HWH International SEC Filings

HWH International Inc. announced a parent–subsidiary reincorporation merger, moving the company from Delaware to Nevada. At the Effective Time on November 14, 2025 at 11:00 PM Eastern Time, each outstanding share of the Delaware parent will automatically convert into one share of the Nevada company, which will continue under the name HWH International Inc. The Nevada entity will assume all assets, liabilities, and outstanding convertible securities on the same terms.

The shares of the Nevada successor issuer will be deemed registered under Section 12(b) pursuant to Rule 12g-3, and will continue trading on Nasdaq under the symbol HWH. Current directors and officers will remain in their roles. Following effectiveness, the company will be governed by the Nevada Revised Statutes and its amended and restated charter and bylaws, which are included as exhibits. The merger was approved by a majority of shareholders by written consent on October 10, 2025.

HWH International Inc. reported Q3 2025 results, reflecting a smaller loss on lower sales as the company reshaped its food and beverage operations. Revenue was $206,778, down from $345,523 a year ago, while net loss attributable to common stockholders improved to $291,004 from $548,492. For the nine months, revenue totaled $812,366 versus $966,515, and net loss narrowed to $685,615 from $2,273,253.

On the balance sheet, cash was $2,897,972 with total assets of $5,184,394 and current liabilities of $2,252,884. Stockholders’ equity was $2,907,426. As of October 21, 2025, there were 6,476,400 shares outstanding.

HWH continued portfolio changes: it sold 70% of Alset F&B One Pte. Ltd. for $170,754, recognized a $21,611 loss and retained 20%; it recorded a $383,677 gain on the April sale of HWH World Inc. and closed Ketomei Pte. Ltd. and Hapi Café Korea Inc. The company also completed a January 2025 offering of 632,500 shares and 250,000 pre-funded warrants at $2.00 and $1.9995, respectively, following a 1-for-5 reverse split effective February 24, 2025.

Management disclosed factors that raise substantial doubt about continuing as a going concern, while citing available cash and a related-party credit facility with $700,000 remaining as support for near‑term liquidity.

HWH International Inc. approved two corporate actions by written consent of majority stockholders: a reincorporation from Delaware to Nevada via a merger and adoption of the 2025 Incentive Compensation Plan.

The plan covers 1,295,280 shares of common stock. Upon reincorporation, authorized capital will be 500,000,000 shares (450,000,000 common; 50,000,000 preferred). Each Delaware share will convert 1-for-1 into a Nevada share, and the stock will continue trading on Nasdaq as “HWH.”

Approval was granted on October 10, 2025 by holders of 5,067,334 shares, representing approximately 78.2% of outstanding common stock. The actions can become effective no sooner than November 10, 2025 after mailing. Shares outstanding were 6,476,400 as of the record date. The company cites estimated annual franchise tax savings of about $37,000 after paying $205,000 for 2023 and $48,810 for 2024. No appraisal rights apply.

HWH International Inc. filed a Preliminary Information Statement (PRE 14C) describing corporate changes and voting results tied to a reorganization. The filing shows a proposed change of the parent corporation from a Delaware to a Nevada entity (listed as “NEW HWH”). The document includes vote totals and ownership stakes: 5,114,709 votes representing 78.4% associated with Chan Heng Fai, closely matched by Alset Inc. with 5,112,109 votes (78.4%). Other disclosed holders include Alset International Limited with 1,991,669 shares (30.8%) and Alset Acquisition Sponsor, LLC with 582,850 shares (8.9%).

The statement lists governance items (charter and bylaw amendments, director procedures, indemnification, fiduciary duties) that shareholders were asked to vote on. The filing text provided is partial and appears to contain table fragments and signatures rather than a full narrative of outcomes or transaction economics.

HWH International Inc. discloses board and executive details, ownership stakes, fees paid to auditors, and governance policies in this definitive proxy statement. The filing lists directors including Wong Tat Keung (age 55), William Wu (59), Wong Shui Yeung (55), and executives including Rongguo (Ronald) Wei as Chief Financial Officer (age 54). The company states it has adopted an insider trading policy governing purchases and sales by directors, officers, and employees to promote compliance with insider trading laws and Nasdaq standards. Audit-related fees of $115,594 and prior-period audit fees of $50,861 are disclosed, with no tax or other fees reported. Beneficial ownership shows All Directors and Officers hold 5,067,334 shares representing 78.2%; related parties include Alset Acquisition Sponsor, LLC with 535,475 shares (5.5%) and Alset International Limited with 1,991,669 shares. Several table entries and demographic fields appear in tabular form.

HWH International Inc. and related entities reported a convertible note purchase from SHARING SERVICES GLOBAL Corp (SHRG). On 10/06/2025 the issuer issued a convertible promissory note for $200,000 to HWH International Inc. The note converts at $0.006 per share at HWH's option and matures three years later on 10/06/2028, making the maximum underlying common stock equal to 33,333,333 shares if fully converted. The reporting shows Chan Heng Fai Ambrose as a director and majority controller of HWH and Alset Inc., with dispositive control over the securities held by HWH.

HWH International Inc. and related parties reported a convertible promissory note issued by SHARING SERVICES GLOBAL Corp (SHRG). On 09/17/2025 the issuer issued a $70,000 convertible promissory note to HWH International Inc., convertible at $0.006 per share at HWH's option. The note matures three years from issuance (09/17/2028). The Form 4 was filed by multiple reporting persons and signed on 09/19/2025 by Chan Heng Fai Ambrose on behalf of himself, HWH International Inc. and Alset Inc., with Mr. Chan identified as Chairman, CEO and majority stockholder of Alset and as Chairman of HWH, giving him dispositive control over HWH's holdings.