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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): June 8, 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.
Amendment
to Securities Purchase Agreement
On
May 27, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”) with Smart Dynamics Technology Limited (the “Purchaser”), pursuant to which
the Company will sell (i) 20,000,000 (twenty million) fully paid, non-assessable shares of its Common Stock and (ii) warrants to purchase
up to 160,000,000 (one hundred and sixty million) 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 the closing of the transactions contemplated by the Securities Purchase
Agreement for an aggregate purchase price of $10,000,000 (the “PIPE”).
The
Securities Purchase Agreement was made and entered into pursuant to the terms of that certain Term Sheet entered into by the Company
and the Purchaser on May 5, 2026.
On
June 8, 2026, the Company entered into Amendment No. 1 to the Securities Purchase Agreement with the Purchaser (the “Amendment”).
The Amendment amends the Securities Purchase Agreement in order to: (i) add a closing condition to require the Company’s receipt
of an extension from Nasdaq to regain compliance with the stockholders’ equity continued listing requirement; (ii) amend the definition
of “Purchaser Consent Matter” in the Securities Purchase Agreement to explicitly permit affiliates of the Company
to invest $500,000 into the Company; and (iii) include the proposed investment by affiliate of the Company in Section 3.1(f) of the
Securities Purchase Agreement, Capitalization.
The
above description of the PIPE is qualified in its entirety by reference to the Securities Purchase Agreement attached as Exhibit 10.2
to this current report and incorporated herein by reference, as amended by the Amendment attached as Exhibit 10.1 to this current report.
The
closing of the PIPE 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.
This
current report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities have not
been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from
registration under the Securities Act.
Stock Purchase Agreement with Alset Inc.
On June 8, 2026 the Company entered into a Stock
Purchase Agreement with Alset Inc. (“Alset”), pursuant to which Alset agreed to purchase 250,000 shares of the Company’s
common stock (the “Shares”) for a total of $500,000, representing a purchase price of $2.00 per share. Alset is the majority
shareholder of the Company, and immediately prior to the effectiveness of the Stock Purchase Agreement, Alset directly and through its
subsidiaries owned 79.8% of the issued and outstanding shares of HWH common stock.
Following this investment, Alset directly and
through its subsidiaries will now own 80.5% of the issued and outstanding shares of HWH common stock, prior to the closing of the PIPE described above.
Our Chairman and Chief Executive Officer, Chan
Heng Fai, is also the Chairman, Chief Executive Officer and majority stockholder of Alset. In addition, the four other members of our
board of directors are also directors of Alset, and two of our officers are also officers or directors of Alset.
Alset’s
investment is intended to support the growth and development of HWH prior to the PIPE described above.
The foregoing description of the Stock Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement,
a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth under Item 1.01 is incorporated by reference into this Item 3.02. The sale
of securities contemplated by the Stock Purchase Agreement between the Company and Alset was completed on June 9,
2026.
The
securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”). The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2)
thereof and Rule 506 of Regulation D thereunder.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment No. 1 to Securities Purchase Agreement between HWH International Inc. and Smart Dynamics Technology Limited, dated as of June 8, 2026. |
| 10.2 |
|
Securities Purchase Agreement between HWH International Inc. and Smart Dynamics Technology Limited, dated as of May 27, 2026, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2026. |
| 10.3 |
|
Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2026. |
| 10.4 |
|
Term Sheet, between HWH International Inc. and Smart Dynamics Technology Limited, dated as of May 5, 2026, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2026. |
| 10.5 |
|
Stock Purchase Agreement, between Alset Inc. and HWH International Inc., dated as of June 8, 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:
June 9, 2026 |
By: |
/s/
Rongguo Wei |
| |
Name: |
Rongguo Wei |
| |
Title: |
Chief Financial Officer |
