C07461-2022

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)
Oct 5, 2022
2. SEC Identification Number
147584
3. BIR Tax Identification No.
002-727-376-000
4. Exact name of issuer as specified in its charter
Premiere Horizon Alliance Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 1705, East Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(02) 8635-7715
9. Former name or former address, if changed since last report
Not Applicable
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 STOCK P 0.25 PAR VALUE 5,708,359,504
11. Indicate the item numbers reported herein
Item No. 9 Other Item

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.

Premiere Horizon Alliance CorporationPHA

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

Notice of Receipt of Writ of Preliminary Attachment (WPA)
Background/Description of the Disclosure

PHA received notice from Nuovo Gran CT Inc. (NGCTI), through its counsel, the Divina Law Office, alleging that NGCTI's application for a Writ of Preliminary Attachment (WPA) against the properties of SquidPay Technology Inc. (SPTI) and Marvin C. Dela Cruz (MDC) has been granted by the Regional Trial Court, Manila, Branch 45 on September 28, 2022. However, NGCTI's counsel did not say if a WPA has been issued by the court.

NGCTI's WPA application allegedly includes SPTI and MDC's shares of stock in PHA, as security for NGCTI's claim of Php100.0 Million against SPTI and MDC. Based on the copy of the Order, NGCTI entered into a Convertible Loan Agreement on December 14, 2020 with Marvin C. Dela Cruz/SquidPay Technology, Inc. for Php100.0 Million, with a maturity date of June 14, 2022, 18 months from the execution of the contract. The loan may be paid through PHA shares should NGCTI exercise said Conversion Right. NGCTI served a Conversion Notice to exercise the right pursuant to the Conversion Agreement. These were not heeded, and SPTI failed to pay the loan on its maturity date of June 14, 2022.

NGCTI is notifying PHA and requesting assistance for the implementation of the corresponding WPA through the levy of the PHA shares in favor of NGCTI.

It also appears from the letter of the Divina Law office that PHA is a defendant in the case. While PHA has not received any summons or other documents regarding the case from the Court at this time, the PHA Board at its meeting decided to make a disclosure of the matter in view of its possible implications on PHA.

As previously disclosed, on October 29, 2020, PHA entered into a Memorandum of Agreement (MOA) with an investor group led by Marvin Dela Cruz for the equity infusion through a subscription of a total of 2,803,030,303 shares (the “Subscription Shares”) or up to 55% ownership in PHA. Subscription to these shares will be at Php0.33per share for a total consideration of Php925.0 Million, of which Php300 Million will be in cash and the balance of Php625 Million will be via a combination of cash and/or infusion of Squidpay Technology Inc (SPTI) shares over a period of 2 years.

On November 17, 2021, the PHA Board approved the acquisition of thirty-three percent (33%) of SquidPay Technology Inc. (SPT) for Php561 Million equivalent to two hundred sixty-four million (264 million) existing and outstanding shares of SPT owned by the group led by Mr. Marvin Dela Cruz and will be subject to final PHA Board approval. The funding will come from the Php625 million subscription payable by the group in accordance with the abovementioned MOA, with the deadline of October 29, 2022 for the subscription.

This Order has no impact on the operations and financial condition of PHA as it is merely implementing a court order on the freezing of PHA shares held under the name of MDC.

Brandon Benito P. Leong is a shareholder, director and Vice President of NGCTI. Mr. Leong concurrently also a shareholder, director and Treasurer of PHA.
Other Relevant Information

None
Filed on behalf by:
Name Raul Ma. Anonas
Designation Executive Vice President, Chief Operating Officer, Chief Information Officer (CIO) and SEC Compliance Officer