Phoenix Asia (NASDAQ: PHOE) pivots to pharma with $1B ACEA acquisition
Rhea-AI Filing Summary
Phoenix Asia Holdings Limited signed a stock acquisition agreement to buy 100% of ACEA Pharma, Inc., a clinical stage pharmaceutical company focused on cancer, autoimmune disease and Covid‑19. The purchase will be paid entirely in equity through 100,000,000 newly issued ordinary shares valued by the parties at $1,000,000,000.
The deal is expected to close in the second quarter of 2026, subject to antitrust and Nasdaq approvals, and would transform Phoenix Asia from a Hong Kong substructure contractor into a pharmaceutical holding company. The company also issued a $20,000,000 convertible promissory note to its controlling shareholder, convertible at $10.00 per share, as consideration for advisory and transaction support services.
Positive
- Transformational pharma acquisition: Phoenix Asia agreed to acquire 100% of ACEA Pharma, a clinical stage pharmaceutical company with a diverse oncology, autoimmune and Covid‑19 portfolio, via 100,000,000 new shares valued at $1,000,000,000.00, positioning the company to enter a higher‑value life sciences segment.
- Strategic business pivot: Following completion of the acquisition, Phoenix Asia intends to transform into a pharmaceutical‑industry holding company, moving beyond its legacy substructure works business in Hong Kong and potentially diversifying its future revenue drivers.
Negative
- Significant equity issuance: The acquisition consideration consists of 100,000,000 newly issued ordinary shares valued at $1,000,000,000.00, which implies substantial dilution for existing shareholders and a possible change of control subject to Nasdaq review.
- Execution and regulatory risk: Closing is subject to customary conditions, Hart‑Scott‑Rodino and other antitrust or merger control clearances, and any required Nasdaq approvals related to a potential reverse merger, reverse takeover or change of control, so the transaction may be delayed or may not close.
- Related‑party convertible note: Phoenix Asia issued a $20,000,000.00 convertible promissory note to its controlling shareholder as consideration for advisory and transaction support services. The note bears no interest and is convertible at $10.00 per share, creating additional potential dilution linked to a related party.
Insights
Phoenix Asia is pursuing a $1B all‑stock pharma acquisition plus a $20M insider convertible, transforming its business profile.
Phoenix Asia plans to acquire all shares of ACEA Pharma, a clinical stage pharmaceutical firm, by issuing 100,000,000 new ordinary shares valued at $1,000,000,000.00. This represents a major strategic shift from its existing Hong Kong substructure works operations toward becoming a pharmaceutical-industry holding company.
The transaction is contingent on customary closing conditions, including expiration or termination of Hart‑Scott‑Rodino waiting periods and any required Nasdaq approvals for a potential reverse merger, reverse takeover or change of control. These regulatory reviews introduce execution risk, and timing is targeted for the second quarter of 2026.
Separately, the company issued a $20,000,000.00 convertible promissory note to its controlling shareholder as payment for advisory and transaction support services. The note carries no interest, matures three years from issuance, and is convertible at $10.00 per share, implying additional potential equity issuance. Future disclosures in company filings may detail post‑closing capital structure and integration progress.
Key Figures
Key Terms
Stock Acquisition Agreement financial
Convertible Promissory Note financial
Regulation S regulatory
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
reverse merger financial
clinical stage pharmaceutical company medical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-42618
Phoenix Asia Holdings Limited
(Registrant’s Name)
Workshop
B14, 8/F, Block B
Tonic Industrial Center, 19 Lam Hing Street
Kowloon Bay, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry into a Material Definitive Agreement
Stock Acquisition Agreement
On May 4, 2026, Phoenix Asia Holdings Limited (the “Company” or the “Registrant”) entered into a stock acquisition agreement (the “Stock Acquisition Agreement”) with (i) ACEA Pharma, Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Target Company”); and (ii) ACEA Therapeutics, Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Transferor”). The Transferor holds 100% of the equity interests of Target Company (the “Company Shares”). The Target Company is a clinical stage pharmaceutical company with a diverse product portfolio to address unmet medical needs in cancer, autoimmune disease, and Covid-19. Pursuant to the Stock Acquisition Agreement, at the Closing (as defined in the Stock Acquisition Agreement), the Company shall acquire all the issued and outstanding equity interests of the Target Company from the Transferor in exchange for the issuance by the Company to Transferor of 100,000,000 newly-issued ordinary shares of the Company, the value of which was as agreed by the parties to be $1,000,000,000.00.
The closing of the Stock Acquisition Agreement is expected to take place in the second quarter of 2026, subject to the satisfaction of the customary closing conditions and the receipt of all necessary regulatory approvals, including without limitation, that (i) all applicable waiting periods (and any extensions thereof) under the Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all other applicable antitrust or merger control laws shall have expired or otherwise been terminated and (ii) the receipt of any approval, clearance, confirmation, or other determination from Nasdaq to the extent required in connection with the transactions contemplated by the Stock Acquisition Agreement (including with respect to any reverse merger, reverse takeover, change of control or similar review).
Convertible Promissory Note
On May 4, 2026, the Company issued a convertible promissory note in favor of Phoenix Prosperity Investment Limited, a limited liability entity organized under the laws of the British Virgin Islands and the controlling shareholder of the Company (the “Holder”) with a principal sum of $20,000,000.00 (the “Note”). The Note has been issued as consideration for bona fide advisory and transaction support services provided by the Holder to the Company. The Note matures on the third anniversary of the date of issuance (subject to provisions regarding acceleration and voluntary conversion), does not accrue interest, and is convertible into ordinary shares of the Company at a conversion price of $10.00 per share. The issuance of the Note and the shares issuable upon its conversion is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption to registration provided under Regulation S promulgated under the Securities Act.
Press Release
On May 4, 2026, the Company issued a press release announcing the transactions described herein, a copy of which is furnished as Exhibit 99.1 hereto (the “Press Release”).
The foregoing descriptions of the Stock Acquisition Agreement, the Note and the Press Release do not purport to be complete and is qualified in their entirety by reference to the Stock Acquisition Agreement, the Note respectively, which are filed as Exhibit 10.1, Exhibit 4.1 and Exhibit 99.1 hereto, respectively, and each of which incorporated herein by reference.
This Report on Form 6-K and the information contained herein (including the exhibits hereto) is hereby incorporated by reference into the registration statement of the Company on Form S-8 (Registration Number 333-291901) and into each prospectus outstanding under the foregoing registration statement, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-Looking Statements
This Report on Form 6-K and the Press Release contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the satisfaction of closing conditions, the receipt of regulatory approvals (including approvals by Nasdaq), the timing and completion of the transaction and the conversion of the Note. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve risks and uncertainties that could cause actual results to differ materially, including risks discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date hereof, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
EXHIBIT INDEX
| Exhibit No. | Description | |
4.1 |
Convertible Promissory Note by and between Phoenix Prosperity Investment Limited and Phoenix Asia Holdings Limited, dated May 4, 2026 | |
| 10.1* | Stock Acquisition Agreement by and among Phoenix Asia Holdings Limited, ACEA Pharma, Inc. and ACEA Therapeutics, Inc., dated May 4, 2026 | |
| 99.1 | Press release dated May 4, 2026 issued by Phoenix Asia Holdings Limited |
* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Phoenix Asia Holdings Limited | ||
| Date: May 4, 2026 | By: | /s/ Chi Kin Kelvin Yeung |
| Name: | Chi Kin Kelvin Yeung | |
| Title: | Chairman of the Board and Chief Executive Officer | |
| 3 |
Exhibit 99.1
Phoenix Asia Holdings Limited Announces Entering into Stock Acquisition Agreement and Convertible Promissory Note
Hong Kong, May 4, 2026 – Phoenix Asia Holdings Limited (the “Company” or “Phoenix Asia”) (NASDAQ: PHOE), a Hong Kong-based company mainly engaged in substructure works, announces a significant update in its business development.
Phoenix Asia is pleased to announce entering into a stock acquisition agreement (the “Stock Acquisition Agreement”) with ACEA Pharma, Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Target Company”) and ACEA Therapeutics, Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Transferor”) for the acquisition of 100% of the issued and outstanding shares of common stock of Target Company (the “Company Shares”). The Target Company is a clinical stage pharmaceutical company with a diverse product portfolio to address unmet medical needs in cancer, autoimmune disease, and Covid-19.
The Company is also pleased to announce entering into a convertible promissory note with a principal sum of $20,000,000.00 (the “Note”) with Phoenix Prosperity Investment Limited, the controlling stockholder of the Company (the “Holder”).
About the Stock Acquisition Agreement
On May 4, 2026, the Company entered into the Stock Acquisition Agreement with (i) the Target Company; and (ii) the Transferor. The Transferor holds 100% of the issued and outstanding equity interests of Target Company. Pursuant to the Stock Acquisition Agreement, at the Closing (as defined in the Stock Acquisition Agreement), the Company shall acquire all the issued and outstanding equity interests of the Target Company from the Transferor in exchange for the issuance by the Company to the Transferor of 100,000,000 newly-issued ordinary shares of the Company, the value of which was as agreed by the parties to be $1,000,000,000.00.
The closing of the Stock Acquisition Agreement is expected to take place in the second quarter of 2026, subject to the satisfaction of the customary closing conditions and the receipt of all necessary regulatory approvals, including without limitation, that (i) all applicable waiting periods (and any extensions thereof) under the Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all other applicable antitrust or merger control laws shall have expired or otherwise been terminated and (ii) the receipt of any approval, clearance, confirmation, or other determination from Nasdaq to the extent required in connection with the transactions contemplated by the Stock Acquisition Agreement (including with respect to any reverse merger, reverse takeover, change of control or similar review).
About the Convertible Promissory Note
On May 4, 2026, the Company issued the Note in favor of the Holder with a principal sum of $20,000,000.00. The Note has been issued as consideration for bona fide advisory and transaction support services provided by the Holder to the Company. The Note matures on the third anniversary of the date of issuance (subject to provisions regarding acceleration and voluntary conversion), does not accrue interest, and is convertible into ordinary shares of the Company at a conversion price of $10.00 per share. The issuance of the Note and the shares issuable upon its conversion is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the exemption to registration provided under Regulation S promulgated under the Securities Act.
About Phoenix Asia Holdings Limited
Phoenix Asia Holdings Limited is a Hong Kong-based company mainly engaged in substructure works, such as site formation, ground investigation and foundation works, in Hong Kong. The Company strives to deliver unparalleled customer satisfaction, the highest standards of work and safety, and exceptional craftsmanship and environmental performance. The Company conducts its business through its wholly-owned Hong Kong operating subsidiaries, Winfield Engineering (Hong Kong) Limited. Subsequent to this acquisition, the Company intends to transform into a pharmaceutical-industry holding company.
For more information, please visit the Company’s website: https://ir.winfield.hk.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding the satisfaction of closing conditions, the receipt of regulatory approvals (including approvals by Nasdaq), the timing and completion of the transaction and the conversion of the Note. These statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “going forward”, “intend”, “may”, “plan”, “potential”, “predict”, “propose”, “seek”, “should”, “will”, “would” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, including risks discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission.
For more information, please contact:
Phoenix Asia Holdings Limited
Investor Relations Department
Email: ir@winfield.hk