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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): July 2, 2025
HWH
International Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
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
4.01 Changes in Registrant’s Certifying Accountant.
On
July 2, 2025, the Board of Directors of HWH International Inc. (the “Company”) dismissed Grassi & Co., CPAs, P.C.
(“Grassi”) as its independent registered public accounting firm at the recommendation of the Audit Committee. Grassi’s
audit report on the Company’s financial statements for the years ended December 31, 2024 and 2023 did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the year ended December 31, 2024, and during the subsequent interim period preceding the date of dismissal, there were
(i) no disagreements with Grassi on any matter of accounting principles or practices, financial statement disclosure or auditing scope
or procedure, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The
Company has requested Grassi to furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether it
agrees with the statements made above by the Company. The Company has filed this letter as exhibit 16.1 to this Current Report
on Form 8-K.
On
July 2, 2025, the Company engaged HTL International, LLC (“HTL”) as its independent registered public accounting
firm for the Company’s fiscal year ending December 31, 2025. The decision to engage HTL was recommended by the Company’s
Audit Committee and approved by the Company’s Board of Directors.
During
the two most recent fiscal years and through the Engagement Date, the Company has not consulted with HTL regarding either:
| 1. |
The application of accounting
principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that
HTL concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or |
| |
|
| 2. |
Any matter that was either
the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto)
or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K). |
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 16.1 |
|
Letter from Grassi & Co., CPAs, P.C. |
| 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 report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
July 2, 2025 |
HWH INTERNATIONAL INC. |
| |
|
|
| |
By: |
/s/ Rongguo
Wei |
| |
Name: |
Rongguo Wei |
| |
Title: |
Chief Financial Officer |
