AND EXCHANGE COMMISSION
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
of Report (Date of earliest event reported): September 16, 2021
name of registrant as specified in its charter)
or other jurisdiction
Main Street, Irvine, CA
of principal executive offices)
telephone number, including area code: 714-793-9227
name or former address, if changed since last report)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company ☐
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 provide pursuant to Section 13(a) of the Exchange Act. ☐
1 – Registrant’s Business and Operations
1.01 Entry into a Material Definitive Agreement
September 16, 2021, PHI Group, Inc. entered into a Memorandum of Understanding with Five Grain Treasure Spirits Co., Ltd. (“FGTS”),
a company organized and existing by virtue of the laws of People’s Republic of China, with principal business address at Jigu Road
Economic Zone, Shulan City, Jilin Province, China, to acquire seventy percent (70%) of ownership in FGTS and provide the additional required
capital for FGTS to implement its business plan. The total budget for the purchase price and the additional required capital is one hundred
million U.S. dollars (USD 100,000,000), whose terms and conditions for payment will be stipulated in a Definitive Agreement to be signed
by both parties after satisfactory due diligence of FGTS by the Registrant.
specializes in the production and sales of spirits, together with the development
of proprietary spirit production processes and the possession of patented technology for growing raw materials for beverage manufacturing.
of this transaction will be conditioned, among other matters, upon:
signing of this MOU, FGTS will cooperate with and accommodate PHIL and/or its representative(s) for further due diligence review
of FGTS’s business, including but not limited to its assets, liabilities, property, plant and equipment, technologies, operations,
books and records, and business plan.|
signing of the Definitive Agreement by the parties within forty-five days following the signing of this MOU and the closing of this
transaction by December 31, 2021, unless extended by the consent of both parties in writing. |
establishment of a special purpose vehicle (SPV) as the holding company for the seventy percent (70%) ownership in FGTS.|
9 – FINANCIAL STATEMENTS AND EXHBITS
9.01 Financial Statements and Exhibits
following is a complete list of exhibit(s) filed as part of this Report.
number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
September 17, 2021
Henry D. Fahman