Item 8.01 Other Events.

1. Loan Approval Letter and Term Sheet between Geza Holding AG and PHI Group, Inc.

On December 10, 2021, the registrant received a Loan Approval Letter from Geza Holding AG, a Swiss company located at Bleicherweg 18, 8002, Zurich, Switzerland for a USD 1.5 billion project financing loan program and on December 15, 2021 the registrant signed a Term Sheet with Geza Holding AG for the proposed financing. According to the Loan Approval Letter and the Term Sheet, the term of the loan will be fifteen years and the interest rate will be 3.5% per annum, with a one-year grace period.

The closing of this transaction is subject to having met certain administrative and legal requirements, including operational due diligence, technical and financial due diligence and evaluation work, approval of management and board of directors, execution of a definitive agreement and the incorporation of a Special Purpose Company (SPV), which are customary and reasonable for a transaction of this type. Subject to the fulfilment of the requirements mentioned herein, the closing of this transaction is estimated to occur 30 days after the date of the Loan Approval Letter.

The registrant intends to use the funds from this loan program for a variety of investment opportunities, including but not limited to the Asia Diamond Exchange, the Multi-Commodities Center, selective projects in the areas of real estate, infrastructure, renewable energy, healthcare, agriculture and special opportunities.

Item 9.01 Financial Statements and Exhibits

The following is a complete list of exhibit(s) in connection with the filing 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           Loan Approval Letter from Geza Holding AG dated December 10, 2021
              for a USD 1.5 billion project funding loan program (the complete
              Loan Approval document is submitted separately to the Securities and
              Exchange Commission).

10.2            Term Sheet for the Proposed Financing between Geza Holding AG and
              PHI Group, Inc. dated December 15, 2021 (the complete Term Sheet
              document is submitted separately to the Securities and Exchange
              Commission).

104           Cover Page Interactive Data File (formatted as Inline XBRL)

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