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HWH International holder exercises 4M-share warrants

The agreement gives Smart Dynamics the right to appoint three directors, subject to conditions, and anti-dilution rights for two years, subject to exceptions.

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

HWH International Inc. (ESYN) is the subject of an amended ownership report stating that Smart Dynamics Technology Limited exercised warrants for 4,000,000 common shares on October 27, 2026, at $0.63 per share, using general working capital. Smart Dynamics is reported to own 24,000,000 common shares and warrants to purchase 156,000,000 shares. Each reporting person’s reported aggregate beneficial ownership is 180,000,000 shares; Liu Ming Hui may be deemed to hold that interest indirectly as Smart Dynamics’ sole stockholder and a director. The reported 94.8% calculation assumes exercise of the warrants and uses 33,726,400 common shares outstanding as of October 29, 2026.

The purchase agreement closed August 10, 2026, gives Smart Dynamics the right to appoint three directors, subject to agreement conditions, and provides anti-dilution rights for two years from closing. Under those rights, the issuer cannot sell new equity securities without the purchaser’s consent, subject to exceptions. The agreement also requires a registration statement covering 20,000,000 shares initially issued to the purchaser and 160,000,000 shares underlying warrants.

Warrants exercised 4,000,000 shares Exercised by Smart Dynamics on October 27, 2026
Exercise price $0.63 per share Price for the warrant exercise on October 27, 2026
Common shares owned 24,000,000 shares Owned by Smart Dynamics
Shares underlying warrants 156,000,000 shares Warrants owned by Smart Dynamics
Aggregate beneficial ownership 180,000,000 shares Reported for each reporting person
Beneficial ownership percentage 94.8% Calculation assumes exercise of the warrants
Common shares outstanding 33,726,400 shares As of October 29, 2026
Shares covered by registration rights 20,000,000 initially issued shares; 160,000,000 shares underlying warrants Shares the agreement requires the issuer to include in a registration statement
beneficial ownership financial
"may be deemed to possess indirect beneficial ownership"
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.
warrants financial
"warrants to purchase 156,000,000 shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
anti-dilution rights financial
"granted the Purchaser anti-dilution rights for a period of two years"
registration rights financial
"Pursuant to the Securities Purchase Agreement"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Smart Dynamics exercise for ESYN, and at what price?

Smart Dynamics exercised warrants to purchase 4,000,000 shares on October 27, 2026, at an exercise price of $0.63 per share. The stated source of funds was general working capital.

What beneficial ownership did Liu Ming Hui and Smart Dynamics report for ESYN?

Each reporting person’s reported aggregate beneficial ownership was 180,000,000 shares, including 24,000,000 common shares and warrants to purchase 156,000,000 shares. The reported 94.8% calculation assumes exercise of the warrants and is based on 33,726,400 common shares outstanding as of October 29, 2026.

What rights does Smart Dynamics have under the ESYN purchase agreement?

Smart Dynamics has the right to appoint three directors, subject to the agreement’s conditions; the issuer’s board size increased to eight. Anti-dilution rights run for two years from the August 10, 2026 closing and are subject to exceptions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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44852G309

(CUSIP Number)
Liu Ming Hui
16/F Capital Centre,, 151 Gloucester Road,
Wan Chai, K3, 00000
011-852-28770800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
10/27/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Aggregate amount includes (i) 24,000,000 shares; and (ii) warrants to purchase 156,000,000 shares of the common stock of EnerSyn Global Inc. (the "Issuer"), in each case owned by Smart Dynamics Technology Limited. Mr. Liu may be deemed to possess indirect beneficial ownership of these shares and warrants as the sole stockholder and a director of Smart Dynamics Technology Limited. The percentage featured in Row 13 (94.8%) is based on 33,726,400 shares of the Issuer's common stock outstanding as of October 29, 2026, and presumes the exercise of the warrants for 156,000,000 shares of the Issuer's common stock in its calculation.


SCHEDULE 13D




Comment for Type of Reporting Person:
Aggregate amount includes (i) 24,000,000 shares; and (ii) warrants to purchase 156,000,000 shares of the Issuer's common stock, in each case owned by Smart Dynamics Technology Limited. The percentage featured in Row 13 (94.8%) is based on 33,726,400 shares of the Issuer's common stock outstanding as of October 29, 2026, and presumes the exercise of the warrants for 156,000,000 shares of the Issuer's common stock in its calculation.


SCHEDULE 13D


Liu Ming Hui
Signature:/s/ Liu Ming Hui
Name/Title:Liu Ming Hui
Date:10/29/2026
Smart Dynamics Technology Ltd
Signature:/s/ Liu Ming Hui
Name/Title:Liu Ming Hui, Director
Date:10/29/2026

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