IPO and Financial Overview - The Company completed its Initial Public Offering on August 16, 2021, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[39]. - A total of $58,075,000 was deposited into a trust account for the benefit of the Company's public stockholders, net of underwriting commissions and offering expenses[42]. - The company incurred offering costs of $3,153,369 during the IPO, including $1,750,000 for deferred underwriting commissions[109]. - As of December 31, 2022, the company reported a net loss of $1,848,123, which included a realized gain on marketable securities of $802,841 and operational costs of $2,369,751[108]. - The company had a weighted average of 6,013,155 Class A common shares outstanding for the year ended December 31, 2022, up from 3,162,250 in 2021[202]. - The total stockholders' deficit increased to $5,178,212 as of December 31, 2022, from $1,599,890 in 2021[200]. - Cash at the end of the period was $24,927, a decrease from $486,315 at the beginning of the period[206]. - The cash and marketable securities held in the trust account were $59,805,199 as of December 31, 2022, compared to $58,075,594 in 2021[200]. Business Combination Plans - The Company extended the deadline to consummate its initial business combination to November 16, 2022, by depositing $575,000, representing $0.10 per public share[44]. - The Business Combination Agreement with Modulex Modular Buildings Plc involves a merger consideration valued at $600 million[57]. - Upon consummation of the transactions, Modulex securityholders are estimated to own approximately 72.3% of the outstanding Modulex Ordinary Shares[60]. - The company intends to focus on consumer-facing companies with significant Africa presence or potential for its business combinations[208]. - The company plans to leverage its management team's experience and network to identify and acquire opportunities in the consumer products and services sector[62]. - The strategy includes completing a business combination that can benefit from additional capital and access to public securities markets[63]. - The company anticipates structuring initial business combinations to acquire 100% of the equity interests or assets of target businesses, but may also acquire less than 100% under certain conditions[79]. - The company intends to seek acquisition candidates with a total enterprise value between $100 million and $300 million, focusing on strong core businesses with competitive advantages and growth opportunities[65]. Financial Controls and Governance - Management's internal control over financial reporting was also deemed ineffective as of December 31, 2022, due to material weaknesses[127]. - Remediation steps have been implemented to improve internal control, including enhancing the review process for complex securities and considering additional staff with requisite experience[128]. - The board of directors consists of five members, with a structure divided into three classes, each serving a three-year term[142]. - The majority of the board is expected to be independent directors, with regular meetings scheduled for independent directors only[146]. - The company has established an audit committee consisting of three independent members, with Mr. Gordon serving as the chair[150]. - The compensation committee is composed of three independent directors, with Mr. Anih as the chairman, and is responsible for reviewing compensation arrangements related to initial business combinations[153]. Risks and Challenges - The Excise Tax included in the Inflation Reduction Act may decrease the value of the company's securities and hinder its ability to consummate an initial business combination[86]. - The company expects to incur significant costs in pursuit of its acquisition plans and may not be successful in raising capital[106]. - The financial statements indicate substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed[193]. - The Company has incurred significant costs in pursuit of financing and acquisition plans, with no assurance of successful business combination within the specified period[225]. Stockholder Information - The founder shares held by initial stockholders represent 20% of the outstanding shares immediately following the completion of the offering[168]. - Global Link Investment LLC holds 4.85% of Class A common stock and 99.44% of Class B common stock, representing approximately 19.1% of the total outstanding common stock[166]. - The holders of founder shares have agreed to vote in favor of any proposed business combination and not to redeem shares in connection with such votes[170]. - The initial stockholders agreed not to transfer Class B common stock until certain conditions are met, including a closing price of $12.00 per share for 20 trading days[174]. Audit and Compliance - The audit fees for MaloneBailey for the year ended December 31, 2022, totaled approximately $42,500, down from $99,000 for the year ended December 31, 2021[180]. - The Company has not paid any fees for tax return services or other services to MaloneBailey for the year ended December 31, 2022[182][183]. - The company has not granted any stock options or long-term incentive awards to executive officers or directors since its formation[161]. Future Outlook - The Company has the option to extend the period to consummate a Business Combination by up to 18 months, subject to additional deposits by the Sponsor[115]. - If the Company fails to complete a business combination by the extended deadline, it will cease operations and liquidate, redeeming public shares at a price based on the trust account balance[222]. - The total possible Business Combination period is 18 months at a total payment value of $575,000 with the underwriters' over-allotment option exercised in full[177].
PHP Ventures Acquisition (PPHP) - 2022 Q4 - Annual Report