Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On August 5, 2025, Phoenix Plus Corp. (the "Company") entered into an agreement and plan of merger (the "Merger Agreement") with Rhino Merger Acquisition Sub, Inc., a newly formed wholly-owned subsidiary of the Company ("Merger Sub"), Rhino Digital Inc. ("Rhino"), and solely with respect to Section 9.1(d) of the Merger Agreement, the Selling Shareholders named therein.

Pursuant to the Merger Agreement, effective upon the closing thereof, (i) Merger Sub will merge with and into Rhino, with Rhino surviving as the wholly-owned subsidiary of the Company, (ii) each share of common stock of Rhino will convert into the right to receive two shares of common stock of the Company, (iii) the outstanding shares of Series A Preferred Stock of Rhino will convert into an aggregate of 200,000 shares of newly created Series A Preferred Stock of the Company with substantially identical terms as the Rhino Series A Preferred Stock, (iv) convertible notes of Rhino will convert into shares of common stock of the Company at a conversion price of $0.18 or $0.25, as applicable, (v) options to purchase shares of common stock of Rhino will convert into options to purchase shares of common stock of the Company with the same aggregate exercise price, (vi) the sole officer and director of the Company will resign and the sole officer and director of Rhino will be appointed as the sole officer and director of the Company, and (vii) Rhino will purchase from the Selling Shareholders an aggregate of 6,232,742 shares of common stock of the Company for an aggregate purchase price of $440,000 and will return such shares to the Company for cancellation.

The closing of the Merger Agreement is subject to customary closing conditions.

In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

The foregoing description of the Merger Agreement is qualified by reference to the full text of the Merger Agreement which is filed as an exhibit to this report.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated by reference herein.