Alset Inc. buys 250K HWH International shares in stock deal (HWH)

Rhea-AI Filing Summary

HWH International Inc. reported an insider share purchase involving its largest affiliated holder. On June 8, 2026, Alset Inc., an entity controlled by Chairman and CEO Chan Heng Fai, bought 250,000 newly issued common shares at $2.00 per share under a Stock Purchase Agreement with the company. Following this transaction, Alset Inc. beneficially owns 5,261,719 shares of HWH common stock through direct and subsidiary holdings, while Mr. Chan also owns 1,002,600 shares personally.

Insider Trade Summary

Net Buyer: 250,000 shares ($500,000)

Net Buy 1 txn

Insider Chan Heng Fai Ambrose, Alset Inc.

Role Chief Executive Officer | null

Bought 250,000 shs ($500K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	250,000	$2.00	$500K

Holdings After Transaction: Common Stock — 5,261,719 shares (Indirect, See footnote)

Footnotes (1)

1. On June 8, 2026 Alset Inc. entered into a Stock Purchase Agreement with HWH International Inc. (the "Issuer") pursuant to which Alset Inc. purchased 250,000 newly-issued shares of the Issuer's common stock at a price of $2.00 per share. The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. beneficially owns 5,261,719 shares of the Issuer's common stock, including 2,787,590 shares owned directly, 1,891,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 1,002,600 shares of the Issuer's common stock personally.

Key Figures

Shares purchased: 250,000 shares Purchase price: $2.00 per share Alset beneficial ownership: 5,261,719 shares +3 more

6 metrics

Shares purchased 250,000 shares Newly issued common stock bought on June 8, 2026

Purchase price $2.00 per share Price paid by Alset Inc. under Stock Purchase Agreement

Alset beneficial ownership 5,261,719 shares Total HWH common shares beneficially owned by Alset Inc.

CEO personal holdings 1,002,600 shares HWH common shares owned personally by Chan Heng Fai

Warrant shares 47,375 shares Shares issuable from warrants held via Alset Acquisition Sponsor, LLC

Post-transaction indirect holdings 5,261,719 shares Total shares following transaction as shown in Form 4

Key Terms

Stock Purchase Agreement, newly-issued shares, beneficial ownership, majority owned subsidiary, +1 more

5 terms

Stock Purchase Agreement financial

"entered into a Stock Purchase Agreement with HWH International Inc."

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

newly-issued shares financial

"purchased 250,000 newly-issued shares of the Issuer's common stock"

beneficial ownership financial

"may also be deemed to possess beneficial ownership of shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

majority owned subsidiary financial

"owned indirectly through its majority owned subsidiary Alset International Limited"

warrants exercisable financial

"535,475 shares and warrants exercisable into 47,375 shares"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE 038989

(City) (State) (Zip)

SINGAPORE

(Country)

2. Issuer Name and Ticker or Trading Symbol
HWH International Inc. [ HWH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/08/2026		P		250,000	A	$2(1)	5,261,719(2)	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE 038989

(City) (State) (Zip)

SINGAPORE

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Alset Inc.

(Last) (First) (Middle)

4800 MONTGOMERY LANE,

SUITE 210

(Street)

BETHESDA MARYLAND 20814

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On June 8, 2026 Alset Inc. entered into a Stock Purchase Agreement with HWH International Inc. (the "Issuer") pursuant to which Alset Inc. purchased 250,000 newly-issued shares of the Issuer's common stock at a price of $2.00 per share.

2. The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. beneficially owns 5,261,719 shares of the Issuer's common stock, including 2,787,590 shares owned directly, 1,891,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 1,002,600 shares of the Issuer's common stock personally.

	/s/ Chan Heng Fai Ambrose	06/09/2026
	Alset Inc. /s/ Chan Heng Fai Ambrose, Chief Executive Officer	06/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did HWH International Inc. report on this Form 4?

HWH International Inc. reported that Alset Inc., an entity associated with its CEO, bought 250,000 newly issued common shares at $2.00 per share, increasing Alset’s beneficial ownership in the company to a total of 5,261,719 shares.

Who is behind the Alset Inc. purchase of HWH International shares?

Alset Inc. is chaired and controlled by Chan Heng Fai, who is also HWH International’s Chairman, Chief Executive Officer and a major shareholder. The filing shows his influence over Alset’s 5,261,719 beneficially owned shares plus 1,002,600 shares he owns personally.

How many HWH International shares did Alset Inc. buy and at what price?

Alset Inc. purchased 250,000 newly issued shares of HWH International common stock at a price of $2.00 per share. The transaction was executed under a Stock Purchase Agreement directly with HWH International rather than through open-market trading.

What is Alset Inc.’s total beneficial ownership in HWH International after this trade?

After the purchase, Alset Inc. beneficially owns 5,261,719 HWH International common shares. This total includes directly held shares, shares held through majority-owned subsidiaries, and interests held via Alset Acquisition Sponsor, LLC, which also holds warrants exercisable into additional shares.

How many HWH International shares does CEO Chan Heng Fai own personally?

The filing states that CEO Chan Heng Fai personally owns 1,002,600 shares of HWH International common stock. In addition, he may be deemed a beneficial owner of the 5,261,719 shares held through Alset Inc. and its majority-owned subsidiaries.

What role do subsidiaries play in Alset Inc.’s HWH International share ownership?

Alset Inc.’s 5,261,719 beneficially owned HWH shares are split among direct holdings and majority-owned subsidiaries. One subsidiary, Alset International Limited, holds 1,891,279 shares, while another, Alset Acquisition Sponsor, LLC, holds 535,475 shares plus warrants exercisable into 47,375 additional shares.