8-K

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):

August21, 2024

PHOENIX

PLUS CORP.

(Exact name of registrant as specified in its charter)

Nevada	333-233778	61-1907931
(State<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

2-3

& 2-5 BEDFORD BUSINESS PARK, JALAN 3/137B,

BATU

5, JALAN KELANG LAMA,

58200 KUALA

LUMPUR, MALAYSIA

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (+603) 7971 8168

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<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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered:
Common<br> Stock, par value $0.0001	PXPC	OTC<br> Markets – Pink Sheets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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. ☐

ITEM 5.01	Changes in Control of Registrant.

On August 21 ,2024, Phoenix Plus Corp. (the “Company”) closed the transactions contemplated by a stock issuance agreement (the “Stock Issuance Agreement”) between Radiance Holdings Corp, a Nevada incorporated entity (the “Purchaser”), and SIX (6) shareholders (the “Sellers”) of the Company. Pursuant to the stock issuance agreement, the Purchaser issued 276,313,100 shares of the common stock of the Purchaser, par value $0.0001, to the Sellers. In exchange, the Sellers transferred 276,313,100 common stock of the Company (the “Shares”) at $0.0001 per share, representing a total consideration of US$27,631.31.

The Shares represent approximately 83.05% of the Company’s issued and outstanding common stock as of the Closing. Upon Closing, the Purchaser became a controlling shareholder of the Company.

The Sellers who entered into the Stock Issuance Agreement with the Purchaser:

Name	Number of Shares		Percentage of Registrant
Lee Chong Chow*		108,313,100		32.56	%
Terence Tulus		108,000,000		32.46	%
H&D Holdings Sdn Bhd**		22,500,000		6.76	%
How Kok Choong		15,000,000		4.51	%
Agape ATP Corporation		15,000,000		4.51	%
Ryu Junsei		7,500,000		2.25	%

*Mr. Lee Chong Chow is the chief executive officer and director of the Company.

**Mr. Lee Chong Chow is a 50% shareholder and a director of H&D Holdings Sdn Bhd.

The Purchaser acquired the Shares and now owns the following percentage of the outstanding common stock of the Company:

Name	Number of Shares		Percentage of Registrant
Radiance Holdings Corp		276,313,100		83.05	%

The Purchaser used its common stock to acquire the Shares. The Purchaser did not borrow any funds to acquire the Shares.

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Prior to the Closing, the Purchaser was an affiliate with the Company. Mr. Lee Chong Chow, the chief executive officer and director of the Company, was the sole shareholder and director of the Purchaser prior to the Closing. Upon Closing, the Purchaser will continue be deemed an affiliate of the Company as a result of its stock ownership interest in the Company.

Neither the Purchaser nor the Company has any specific plans or proposals at this time which relate to or would result in:

●	the<br> acquisition by any person of additional securities of the Company;
●	an<br> extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
●	a<br> sale or transfer of a material amount of assets of the Company or of any of its subsidiaries;
●	any<br> material change in the present capitalization or dividend policy of the Company;
●	any<br> other material change in the Company’s business or corporate structure;
●	changes<br> in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of<br> control of the issuer by any other person;
●	causing<br> a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted<br> in an inter-dealer quotation system of a registered national securities association;
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●	a<br> class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities<br> Act; or
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●	any<br> similar action to those enumerated above.
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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 hereunto duly authorized.

	Phoenix<br> Plus Corp.
	(Name<br> of Registrant)
Date:<br> August 21, 2024	By:	/s/ Lee Chong Chow
	Name:	Lee<br> Chong Chow
	Title:	Chief<br> Executive Officer
		(President,<br> Secretary, Treasurer, Director)

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