8-K
RHINO BITCOIN INC. (RHNO)
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): August 19, 2025
PhoenixPlus Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 333-233778 | 61-1907931 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 1200<br> Brickell Avenue #310<br><br> <br>Miami,<br> FL | 33131 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: 888-854-3824
2-3
& 2-5 BEDFORD BUSINESS PARK, JALAN 3/137B,
BATU
5, JALAN KELANG LAMA,
KUALA
LUMPUR, MALAYSIA 58200
(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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Exchange Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item2.01 Completion of Acquisition or Disposition of Assets.
On August 19, 2025, Phoenix Plus Corp. (the “Company”) closed its previously disclosed agreement and plan of merger (the “Merger Agreement”) among the Company, Rhino Merger Acquisition Sub, Inc., a newly formed wholly-owned subsidiary of the Company (“Merger Sub”), Rhino Digital Inc. (“Rhino”), and solely with respect to Section 9.1(d) of the Merger Agreement, the Selling Shareholders named therein.
Pursuant to the Merger Agreement, effective upon the closing thereof, (i) Merger Sub merged with and into Rhino, with Rhino surviving as the wholly-owned subsidiary of the Company, (ii) each share of common stock of Rhino converted into the right to receive two shares of common stock of the Company, (iii) the outstanding shares of Series A Preferred Stock of Rhino converted into an aggregate of 200,000 shares of newly created Series A Preferred Stock of the Company with substantially identical terms as the Rhino Series A Preferred Stock, (iv) convertible notes of Rhino converted into shares of common stock of the Company at a conversion price of $0.18 or $0.25, as applicable, (v) options to purchase shares of common stock of Rhino converted into options to purchase shares of common stock of the Company with the same aggregate exercise price, (vi) the sole officer and director of the Company (Lee Chong Chow) resigned and the sole officer and director of Rhino, Lyle Hauser was appointed as the chief executive officer, president, secretary and director of the Company, (vii) Rhino purchased from the Selling Shareholders an aggregate of 6,232,742 shares of common stock of the Company for an aggregate purchase price of $440,000 and returned such shares to the Company for cancellation. In accordance with the foregoing, the Company issued an aggregate of 73,295,981 shares of common stock to stockholders and note holders of Rhino. Concurrently with the closing of the Merger Agreement, all outstanding shares of the Company’s wholly-owned subsidiary, Phoenix Plus Corp., a Labuan, Malaysia corporation (“Phoenix Plus Labuan”), were transferred to Mr. Lee.
In connection with the closing of the Merger Agreement, the Company filed a certificate of designation of Series A Preferred Stock with Secretary of State of Nevada, pursuant to which the Company designated 200,000 shares as Series A Preferred Stock, and issued 200,000 shares of Series A Preferred Stock to The Vantage Group Ltd. (“Vantage”), an entity owned by Mr. Hauser. The Series A Preferred Stock entitles the holder to 51% of the total voting power of the Company’s stockholders, is convertible into shares of common stock at a ratio of 4.44 shares of common stock for each share of Series A Preferred Stock (subject to adjustment for stock dividends, stock splits, and similar transactions), has a stated value of $3.00 per share, and will entitle the holder upon any liquidation of the Company to the stated value prior to any distributions to holders of common stock.
Lyle Hauser, 54, is the Founder & CEO of Rhino Digital Inc., since June 2020. Mr. Hauser is also the Founder and CEO of Vantage, a private equity firm started in 1998. Vantage is a specialized business consultancy firm serving early-stage companies. Mr. Hauser’s expertise includes company capital structure/restructuring, equity and debt financing, capital introductions, alternative public offerings (or APOs) and mergers and acquisitions.
Rhino is a Bitcoin financial services company focused on making everyday banking and financial management accessible. Serving individuals, businesses, and organizations, Rhino integrates traditional banking functions within a secure, user-friendly platform centered on Bitcoin. Beyond its core services, Rhino maintains an active Bitcoin treasury strategy, reinforcing its commitment to both the asset and broader ecosystem. Rhino aims to foster a more intuitive and inclusive approach to using Bitcoin for all clients globally.
The closing of the Merger Agreement resulted in a change in control of the Company. Pursuant to the Merger Agreement, Lyle Hauser, as the owner and control person of Vantage (the holder of the Company’s Series A Preferred Stock issued pursuant to the Merger Agreement), acquired 51% of the voting power of the Company’s stockholders.
In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 2.01 is incorporated by reference herein.
Item5.01 Changes in Control of Registrant.
The information set forth in Item 2.01 is incorporated by reference herein.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers
The information set forth in Item 2.01 is incorporated by reference herein.
Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 2.01 is incorporated by reference herein.
Item9.01 Financial Statements and Exhibits.
(a) Financial statements of Business Acquired. The required financial statements will be filed no later than 71 calendar days after the date of the filing of this report on Form 8-K.
(b) Pro forma financial information. Pro forma financial information with respect to the disposition of Phoenix Plus Labuan is filed as Exhibit 99.1 hereto. The required pro forma financial information with respect to the acquisition of Rhino will be filed no later than 71 calendar days after the date of the filing of this report on Form 8-K.
(c) Shell company transactions. Not applicable.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Designation of Series A Preferred Stock |
| 99.1 | Pro forma financial information |
| 104 | Cover Page Interactive Data File (embedded<br> within the Inline XBRL document) |
SIGNATURES
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 thereunto duly authorized.
| PHOENIX<br> PLUS CORP. | ||
|---|---|---|
| Date:<br> August 20, 2025 | By: | /s/ Lyle Hauser |
| Name: | Lyle<br> Hauser | |
| Title: | Chief<br> Executive Officer |
Exhibit 3.1
Exhibit99.1
UNAUDITEDPRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated balance sheet and statements of operations are based upon the historical consolidated financial statements of Phoenix Plus Corp. (the “Company,” “PXPC,” “we,” or “our”). The unaudited proforma condensed consolidated financial information has been prepared to illustrate the effect of the sale (the “PXPC Labuan Group Disposition”) by the Company, of all of the equity associated with the Company’s Phoenix Plus Corp. (Labuan), which is comprised of the Company’s subsidiaries Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd., pursuant to a Share Sale Agreement, dated as of August 5, 2025, by and among the Company and Lee Chong Chow. (the “Buyer”). The Phoenix Plus Corp. (Labuan) and its subsidiaries are engaged in the business of investment holding and provision of renewable energy turnkey solutions from engineering, procurement, construction and commissioning services in Malaysia. For a detailed description of the Phoenix Plus Corp. (Labuan) and its subsidiaries please see Note 1 of the accompanying unaudited pro forma condensed consolidated financial information.
The unaudited pro forma condensed consolidated balance sheet as of July 31, 2024 has been prepared by including the unaudited historical condensed consolidated balance sheet of PXPC as of July 31, 2024, adjusted to reflect the pro forma effect as if the PXPC Labuan Group Disposition had been occurred on that date. The unaudited pro forma condensed consolidated statement of operations for the nine months ended April 30, 2025 and the unaudited pro forma condensed consolidated statement of operations for the year ended July 31, 2024 have been prepared by including the Company’s historical condensed consolidated statements of operations, adjusted to reflect the pro forma effect as if the Phoenix Plus Corp. (Labuan) and its subsidiaries had been occurred on August 1, 2023 and August 1, 2024, the date of disposal of subsidiaries.
The historical consolidated financial statements referred to above for PXPC were included in its Quarterly Report on Form 10-Q for the nine months ended April 30, 2025 (unaudited) and Annual Report on Form 10-K for the year ended July 31, 2024, each previously filed with the Securities and Exchange Commission (the “SEC”). The accompanying unaudited pro forma condensed consolidated financial information and the historical consolidated financial information presented herein should be read in conjunction with the historical consolidated financial statements and notes thereto of PXPC.
The unaudited pro forma condensed consolidated financial information was prepared for information purposes only and is not necessarily indicative of the financial position or results of operations that would have occurred if the PXPC Labuan Group Disposition had been completed on the dates indicated, nor is it indicative of the future financial position or results of operations of the Company. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed consolidated financial information. The accounting for the PXPC Labuan Group Disposition is dependent upon final balances related to the assets and liabilities at the closing date that have yet to progress to a stage where there is sufficient information for a definitive measurement. Due to the fact that the unaudited pro form condensed consolidated financial information has been prepared based upon preliminary estimates, and account balances other than those on the actual PXPC Labuan Group Disposition closing date, the final amounts recorded for the PXPC Labuan Group Disposition may differ materially from the pro forma condensed consolidated financial information presented.
The unaudited pro forma condensed consolidated financial information does not reflect future events that may occur after the PXPC Labuan Group Disposition, including potential restructuring and related general and administrative cost savings. The pro forma adjustments are subject to change and are based upon currently available information.
PHOENIXPLUS CORP.
UNAUDITEDPRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2025
| Pro Forma<br><br> <br>Adjustments | Pro Forma<br><br> <br>Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||
| CURRENT ASSETS | |||||||||
| Cash at banks | 156,131 | {a}{b} | $ | (156,130 | ) | $ | 1 | ||
| Trade receivables, net of allowance for credit<br> loss of 27,011 as of April 30, 2025 | 11,229 | {b} | (11,229 | ) | - | ||||
| Retention sum receivables | 78,580 | {b} | (78,580 | ) | - | ||||
| Other receivables, prepayments<br> and deposits | 44,959 | {b} | (44,959 | ) | - | ||||
| Contract assets | 284,949 | {b} | (284,949 | ) | - | ||||
| Deferred cost | 2,356 | {b} | (2,356 | ) | - | ||||
| Amount<br> due from subsidiary | - | 2,081,993 | 2,081,993 | ||||||
| Total<br> Current Assets | 578,204 | 1,503,789 | 2,081,994 | ||||||
| NON-CURRENT ASSETS | |||||||||
| Investment in subsidiary | - | {b} | 100 | 100 | |||||
| Plant and equipment, net | 19,262 | {b} | (19,262 | ) | - | ||||
| Lease right-of-use asset | 40,445 | {b} | (40,445 | ) | - | ||||
| Equity<br> method investment | - | {b} | - | - | |||||
| Total<br> Non-Current Assets | 59,707 | (59,607 | ) | 100 | |||||
| TOTAL<br> ASSETS | 637,911 | $ | 1,444,182 | $ | 2,082,094 | ||||
| LIABILITIES AND<br> STOCKHOLDERS’ EQUITY | |||||||||
| CURRENT LIABILITIES | |||||||||
| Trade payables | 108,416 | {b} | $ | (108,416 | ) | $ | - | ||
| Retention sum payables | 70,652 | {b} | (70,652 | ) | - | ||||
| Other payables and accrued<br> liabilities (Included 77,870 due to related party) | 101,224 | {b} | (98,224 | ) | 3,000 | ||||
| Lease liabilities, current | 33,040 | {b} | (33,040 | ) | - | ||||
| Income tax payable | 494 | {b} | (494 | ) | - | ||||
| Amount<br> due to subsidiary | - | 1,500 | 1,500 | ||||||
| Total<br> Current Liabilities | 313,826 | (309,326 | ) | 4,500 | |||||
| NON-CURRENT LIABILITIES | |||||||||
| Lease<br> liabilities, non-current | 8,619 | {b} | (8,619 | ) | - | ||||
| Total<br> Non-Current Liabilities | 8,619 | (8,619 | ) | - | |||||
| Total<br> Liabilities | 322,445 | (317,945 | ) | 4,500 | |||||
| COMMITMENTS AND CONTINGENCIES | - | - | - | ||||||
| STOCKHOLDERS’ EQUITY | |||||||||
| Preferred stock, 0.0001<br> par value, 200,000,000 shares authorized; None issued and outstanding | 33,270 | - | 33,270 | ||||||
| Common stock, 0.0001 par value, 1,000,000,000<br> shares authorized 332,699,500 shares issued and outstanding as of April 30, 2025 | 3,245,230 | - | 3,245,230 | ||||||
| Accumulated other comprehensive<br> loss | (28,843 | ) | {d} | 28,843 | - | ||||
| Accumulated<br> deficit | (2,934,191 | ) | {c}{d} | 1,733,285 | (1,200,906 | ) | |||
| Total<br> Stockholders’ Equity | 315,466 | 1,762,127 | (2,077,594 | ) | |||||
| TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY | 637,911 | $ | 1,444,182 | $ | 2,082,094 |
All values are in US Dollars.
See accompanying notes to pro forma condensed consolidated financial statements.
| 1 |
| --- |
PHOENIXPLUS CORP.
UNAUDITEDPRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
FORTHE THREE MONTHS ENDED APRIL 30, 2025
| Pro Forma<br><br> <br>Adjustments | Pro Forma<br><br> <br>Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue | 320,540 | {e} | $ | 320,540 | $ | - | |||
| Cost<br> of revenue | (289,135 | ) | {e} | (289,135 | ) | - | |||
| Gross profit/(loss) | 31,405 | (31,405 | ) | - | |||||
| Other income | 42,947 | {e} | (42,947 | ) | - | ||||
| General and administrative expenses (Included<br> management fee of 160,000 paid to a related party) | (415,816 | ) | {e} | 172,482 | (243,334 | ) | |||
| Finance cost (Included finance cost of 1,355<br> paid to a related party) | (3,800 | ) | {e} | 3,800 | - | ||||
| Other operating expenses | (1,002 | ) | {e} | (726 | ) | 1,728 | |||
| Loss before income tax | (346,266 | ) | (101,204 | ) | 245,062 | ||||
| Income tax expense | (494 | ) | {g} | 494 | - | ||||
| Net loss for the period | (346,760 | ) | (101,698 | ) | (245,062 | ) | |||
| Other comprehensive income: | |||||||||
| Foreign currency translation<br> losses | (14,834 | ) | 14,834 | - | |||||
| COMPREHENSIVE<br> LOSS | (361,594 | ) | $ | 116,532 | $ | (245,062 | ) | ||
| Net loss per share,<br> basic and diluted | (0.0011 | ) | $ | (0.0014 | ) | ||||
| Weighted average shares outstanding, | |||||||||
| basic and diluted | 332,699,500 | 332,699,500 |
All values are in US Dollars.
See accompanying notes to pro forma condensed consolidated financial statements.
| 2 |
| --- |
PHOENIXPLUS CORP.
UNAUDITEDPRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FORTHE YEAR ENDED JULY 31, 2024
| Historical | Pro Forma<br><br> <br>Adjustments | Pro Forma<br><br> <br>Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 1,232,326 | {e} | $ | (1,232,326 | ) | $ | - | ||
| Cost of revenue | (1,284,930 | ) | {e} | 1,284,930 | - | |||||
| Gross loss | (52,604 | ) | {e} | 52,604 | - | |||||
| Other income | 3,692 | {e} | (3,692 | ) | - | |||||
| Operating expenses: | ||||||||||
| General and administrative expenses | (379,088 | ) | {e} | 301,069 | (78,019 | ) | ||||
| Finance cost | (4,830 | ) | {e} | 4,830 | - | |||||
| Other operating expenses | (4,951 | ) | {e} | 3,379 | (1,572 | ) | ||||
| Loss on disposal of subsidiaries | - | {f} | (1,645,496 | ) | (1,645,496 | ) | ||||
| Loss before income tax | (437,781 | ) | (1,287,306 | ) | (1,725,087 | ) | ||||
| Income tax expense | - | - | - | |||||||
| Net loss for the year | $ | (437,781 | ) | (1,287,306 | ) | (1,725,0867 | ) | |||
| Other comprehensive loss: | ||||||||||
| - Foreign currency translation<br> loss | (8,092 | ) | 8,092 | - | ||||||
| Comprehensive<br> loss | $ | (445,873 | ) | $ | (1,279,214 | ) | $ | (1,725,087 | ) | |
| Net<br> loss per share, basic and diluted | $ | (0.0013 | ) | $ | (192 | ) | ||||
| Weighted average shares outstanding, | ||||||||||
| basic and diluted | 332,699,500 | 332,699,500 |
See accompanying notes to pro forma condensed consolidated financial statements.
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PHOENIXPLUS CORP.
Notesto Unaudited Pro Forma Condensed Consolidated Financial Information
| Note 1 | Description<br> of Transaction |
|---|---|
| On<br> August 19, 2025, Phoenix Plus Corp. (the “Company,” “PXPC,” “we,”<br> or “our”) completed the sale of all equity interests in its wholly owned subsidiary,<br> Phoenix Plus Corp. (Labuan) (“PPC”), to Lee Chong Chow (the “Buyer”)<br> (the “PXPC Labuan Group Disposition”). Phoenix Plus Corp. (Labuan) is the parent<br> company of Phoenix Plus International Limited and Phoenix Green Energy Sdn. Bhd., which are<br> engaged in investment holding and the provision of renewable energy turnkey solutions, including<br> engineering, procurement, construction, and commissioning services in Malaysia.<br> <br> The<br> sale was completed pursuant to a Share Sale Agreement dated August 5, 2025. Under the terms of the agreement, the Buyer acquired<br> all 100 shares of PPC from the Company for total consideration of 1.00. | |
| Note 2 | Basis<br> of Presentation |
| The<br> unaudited pro forma condensed consolidated balance sheet and statements of operations are based upon the historical consolidated<br> financial statements of PXPC, which were included in its Annual Report on Form 10-K for the fiscal year ended July 31, 2024, and<br> its Quarterly Report on Form 10-Q for the nine months ended April 30, 2025, each previously filed with the Securities and Exchange<br> Commission. The unaudited pro forma condensed consolidated balance sheet as of April 30, 2025 has been prepared by including the<br> unaudited historical condensed consolidated balance sheet of PXPC as of April 30, 2025, adjusted to reflect the pro forma effect<br> as if the PXPC Labuan Group Disposition had been occurred on that date. The unaudited pro forma condensed consolidated statement<br> of operations for the nine months ended April 30, 2024 and the unaudited pro forma condensed consolidated statement of operations<br> for the year ended July 31, 2024 have been prepared by including the Company’s historical condensed consolidated statements<br> of operations, adjusted to reflect the pro forma effect as if the PXPC Labuan Group Disposition had been occurred on August 1, 2023<br> and August 1, 2024, the date of disposal of subsidiaries. | |
| Note 3 | Pro<br> Forma Adjustment |
| Explanations<br> of the adjustments to the pro forma balance sheets are as follows: | |
| {a} | |
| {b} | |
| {c} | |
| {d} |
All values are in US Dollars.
| 4 |
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PHOENIXPLUS CORP.
Notesto Unaudited Pro Forma Condensed Consolidated Financial Information
| Explanations of the adjustments to the pro forma statements of operations are as follows: | |
|---|---|
| {e} | Represents<br> the elimination of Revenue, Operating Costs and Expenses including; costs of revenue, depreciation of property, plant and equipment,<br> amortization of right-of-use assets, amortization of acquisition-related intangibles and selling, marketing and administration expenses<br> as well as interest expense net of interest income and other income, attributable to the PPC and its subsidiaries for the periods<br> presented. |
| {f} | Represents<br> the estimated loss on disposal of subsidiaries of $1.64 million as of July 31, 2024. |
| {g} | The<br> income tax effect resulting from the pro forma effect of the PXPC Labuan Group Disposition based on the statutory tax rates in effect. |
| Note 4 | Loss on Sale |
| --- | --- |
| The<br> loss on the PXPC Labuan Group Disposition, as if the transaction had been completed on December 31, 2023, is estimated at $1. The<br> loss on disposal of subsidiaries is not considered in the pro forma condensed consolidated statements of operations as it is a nonrecurring<br> credit. The actual amount of the loss will be based on the balances as of the closing date and may differ materially from the pro<br> forma loss amount. |
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