HWH International plans $10M equity and warrant deal

Q: What financing did HWH (HWH) agree with Smart Dynamics Technology Limited?

HWH agreed 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 shares at $0.63. The warrants are exercisable immediately and expire four years after issuance under a Regulation S offshore structure.

Q: How will the $10,000,000 HWH (HWH) financing proceeds be used?

The parties anticipate that the $10,000,000 in proceeds will be used for general working capital and to permit HWH International Inc. to expand its operations. This indicates the capital is intended to support day‑to‑day funding needs and future growth initiatives as described.

Q: What happened to HWH’s planned acquisition of Hapi Metaverse Inc.?

HWH and majority stockholder Alset Inc. terminated the planned purchase of 505,341,376 Hapi Metaverse Inc. shares that would have used a $19,910,603 convertible note. A Termination Agreement dated May 6, 2026 leaves neither party with further rights or obligations under the original Stock Purchase Agreement.

Q: What registration obligations arise from the new HWH (HWH) financing?

Under the Term Sheet, HWH must file a registration statement covering the 20,000,000 shares issued to the Investor and the shares underlying the 160,000,000 warrants. This filing must occur within sixty days after the closing of the transaction, providing resale registration for these securities.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

$10,000,000 capital infusion from Smart Dynamics Technology Limited is expected to provide general working capital and support expansion of HWH International Inc.’s operations, enhancing liquidity if the transaction closes.
Termination of the Hapi Metaverse acquisition removes the need for a $19,910,603 convertible note at $1.85 per share, avoiding additional debt-like obligations and potential future share issuance tied to that structure.

Negative

Significant potential dilution from issuing 20,000,000 new common shares plus warrants for 160,000,000 shares at $0.63 could materially increase HWH International Inc.’s share count if fully exercised.
Two-year anti-dilution protection limits HWH International Inc.’s ability to issue new equity without Investor consent, potentially constraining future equity financing flexibility during that period.
Investor board representation with rights to appoint three directors could meaningfully shift board composition and influence if the financing closes.
Expanded 2025 Incentive Compensation Plan adding up to 2,000,000 shares for compensation increases potential equity overhang, though subject to a 12‑month lockup and majority stockholder approval.

Insights

HWH lines up $10M strategic capital with major potential dilution and governance shifts.

HWH International agreed a $10,000,000 equity and warrant financing with Smart Dynamics Technology Limited. The structure combines 20,000,000 new common shares with warrants for 160,000,000 shares at $0.63, exercisable immediately for four years in a Regulation S offshore deal.

The Term Sheet grants two years of anti-dilution rights on new equity and allows the Investor to appoint three directors, concentrating influence if the transaction closes. Closing requires majority stockholder approval and standard conditions, and the company must file a registration statement for the shares and warrant shares within sixty days of closing.

HWH and its majority stockholder Alset Inc. also terminated a planned Hapi Metaverse Inc. acquisition that involved a $19,910,603 convertible note at $1.85 per share with 1% interest over five years. Additionally, the 2025 Incentive Compensation Plan share pool increases by up to 2,000,000 shares, all subject to a 12‑month lockup and majority stockholder approval under Nasdaq Listing Rules.

8-K Event Classification

4 items: 1.01, 1.02, 5.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Financing size: $10,000,000 New common shares: 20,000,000 shares Warrant shares: 160,000,000 shares +5 more

8 metrics

Financing size $10,000,000 Aggregate purchase price under Term Sheet with Investor

New common shares 20,000,000 shares Newly issued unregistered common stock to Investor

Warrant shares 160,000,000 shares Shares underlying warrants at $0.63 exercise price

Warrant exercise price $0.63 per share Exercise price for 160,000,000 warrant shares

Anti-dilution period 2 years Period during which new equity needs Investor consent

Terminated deal value $19,910,603 Planned purchase price for Hapi Metaverse shares

Convertible note rate 1% per annum Interest rate on the canceled Hapi Metaverse note

Incentive plan increase 2,000,000 shares Additional shares authorized under 2025 Incentive Plan

Key Terms

Term Sheet, Regulation S, anti-dilution rights, Incentive Compensation Plan, +1 more

5 terms

Term Sheet financial

"entered into a term sheet (the “Term Sheet”) with Smart Dynamics Technology Limited"

A term sheet is a short, non-binding summary of the main points agreed between parties before a formal investment, loan, or acquisition is completed. Think of it as a blueprint that lists price, ownership split, key rights and conditions, and timelines so everyone knows the deal’s structure before lawyers draft final contracts. Investors care because it signals the likely economic terms, risks, and protections they will get and can make or break whether a transaction proceeds.

Regulation S regulatory

"offering in accordance with Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

anti-dilution rights financial

"grant the Investor anti-dilution rights for a period of two years"

Incentive Compensation Plan financial

"amendment to the Company’s 2025 Incentive Compensation Plan to permit the Company to issue"

An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.

Nasdaq Listing Rules regulatory

"Pursuant to Nasdaq Listing Rules, the Company will be required to seek the approval"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

FAQ

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

What financing did HWH (HWH) agree with Smart Dynamics Technology Limited?

HWH agreed 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 shares at $0.63. The warrants are exercisable immediately and expire four years after issuance under a Regulation S offshore structure.

How will the $10,000,000 HWH (HWH) financing proceeds be used?

The parties anticipate that the $10,000,000 in proceeds will be used for general working capital and to permit HWH International Inc. to expand its operations. This indicates the capital is intended to support day‑to‑day funding needs and future growth initiatives as described.

What anti-dilution and governance rights does the HWH (HWH) investor receive?

For two years after closing, HWH may not sell new equity securities without the Investor’s consent, subject to exceptions. In addition, upon closing, the Investor would gain the right to appoint three directors to HWH’s Board of Directors, increasing its governance influence over the company.

What happened to HWH’s planned acquisition of Hapi Metaverse Inc.?

HWH and majority stockholder Alset Inc. terminated the planned purchase of 505,341,376 Hapi Metaverse Inc. shares that would have used a $19,910,603 convertible note. A Termination Agreement dated May 6, 2026 leaves neither party with further rights or obligations under the original Stock Purchase Agreement.

How is HWH (HWH) changing its 2025 Incentive Compensation Plan?

The Board and Compensation Committee approved an amendment allowing issuance of up to an additional 2,000,000 common shares under the 2025 Incentive Compensation Plan. These awards will carry a 12‑month lockup and the material plan amendment requires approval from stockholders holding a majority of outstanding common stock.

What registration obligations arise from the new HWH (HWH) financing?

Under the Term Sheet, HWH must file a registration statement covering the 20,000,000 shares issued to the Investor and the shares underlying the 160,000,000 warrants. This filing must occur within sixty days after the closing of the transaction, providing resale registration for these securities.

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

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Accepted by SEC EDGAR 05/07/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

HWH International Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-41254

87-3296100

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4800 Montgomery Lane, Suite 210 Bethesda, MD		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 971-3955

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		HWH		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Term Sheet

On May 5, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a term sheet (the “Term Sheet”) with Smart Dynamics Technology Limited, a company incorporated in the British Virgin Islands (the “Investor”), pursuant to which the Company has agreed to sell to the Investor, for an aggregate purchase price of $10,000,000:

(i) 20,000,000 newly issued unregistered shares of the Company’s common stock; and

(ii) warrants to purchase 160,000,000 newly issued, unregistered shares of the Company’s common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on the fourth anniversary of their issuance.

The Term Sheet contains certain provisions which would, upon the closing of the transactions contemplated by the Term Sheet, grant the Investor anti-dilution rights for a period of two years from the closing in which the Company would not be able to sell new equity securities without the consent of the Investor, subject to certain exceptions as set forth in the term sheet. Further, upon the closing, the Investor would be given the right to appoint three directors to the Company’s Board of Directors, subject to the conditions described in the Term Sheet. Pursuant to the Term Sheet, the Company would be required to file a registration statement registering the 20,000,000 shares issuable to the Investor, and the shares underlying the warrants, within sixty days of the closing.

The parties anticipate that the proceeds from this transaction will be for general working capital and permit the Company to expand its operations.

The sale of securities to the Investor contemplated by this transaction is being made to non-U.S. persons in an offshore offering in accordance with Regulation S under the Securities Act of 1933, as amended.

The Company and the Investor anticipate entering into definitive agreements for the transactions described above in the immediate future. The Term Sheet will expire three months from the date thereof.

The closing of the transaction contemplated by the Term Sheet will be subject to standard closing conditions, including the approval by the stockholders of the Company holding a majority of the Company’s common stock.

The above description of the transaction is qualified in its entirety by reference to the Term Sheet attached hereto as Exhibit 10.1 and incorporated herein by reference.

Termination of Planned Acquisition of Hapi Metaverse Inc.

On February 5, 2026, Alset Inc., the Company’s majority stockholder entered into a Stock Purchase Agreement with the Company, pursuant to which Alset Inc. agreed to sell to the Company 505,341,376 shares of Hapi Metaverse Inc., a Delaware corporation (“Hapi Metaverse”) for a purchase price of $19,910,603 in the form of a promissory note convertible into newly issued shares of common stock of the Company (the “Convertible Note”).

The Convertible Note would bear a simple interest rate of 1% per annum. Under the terms of the Convertible Note, the Seller could convert any outstanding principal and interest into shares of the Company’s common stock at $1.85 per share upon ten (10) days’ notice prior to maturity of the Convertible Note in five (5) years.

The Board of the Company has determined that it is advisable and in the best interests of the Company not to proceed with acquisition of Hapi Metaverse Inc. The Company and Alset Inc. mutually agreed to not proceed with the closing of the acquisition of Hapi Metaverse. Alset Inc. and the Company entered into a Termination Agreement, dated as of May 6, 2026 (the “Termination Agreement”).

Under the terms of the Termination Agreement, neither the Company nor Alset Inc. has any further rights or obligations pursuant to the Stock Purchase Agreement.

The above description of the termination of the Hapi Metaverse transaction is qualified in its entirety by reference to the Termination Agreement attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information included in Item 1.01 of this Current Report on Form 8-K relating to the Company’s Termination Agreement, and the termination of the planned acquisition of the shares of Hapi Metaverse, is incorporated by reference in this Item 1.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company’s Board of Directors and Compensation Committee have approved an amendment to the Company’s 2025 Incentive Compensation Plan to permit the Company to issue up to an additional 2,000,000 shares of the Company’s common stock to officers, directors, employees and certain other persons who have provided, or shall provide, services to the Company, in addition to those shares already authorized under such plan. Pursuant to the Term Sheet, any such shares granted as compensation will have a lock up of 12 months.

Pursuant to Nasdaq Listing Rules, the Company will be required to seek the approval of stockholders holding a majority of our issued and outstanding common stock in order to materially amend the 2025 Incentive Compensation Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Term Sheet, between HWH International Inc. and Smart Dynamics Technology Limited, dated as of May 5, 2026.
10.2		Termination Agreement, between Alset Inc. and HWH International Inc., dated as of May 6, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	HWH INTERNATIONAL INC.

Dated: May 7, 2026	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

HWH International plans $10M equity and warrant deal