8-K: Phoenix Plus Acquires Rhino Digital, Shifts to Bitcoin

Phoenix Plus Corp. completed the acquisition of Bitcoin financial services company Rhino Digital Inc., resulting in a change of control and a strategic pivot.

Summary

• Phoenix Plus Corp. (the Company) completed its merger with Rhino Digital Inc. (Rhino) on August 19, 2025, with Rhino becoming a wholly-owned subsidiary.
• In connection with the merger, the Company issued an aggregate of 73,295,981 shares of common stock to Rhino stockholders and note holders.
• The Company's sole officer and director, Lee Chong Chow, resigned, and Lyle Hauser, Rhino's sole officer and director, was appointed Chief Executive Officer, President, Secretary, and Director of the Company.
• Concurrently, the Company transferred all outstanding shares of its wholly-owned subsidiary, Phoenix Plus Corp., a Labuan, Malaysia corporation (Phoenix Plus Labuan), to Mr. Lee Chong Chow for a total consideration of USD 1.00.
• Phoenix Plus Labuan and its subsidiaries were engaged in investment holding and providing renewable energy turnkey solutions in Malaysia.
• The Company designated 200,000 shares as Series A Preferred Stock, issuing them to The Vantage Group Ltd., an entity owned by Mr. Hauser, granting 51% of the total voting power.
• Rhino Digital Inc. is a Bitcoin financial services company focused on making everyday banking and financial management accessible, maintaining an active Bitcoin treasury strategy.
• The disposition of Phoenix Plus Labuan Group resulted in an estimated pro forma loss on disposal of subsidiaries of $1.64 million for the year ended July 31, 2024.

Sentiment

Score: 4

Explanation: While a new strategic direction is established with an experienced CEO in a high-growth sector, the immediate financial impact of the disposition is a significant loss, and detailed financials for the acquired entity are pending, creating uncertainty.

Positives

• The company has pivoted to the high-growth Bitcoin financial services sector, aligning with current market trends.
• Lyle Hauser, the new CEO, brings over two decades of experience in company capital structure, financing, and mergers and acquisitions, having founded Rhino Digital Inc. and the private equity firm Vantage.

Negatives

• The company disposed of its Phoenix Plus Labuan Group, which was involved in renewable energy, for a nominal consideration of USD 1.00.
• The disposition of the Phoenix Plus Labuan Group resulted in a significant estimated pro forma loss on disposal of subsidiaries of $1,645,496 for the year ended July 31, 2024.
• The pro forma consolidated net loss for the year ended July 31, 2024, after the disposition, was $(1,725,087).

Risks

• A change in control of the Company occurred, with Lyle Hauser, through The Vantage Group Ltd., acquiring 51% of the voting power.
• The Company relied on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933 for the equity securities issued in the merger.
• Required financial statements for the acquired business (Rhino Digital Inc.) and pro forma financial information for the acquisition are not yet filed and are due within 71 calendar days, creating a temporary information gap for investors.
• The success of the new strategic direction in Bitcoin financial services is subject to market acceptance and regulatory developments in the cryptocurrency space.

Future Outlook

Rhino Digital Inc. aims to foster a more intuitive and inclusive approach to using Bitcoin for all clients globally, integrating traditional banking functions within a secure, user-friendly platform centered on Bitcoin, and maintaining an active Bitcoin treasury strategy.

Management Comments

• Lyle Hauser, the new Chief Executive Officer, President, Secretary, and Director, is the Founder & CEO of Rhino Digital Inc. since June 2020 and the Founder and CEO of Vantage, a private equity firm started in 1998. His expertise includes company capital structure/restructuring, equity and debt financing, capital introductions, alternative public offerings, and mergers and acquisitions.

Industry Context

This announcement signifies a complete strategic shift for Phoenix Plus Corp. from renewable energy solutions in Malaysia to Bitcoin financial services. This move positions the company within the rapidly evolving and competitive cryptocurrency finance sector, aiming to capitalize on the growing adoption of Bitcoin for everyday financial management.

Management Changes

Corporate Governance

Related Party Transactions

• The Company transferred all shares of its wholly-owned subsidiary, Phoenix Plus Corp. (Labuan), to Lee Chong Chow, the Company's former sole officer and director, for USD 1.00.
• The Company issued 200,000 shares of newly created Series A Preferred Stock to The Vantage Group Ltd., an entity owned by the new CEO, Lyle Hauser, granting 51% of the total voting power.

Stakeholder Impact

• Shareholders: Experience significant dilution from the issuance of over 73 million common shares, a complete change in strategic direction from renewable energy to Bitcoin financial services, new management, and a change of control. The immediate financial impact includes a substantial estimated loss from the disposition of the former subsidiary.
• Employees: The disposition of Phoenix Plus Labuan means its employees are no longer part of Phoenix Plus Corp. Employees of the acquired Rhino Digital Inc. are now part of the combined entity, subject to new management and strategic priorities.
• Customers: Former customers of Phoenix Plus Labuan's renewable energy services are now served by a separate entity. Rhino Digital Inc.'s customers will continue to receive Bitcoin financial services under the new corporate structure.

Next Steps

• The required financial statements of the acquired business (Rhino Digital Inc.) will be filed no later than 71 calendar days after August 20, 2025.
• Pro forma financial information with respect to the acquisition of Rhino Digital Inc. will be filed no later than 71 calendar days after August 20, 2025.

Key Dates

Recommendation

The company has undergone a significant strategic pivot, acquiring a Bitcoin financial services company and divesting its renewable energy assets, alongside a complete change in management and control. While the new direction into the high-growth Bitcoin sector led by an experienced CEO could be positive long-term, the immediate financial impact includes a substantial estimated loss on the disposition of the former subsidiary for a nominal sum. Crucially, detailed financial statements for the acquired Rhino Digital Inc. are not yet available, creating significant uncertainty regarding the combined entity's financial health and future prospects. Investors should hold pending the release of comprehensive financial information to properly assess the valuation and strategic viability of the new business.

Keywords

Merger, Acquisition, Bitcoin, Financial Services, Change of Control, Phoenix Plus Corp, Rhino Digital, Lyle Hauser, SEC Filing, 8-K, Renewable Energy Disposition