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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): September
11, 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.
On
September 11, 2026, HWH International Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Stock
Purchase Agreement”) with Smart Dynamics Technology Limited, the Company’s majority stockholder. Pursuant to the Stock Purchase
Agreement, the Company agreed to purchase all of the issued and outstanding shares (the “Shares”) of Hearty Nova Limited,
a British Virgin Islands limited company, from Smart Dynamics Technology Limited. The purchase price for the Shares will be $1.00.
Hearty
Nova Limited owns 51% of a joint venture company in Hong Kong, China Gas Africa Clean Energy Investment Holdings Limited (the “JV
Company”). The remaining 49% of the JV Company is owned by China Gas Holdings Limited (“CGH”).
The
Company’s Chairman, Liu Ming Hui, is both the owner of Smart Dynamics and the Chairman and a significant stockholder of CGH. Liu
Ming Xing, the Company’s Chief Executive Officer, also serves as an Executive Director of CGH. Liu Ming Hui and Liu Ming Xing are
brothers. Liu Chang is a member of the Company’s Board of Directors, Liu Ming Hui’s daughter, and an Executive Director of
CGH.
The
Company anticipates investing US$1,173,000 in the JV Company through Hearty Nova Limited, with CGH investing $1,127,000 in the JV Company
(such investment amounts reflect the parties’ relative ownership). This funding will be provided as and when required, with
the amount and timing subject to the necessary approvals at that time. The JV Company intends to develop, construct and operate a
natural gas processing plant in Nigeria, and anticipates borrowing from non-affiliated parties to finance the remaining expenses of this
project.
The
closing of the Stock Purchase Agreement will be subject to standard closing conditions.
The
foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to
its complete text, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
8.01 Other Events.
Planned
Name Change
The
Company’s Board of Directors has approved the change of the Company’s name from “HWH International Inc.” to “EnerSyn
Global Inc.” The Company will announce additional information regarding the timing of this name change in the near future.
The
new corporate name “EnerSyn Global Inc.” is strategically designed to reflect the Company’s planned expansion into
new areas, including energy, as the Company expands its operations.
The
prefix “Ener” is intended to reflect the Company’s plans to enter into areas which may include global oil and gas resources,
natural gas processing, coal-based energy production, and strategic mineral resources.
The
suffix “Syn”, derived from “Synthesis”, symbolizes what the Company believes will be a core competitive
differentiation: the synthesis, integration and digitalization of global energy assets. This term will embody the integration of
traditional energy processing, chemical synthesis business including natural gas-to-methanol production, and the future synchronized
deployment of Real World Asset (RWA) digitization infrastructure.
The
addition of “Global” demonstrates the Company’s sustained cross-border resource expansion strategy, global capital
market orientation, and its ambition to build a worldwide integrated energy industrial ecosystem.
The
Company continues to operate its existing business operations as well.
Nasdaq
Compliance Matter
As
previously disclosed in the Current Report on Form 8-K filed on May 29, 2026, the Company received
a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company
was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under
Listing Rule 5550(b)(1) because the Company’s stockholders’ equity of $2,078,220 as reported in the Company’s Quarterly
Report on Form 10-Q for the period ended March 31, 2026 was below the required minimum of $2.5 million, and because, as of May 29, 2026,
the Company did not meet the alternatives of market value of listed securities or net income from continuing operations.
In
connection with the above, on June 18, 2026, the Company submitted a compliance plan to Nasdaq (the “Compliance Plan”).
As part of its Compliance Plan, the Company identified transactions intended to remedy the stockholders’ equity deficiency,
including: (i) the sale of 250,000 shares to Alset Inc. for $500,000, which closed on June 9, 2026; and (ii) the sale of 20,000,000
shares of the Company’s common stock and warrants to purchase an additional 160,000,000 shares of the Company’s common
stock to Smart Dynamics Technology Limited for $10,000,000, which closed on August 10, 2026.
Following
the closing of these two transactions, the Company now affirms that it believes it has regained compliance with the stockholders’
equity requirement.
On July 30, 2026, the Company filed its Quarterly
Report on Form 10-Q for the period ended June 30, 2026. As reported in such Form 10-Q, as of June 30, 2026, the Company had stockholders’
equity of $2,798,599, which exceeded the $2.5 million minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1).
Following the closing of the Smart Dynamics transaction on August 10, 2026, the Company’s stockholders’ equity has increased
by $10 million.
On
August 28, 2026, the Nasdaq sent the Company a Stockholders’ Equity Conditional Compliance Letter reflecting that based on the
stockholders’ equity set forth in the Company’s Form 10-Q for the period ended June 30, 2026, the Staff has determined that
the Company complies with Listing Rule 5550(b)(1).
The
Nasdaq noted that it will continue to monitor the Company’s ongoing compliance with the stockholders’ equity
requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to
delisting.
Forward-Looking
Statements
This
report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
are based on management’s current expectations and assumptions, which are subject to risks, uncertainties and other factors that
may cause actual results to differ materially from the statements contained herein. Forward-looking statements in this release include
statements regarding the Company’s future business development. All forward-looking statements speak only as of the date of this
report. The Company undertakes no obligation to update or revise any forward-looking statements.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Stock Purchase Agreement dated September 11, 2026, between HWH International Inc. and Smart Dynamics Technology Limited |
| 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:
September 11, 2026 |
By: |
/s/
Rongguo Wei |
| |
Name: |
Rongguo Wei |
| |
Title: |
Chief Financial Officer |
