HWH International SEC Filings

HWH International Inc. entered into a Securities Purchase Agreement with Smart Dynamics Technology Limited for a $10,000,000 private investment in public equity. The company will issue 20,000,000 shares of common stock and warrants to purchase up to 160,000,000 shares at an exercise price of $0.63 per share, exercisable immediately and expiring four years after closing.

Closing is subject to standard conditions, including approval by holders of a majority of HWH’s common stock. If the deal closes and the purchaser continues to own at least a majority of the common stock, it will receive two-year anti-dilution protections limiting new equity issuances without its consent and the right to appoint three directors. HWH plans to use the proceeds for general working capital and expansion and will file a registration statement covering the purchased shares and warrant shares within sixty days after closing under a private offering exemption (Section 4(a)(2) and Rule 506).

HWH International Inc. reported another quarterly loss and tightening liquidity for the three months ended March 31, 2026. Food and beverage revenue fell to $64,200 from $295,197 a year earlier, reflecting weaker café performance, while gross profit declined to $47,288.

Operating expenses stayed high at $672,202, leading to an operating loss and a net loss of $626,773 versus $574,103 in the prior-year quarter. Basic and diluted loss per share improved slightly to $(0.08) from $(0.09), on a higher share count of 7.48 million.

Cash decreased to $1.46 million from $2.09 million at year-end, and total assets were $4.21 million with total liabilities of about $2.13 million. Management discloses that recent losses and negative cash flow raise substantial doubt about the company’s ability to continue as a going concern, although it points to related-party credit support and anticipated funding as mitigating factors.

The balance sheet also includes $1.43 million of related-party convertible notes and warrants to Sharing Services Global Corporation, which produced an unrealized loss of $49,205 this quarter. After quarter-end, HWH settled a financing dispute with D. Boral Capital via a $500,000 payment and signed a term sheet for a proposed $10 million equity investment plus 160 million warrants, subject to definitive agreements and shareholder approval.

HWH International Inc. Schedule 13G/A amendment reports that Hudson Bay Capital Management and Sander Gerber beneficially hold 15,625 shares of Common Stock reflected as issuable upon exercise of warrants, representing 0.21% of the class.

The filing cites 7,476,400 shares outstanding as of March 25, 2006 as the basis for the percentage and states the securities are held in the name of Hudson Bay Master Fund Ltd.; Mr. Gerber disclaims beneficial ownership.

HWH International Inc. entered into a Term Sheet to raise $10,000,000 from Smart Dynamics Technology Limited by selling 20,000,000 newly issued unregistered common shares and issuing warrants for 160,000,000 additional shares at $0.63 per share, exercisable immediately for four years, in an offshore Regulation S transaction. The Investor would receive two-year anti-dilution protections on new equity issuances, the right to appoint three directors, and registration rights for the shares and warrant shares within sixty days after closing, which is subject to standard conditions and majority stockholder approval. The Board also terminated a planned acquisition of 505,341,376 Hapi Metaverse Inc. shares that would have been funded by a $19,910,603 convertible note, and approved an amendment to the 2025 Incentive Compensation Plan to authorize up to an additional 2,000,000 common shares for compensation with a 12‑month lockup and required stockholder approval.

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.