SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Dec 11, 2023

2. SEC Identification Number

CS20091269

3. BIR Tax Identification No.

007236853000

4. Exact name of issuer as specified in its charter

PH Resorts Group Holdings, Inc.

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

20th Floor Udenna Tower Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig City Postal Code 1634

8. Issuer's telephone number, including area code

+63284034007

9. Former name or former address, if changed since last report

N/A

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common	7,282,017,027

11. Indicate the item numbers reported herein

Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

PH Resorts Group Holdings, Inc.PHR

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Material Transaction
Background/Description of the Disclosure
Please see attached SEC Form 17-C containing the relevant information regarding the Corporation's material transaction.
Other Relevant Information
This disclosure is amended to clarify that the Okada Manila operator, Tiger Resort Leisure & Entertainment Inc., executed a Term Sheet dated 8 December 2023 with PH Resorts' subsidiary, PH Travel and Leisure Holdings Corp. (PH Travel), to acquire a significant majority ownership of PH Travel's subsidiaries, namely, Lapulapu Leisure, Inc. and Lapulapu Land Corp. (Subsidiaries), which are the entities that operate the Emerald Bay Project. In addition, the last 3 paragraphs of the disclosure in SEC Form 17-C were amended as follows: "The Okada Manila operator executed a term sheet dated 8 December 2023 with PH Travel and Leisure Holdings Corp., the holding company for the Subsidiaries, to acquire a significant majority ownership of the Subsidiaries as operators of the Emerald Bay project, subject to various conditions, allowing them to take over the development of the Emerald Bay Resort. The conditions include, among others, the execution of definitive agreements (which are subject to negotiation), and the approval from the relevant governmental authorities, if any. The final terms will be subject to shareholders approval, once determined. The terms and conditions of the transaction will be further disclosed once the parties have executed the definitive agreements, which are subject to negotiation and execution and are targeted to finish by July 2024, unless otherwise extended. PH Travel and Leisure Holdings Corp., the entity that executed the term sheet, obtained board approval to execute the same on 8 December 2023. The partnership was advised by CBRE Securities."