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): ~~January~~February 1517, 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		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. ~~Private~~Grant ~~Investor~~Agreement Contract ~~Partnership~~for ~~Agreement~~$10,500,000 ~~between~~with an international ~~ultra-high-net-worth~~philanthropic ~~investor group and Philux Global Group, Inc~~organization.

On ~~January~~February 1517, 2025, Philux Global ~~Group~~Energy, Inc., (a subsidiary of the ~~“Investment~~Company, ~~Manager~~(the Grantee”) signed a ~~Private~~Grant ~~Investor~~Agreement Contract ~~Partnership Agreement~~with an international philanthropic organization (the “~~Agreement~~Grantor”) ~~with~~registered aunder ~~ultra-high-net-worth~~the ~~investor~~laws ~~group~~of ~~based~~Dubai, ~~in the~~ United Arab Emirates, ~~and~~for total ~~United~~of ~~Kingdom~~$10,500,000. ~~(the~~The ~~“Investor Party”)~~Grantor agrees to ~~manage~~provide athe ~~total~~funds ~~principal~~under ~~amount~~this ofgrant ~~Five~~to ~~Billion~~support ~~United~~the ~~States~~Company’s ~~Dollars~~initiatives (“in alignment with the ~~Investment~~Grantor’s ~~Funds”)~~mission onto ~~behalf of~~advance ~~the~~geomagnetic ~~Investor~~energy ~~Party~~technology ~~for~~and ~~investment~~integrate insustainable ~~select~~infrastructure ~~projects~~with ~~within~~economic ~~key~~hubs. The ~~sectors~~funds ~~and~~will ~~special~~be ~~investment~~used ~~opportunities~~exclusively into ~~Vietnam~~fund ~~and~~the ~~USA,~~Company’s ~~especially~~ transformative initiatives at the ~~Asian~~Asia Diamond Exchange ~~(ADE)~~ and ~~the~~ International Financial Center ~~(IFC)~~ projects in Vietnam and ~~the geomagnetic energy technology by~~ Philux Global Energy, Inc.’s ~~(www.philuxge.com,~~geomagnetic USenergy ~~Patent~~technology ~~and Trademark Office Provisional Patent Application No~~initiatives. ~~63/655846).~~

~~According~~The Grantee agrees to use the ~~Agreement,~~funds solely for the ~~Investment~~purposes ~~Manager~~stated ~~shall~~above, ~~receive~~submit 2%quarterly ~~annual~~progress ~~management~~reports, ~~fee~~provide ofaudited financial statements annually, acknowledge the ~~assets~~Grantor’s ~~under~~support ~~management~~in all public communications related to the funded projects, and ~~share~~comply ~~40%~~with ~~profits~~all applicable ~~from~~laws, ~~the~~environmental ~~Investment~~regulations ~~Funds’~~and ~~portfolio~~ethical standards.

The Company intends to allocate a large portion of the Investment Funds towards the development and establishment of the Asian Diamond Exchange and the International Financial Center in Vietnam and for the commercialization of the geomagnetic energy program under Philux Global Energy, Inc.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Due to the ~~nature~~confidentiality stipulation of ~~strict~~the ~~confidentiality~~Grant ~~and~~Agreement ~~non-disclosure agreement~~Contract, a hard copy of ~~the~~this ~~Private~~document ~~Investor Contract Partnership Agreement~~ will be submitted directly to the Securities and Exchange Commission.

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: ~~January~~February 1619, 2025

PHI GROUP, INC.
(Registrant)

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

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