Current Report Filing (8-k)
February 27 2023 - 3:32PM
Edgar (US Regulatory)
0000704172
false
PHI GROUP INC
0000704172
2023-02-21
2023-02-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 21, 2023
(a/k/a
PHILUX GLOBAL GROUP INC.)
(Exact
name of registrant as specified in its charter)
Wyoming |
|
001-38255-NY |
|
90-0114535 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
2323
Main Street, Irvine, CA |
|
92614 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: 714-793-9227
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Precommencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Precommencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
PHIL |
|
OTC
Markets |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provide pursuant to Section 13(a) of the Exchange Act. ☐
SECTION
8 - OTHER EVENTS
Item
8.01 Other Events.
Investment
Commitment Agreement among Saigon Silicon City JSC and Philux Global Group, Inc. (aka PHI Group, Inc.) and Subsidiaries.
On
February 21, 2023, Philux Global Group Inc. (a/k/a PHI Group, Inc.) and its subsidiaries Philux Global Funds SCA, SICAV-RAIF and Philux
Global Vietnam Investment and Development Company, Ltd., (collectively referred to as “the Investor”) signed an Investment
Commitment Agreement with Saigon Silicon City Joint Stock Company (the “Company”) whereby the Investor is committed to providing
or causing to be provided a total of five hundred million U.S. dolars (USD 500,000,000) for investment in Saigon Silicon City for the
first phase of construction and subsequent additional capital as needed to complete the Company’s entire development and investment
program over a 52-hectare of land at Lot I6 & I7, Road D1, Saigon High Technology Park, Long Thanh My Ward, District 9, Ho Chi Minh
City, Vietnam.
According
to the Investment Commitment Agreement, within thirty days of the signing of this Agreement, the Investor will provide or cause to be
provided fifty million U.S. dollars (USD 50,000,0000) for the Company to resume the implementation of its building plan. Additonal tranches
of fifty million U.S. dollars (USD 50,000,000) will be released to the Company at regular intervals as needed to ensure uninterrupted
contruction progress. Both Parties shall determine and stipulate the terms and conditions for the Investment Commitment in writing prior
to the release of funds to the Company. Upon the signing of this Agreement, the Company shall make a deposit of Five Hundred Thousand
U.S. Dollars (USD 500,000) with the Investor as earnest money for legal, administrative and processing fees in connection with the Investment
Commitment Agreement. This amount will be fully refundable to the Company if the Investor fails to fulfill its commitment as mentioned
in the Agreement. The Investor intends to use a portion of the USD 4,500,000,000 financing commitments from certain international institutional
and ultra-high net worth investors which are expected to be released during the first quarter of 2023 for investment in Saigon Silicon
City and select projects in Vietnam and elsewhere.
The
foregoing description of the Investment Commitment Agreement by and among Saigon Silicon City JSC and Philux Global Group and its Subsidiaries
is qualified in its entirety by reference to the full text of said Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference. The Company issued a press release on February 27, 2023 regarding this Investment Commitment
Agreement, which is attached as Exhibit 99.1.
SECTION
9 – FINANCIAL STATEMENTS AND EXHBITS
Item
9.01 Financial Statements and Exhibits.
Exhibits
Pursuant
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.
SIGNATURE
Pursuant
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.
Dated:
February 27, 2023
PHI GROUP, INC. |
|
(Registrant) |
|
|
|
By: |
/s/
Henry D. Fahman |
|
|
Henry D. Fahman |
|
|
Chairman and CEO |
|
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