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 2, 2022

2. SEC Identification Number

22401

3. BIR Tax Identification No.

000-491-007

4. Exact name of issuer as specified in its charter

PRIME MEDIA HOLDINGS, INC.

5. Province, country or other jurisdiction of incorporation

Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

16TH FLOOR BDO TOWERS VALERO (FORMERLY CITIBANK TOWER), 8741 PASEO DE ROXAS MAKATI CITY Postal Code 1227

8. Issuer's telephone number, including area code

(632) 8831-4479

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

-

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	700,298,616
PREFERRED	14,366,260

11. Indicate the item numbers reported herein

Item 9 Other Events

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.

Prime Media Holdings, Inc.PRIM

PSE Disclosure Form 16-1- Update on Corporate Actions/
Material Transactions/Agreements References: SRC Rule 17 (SEC Form 17-C) and
Section 16 of the Revised Disclosure Rules

Subject of the Disclosure
Signing of the Amended Memorandum of Agreement
Background/Description of the Disclosure
On 2 December 2022, PRIM, its parent company (RYM Business Management Corporation), and the majority shareholders of Golden Peregrine Holdings, Inc. proceeded with the execution of an amended Memorandum of Agreement (“Amended MOA”) as previously approved by PRIM’s Board of Directors on 28 July 2021 and by the shareholders on 23 September 2022, respectively. Subject to certain closing conditions and deliverables, the amended MOA will lead to the acquisition of Golden Peregrine Holdings, Inc. as a direct subsidiary, and Philippine CollectiveMedia Corporation (PCMC), as an indirect subsidiary. PCMC is a holder of a radio and television broadcasting franchise and is engaged in the active business for mass media. The Golden Peregrine Shareholders will also gain control and majority ownership of approximately 70% of the outstanding capital stock of PRIM. Said transaction aims to usher the long-awaited transformation of the Company into a viable and operational business entity and address its capital deficiency, negative equity, and non-operation.
Other Relevant Information
None.