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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 10, 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 |
|
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
1.01 Entry into a Material Definitive Agreement
The
disclosure contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
September 10, 2025, Alset F&B Holdings Pte. Ltd., (“Seller”), a Singapore subsidiary of HWH International
Inc., a Delaware corporation (the “Company”), entered into a sale and purchase agreement (the “Sale and
Purchase Agreement”) with Alset International Limited (“Buyer”), pursuant to which the Seller agreed
to sell 70% of the outstanding shares of its subsidiary, Alset F&B One Pte. Ltd. (“Alset F&B One”)
to the Buyer in exchange for S$218,941.26 Singapore Dollars (equal to approximately $170,754 U.S. Dollars). Alset F&B
One was incorporated in Singapore on April 10, 2017, and operates a cafe in Singapore. It generated approximately $470,000 U.S. Dollars
in revenue in 2024. Following this sale, the Seller will continue to own 20% of Alset F&B One.
The
Buyer is a significant stockholder of the Company.
The Company’s Chairman, Chan Heng Fai, is also the Chairman and Chief Executive Officer of the Buyer. In addition,
two of the three other members of the Company’s Board of Directors, namely Wong Shui Yeung and Wong Tat Keung, are also
directors of the Buyer.
The
sale of shares of Alset F&B One pursuant to the Sale and Purchase Agreement was completed on September 10, 2025.
The
foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the complete text of the Sale and Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The
Company has included as Exhibit 99.1 to this Current Report on Form 8-K unaudited pro forma condensed consolidated financial information
to illustrate the pro forma effects of the sale of shares of Alset F&B One pursuant to the Sale and Purchase Agreement.
Item
9.01 Financial Statements and Exhibits
(b)
Pro Forma Financial Information.
Unaudited
pro forma condensed consolidated financial information of the Company, giving effect to the transaction contemplated by the Sale and
Purchase Agreement described in Item 2.01 of this Current Report on Form 8-K, is filed as Exhibit 99.1.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Sale
and Purchase Agreement with Alset International Limited dated September 10, 2025. |
| 99.1 |
|
Unaudited
Pro Forma Condensed Consolidated Financial Information of HWH International Inc. |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are 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:
September 16, 2025 |
HWH
INTERNATIONAL INC. |
| |
|
|
| |
By: |
/s/
Rongguo Wei |
| |
Name: |
Rongguo
Wei |
| |
Title: |
Chief
Financial Officer |
