Welcome to our dedicated page for HWH International SEC filings (Ticker: HWH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The HWH International Inc. (HWH) SEC filings page on Stock Titan provides access to the company’s official regulatory disclosures, including Forms 10-K, 10-Q, 8-K, proxy statements and registration materials. These documents present how HWH describes its purpose-driven lifestyle business built around Hapi Marketplace, Hapi Cafe, Hapi Travel and Hapi Wealth Builder, as well as its robotics-related activities.
Through its Form 8-K filings, HWH reports material events such as a reincorporation merger between Delaware and Nevada entities, noting that the Nevada corporation continues as the surviving company and that its common stock continues to trade on the Nasdaq Capital Market under the symbol HWH. Other 8-Ks disclose a 1-for-5 reverse stock split intended to address Nasdaq minimum bid price requirements, changes in the independent registered public accounting firm, capital transactions, and the sale of a majority stake in a Singapore cafe subsidiary to a significant stockholder.
The company’s DEF 14A proxy statement sets out information for its annual meeting of stockholders, including proposals to elect directors and ratify the appointment of its independent registered public accounting firm. The proxy materials also describe voting procedures, virtual meeting logistics and sections on executive compensation, related party transactions and security ownership.
Investors can use registration statements and prospectus-related filings, such as the Form S-1 referenced in HWH’s public offering announcement, to understand the terms of equity offerings, including common stock and pre-funded warrants. Filings discussing related party loans, credit facilities and equity issuances to affiliates provide additional detail on the company’s financing arrangements.
On Stock Titan, AI-powered tools summarize lengthy filings, highlight key items such as reverse stock splits, auditor changes and merger agreements, and help users navigate sections on governance, related party transactions and capital structure. Users can also track new 8-Ks, proxy statements and other HWH filings as they are made available through EDGAR.
HWH International Inc. disclosed that subsidiary Alset International Limited completed an open-market sale of 100,390 shares of HWH common stock at a weighted average price of $0.983 per share, with individual trade prices ranging from $0.88 to $1.22.
After this transaction, Alset Inc. beneficially owns 4,964,344 HWH shares in total, including 1,891,279 shares held through Alset International Limited, and Chan Heng Fai personally owns 1,002,600 HWH shares.
HWH International Inc. major shareholder Heng Fai Ambrose Chan amended his Schedule 13D after Alset International Limited sold 100,390 shares of HWH common stock on March 30, 2026 at a weighted average sale price of $0.983, in trades ranging from $0.88 to $1.22.
After this transaction, Chan is reported to beneficially own 6,014,319 HWH shares, representing 79.9% of the company’s 7,476,400 shares outstanding as of April 1, 2026, through direct holdings and entities including Alset Inc., Alset International Limited, and Alset Acquisition Sponsor, LLC. The filing also notes that Alset Inc. may acquire additional HWH securities upon closing of transactions described in HWH’s February 17, 2026 information statement.
HWH International Inc. reported 2025 revenue of $866,926, down from $1,253,577 in 2024, as it closed underperforming cafés in Singapore and Korea. The company remains focused on a single café in Singapore while developing its Hapi Marketplace and Hapi Wealth Builder concepts, which were not launched as of December 31, 2025.
HWH posted a net loss of $2,657,929 for 2025, slightly improved from a $2,765,767 loss in 2024, and ended 2025 with cash of $2,085,918 and total assets of $4,567,858. Management discloses substantial doubt about the company’s ability to continue as a going concern, but cites support from majority stockholder Alset Inc., including a $1,000,000 credit facility with $700,000 undrawn.
During 2024–2025 HWH converted related-party debt to equity, raised additional capital from Alset Inc., and completed a 1‑for‑5 reverse stock split to regain Nasdaq bid‑price compliance. Shares outstanding were 7,476,400 as of December 31, 2025, and the company reincorporated from Delaware to Nevada in late 2025.
HWH International Inc. is moving ahead with a related-party acquisition of Hapi Metaverse Inc., already approved by written consent of majority stockholders. The deal values 99.55% of Hapi Metaverse at $19,910,603, to be paid with a five-year convertible promissory note bearing 1% simple interest.
The note can convert into up to 10,762,488 new HWH common shares at $1.85 per share. As of the record date, HWH had 7,476,400 common shares outstanding. Hapi Metaverse owns a controlling stake in retail technology provider Value Exchange International and operates the Hapi Café concept.
The Audit Committee of independent directors reviewed and approved the transaction after receiving a paid fairness opinion from Marshall & Stevens (formerly ValueScope). Minority stockholders are not voting on the acquisition; the information statement is being provided for disclosure, and the transaction cannot close until at least 20 days after mailing.
A holder has filed to sell 300,465 shares of Common Stock, $0.0001 par value of the issuer. The proposed sale is through UBS AG Hong Kong Branch on the Nasdaq Stock Market around 02/12/2026, with an aggregate market value of 459,711.45.
The filing notes that 7,476,400 shares of this class were outstanding. The seller previously acquired 880,000 shares on 01/09/2024, when Alset International Limited received them as merger consideration in connection with the issuer’s business combination completed on January 9, 2024.
HWH International Inc. agreed to acquire almost all of Hapi Metaverse Inc. through a related-party transaction with its corporate parent, Alset Inc. The company signed a binding term sheet and a stock purchase agreement to buy 505,341,376 Hapi Metaverse common shares, representing 99.55% of its capital.
The agreed purchase price is $19,910,603, to be paid with a five-year convertible promissory note bearing simple interest of 1% per year. Alset may convert principal and interest into HWH common stock at $1.85 per share, and any remaining amount will automatically convert at maturity. The deal has majority stockholder approval, was reviewed by the board and audit committee, is supported by a financial fairness opinion, and relies on a private-offering exemption for the potential HWH share issuance.
HWH International Inc. has obtained majority stockholder written consent to acquire Hapi Metaverse Inc. and to issue up to 10,762,488 shares of common stock upon conversion of a $19,910,603 convertible note issued to Alset Inc.
The note bears 1% simple annual interest, matures five years after the February 5, 2026 term sheet, and automatically converts at $1.85 per share if not earlier converted. HWH had 7,476,400 shares of common stock outstanding as of February 5, 2026.
The acquisition is a related-party transaction because Alset Inc. is HWH’s corporate parent and majority stockholder. An independent valuation firm, Marshall & Stevens (through ValueScope), delivered a fairness opinion, and HWH’s independent audit committee and board (with interested directors recused) approved the terms.
No stockholder meeting, proxy, or dissenters’ rights are provided. The acquisition cannot become effective until at least 20 days after the definitive information statement is mailed, which HWH indicates would make the earliest possible effectiveness on or after March 9, 2026. HWH expects the deal to consolidate the “Hapi” ecosystem, integrate Hapi Café operations more directly, and give HWH direct ownership of Hapi Metaverse’s controlling interest in retail technology provider Value Exchange International Inc.
HWH International Inc. reported the results of its 2025 Annual Meeting of Stockholders. As of the September 22, 2025 record date, 6,476,400 shares of common stock were issued, outstanding, and entitled to vote, and 5,573,587 shares were represented at the meeting, constituting a quorum.
Stockholders elected all five director nominees to serve until the next annual meeting or until their successors are qualified. They also ratified the appointment of HTL International, LLC as the company’s independent registered public accounting firm for the year ending December 31, 2025, with 5,569,443 votes for, 1,256 against, and 2,888 abstentions.
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.