Item 1.01 Entry into a Material Definitive Agreement

On January 18, 2022, PHI Group, Inc. (the "Registrant") entered into an Agreement of Purchase and Sale with Five Grain Treasure Spirits Co., Ltd. ("FGTS"), a company organized and existing by virtue of the laws of People's Republic of China, with principal business address at Jigu Road Economic Zone, Shulan City, Jilin Province, China, and the holders of majority equity ownership in FGTS (the "Majority Shareholders") to acquire seventy percent (70%) of ownership in FGTS for the total purchase price of one hundred million U.S. dollars, to be paid according to the following schedule:





  (i)  A two percent (2%) earnest deposit of the Total Purchase Price shall be
       paid upon the signing of this Agreement;

  (ii) Thirty-two Million Six Hundred Sixty-Six U.S. Dollars (USD 32,666,666)
       shall be paid on March 18, 2022;

  (ii) Thirty-two Million Six Hundred Sixty-Six U.S. Dollars (USD 32,666,666)
       shall be paid on June 18, 2022; and

  (ii) Thirty-two Million Six Hundred Sixty-Six U.S. Dollars (USD 32,666,666)
       shall be paid on September 18, 2022.

The Closing of this transaction is scheduled for September 18, 2022 or sooner when the total purchase price is paid in full.

The foregoing description of the Agreement of Purchase and Sale dated January 18, 2022 among PHI Group, Inc., Five Grain Treasure Spirits Co., Ltd. and its Majority Shareholders is qualified in its entirety by reference to the full text of said Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

The following is a complete list of exhibit(s) filed as part of this Report.

Exhibit number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.





Exhibit No.   Description

10.1            Agreement of Purchase and Sale among PHI Group, Inc., Five Grain
              Treasure Spirits Co., Ltd. ("FGTS") and its Majority Shareholders.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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