[8-K] HWH International Inc. Reports Material Event

Rhea-AI Filing Summary

HWH International Inc. reported the results of its 2025 Annual Meeting of Stockholders. As of the September 22, 2025 record date, 6,476,400 shares of common stock were issued, outstanding, and entitled to vote, and 5,573,587 shares were represented at the meeting, constituting a quorum.

Stockholders elected all five director nominees to serve until the next annual meeting or until their successors are qualified. They also ratified the appointment of HTL International, LLC as the company’s independent registered public accounting firm for the year ending December 31, 2025, with 5,569,443 votes for, 1,256 against, and 2,888 abstentions.

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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): November 20, 2025

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 Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders

On November 20, 2025, HWH International Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of September 22, 2025, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 6,476,400 shares of Company common stock, par value $0.0001, issued and outstanding and entitled to vote at the Annual Meeting. A total of 5,573,587 shares of common stock, constituting a quorum, were represented virtually or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

Proposal 1. At the Annual Meeting, the terms of five (5) members of the Board expired. All of the five (5) nominees for director were elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until such director’s prior death, resignation, retirement, disqualification or removal. The result of the votes to elect the five (5) directors was as follows:

Directors		For				Withheld				Broker Non-Votes
Chan Heng Fai			5,102,960				4,211				466,416
Wong Tat Keung			5,103,554				3,617				466,416
William Wu			5,103,799				3,372				466,416
Wong Shui Yeung			5,085,893				21,278				466,416
Lim Sheng Hon Danny			5,100,221				6,950				466,416

Proposal 2. At the Annual Meeting, the stockholders ratified the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The result of the votes to ratify the appointment of HTL International, LLC was as follows:

For		Against		Abstain
5,569,443		1,256		2,888

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
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: November 20, 2025	HWH INTERNATIONAL INC.
	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Chief Financial Officer

FAQ

What did HWH (HWH International Inc.) report in its November 20, 2025 Form 8-K?

HWH reported the results of its 2025 Annual Meeting of Stockholders, including director elections and the ratification of its independent registered public accounting firm.

How many HWH shares were eligible to vote at the 2025 Annual Meeting?

As of the September 22, 2025 record date, 6,476,400 shares of HWH common stock were issued, outstanding, and entitled to vote at the 2025 Annual Meeting.

What was the quorum at HWH International Inc.’s 2025 Annual Meeting?

A total of 5,573,587 shares of HWH common stock were represented virtually or by proxy at the 2025 Annual Meeting, constituting a quorum.

Were all HWH director nominees elected at the 2025 Annual Meeting?

Yes. All five nominees—Chan Heng Fai, Wong Tat Keung, William Wu, Wong Shui Yeung, and Lim Sheng Hon Danny—were elected to serve until the next annual meeting or until their successors are elected and qualified.

Which audit firm did HWH stockholders ratify for the year ending December 31, 2025?

Stockholders ratified HTL International, LLC as HWH International Inc.’s independent registered public accounting firm for the year ending December 31, 2025.

What were the vote totals on HWH’s auditor ratification proposal in 2025?

The proposal to ratify HTL International, LLC received 5,569,443 votes for, 1,256 votes against, and 2,888 abstentions.