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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 |
