ITEM 8.01 Other Events.

On April 4 ,2023, Phoenix Plus Corp. (the "Company") closed the transactions contemplated by a stock purchase agreement (the "Stock Purchase Agreement") between Mr. Lee Chong Chow, the sole director, President, Treasurer, Secretary and Director of the Company (the "Purchaser"), and Mr. Fong Teck Kheong. Pursuant to the stock purchase agreement, the Purchaser purchased 100,000,000 shares (the "Shares") of the Company's common stock, par value $0.0001, from Mr. Fong Tech Kheong for $10,000, or $0.0001, per share. The Shares represent approximately 30.06% of the Company's issued and outstanding common stock as of the closing.

The Purchaser acquired the Shares and now owns the following percentage of the outstanding common stock of the Company:





                   Number of
Name                Shares         Percentage of Registrant
Lee Chong Chow     108,250,000                         32.54 %

The Purchaser used its personal funds to acquire the Shares. The Purchaser did not borrow any funds to acquire the Shares.

Prior to the Closing, the Purchaser was not affiliated with the Company. However, the Purchaser will be deemed an affiliate of the Company after the Closing as a result of its stock ownership interest in the Company.

The foregoing description of the terms of the Stock Purchase Agreement is qualified in its entirety by reference to the provisions of that document filed as Exhibit 10.1 to this report and incorporated by reference herein.

Neither the Purchaser nor the Company has any specific plans or proposals at this time which relate to or would result in:





  ? the acquisition by any person of additional securities of the Company;

  ? an extraordinary corporate transaction, such as a merger, reorganization or
    liquidation, involving the Company or any of its subsidiaries;

  ? a sale or transfer of a material amount of assets of the Company or of any of
    its subsidiaries;

  ? any material change in the present capitalization or dividend policy of the
    Company;

  ? any other material change in the Company's business or corporate structure;

  ? changes in the Company's charter, bylaws or instruments corresponding thereto
    or other actions which may impede the acquisition of control of the issuer by
    any other person;

  ? causing a class of securities of the Company to be delisted from a national
    securities exchange or to cease to be authorized to be quoted in an
    inter-dealer quotation system of a registered national securities association;

  ? a class of equity securities of the Company becoming eligible for termination
    of registration pursuant to Section 12(g)(4) of the Securities Act; or




  ? any similar action to those enumerated above.

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