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): ~~March~~May 256, 2025

PHI GROUP, INC.

(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.)

17011 Beach Blvd., Suite 900, CA Huntington Beach		92647
17011 Beach Blvd., Suite 900, Huntington Beach, CA		92647
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 714-642-0571

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.

~~1. Investment Funding Partnership Agreement for US~~ $49120,~~400~~000,000 Asset ~~between~~Management ~~Atlantic~~Agreement ~~Trust~~between ~~Finance~~an ~~Ltd.~~investor group and Philux Global Group, Inc.

On ~~March~~May 256, 2025, ~~Philux~~the ~~Global Group~~registrant, ~~Inc.~~ (the” ~~“Receiver~~Investment Manager”) signed an ~~Investment~~Asset ~~Funding~~Management ~~Partnership~~ Agreement (the “Agreement”) with ~~Atlantic~~a ~~Trust~~ultra-high-net-worth ~~Finance~~investor ~~Ltd.,~~group ~~an Isle of Man, United Kingdom company~~ (the” ~~Principal~~“Investor ~~Funding Provider~~Party”) to manage a total principal amount of US$ 49120,~~400~~000,000 (One Hundred Twenty Million U.S. Dollars), (“the Investment ~~Funds~~Fund”), ~~for~~on ~~investment~~behalf inof ~~select projects, especially~~ the ~~Asian~~Investor ~~Diamond Exchange~~Party ~~(ADE)~~for ~~and~~investment ~~the~~in ~~International~~different transactions ~~Financial~~to ~~Center~~be ~~(IFC)~~selected, ~~projects~~advised inand ~~Vietnam,~~managed by the ~~geomagnetic~~Investment ~~energy~~Manager ~~technology~~for bya ~~Philux~~period ~~Global~~of ~~Energy, Inc.~~five ~~(www.philuxge.com~~years, USto ~~Patent~~be ~~and~~renewed ~~Trademark~~for ~~Office~~five ~~Provisional~~years ~~Patent~~unless terminated ~~Application~~by Noeither party. ~~63/655846),~~According ~~and~~to ~~Tin~~the ~~Thanh~~Agreement, ~~Group’s development~~the ~~program~~Investment ~~centered~~Manager ~~around~~shall ~~energy,~~receive ~~fuel,~~5% ~~transport~~annual ~~and~~management ~~environment,~~fee ~~for~~of athe ~~period~~principal amount ofunder ~~ten~~management ~~years~~ and ~~may~~share be30% ~~extended~~profits upfrom tothis ~~fifteen years~~Investment Fund.

The ~~Principal~~Company ~~Funding~~intends ~~Provider~~to ~~declares~~allocate ~~that~~a large portion of the Investment ~~Funds~~Fund ~~were~~for ~~generated~~initial ~~from~~investment ~~normal~~in ~~commercial~~the ~~activities~~International ~~and~~Financial ~~that~~Center ~~they~~and ~~are clean~~the ~~funds,~~Asia ~~all~~Diamond ~~documents~~Exchange ~~for~~in ~~proof~~Vietnam, ofPhilux ~~existence~~Global ~~are~~Energy’s ~~true~~geomagnetic ~~and~~energy ~~sincere,~~technology ~~without~~initiatives ~~vices~~ and inother ~~full~~select ~~responsibility and perjury~~projects.

The Receiver hereby certifies that neither itself nor any of its principals is involved in any activities relating to crime, drug, terrorism or money laundering in connection with this or any other transactions.

According to the Agreement, the Receiver shall remit forty percent of the net annual profit from the Investment Funds to the Principal Fund Provider and be entitled to an annual management fee 5% of the assets under management and an additional 2% for expenses during the course of the investment preparation.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Due to the nature of strict confidentiality and non-disclosure agreement, a copy of the ~~Investment~~Asset ~~Funding~~Management ~~Partnership~~ Agreement will be submitted ~~directly~~ directly to the Securities and Exchange Commission ~~under separate cover~~.

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: ~~April~~May 1120, 2025

PHI GROUP, INC.
(Registrant)

By:	/s/ Henry D. Fahman
	Henry D. Fahman
	Chairman and CEO

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