RHINO BITCOIN INC. (RHNO): M&A transaction — Phoenix Plus completes reverse merger with Rhino Digital, appoints Lyle Hauser CEO

RHINO BITCOIN INC.

Closed merger with Rhino Digital, a Bitcoin financial services company; Rhino becomes wholly-owned subsidiary.
Issued 73,295,981 shares to Rhino stockholders and note holders; Series A Preferred with 51% voting power issued to Hauser entity.
Former renewable energy subsidiary Phoenix Plus Labuan sold for $1 to Lee Chong Chow; business focus shifts to Bitcoin.
Lyle Hauser appointed CEO, president, secretary and director; prior CEO Lee Chong Chow resigned.

item 2.01 item 3.02 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RHINO BITCOIN INC.: Filed a Certificate of Designation for Series A Preferred Stock with the Nevada Secretary of State, designating 200,000 shares as Series A Preferred Stock (effective 2025-08-19).

Change: charter amendment
Effective: 2025-08-19

Exact text from the filing

In connection with the closing of the Merger Agreement, the Company filed a certificate of designation of Series A Preferred Stock with Secretary of State of Nevada, pursuant to which the Company designated 200,000 shares as Series A Preferred Stock

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

RHINO BITCOIN INC. completed an acquisition involving Rhino Digital Inc. (closed 2025-08-19).

Action: acquisition
Counterparty: Rhino Digital Inc.
Closing: 2025-08-19

Exact text from the filing

On August 19, 2025, Phoenix Plus Corp. (the "Company") closed its previously disclosed agreement and plan of merger (the "Merger Agreement") among the Company, 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.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

RHINO BITCOIN INC. completed a disposition involving Lee Chong Chow (closed 2025-08-19).

Action: disposition
Counterparty: Lee Chong Chow
Closing: 2025-08-19

Exact text from the filing

Concurrently with the closing of the Merger Agreement, all outstanding shares of the Company's wholly-owned subsidiary, Phoenix Plus Corp., a Labuan, Malaysia corporation ("Phoenix Plus Labuan"), were transferred to Mr. Lee.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

RHINO BITCOIN INC. underwent a change of control involving Lyle Hauser / Vantage Group Ltd. (closed 2025-08-19).

Action: change of control
Counterparty: Lyle Hauser / Vantage Group Ltd.
Closing: 2025-08-19

Exact text from the filing

The closing of the Merger Agreement resulted in a change in control of the Company.

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13 governance changes filed in the last 30 days. Browse all governance changes →

RHINO BITCOIN INC. filing history →

Source: SEC EDGAR

accession 0001641172-25-025003

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