Current Report Filing (8-k)
December 20 2021 - 9:45AM
Edgar (US Regulatory)
0000704172
false
PHI GROUP INC
0000704172
2021-12-10
2021-12-10
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): December 10, 2021
(Exact
name of registrant as specified in its charter)
Wyoming
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001-38255-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2323
Main Street, Irvine, CA
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92614
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(Address
of principal executive offices)
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(Zip
Code)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Precommencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Precommencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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PHIL
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OTC
Markets
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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.
1.
Loan Approval Letter and Term Sheet between Geza Holding AG and PHI Group, Inc.
On
December 10, 2021, the registrant received a Loan Approval Letter from Geza Holding AG, a Swiss company located at Bleicherweg 18, 8002,
Zurich, Switzerland for a USD 1.5 billion project financing loan program and on December 15, 2021 the registrant signed a Term Sheet
with Geza Holding AG for the proposed financing. According to the Loan Approval Letter and the Term Sheet, the term of the loan will
be fifteen years and the interest rate will be 3.5% per annum, with a one-year grace period.
The
closing of this transaction is subject to having met certain administrative and legal requirements, including operational due diligence,
technical and financial due diligence and evaluation work, approval of management and board of directors, execution of a definitive agreement
and the incorporation of a Special Purpose Company (SPV), which are customary and reasonable for a transaction of this type. Subject
to the fulfilment of the requirements mentioned herein, the closing of this transaction is estimated to occur 30 days after the date
of the Loan Approval Letter.
The
registrant intends to use the funds from this loan program for a variety of investment opportunities, including but not limited to the
Asia Diamond Exchange, the Multi-Commodities Center, selective projects in the areas of real estate, infrastructure, renewable energy,
healthcare, agriculture and special opportunities.
SECTION
9 – FINANCIAL STATEMENTS AND EXHBITS
Item
9.01 Financial Statements and Exhibits
The
following is a complete list of exhibit(s) in connection with the filing of this Report.
Exhibit
number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.
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:
December 20, 2021
PHI
GROUP, INC.
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(Registrant)
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By:
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/s/
Henry D. Fahman
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Henry
D. Fahman
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Chairman
and CEO
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