. Phoon, 2,500 shares to Mr. Anih and 3,000 shares to Legacy Royals, LLC an entity controlled by Mr. Gordon. Additionally, pursuant to a Securities Transfer Agreement dated January 23, 2023, Red Ribbon Asset Management PLC transferred 50,000 shares Class B Common Stock to Mr. Stein. Finally, pursuant to a Securities Transfer Agreement dated March 21, 2023, Low Ban Chai transferred 4,000 shares of Class B Common Stock to Mr. Stein.

Recommendation to PHP Stockholders

PHP’s Board has determined that each of the proposals outlined above is fair to and in the best interests of PHP and its stockholders and recommended that PHP stockholders vote “FOR” the Condition Precedent Proposal and “FOR” the Adjournment Proposal, if presented.

Material U.S. Federal Income Tax Considerations (page 158)

For a description of material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of shares of PHP Common Stock and the ownership and disposition of Combined Company Ordinary Shares and/or Combined Company warrants, please see “Material U.S. Federal Income Tax Considerations”.

Certain Material England and Wales Tax Considerations (page 173)

For a description of certain material England and Wales tax consequences of the ownership and disposition of Combined Company Ordinary Shares and/or Combined Company warrants, please see “Certain Material England and Wales Tax Considerations”.

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Anticipated Accounting Treatment (page 121)

The Transaction is comprised of a series of transactions pursuant to the Business Combination Agreement, as described elsewhere in this proxy statement/prospectus. For accounting purposes, the Transaction will be effectuated by three main steps:

1.	The Recapitalization of Modulex such that each Modulex Ordinary Share has an implied value of $10.00 per share immediately prior to merger (and valuing Modulex equity as of such agreed measurement time at the Total Deal Value).
2.	The PIPE subscription agreements, which were executed concurrently with the Business Combination Agreement, will result in the issuance of shares of Combined Company Ordinary Shares to the PIPE Investors.
3.	The merger of PHP with Merger Sub results in the exchange of shares of PHP Common Stock held by PHP stockholders for newly issued Combined Company Ordinary Shares. The merger is not within the scope of ASC 805 because PHP does not meet the definition of a business in accordance with ASC 805. The merger will be accounted for as a recapitalization; as such, any difference between the fair value of the Combined Company Ordinary Shares issued and the fair value of PHP’s identifiable net assets should be recorded as additional paid-in capital. For purposes of the unaudited pro forma condensed combined financial information, it is assumed that the fair value of each individual the Combined Company Ordinary Share issued to PHP stockholders is equal to the fair value of each individual the Combined Company Ordinary Share resulting from the Total Deal Value assigned to the Combined Company in the Business Combination Agreement

Comparison of Rights of Stockholders of PHP and Shareholders of the Combined Company (page 246)

If the Business Combination is successfully completed, holders of PHP Common Stock will become holders of Combined Company Ordinary Shares and their rights as shareholders will be governed by Modulex A&R Articles. There are also differences between the laws governing PHP, a Delaware corporation, and the Combined Company, a company incorporated in England and Wales and governed by the Companies Act. Please see “Comparison of Rights of Combined Company Shareholders and PHP Stockholders” for more information.

Emerging Growth Company (page 122)

Each of PHP and Modulex is, and consequently, following the Business Combination, the Combined Company will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, the Combined Company will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find the Combined Company’s securities less attractive as a result, there may be a less active trading market for the Combined Company’s securities and the prices of the Combined Company’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Modulex has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Combined Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Combined Company’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

The Combined Company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the date on which Combined Company Ordinary Shares were offered in exchange for PHP Common Stock in connection with the Transactions, (b) in which the Combined Company has total annual gross revenue of at least $1.07 billion, or (c) in which the Combined Company is deemed to be a large accelerated filer, which means the market value of Combined Company Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the Combined Company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Regulatory Matters (page 121)

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for filings with the State of Delaware necessary to effectuate the Business Combination.

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Summary Risk Factors (page 46)

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider all of the risk factors described under “Risk Factors”. Such risks include, but are not limited to:

● If vendors on whom Modulex relies to supply materials and products are unable to obtain them timely or at agreed upon prices or at all or maintain sufficient inventory, Modulex could lose sales or incur expenses which could negatively affect its operating results and adversely affect our business;

● If the availability and skill of subcontractors is not as expected, Modulex could lose sales or incur expenses which could negatively affect its operating results;

● We depend on third parties for transportation services, and limited availability or increases in costs of transportation could adversely affect our business and operations;

● Expansion of our operations may strain resources, and our failure to manage growth effectively could adversely impact our operating results and harm our ability to attract and retain key personnel;

● We can be adversely affected by failures of persons who act on our behalf to comply with applicable regulations and guidelines;

● We expect the cyclical and seasonal nature of the construction industry to causes our revenues and operating results to fluctuate, and we expect this cyclicality and seasonality to continue in the future;

● Our business depends on the construction industry and general business, financial market and economic conditions;

● A material disruption at one of our MegaFactory^TM facilities could prevent us from meeting customer demand, reduce our sales and negatively affect our overall financial results;

● Environmental, health and safety laws and regulations and any changes to, or liabilities arising under, such laws and regulations could increase the costs and risks of non-compliance and could have a material adverse effect on our financial condition, results of operations and liquidity;

● Our business may be subject to economic and political risks of operating and obtaining supplies outside of the United States, including adverse impact of changes in international trade and tariff policies;

● Cybersecurity risks related to the technology used in our operations and other business processes, as well as security breaches of company, customer, employee and vendor information, could adversely affect our business;

● There can be no assurance that modular construction techniques that utilize our technology and expertise will achieve market acceptance and grow; thus, the future of our business and the modular construction industry as a whole is uncertain;

● The dangers inherent in our operations, such as disruptions to our facilities and project sites, and the limits on insurance coverage could expose us to potentially significant liability costs and materially interfere with the performance of our operations;

● We may be subject to legal proceedings or investigations, the resolution of which could negatively affect our profitability and cash flows in a particular period;

● A portion of our business and operations are located in India and in Mauritius, and we are subject to regulatory, economic, social and political uncertainties in India and in Mauritius;

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● As the domestic Indian market is anticipated to constitute a source of our revenue, a slowdown in economic growth in India could cause our business to suffer;

● Natural calamities could have a negative impact on the Indian and/or Mauritian economy and cause our business to suffer;

● If markets for modular buildings and related technology develop more slowly than we expect or demand is slower, our operating results could be harmed;

● A downturn in the financial markets and/or upswing in interest rates can negatively impact production;

● The construction market for builders and competition in the modular construction industry is highly competitive and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors;

● We may be unable to adequately control the costs or supply of electronic components associated with our operations, including additional increases in shipping costs and supply shortages and inflation could materially adversely affect our operating results;

● Modulex’s management team has limited experience managing a U.S. listed public company;

● Modulex relies on the services of its chief executive officer and other members of its senior management team;

● Unaudited pro forma condensed combined financial information included may not be indicative of what the Combined Company’s actual financial position or results of operations would have been;

● We may not be able to obtain financing for our growth or fund our future capital expenditures, which would have a negative impact on our results of operations and financial condition;

● As a development stage company, Modulex has had a history of net losses and absent financing there is no certainty its business will continue as a going concern;

● The future exercise of registration rights may adversely affect the price of Modulex Ordinary Shares;

● We rely on intellectual property and proprietary rights and may not be able to adequately enforce or protect them;

● The listing of Modulex securities will not benefit from the process of an underwritten initial public offering which could result in inefficiencies in pricing and volatility;

● A market for Modulex’s securities may not develop or be sustained;

● Investors’ rights and responsibilities will be governed by the laws of England and Wales which differs in some respects from that of non-England and Wales companies;

● Even if Modulex succeeds in winning selection processes for its products, Modulex may not generate timely or sufficient net sales or margins from those wins, and could experience sustained yield problems or other delays in the manufacturing process of products or other disruptions in relationships with any of Modulex’s key customers;

● If PHP’s stockholders fail to properly demand redemption rights, they will not be entitled to convert their PHP Common Stock into a pro rata portion of the Trust Account;

● The financial and other interests of PHP’s board of directors may have influenced the PHP Board’s decision to approve the Business Combination; and

● The Combined Company securities to be received by PHP’s securityholders as a result of the Business Combination will have different rights from PHP securities, and PHP’s stockholders will have a reduced ownership and voting interest of the Combined Company after consummation of the Business Combination.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information has been derived from the pro forma condensed combined balance sheet as of March 31, 2023, assumes that the Business Combination occurred on March 31, 2023. The unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2023 and for the twelve months ended June 30, 2022 assumes that the Business Combination had been completed on July 1, 2022 and July 1, 2021, respectively. Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The selected unaudited pro forma condensed combined financial information should be read in conjunction with the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of operations, and the accompanying notes. In addition, the unaudited condensed combined pro forma financial information was based on and should be read in conjunction with the historical financial statements of PHP and Modulex, including the accompanying notes, which are included elsewhere in this proxy statement/prospectus.

The summary unaudited pro forma condensed combined financial statements are presented in five scenarios, assuming different redemption amounts of the PHP Class A Common Stock.

● The assuming no redemptions scenario assumes that no PHP stockholders elect to redeem the rest of their PHP Class A Common Stock for a pro rata portion of cash in the Trust Account.

● The assuming maximum additional redemptions scenario assumes that PHP stockholders redeem the maximum number of their PHP Class A Common Stock for a pro rata portion of cash in the Trust Account.

● Scenarios assuming the redemption of 25%, 50%, and 75% of the remaining PHP Class A Common Stock have also been presented.

In all scenarios, the amount of cash available is sufficient to (a) pay the net cash consideration to existing Modulex owners and (b) pay transaction expenses.

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2023
	PHP			Modulex			ASSUMING NO ADDITIONAL REDEMPTIONS			ASSUMING 25% ADDITIONAL REDEMPTIONS			ASSUMING 50% ADDITIONAL REDEMPTIONS			ASSUMING 75% ADDITIONAL REDEMPTIONS			ASSUMING MAX ADDITIONAL REDEMPTIONS
Total current assets		18,770,048			280,129			199,434,584			197,062,820			194,691,056			192,319,291			189,947,527
Total assets	$	18,770,048		$	9,594,531		$	208,748,986		$	206,377,222		$	204,005,458		$	201,633,693		$	199,261,929
Total current liabilities		5,919,278			1,610,355			3,482,752			3,482,752			3,482,752			3,482,752			3,482,752
Total liabilities		5,919,278			1,610,355			3,482,752			3,482,752			3,482,752			3,482,752			3,482,752
Class A common shares subject to possible redemption: 1,772,750 shares, at redemption value of $10.59 at March 31, 2023		18,768,721			—			—			—			—			—			—
Class A common shares, $0.0001 par value; 100,000,000 shares authorized; 293,400 issued and outstanding (excluding 5,750,000 Class A shares subject to redemption)		29			—			7,435			7,435			7,435			7,435			7,435
Class B common shares, par value $0.0001; 10,000,000 shares authorized; 1,437,500 issued and outstanding		144			—			—			—			—			—			—
Series B preferred stock, $0.01 par value, 500.000 shares authorized		—			3,453			—			—			—			—			—
Common stock, $0.01 par value, 1,500,000,000 shares authorized		—			6,892,844			—			—			—			—			—
Additional paid-in capital		—			22,911,420			227,082,340			224,710,576			222,338,812			219,967,047			217,595,283
Accumulated deficit		(5,918,124	)		(20,732,498	)		(20,732,498	)		(20,732,498	)		(20,732,498	)		(20,732,498	)		(20,732,498	)
Total stockholders’ equity (deficit)		(5,917,951	)		7,984,176			205,266,234			202,894,470			200,522,706			198,150,941			195,779,177
Total Liabilities and Stockholders’ Deficit	$	18,770,048		$	9,594,531		$	208,748,986		$	206,377,222		$	204,005,458		$	201,633,693		$	199,261,929

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2023
	PHP			Modulex			ASSUMING NO ADDITIONAL REDEMPTIONS			ASSUMING 25% ADDITIONAL REDEMPTIONS			ASSUMING 50% ADDITIONAL REDEMPTIONS			ASSUMING 75% ADDITIONAL REDEMPTIONS			ASSUMING MAX ADDITIONAL REDEMPTIONS
Total operating expenses	$	505,771		$	3,050,519		$	3,050,519		$	3,050,519		$	3,050,519		$	3,050,519		$	3,050,519
Total other income and expenses	$	108,924		$	20,223		$	20,223		$	20,223		$	20,223		$	20,223		$	20,223
Net income (loss) before income tax	$	(396,847	)	$	(3,030,296	)	$	(3,030,296	)	$	(3,030,296	)	$	(3,030,296	)	$	(3,030,296	)	$	(3,030,296	)
Net income (loss)	$	(409,221	)	$	(3,030,296	)	$	(3,042,670	)	$	(3,042,670	)	$	(3,042,670	)	$	(3,042,670	)	$	(3,042,670	)
Basic weighted average shares outstanding							$	74,355,700		$	74,139,166		$	73,922,631		$	73,706,096		$	73,489,561
Basic net income per share							$	(0.04	)	$	(0.04	)	$	(0.04)		$	(0.04	)	$	(0.04	)
Fully diluted net income per share							$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.04	)

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED JUNE 30, 2022
	PHP			Modulex			ASSUMING NO ADDITIONAL REDEMPTIONS			ASSUMING 25% ADDITIONAL REDEMPTIONS			ASSUMING 50% ADDITIONAL REDEMPTIONS			ASSUMING 75% ADDITIONAL REDEMPTIONS			ASSUMING MAX ADDITIONAL REDEMPTIONS
Total operating expenses	$	1,526,834		$	9,509,251		$	9,509,251		$	9,509,251		$	9,509,251		$	9,509,251		$	9,509,251
Total other income and expenses	$	27,946		$	(293,440	)	$	(293,440	)	$	(293,440	)	$	(293,440	)	$	(293,440	)	$	(293,440	)
Net income (loss)	$	(1,498,888	)	$	(9,802,691	)	$	(9,802,691	)	$	(9,802,691	)	$	(9,802,691	)	$	(9,802,691	)	$	(9,802,691	)
Basic weighted average shares outstanding							$	74,355,700		$	74,139,166		$	73,922,631		$	73,706,096		$	73,489,561
Basic net income per share							$	(0.13	)	$	(0.13	)	$	(0.13	)	$	(0.13	)	$	(0.13	)
Fully diluted net income per share							$	(0.13	)	$	(0.13	)	$	(0.13	)	$	(0.13	)	$	(0.13	)

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RISK FACTORS

If the Business Combination is completed, Modulex (as the Combined Company but referred to as Modulex in these Risk Factors) will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties not presently known to Modulex and PHP or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, Modulex’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of the Combined Company Ordinary Shares or, if the Business Combination is not consummated, PHP Common Stock could decline, and you may lose part or all of the value of any Combined Company Ordinary Shares or, if the Business Combination is not consummated, you may lose part or all of the value of any shares of PHP Common Stock that you hold.

Risks Related to Modulex’s Business and Industry

We rely on certain vendors to supply us with materials and products that, if we are unable to obtain, could adversely affect our business.

We have relationships with vendors for the purchase of a wide range of construction materials and products, such as steel and wood, used in the construction of our modular building projects. Any inability to obtain materials or services in the volumes required and at competitive prices from our major trading partners or the loss of any major trading partner, may seriously harm our business because we may not be able to meet the demands of our customers on a timely basis in sufficient quantities or at all. Other factors, including reduced access to credit by our vendors resulting from economic conditions, may impair our vendors’ ability to provide products in a timely manner or at competitive prices. We also rely on other vendors for critical services such as transportation, supply chain and professional services. Any negative impacts to our business or liquidity could adversely impact our ability to establish or maintain these relationships.

We are dependent on the availability and skill of subcontractors, their willingness to work with us, and their selection of, and ability to obtain, suitable and quality building materials.

We rely on subcontractors to perform certain portions of the construction of our building projects, particularly onsite and, in some cases, to select and obtain raw materials. Despite detailed specifications and quality control procedures, in some cases, improper construction processes or defective materials may be used to finish construction of our building projects. We may need to spend money to remediate such problems when they are discovered. Defective products can result in the need to perform extensive repairs to large numbers of buildings. Though subcontracts are written to protect from substandard performance or materials, pervasive problems could adversely affect our business. The inability to contract with skilled subcontractors or general contractors at reasonable costs and on a timely basis could limit our ability to construct and deliver buildings and could erode our profit margins and adversely affect our results of operations and cash flows.

We depend on third parties for transportation services, and limited availability or increases in costs of transportation could adversely affect our business and operations.

Our business depends on the transportation of a large number of products, via shipping, railroad or truck. We rely primarily on third parties for transportation of the products we manufacture or distribute and for the delivery of our raw materials. We are also subject to seasonal capacity constraints and weather-related delays for shipping, rail and truck transportation. If any of our third-party transportation providers were to fail to deliver raw materials to us or our modules to our customers in a timely manner, we may be unable to complete projects in a timely manner and may, among other things, incur penalties for late delivery or be unable to use the modules as intended. In addition, if any of these third parties were to cease operations or cease doing business with us, we may be unable to replace them at reasonable cost. Any failure of a third-party transportation provider to deliver raw materials to us or finished modules to our customers’ construction sites in a timely manner could harm our reputation, negatively affect our customer relationships, and have a material adverse effect on our operating results, cash flows, and financial condition. Additionally, an increase in transportation rates or fuel surcharges could adversely affect our sales, profitability, and cash flows.

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We may have difficulty protecting our proprietary manufacturing processes, which could adversely affect our ability to compete.

We use a proprietary manufacturing process that allows us to be code-compliant in our ConstrucTech” steel modular buildings, delivering “Modular Buildings 2.0” with established and proven British 3D volumetric cold rolled steel modular buildings technology. Such manufacturing process is unique to the construction industry and is important to ensure our continued success, and we cannot assure you that our efforts to protect our proprietary rights will be sufficient or effective. If other companies replicate our methodology, we could lose our competitive advantage. We also have various registered trademarks in India and the UK. See “Modulex’s Business — Intellectual Property.” Any pending or future patent or trademark applications may not lead to issued patents and registered trademarks in all instances. We also cannot be assured that the scope of any patents issued in the future will be sufficiently broad to offer meaningful protection. Others may develop or patent similar or superior technologies, products or services, and our intellectual property rights may be challenged, invalidated, misappropriated or infringed by others. If we are unable to protect and maintain our intellectual property rights, or if there are any successful intellectual property challenges or infringement proceedings against us, our business and revenue could be materially and adversely affected.

Expansion of our operations may strain resources, and our failure to manage growth effectively could adversely impact our operating results and harm our ability to attract and retain key personnel.

We currently have operations in the United Kingdom, India and Mauritius and are planning a global roll out to BRICs and N11 nations and major markets including the US and the European Union, with the goal of constructing up to 20 “MegaFactories” in 15 countries over the next 12 years. Increased orders for our modules, the current construction of our Mumbai MegaFactory™, and our future expansion plans have placed, and may continue to place, a strain on our operational, financial, and managerial resources and personnel. In addition, execution of our growth strategy will require further substantial capital and effective planning. Significant rapid growth on top of our current operations could greatly strain our internal resources, leading to a lower quality of customer service, reporting problems, and delays, resulting in a loss of market share and other problems that could adversely affect our financial performance. Our efforts to grow could place an additional strain on our personnel, management systems, liquidity, and other resources. If we do not manage our growth effectively, our operations could be adversely affected, resulting in slower, no or negative growth, critical shortages of cash and a failure to achieve or sustain profitability.

We can be adversely affected by failures of persons who act on our behalf to comply with applicable regulations and guidelines.

Although we expect all of our employees, officers and directors to comply at all times with all applicable laws, rules and regulations, there are instances in which subcontractors or others through whom we do business may engage in practices that do not comply with applicable regulations or guidelines. It is possible that our employees may become aware of these practices but do not take steps to prevent them. If we learn of practices relating to buildings constructed on our behalf that do not comply with applicable regulations or guidelines, we will move actively to stop the non-complying practices as soon as possible, and we will take disciplinary action with regard to our employees who were aware of the practices, including in some instances terminating their employment. However, regardless of the steps we take, we may be subject to fines or other governmental penalties, and our reputation may be negatively affected.

The cyclical and seasonal nature of the construction industry causes our revenues and operating results to fluctuate, and we expect this cyclicality and seasonality to continue in the future.

The construction industry is highly cyclical and seasonal and is influenced by many international, national and regional economic factors, including the availability of consumer and wholesale financing, seasonality of demand, consumer confidence, interest rates, income levels and general economic conditions, including inflation and recessions. As a result of the foregoing factors, the revenues and operating results we derive from customers will fluctuate and we currently expect them to continue to fluctuate in the future, particularly as the construction industry stabilizes following the COVID-19 pandemic. Moreover, we have experienced, and may continue to experience, operating losses during cyclical downturns in the construction market. These and other economic factors could have a material adverse effect on demand for our products and our financial condition and operating results.

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Our business depends on the construction industry and general business, financial market and economic conditions.

The construction industry is highly cyclical and significantly affected by changes in general and local economic and real estate conditions, such as employment levels, consumer confidence, demographic trends, housing demand, inflation, deflation, interest rates and credit availability. Changes in these general and local economic conditions or deterioration in the broader economy could negatively impact the level of purchases, capital expenditures and creditworthiness of our customers and suppliers, and, therefore, our income and financial condition, results of operations and cash flows. Changes in these economic conditions may affect some of our regions or markets more than others and may particularly affect our operations given our global reach. If adverse conditions affect our larger markets, they could have a proportionately greater impact on us than on some other companies. In addition, any uncertainty regarding global economic conditions may have an adverse effect on the results of operations and financial condition of us or our customers, distributors and suppliers, such as negative effects of currency exchange fluctuations. A shortage of labor in the construction industry could also have an impact on our financial results.

Our business relies on private investment and a slower than expected economy may adversely affect our results.

A significant portion of our sales are for projects with non-public owners, such as non-residential builders and home builders who make investments with private funds into their projects. Construction spending is affected by their ability to finance projects. Residential and non-residential construction could decline if companies and consumers are unable to finance construction projects or if the economy slows or is stalled, which could result in delays or cancellations of capital projects. If the economy slows, or if housing starts and non-residential projects do not increase, sales of our products directly by us to consumers and related services may decline, and our financial position, results of operations and liquidity could be materially adversely affected.

A material disruption at one of our MegaFactory^TM facilities could prevent us from meeting customer demand, reduce our sales and negatively affect our overall financial results.

Any of the following events could cease or limit operations unexpectedly: fires, floods, earthquakes, hurricanes, on-site or off-site environmental incidents or other catastrophes; utility and transportation infrastructure disruptions; labor difficulties; other operational problems; or war, acts of terrorism or other unexpected events. We are particularly susceptible to material disruptions as we intend to operate exclusively out of our Mumbai MegaFactory™ prior to the construction of additional MegaFactories. While we expect the Mumbai MegaFactory™ to be ISO 9000, 14000, 31000 and 26000 certified, fully ESG compliant, capable of harvesting rainwater, and equipped with solar panels and organic farm food for the workers, any downtime or damage at the facility or any of our future facilities could prevent us from meeting customer demand for our products or require us to make more expensive purchases from a competing supplier. This could result in customers seeking products from other distributors, as well as decreased customer satisfaction and lower sales and operating income.

Environmental, health and safety laws and regulations and any changes to, or liabilities arising under, such laws and regulations could have a material adverse effect on our financial condition, results of operations and liquidity.

We are subject to a variety of regulations relating to, among other things: the release or discharge of materials into the environment; the management, use, generation, treatment, processing, handling, storage, transport or disposal of solid and hazardous wastes and materials; and the protection of public and employee health and safety and the environment. These laws and regulations may expose us to liability for the conduct of others or for our actions, even if such actions complied with all applicable laws at the time these actions were taken. These laws and regulations may also expose us to liability for claims of personal injury or property or natural resource damage related to alleged exposure to, or releases of, regulated or hazardous materials. The existence of contamination at properties we own, lease or operate could also result in increased operational costs or restrictions on our ability to use those properties as intended, including for purposes of construction materials distribution.

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Despite our compliance efforts, there is an inherent risk of liability in the operation of our business, especially from an environmental standpoint, and, from time to time, we may be in noncompliance with environmental, health and safety laws and regulations. These potential liabilities or non-compliances could have an adverse effect on our operations and profitability. In some instances, we must have government approvals, certificates, permits or licenses in order to conduct our business, which may require us to make significant capital, operating and maintenance expenditures to comply with environmental, health and safety laws and regulations. Our failure to obtain and maintain required approvals, certificates, permits or licenses or to comply with applicable governmental requirements could result in sanctions, including substantial fines or possible revocation of our authority to conduct some or all of our operations. The cost of complying with such laws could have a material adverse effect on our financial condition, results of operations and liquidity.

Our business may be subject to economic and political risks of operating and obtaining supplies outside of the United States, including adverse impact of changes in international trade and tariff policies.

We operate and source a majority of our products from outside of the United States, and our suppliers also rely upon products from outside the United States. As such, any significant changes to, among other things, the general political and social conditions in countries in which we maintain operations or sourcing relationships, such as the UK, India and Mauritius currently, unfavorable changes in U.S. trade legislation and regulation, the imposition of U.S. governmental economic sanctions on countries in which we do business or other trade barriers, threats of war, terrorism or governmental instability, labor disruptions, currency controls and any other unanticipated or unfavorable changes could significantly impact our operations and plans for further expansion into the United States. If we are unable to navigate these regulatory environments, or if we are unable to enforce our contract rights in these countries, our business could be adversely impacted. Any of these events could interrupt our business and cause operational disruptions, increase our costs of operations, reduce our sales or otherwise have an adverse effect on our operating performance.

The U.S. government has indicated its intent to alter its approach to trade policy, including, in some instances, to revise, renegotiate or terminate certain multilateral trade agreements. It has also imposed new tariffs on certain foreign goods and raised the possibility of imposing additional increases or new tariffs on other goods. Such actions have, in some cases, led to retaliatory trade measures by certain foreign governments. Such policies could make it more difficult or costly for us to do business in or procure products from the countries we currently operate or seek to operate in, particularly the United States, which could negatively impact our revenue or operating results. At this time, it remains unclear what additional actions, if any, will be taken by the U.S. government with respect to tariff and international trade agreements and policies, and we cannot predict future trade policy or the terms of any revised trade agreements or any impact on our business.

Cybersecurity risks related to the technology used in our operations and other business processes, as well as security breaches of company, customer, employee and vendor information, could adversely affect our business.

We rely on various information technology systems to capture, process, store and report data and interact with customers and employees. Despite careful security and controls design, as the prevalence of cyber-attacks continues to increase, our information technology systems, and those of our third-party providers, could become subject to increased security threats, such as phishing and malware incidents. Our security measures may be unable to prevent certain security breaches, and any such network, system, data or other breaches could result in misappropriation of sensitive data, transactional errors, theft of funds, business disruptions, loss of or damage to intellectual property, loss of customers and business opportunities, unauthorized access to or disclosure of confidential or personal information (which could cause a breach of applicable data protection legislation), regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs and additional compliance costs, any of which could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

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Because the techniques used to obtain unauthorized access to, or disable, degrade or sabotage, information technologies systems change frequently, and may not be recognized until after they have been launched against a target, we may be unable to anticipate these techniques, implement adequate preventative measures or remediate any breach in a timely or effective manner. In addition, the development and maintenance of preventative or detective measures is costly, and requires ongoing monitoring and updating as technologies change and efforts to circumvent security measures become more sophisticated. As well as incurring additional costs, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the systems, or we may be unable to successfully integrate and launch new systems as planned without disruptions to our operations. Misuse of internal applications, theft of intellectual property, trade secrets, funds or other corporate assets and inappropriate disclosure of confidential information could stem from such incidents.

Despite our efforts, we remain potentially vulnerable to cyber-attacks and security breaches, and any such attack or breach could adversely affect our reputation, business, financial condition or results of operations.

We may be dependent upon third-party financing, and our financial condition and results of operations could be negatively affected if additional third-party financing for our customers does not become available.

Our business and earnings depend substantially on our ability to obtain financing for the development of our construction projects. The availability and cost of such financing is further dependent on the number of financial institutions participating in the industry, the departure of financial institutions from the industry, the financial institutions’ lending practices, the strength of credit markets generally, governmental policies and other conditions, all of which are beyond our control. In light of the current economic climate, some of our projects may not be successful in obtaining additional funds in a timely manner, on favorable terms or at all. The availability of borrowed funds, especially for construction financing, has been greatly reduced, and lenders may require project developers to invest increased amounts of equity in a project in connection with both new loans and the extension of existing loans. Unfavorable changes in the availability and terms of financing in the industry will have a material adverse effect on certain privately financed projects. Over the past few years, lenders have tightened credit underwriting standards, which have reduced lending volumes.

In addition, where our potential customers must sell their existing buildings or real estate in order to develop new buildings, increases in mortgage costs and/or lack of availability of mortgages could prevent buyers of potential customers’ existing buildings from obtaining the mortgages they need to complete their purchases, which would result in our potential customers’ inability to make purchases from us. If our potential customers cannot obtain suitable financing, our sales and results of operations would be adversely affected.

The construction industry is highly competitive, and such competition may increase the adverse effects of industry conditions, including the consolidation of the industry.

We operate in a very competitive environment. We compete for financing, raw materials and skilled management and labor resources as well as for customers. A decline in construction starts could adversely affect demand for products that utilize our technology and expertise and impact our results of operations. Increased competition could require us to further increase selling incentives and/or reduce our prices, which could negatively affect our revenue. We may be unable to successfully expand into or compete in the markets in new geographic areas. In addition, while we believe our modular process and technology may improve our competitive position by potentially expediting construction, there is no assurance that it will have the desired competitive impact.

There can be no assurance that modular construction techniques that utilize our technology and expertise will achieve market acceptance and grow; thus, the future of our business and the modular construction industry as a whole is uncertain.

While modular construction projects have been undertaken across the world, and in the markets where we operate, there can be no assurance that we will achieve market acceptance for our technology and expertise or that the modular construction market will grow as expected. Our business may be disrupted by the introduction of new products and services and is subject to changing consumer preferences and industry trends, which may adversely affect our ability to plan for the future development and marketing of our products. Although modules have particular applications in a wide variety of market segments, there is no assurance that we will be able to expand our relationship within such market segments or, even if we do, that general market acceptance for our technology and expertise or modules will continue to increase.

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Government regulations and legal challenges may delay the start or completion of our projects, increase our expenses or limit our building activities, which could have a negative impact on our operations.

Various rules and regulations concerning building, zoning, sales and similar matters apply to and/or affect the construction industry. Governmental regulation affects construction activities, as well as sales activities, mortgage lending activities and other dealings with consumers. These industries also have experienced an increase in legislation and regulations that limit the availability or use of land. In the United States, for example, municipalities may restrict or place moratoriums on the availability of utilities, such as water and sewer taps. In some areas, municipalities may enact growth control initiatives, which restrict the number of building permits available in a given year. In addition, we may be required to apply for additional approvals or modify our existing approvals because of changes in local circumstances or applicable law. If governments in locations in which we operate take actions like the ones described, they could adversely affect our business by causing delays, increasing costs or limiting our ability to operate in those areas. Further, we may experience delays and increased expenses as a result of legal challenges to our proposed projects, whether brought by governmental authorities or private parties. Failure to comply with laws or regulations applicable to or affecting us, or the passage in the future of new and more stringent laws affecting us, may adversely affect our financial condition or results of operations.

The dangers inherent in our operations, such as disruptions to our facilities and project sites, and the limits on insurance coverage could expose us to potentially significant liability costs and materially interfere with the performance of our operations.

While we believe our insurance coverage is adequate and in line with our industry’s standards, all construction, including modular construction, involves operating hazards that can cause personal injury or loss of life, severe damage to and destruction of property and equipment and suspension of operations, including, but not limited to, natural or man-made disruptions to our facilities and project sites. We may be sued for such injuries based on the use of our technology. The failure of such structures during and after installation can result in similar injuries and damages. Although we believe that our insurance coverage is adequate, there can be no assurance that we will be able to maintain adequate insurance in the future at rates we consider reasonable, or that our insurance coverage will be adequate to cover future claims that may arise. Claims for which we are not fully insured may adversely affect our working capital and profitability. In addition, changes in the insurance industry have generally led to higher insurance costs and decreased availability of coverage. The availability of insurance that covers risks we and our competitors typically insure against may decrease, and the insurance that we are able to obtain may have higher deductibles, higher premiums and more restrictive policy terms.

We are dependent on the services of key personnel, and the unexpected loss of their services may adversely affect our operations.

Our success depends highly upon the personal efforts and abilities of our senior management team, specifically the efforts of Suchit Punnose, our founder and Chief Executive Officer, Ajay Palekar, our Managing Director (for India), and Taariq Mauthoor, our Chief Technology Officer. Suchit has more than 22 years of experience in investments, real estate, and ventures across India and the UK. Ajay has more than 38 years of working experience in manufacturing, logistics and supply chain management. Taariq has more than 20 years of experience in the built environment sector as a Chartered Engineer in Sustainable Design & Engineering. The loss of the services of one or more of these individuals could have a material adverse effect on our business. Our ability to achieve profitability and generate increased revenue will depend upon our ability to retain, and, if necessary, attract experienced management personnel.

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We may be subject to legal proceedings or investigations, the resolution of which could negatively affect our profitability and cash flows in a particular period.

The nature of our operations exposes us to possible litigation claims, including disputes relating to our operations and commercial and contractual arrangements. Although we make every effort to avoid litigation, these matters are not totally within our control. We will contest these matters vigorously and will make insurance claims where appropriate, but because of the uncertain nature of litigation and coverage decisions, we cannot predict the outcome of these matters. The costs associated with litigation matters could have a material adverse effect on our financial condition and profitability. In addition, our profitability or cash flow in a particular period could be affected by an adverse ruling in any litigation currently pending in the courts or by litigation that may be filed against us in the future. We are also subject to environmental and other government regulation, which could result in administrative proceedings in the future.

A portion of our business and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India.

We are currently building the world’s largest steel modular buildings factory in India, the Mumbai MegaFactory™ to supply the United Kingdom, European Union, United States, and Indian markets. The MegaFactory™ will feature a 40-acre manufacturing facility located 280 kilometers from Mumbai, functioning as a manufacturing cluster producing fully fitted steel modular buildings, bathroom pods, doors, and windows. Consequently, our financial performance will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest and other political, social and economic developments in or affecting India.

The Government of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and we cannot assure you that such liberalization policies will continue. The rate of economic liberalization could change, and specific laws and policies affecting travel service companies, foreign investments, currency exchange rates and other matters affecting investments in India could change as well. A significant change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely affect business and economic conditions in India generally and our business and prospects.

As the domestic Indian market is anticipated to constitute a source of our revenue, a slowdown in economic growth in India could cause our business to suffer.

The performance and growth of our business are necessarily dependent in part on economic conditions prevalent in India, which may be materially and adversely affected by political instability or regional conflicts, economic slowdown elsewhere in the world or otherwise. The Indian economy also remains largely driven by the performance of the agriculture sector, which depends on the quality of the monsoon and is difficult to predict. The Indian economy has grown significantly over the past few years. Any future slowdown in the Indian economy could have a material adverse effect on the demand for the construction projects and, as a result, on our financial condition and results of operations.

Trade deficits could also adversely affect our business. India’s trade relationships with other countries and its trade deficit, driven to a major extent by global crude oil prices, may adversely affect Indian economic conditions. If trade deficits increase or are no longer manageable because of the rise in global crude oil prices or otherwise, the Indian economy, and therefore our business and our financial performance could be adversely affected.

India also faces major challenges in sustaining its growth, which include the need for substantial infrastructure development and improving access to healthcare and education. If India’s economic growth cannot be sustained or otherwise slows down significantly our business and prospects could be adversely affected.

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We have business and operations in Mauritius and are subject to regulatory, economic, social and political uncertainties in Mauritius.

Since gaining independence from the United Kingdom in 1968, Mauritius has transitioned from a low-income agriculture-based economy to a diversified one. Mauritius is also one of Africa’s most stable democracies, with high levels of respect for political institutions. Nonetheless, Mauritius suffers from a shortage of skilled labor and its economy is highly dependent on external trade. As such, we may find it difficult to obtain employees or replace existing employees and may be impacted by volatility in the Mauritian economy due to external financial shocks. Volatility in the Mauritian economy may result in higher costs for raw materials and our operations generally. The occurrence of any of these uncertainties may have an adverse effect on our business and financial performance.

Natural calamities could have a negative impact on the Indian and/or Mauritian economy or in other geographies areas in which we intend to expand that could cause our business to suffer.

India has experienced natural calamities such as earthquakes, tsunamis, floods, and drought in the past few years. Likewise, Mauritius, where we also operate, is susceptible to natural disasters such as tropical cyclones and floods, which have amplified over the past decades amid climate change. The extent and severity of these natural disasters determines their impact on the Indian and Mauritian economies. A majority of our operations and employees are located in India and Mauritius and there can be no assurance that we will not be affected by natural disasters in the future. The occurrence of any of these disasters or in other geographic area in we operate may result in operational losses and a loss of business confidence, should we be unable to properly recover from these natural calamities, which would have an adverse effect on our business and financial performance.

Risks Related to Modulex Following the Business Combination

Any of the following risk factors could cause Modulex’s actual results to differ materially from anticipated results. These risks and uncertainties are not the only ones that Modulex faces.

The completion of the Business Combination is subject to a number of important conditions, and the Business Combination Agreement may be terminated before the completion of the Business Combination in accordance with its terms. As a result, there is no assurance that the Business Combination will be completed.

The completion of the Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in the Business Combination Agreement, including the approval of the Business Combination by the PHP Stockholders, the approval of the listing of the Combined Company Ordinary Shares on Nasdaq, and several other customary closing conditions. If these conditions are not satisfied or, if the Business Combination Agreement is otherwise terminated by either party, you will not receive the Transaction Consideration. For more information, see “The Business Combination Agreement.”

The unaudited pro forma financial information included in this proxy statement/prospectus may not be representative of Modulex’s results after the Business Combination.

PHP and Modulex currently operate as separate companies. PHP and Modulex have had no prior history as a combined entity and their respective operations have not previously been managed on a combined basis. The unaudited pro forma financial information of Modulex included elsewhere in this proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the transactions been consummated as of the dates indicated, nor is it indicative of the Combined Company’s future operating results or financial position after the assumed consummation of the Transactions or other individually insignificant acquisitions. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expense. The unaudited prospective financial information of Modulex is based in part on certain assumptions that we believe are reasonable under the circumstances. Our assumptions may not prove to be accurate over time. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” has been derived from PHP’s and Modulex’s historical financial statements and certain adjustments and assumptions including revenue projections have been made regarding the Combined Company after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse effect on the pro forma financial information and the Combined Company’s financial position and future results of operations.

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In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Combined Company’s financial condition or results of operations following the Closing. Any potential decline in the Combined Company’s financial condition or results of operations may cause significant variations in the Combined Company Ordinary Share price.

Modulex’s revenue projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, Modulex’s projected revenue, gross profit, EBITDA and net profit may differ materially from expectations.

Modulex’s operates in a competitive industry and its revenue projections will be subject to the risks and assumptions made by management, set forth in this proxy statement/prospectus, in the fairness opinion with respect to its industry and its ability to produce sufficient product to meet customer demands, if any, and other unforeseen risks. Operating results are difficult to forecast because they generally depend on a number of factors, including the competition the Combined Company would face, and its ability to enter into contracts with existing potential customers and to attract and retain new customers while generating sustained revenues. This may result in less revenue than projected and the Combined Company may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause the Combined Company’s operating results in a given quarter to be higher or lower than expected. These factors make creating accurate forecasts and budgets challenging and, as a result, the Combined Company may fall materially short of its forecasts and expectations, which could cause its share price to decline and investors to lose confidence in it.

The Business Combination may not result in increased share liquidity for PHP Stockholders following the Business Combination.

We are undertaking the Business Combination because we believe that the Transactions will provide PHP Stockholders with a number of advantages, including providing PHP Stockholders with securities that we expect will enjoy greater market liquidity than the securities these holders currently hold. However, the Business Combination may not accomplish these objectives particularly given the number of shares to be held by PHP Stockholders coupled with your right to redeem your PHP Common Stock in connection with the consummation of the Business Combination. Accordingly, we cannot predict whether a liquid market for the newly issued the Combined Company Ordinary Shares will be maintained.

Your ownership percentage in the Combined Company at Closing will be less than the ownership percentage you currently hold in PHP.

Your ownership percentage in the Combined Company Ordinary Shares following the Business Combination will be less than your existing ownership percentage in PHP as a result of dilution attributable to the relative equity values of the companies involved in the Business Combination. Immediately after the Business Combination, assuming no redemptions by PHP Stockholders, it is anticipated that (i) the existing shareholders of Modulex will hold as a group approximately [____]% of the issued and outstanding Combined Company Ordinary Shares, assuming no further redemptions by the PHP Stockholders, and (ii) the current PHP Stockholders including the Sponsor will hold as a group approximately [___]% of the issued and outstanding Combined Company Ordinary Shares, which includes the shares underlying Placement Units and Placement Warrants (assuming a PIPE Investment), as shown in the following table (there is no anti-dilution adjustment).

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The following table shows the ownership of PHP immediately following the Business Combination giving effect to the warrants and options, including pre-listing financing shares, potential PIPE shares, maximum issuances pursuant to the Company Equity Plan and a potential issuance of $1,500,000 convertible notes:

	Share ownership in the Combined Entity
	Pro Forma Combined (Assuming No Further Redemptions Scenario)					Pro Forma Combined (Assuming 50% Redemptions Scenario)					Pro Forma Combined (Assuming Maximum Redemptions Scenario)(1)
Stockholder	Shares		%			Shares		%			Shares		%
Former Modulex Shareholders		21,125,164		33.8	%		21,125,164		34.0	%		21,125,164		34.4	%
PHP Public Stockholders		1,385,821		2.2	%		692,910		1.1	%		-		0.0	%
IPO Public Shares		866,139		1.4	%		433,070		0.7	%		-		0.0	%
Public Warrants Shares		433,069		0.7	%		216,534		0.35	%		-		0.0	%
Public Rights Shares		86,613		0.1	%		43,306		0.05	%		-		0.0	%
Initial Stockholders		2,021,350		3.2	%		2,021,350		3.3	%		2,021,350		3.3	%
Founder Shares		1,437,500		2.3	%		1,437,500		2.3	%		1,437,500		2.3	%
Private Placement Shares		293,400		0.5	%		293,400		0.5	%		293,400		0.5	%
Private Placement Warrants Shares		146,700		0.2	%		146,700		0.2	%		146,700		0.25	%
Private Placement Rights Shares		143,750		0.2	%		143,750		0.2	%		143,750		0.2	%
Company Equity Plan		5,344,440		8.5	%		5,344,440		8.6	%		5,344,440		8.7	%
PIPE Shares		30,000,000		47.7	%		30,000,000		48.3	%		30,000,000		48.9	%
Pre-Listing Financing Shares		1,394,270		2.2	%		1,394,270		2.2	%		1,394,270		2.3	%
Convertible Notes from Working Capital Loans		1,500,000		2.4	%		1,500,000		2.4	%		1,500,000		2.4	%
Total		62,771,044		100.0	%		62,078,134		100.0	%		61,385,224		100.0	%

The underwriting fee of 5.5% representing $3,162,500 of the initial public offering proceeds of $57,500,000, including deferred fees of $2,012,500, from PHP IPO would represent [33.57]% and [67.2]% of the per PHP public share offering price of the unredeemed shares in the no further redemptions and 50% redemptions scenarios, respectively.

As a result, PHP Stockholders will have less influence over matters submitted to a vote of the Combined Company shareholders than they currently hold in PHP. Nevertheless, the Sponsor, directors and officers of PHP Corp will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate.

Directors of PHP have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

When considering the PHP Board’s recommendation that PHP Stockholders vote in favor of the approval of the Business Combination, PHP Stockholders should be aware that PHP’s directors and executive officers, advisors and entities affiliated with them, have interests in the Business Combination that may be different from, or in addition to, the interests of PHP Stockholders. These interests include:

● If the Business Combination with Modulex or another business combination is not consummated by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023, in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter), as described in more detail in this proxy statement/prospectus), PHP will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding PHP public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and PHP’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the PHP IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an aggregate market value of $15,683,125 and the 293,400 shares of PHP’s Class A common stock included in the Private Placement Units had an aggregate market value of $3,200,994 based upon the closing price of $10.91 per share on the Nasdaq on September 8, 2023. On the other hand, if the Business Combination is consummated, each outstanding PHP Common Stock will remain a Combined Company Ordinary Share pursuant to the Business Combination Agreement. Our Sponsor transferred 20,000 shares to Mr. Ngoh, 6,000 shares to Mr. Stein, 2,500 shares to Mr. Phoon, 2,500 shares to Mr. Anih and 3,000 shares to Legacy Royals, LLC an entity controlled by Mr. Gordon. Additionally, pursuant to a Securities Transfer Agreement dated January 23, 2023, Red Ribbon Asset Management PLC transferred 50,000 shares Class B Common Stock to Mr. Stein. Finally, pursuant to a Securities Transfer Agreement dated March 21, 2023, Low Ban Chai transferred 4,000 shares of Class B Common Stock to Mr. Stein.

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● The Sponsor purchased 293,400 Private Placement Units from PHP for $10.00 per unit raising $2,934,000. Each Private Placement Unit consists of one Class A Ordinary Share and one warrant. Each PHP Warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share. This purchase took place on a private placement basis simultaneously with the consummation of the PHP IPO. All of the proceeds PHP received from the PHP IPO and substantially all of the proceeds from the sale of the placement units were placed in the Trust Account. The private placement units and the PHP Class A Ordinary Shares underlying the private placement units and warrants will become worthless if PHP does not consummate a business combination by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023, in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter, as described in more detail in this proxy statement/prospectus). On the other hand, if the Business Combination is consummated, each outstanding PHP Warrant will become a Combined Company warrant exercisable to purchase one Combined Company Ordinary Share following consummation of the Business Combination and each outstanding PHP Common Stock will become a Combined Company Ordinary Shares pursuant to the Business Combination Agreement.

● If PHP is unable to complete a business combination within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by PHP for services rendered or contracted for or products sold to PHP. If PHP consummates a business combination, on the other hand, PHP will be liable for all such claims.

● The Sponsor and PHP’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on PHP’s behalf, such as identifying and investigating possible business targets and business combinations. However, if PHP fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, PHP may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023, in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter. As of June 30, 2023, the Sponsor and PHP’s officers and directors and their affiliates had incurred approximately $0.00 of unpaid reimbursable expenses.

● The Business Combination Agreement provides for the continued indemnification of PHP’s current directors and officers and the continuation of directors and officers liability insurance covering PHP’s current directors and officers.

● The Sponsor may loan to PHP additional funds for working capital purposes prior to the Business Combination. An amount of $751,929 is currently outstanding for working capital loans from the Sponsor as of June 30, 2023. PHP’s officers and directors (or their affiliates) may also make loans from time to time to PHP to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans remain outstanding, but loans may be made after the date of this proxy statement/prospectus.

● Pursuant to the Administrative Support Agreement entered into between PHP and Arc Group Limited, contemporaneous to the PHP IPO, PHP agreed to reimburse Arc Group Limited $10,000 per month commencing after the IPO through the Business Combination. These amounts are accruing and remain unpaid and payable at the time of the Closing of the Business Combination. As of September 27, 2023, approximately $20,000 is due to ARC Group Limited under the Administrative Support Agreement.

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These financial interests of the officers and directors, and entities affiliated with them, may have influenced their decision to approve the Business Combination and may incentivize these individuals and entities, including our Sponsor, to complete an acquisition of a less favorable target company or on terms less favorable to shareholders in order to avoid liquidation. You should consider these interests when evaluating the Business Combination and the recommendation to vote in favor of the Business Combination Proposal and other proposals to be presented to PHP Stockholders.

Following the completion of the Business Combination, the Sponsor will have the ability to influence the Combined Company’s business and management.

It is anticipated that, upon completion of the Business Combination: existing shareholders of Modulex will hold as a group approximately [89.0]% of the issued and outstanding Combined Company Ordinary Shares, assuming no further redemptions by the PHP Stockholders, and (ii) the current PHP Stockholders including the Sponsor will hold as a group approximately [7.3]% of the issued and outstanding Combined Company Ordinary Shares, which does not include the Private Placement Warrants or the PIPE investment. As a result, PHP Stockholders will have less influence over matters submitted to a vote of the Combined Company shareholders than they currently hold in PHP. These levels of ownership interest: (a) exclude the impact of the PHP Warrants to purchase Combined Company Ordinary Shares that will remain outstanding immediately following the Business Combination and (b) assume that no PHP Public Shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in PHP’s Trust Account. Accordingly, the Sponsor will be able to influence the approval of actions requiring approval of the board of directors of the Combined Company through their voting power and will retain influence with respect to the Combined Company’s management, business plans and policies, including the appointment and removal of its officers. In addition, the Sponsor, directors and officers of PHP will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate.

Subsequent to the consummation of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although PHP has conducted due diligence on Modulex, PHP cannot assure you that this diligence revealed all material issues that may be present in its businesses, that it would be possible to uncover all material issues through a customary amount of due diligence or that factors outside of PHP’s or Modulex’s control will not later arise. Modulex is aware that PHP must complete an initial business combination by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023, in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter. Consequently, Modulex may have obtained leverage over PHP in negotiating the Business Combination Agreement, knowing that if PHP does not complete the Business Combination, PHP may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline. In addition, PHP has had limited time to conduct due diligence. Modulex is a privately held company and PHP therefore has made its decision to pursue a business combination with Modulex on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all.

As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if PHP’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with PHP’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on the Combined Company’s liquidity, the fact that the Combined Company is required to report charges of this nature could contribute to negative market perceptions about the Combined Company or the Combined Company Ordinary Shares. Accordingly, any PHP Stockholders who choose to remain shareholders of the Combined Company following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by PHP’s officers or directors of a duty of care or other fiduciary duty owed by them to PHP, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

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PHP cannot assure you that the due diligence PHP has conducted on Modulex will reveal all material issues that may be present with regard to Modulex, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of PHP’s control will not later arise.

Evaluation of the Modulex Transactions and alternative business opportunities may not have revealed the best target for a business combination or all material risks that may be present with regard to the Business Combination.

The PHP Board, consisting of four independent directors and two interested directors, evaluated the Modulex Transactions and considered alternative business opportunities. Over the course of its evaluation, the PHP Board offered letters of intent to two other distinct Potential Targets in order to maximize PHP stockholder value, which it did not pursue. As part of the PHP Board’s independent evaluation, which was conducted over a five-month period, and retained independent financial and legal advisors. The PHP Board also undertook its own analysis of key aspects of the financial model underlying Modulex’s financial projections.

In analyzing the Business Combination, the PHP Board conducted due diligence on Modulex and engaged in comprehensive discussions regarding the terms of the transaction, including the relative ownership of Modulex following the Business Combination. Following the entering of an LOI with Modulex, the PHP Board commenced a comprehensive evaluation of, and due diligence effort and undertook extensive negotiations with, Modulex. The PHP Board hired and convened with financial advisors and its legal team, it relied on its own financial and capital markets background, as well as obtained a fairness opinion from Houlihan, its independent financial advisor, to opine on the fairness of the proposed acquisition of 100% of the outstanding equity interests of Modulex for the Transaction Consideration of USD $600 million (the “Fairness Opinion”).

After performing a series of sensitivity analyses to measure the impact of changes in the underlying assumptions and inputs to the discounted cash flow analysis, including the impact of changes to the discount rate and terminal multiple, Houlihan concluded on an enterprise value range of $583 million to $736 million for use in the assessment of fairness. The Fairness Opinion ascertained that the Transaction Consideration is fair based on Houlihan’s application of the Discounted Cash Flow method.

A discounted cash flow analysis estimates value based upon a company’s projected future free cash flow, discounted at a rate reflecting risks inherent in such cash flows. Houlihan utilized a 16 year financial forecast provided by PHP’s management. In view of the negotiated exchange of PHP securities for the Combined Company Ordinary Shares to comprise the transaction consideration, the PHP Board believed that PHP stockholder would benefit from the Business Combination. The PHP Board relied on the Fairness Opinion regarding the fairness of the transaction consideration. See the Fairness Opinion at Annex D.

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Subsequent to the consummation of the Business Combination, PHP will become a holding company of Modulex and will be dependent on distributions from Modulex to fund operating costs.

Upon consummation of the Business Combination, the only principal asset of the Combined Company following the Business Combination will be its interest in Modulex, and accordingly, the Combined Company will be a holding company and it will depend on distributions from Modulex to pay taxes and operating expenses, as well as to pay dividends in the future, which will be dependent upon the financial results and cash flows of Modulex. There can be no assurance that Modulex will generate sufficient cash flow to distribute funds to the Combined Company, or that applicable law and contractual restrictions, including negative covenants under any debt instruments, if applicable, will permit such distributions. If Modulex does not distribute sufficient funds to the Combined Company to pay its taxes or other liabilities, the Combined Company may default on contractual obligations or have to borrow additional funds. In the event that the Combined Company is required to borrow additional funds, it could adversely affect the Combined Company’s liquidity and subject it to additional restrictions imposed by lenders.

The Sponsor and certain insiders of PHP has agreed to vote in favor of the Business Combination, regardless of how PHP Stockholders vote.

The Sponsor and certain insiders of PHP have agreed to vote their shares in favor of the Business Combination. The Sponsor and PHP officers and directors beneficially own and are entitled to vote an aggregate of 1,437,500 Founder Shares and 293,400 shares of PHP’s Class A common stock included in the Private Placement Units or approximately 66.6% of the outstanding PHP Common Stock. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. In addition to the shares of PHP Common Stock held by the Sponsor and PHP’s officers and directors, PHP would need no additional shares of the 866,139 PHP public shares to be voted in favor of the Business Combination Proposal and other proposals in order for them to be approved (assuming all outstanding shares are voted on each proposal).

Even if PHP consummates the Business Combination, there can be no assurance that the PHP Warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the PHP Warrants is $11.50 per PHP Class A Ordinary Share. Even if PHP consummates the Business Combination, there can be no assurance that the PHP Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the PHP Warrants may expire worthless.

If PHP is unable to complete the Business Combination with Modulex or another business combination by August 16, 2024 (upon depositing additional funds into the Company’s Trust Account, as described in more detail in this proxy statement/prospectus), PHP will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, third-parties may bring claims against PHP and, as a result, the PHP IPO proceeds in the Trust Account could be reduced and the per share liquidation price received by PHP Stockholders could be less than $10.00 per share.

Under the terms of the Existing PHP Charter, PHP must complete the Business Combination or another business combination by August 16, 2024 (if PHP’s Sponsor deposits the amount of the lesser of (x) 40,000 or (y) $0.04 per share for each public share outstanding as of each of the twelve (12), one-month extensions per month into the Trust Account for each one-month extension for up to twelve times commencing August 16, 2023, as was approved by PHP Stockholders on August 15, 2023, in an amendment to the Existing PHP Charter or such later date as may be approved by PHP’s stockholders in an amendment to the Existing PHP Charter, as described in more detail in this proxy statement/prospectus), or PHP must: (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 100% of the issued and outstanding public shares, at a share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (which interest will be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish its Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and the PHP Board of directors, dissolve and liquidate, subject, in the case of clauses (i) and (ii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

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PHP’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to PHP Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.10 per PHP public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per PHP public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our PHP public stockholders may be reduced below $10.10 per share.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, PHP files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of PHP Stockholders and the per share amount that would otherwise be received by PHP Stockholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, PHP files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in PHP’s bankruptcy estate and subject to the claims of third-parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by PHP Stockholders in connection with PHP’s liquidation may be reduced.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our Board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect PHP’s business, including its ability to negotiate and complete its initial business combination, and results of operations.

PHP is subject to laws and regulations enacted by national, regional and local governments and foreign jurisdictions. In particular, PHP is required to comply with certain SEC and other legal requirements, its business combination may be contingent on its ability to comply with certain laws and regulations and the post-Business Combination. The Combined Company is expected to be subject to additional laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on the Combined Company’s business, including its ability to negotiate and complete its initial business combination, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on its business, including its ability to negotiate and complete its initial business combination, and results of operations.

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On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect PHP’s ability to negotiate and complete the Business Combination and may increase the costs and time related thereto as well as to the post-Business Combination Combined Company.

The Combined Company may redeem the unexpired PHP Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

The Combined Company has the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Combined Company Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date the Combined Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Combined Company, the Combined Company may exercise its redemption right even if the Combined Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the issued and outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the issued and outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial majority of our shareholders do not agree. However, we must maintain a certain amount of cash within our trust account as a closing condition to the Business Combination Agreement.

Our current Existing PHP Charter does not provide a specified maximum redemption threshold, except that we will not redeem our public shares in an amount that would cause PHP’s net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (such that we are not subject to the SEC’s “penny stock” rules). On March 31, 2023 the PHP Class A Ordinary Shares subject to possible redemption in the amount of $18,768,721 are presented as temporary equity, outside of the shareholders’ equity section of PHP’s balance sheet. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares before the Closing of the Business Combination or by the Combined Company or the persons described above have been entered into with any investor. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals (as described in this proxy statement/prospectus) at the Extraordinary General Meeting.

In the event the aggregate cash consideration we would be required to pay for all PHP Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreement exceeds the aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all PHP Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

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PHP is dependent upon its executive officers and directors and their departure could adversely affect PHP’s ability to operate and to consummate the initial business combination; PHP’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on PHP’s ability to complete the initial business combination.

PHP’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. PHP believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. PHP does not have an employment agreement with, or key-man insurance on the life of, any of its executive officers or directors. The unexpected loss of the services of one or more of PHP’s executive officers or directors could have a detrimental effect on PHP and the ability to consummate the Business Combination.

In addition, PHP’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of PHP’s executive officers is engaged in other business endeavors for which they may be entitled to substantial compensation and PHP’s directors also serve as officers and board members for other entities. If PHP’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to PHP’s affairs which may have a negative impact on PHP’s ability to consummate the Business Combination.

The Combined Company’s ability to be successful following the Business Combination will depend upon the efforts of the Combined Company’s board of directors and key personnel and the loss of such persons could negatively impact its operations and profitability.

The Combined Company’s ability to be successful following the Business Combination will be dependent upon the efforts of the Combined Company’s board of directors and key personnel. PHP cannot assure you that the Combined Company’s board of directors and key personnel will be effective or successful or remain with the Combined Company. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause the Combined Company’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Business Combination Agreement, the PHP public stockholders will own approximately [3.7]% of the equity interests of the Combined Company including the Sponsor (assuming no further redemptions) and PHP’s management, which does not include the Public Warrants or Private Placement Warrants or the PIPE investment, which is not certain at this juncture. Other than Garry Stein, who is expected to serve on the board of directors of the Combined Company, PHP’s management will not be engaged in the management of the Combined Company’s business. Accordingly, the future performance of the Combined Company will depend upon the quality of the post-Business Combination board of directors, management and key personnel of the Combined Company. The Combined Company’s post-Business Combination board of directors will serve PHP as well. The remaining members of the PHP Board will resign.

Certain of PHP’s officers and directors may negotiate employment or consulting agreements with the Combined Company in connection with the Business Combination that may provide for compensation to be received following the Business Combination, which may cause them to have conflicts of interest in determining whether the Business Combination is advantageous.

Certain of PHP’s officers and directors may be able to remain with the Combined Company after the completion of the Business Combination pursuant to employment or consulting agreements negotiated in connection with the Business Combination. Such negotiations could provide for such individuals to receive compensation in the form of cash payments and/or securities of the Combined Company for services they would render to the Combined Company after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivation in connection with the consummation of the Business Combination. However, PHP believes the ability of such individuals to remain with the Combined Company after the completion of the Business Combination will not be the determining factor in PHP’s decisions regarding the consummation of the Business Combination. There is no certainty, however, that any of PHP’s key personnel will remain with the Combined Company after the consummation of the Business Combination. PHP cannot assure you that any of its key personnel will remain in senior management or advisory positions with the Combined Company.

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Particularly, Garry Stein is currently a member of PHP’s Sponsor. By virtue of this relationship, Mr. Stein may be deemed to share beneficial ownership of the securities held of record by our Sponsor. Mr. Stein disclaims any such beneficial ownership except to the extent of his pecuniary interest in the shares of PHP Class B common stock. The consummation of the Business Combination will result in Mr. Stein becoming the legal owner of 60,000 Combined Company Ordinary Shares and an independent director and chair of the Combined Company Board’s Audit Committee. He is currently a party to a consulting agreement with Red Ribbon (the sponsor of Modulex), PHP and Sponsor whereby Mr. Stein will be awarded 50,000 shares after consummation of the Business Combination in exchange for consulting services rendered that are related to consummation of the Business Combination agreement. Mr. Stein will also be an independent member of the board of directors and chair of the Combined Company’s Audit Committee following the closing of the Business Combination and, therefore, in the future Mr. Stein will receive any cash fees, stock options or stock awards that the board of directors of the Combined Company determines to pay to its non-executive directors. Mr. Stein disclosed his interest to the PHP Board on March 23, 2023 and the PHP Board approved this arrangement.

Because PHP’s Sponsor, officers and directors will lose their entire investment in PHP if the Business Combination is not completed, and because PHP’s Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Modulex was appropriate for PHP’s initial business combination.

PHP’s Sponsor, officers and directors currently own 1,437,500 Founder Shares. In addition, the Sponsor purchased 293,400 Placement Units contemporaneous with the closing of the IPO, the Class A Ordinary Shares and the Placement Warrants underlying the Placement Units will be worthless if PHP does not complete a business combination. The Founder Shares automatically convert into Combined Company Ordinary Shares at the Closing. The holders of Founder Shares and Private Placement Shares have agreed (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to redeem any shares in connection with an PHP stockholder vote to approve a proposed initial business combination, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares held by them if PHP fails to complete an initial business combination within the requisite time period.

The personal and financial interests of PHP’s officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of PHP’s initial business combination, its Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on PHP’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on PHP’s behalf. However, PHP’s Sponsor, officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of PHP’s Sponsor, officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination.

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Given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the PHP Units sold in the PHP IPO and the number Combined Company Ordinary Shares that our Sponsor will receive upon Closing of the Business Combination, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the Combined Company Ordinary Shares trades below the price initially paid for the PHP Units in the PHP IPO and the Public Shareholders experience a negative rate of return following the completion of the Business Combination. Thus, our Sponsor and its affiliates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares.

Since the Sponsor and PHP’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of PHP’s shareholders, a conflict of interest may have existed in determining whether the Business Combination with Modulex is appropriate as PHP’s initial business combination. Such interests include that the Sponsor, as well as PHP’s executive officers and directors, will lose their entire investment in PHP if PHP’s business combination is not completed.

When you consider the recommendation of the PHP Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor, PHP’s directors, and executive officers, have interests in such proposal that are different from, or in addition to, those of PHP stockholder and PHP warrant holders generally. These interests include, among other things, the interests listed below:

● unless PHP consummates the Business Combination, PHP’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

● the Sponsor paid an aggregate of $25,000 for its Founder Shares. The Sponsor purchased an aggregate of 293,400 Private Placement Units at a price of $10.00 per unit, for an aggregate purchase price of $2,934,000 (upon the over-allotment option being exercised in full). Such Founder Shares had an aggregate market value of $15,683,125 and the 293,400 shares of PHP’s Class A common stock included in the Private Placement Units had an aggregate market value of $3,200,994 based upon the closing price of $10.91 per share on the Nasdaq on September 8, 2023. If the proposed Business Combination with Modulex is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other stockholders experience a negative rate of return in post-Business Combination. Our Sponsor transferred 20,000 shares to Mr. Ngoh, 6,000 shares to Mr. Stein, 2,500 shares to Mr. Phoon, 2,500 shares to Mr. Anih and 3,000 shares to Legacy Royals, LLC an entity controlled by Mr. Gordon. Additionally, pursuant to a Securities Transfer Agreement dated January 23, 2023, Red Ribbon Asset Management PLC transferred 50,000 shares Class B Common Stock to Mr. Stein. Finally, pursuant to a Securities Transfer Agreement dated March 21, 2023, Low Ban Chai transferred 4,000 shares of Class B Common Stock to Mr. Stein;

● as a condition to the PHP IPO, the Founder Shares became subject to a six-month lock-up whereby, the Sponsor and officers and directors have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until, with respect to 50% of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining 50% of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property;

● an aggregate of 293,400 Placement Units were issued to the Sponsor simultaneously with the consummation of the IPO and the underwriters’ exercise of its over-allotment option. Such 293,400 shares of PHP’s Class A common stock included in the Private Placement Units had an aggregate market value of $3,200,994 based upon the closing price of $10.91 per share on the Nasdaq on September 8, 2023, which 293,400 Placement Units include placement warrants to purchase an aggregate of 293,400 Class A ordinary shares at $11.50 per share;

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● the Sponsor has agreed that the Placement Units, and all of their underlying securities, will not be sold or transferred by it until 30 days after PHP has completed a business combination, subject to limited exceptions. If the Company does not complete the Business Combination, the proceeds from the sale of the Placement Units will be used to fund the redemption of the PHP Class A ordinary shares while the placement warrants underlying the Placement Units will expire worthless;

● the Sponsor and directors and officers of PHP have agreed not to redeem any PHP Common Stock they hold in connection with an PHP stockholder vote to approve a proposed initial business combination. If the Company does not complete the Business Combination, the proceeds from the sale of the Placement Units will be used to fund the redemption of the PHP Class A Ordinary Shares while the placement warrants underlying the Placement Units will expire worthless;

● Sponsor may loan to PHP additional funds for working capital purposes prior to the Business Combination. An amount of $751,929 is currently outstanding for working capital loans from the Sponsor as of June 30, 2023. PHP’s officers and directors (or their affiliates) may also make loans from time to time to PHP to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans remain outstanding, but loans may be made after the date of this proxy statement/prospectus.

● Pursuant to the Administrative Support Agreement entered into between PHP and Arc Group Limited, contemporaneous to the PHP IPO, PHP agreed to reimburse Arc Group Limited $10,000 per month commencing after the IPO through the Business Combination. These amounts are accruing and remain unpaid and payable at the time of the Closing of the Business Combination. As of September 27, 2023, approximately $20,000 is due to ARC Group Limited under the Administrative Support Agreement.

● in the Sponsor’s discretion, funds used by the Company to extend the date to complete the initial business combination may be loaned by the Sponsor or its affiliates or designees to be deposited in the Trust Account, which loan amount from the Sponsor or its affiliates may be converted into Extension Units, at the price of $10.00 per unit. Up to $1,500,000 of such loans may be converted into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units; and

● certain of Modulex’s directors and executive officers will serve as officers of the Combined Company following the consummation of the Business Combination. Namely, Suchit Punnose and Garry Stein and are expected to be appointed as directors of the Combined Company after the consummation of the Business Combination and may in the future receive cash fees, options or share awards that the Combined Company determines to pay to its directors. As such, in the future they will receive any cash or equity-based compensation that the Modulex Technology board determines to pay to such officers.

See “Business Combination Proposal—Interests of PHP’s Directors and Officers in the Business Combination” for additional information on interests of PHP’s directors and executive officers.

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