HWH International gets Nasdaq equity deficiency notice

HWH International Inc. received a notice from Nasdaq that it no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HWH International Inc. received a notice from Nasdaq that it no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement. The company reported stockholders’ equity of $2,078,220 as of March 31, 2026, below the required $2.5 million under Listing Rule 5550(b)(1).

The company also did not meet alternative continued-listing standards based on market value of listed securities or net income from continuing operations as of May 29, 2026. HWH’s common stock continues to trade on Nasdaq while it works to regain compliance.

HWH has 45 calendar days from May 29, 2026, until July 13, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 calendar days, until November 25, 2026, for HWH to restore compliance; otherwise, the company can appeal any adverse decision.

Positive

None.

Negative

Nasdaq equity deficiency and delisting risk: HWH International’s stockholders’ equity of $2,078,220 as of March 31, 2026 is below Nasdaq’s $2.5 million minimum under Listing Rule 5550(b)(1), and the company also fails alternative listing criteria, creating a clear risk of eventual delisting if compliance is not restored.

Insights

Nasdaq equity deficiency notice adds real delisting risk for HWH.

Nasdaq has notified HWH International that its stockholders’ equity of $2,078,220 is below the $2.5 million minimum required by Listing Rule 5550(b)(1). The company also fails alternative criteria based on market value or net income, so it currently does not meet any of the available standards.

HWH’s shares remain on the Nasdaq Capital Market while it attempts to regain compliance. The company has 45 days from May 29, 2026 to submit a remediation plan; Nasdaq may allow up to 180 days, until November 25, 2026, for full compliance. Actual outcomes depend on Nasdaq’s review and any actions the company takes to strengthen equity.

The notice does not immediately affect operations or SEC reporting, but a failure to satisfy Nasdaq’s requirements could eventually lead to delisting and reduced trading liquidity. Subsequent company communications and Nasdaq determinations will clarify whether HWH successfully restores compliance within the allowed time frame.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Stockholders’ equity: $2,078,220 Nasdaq minimum equity requirement: $2.5 million Plan submission window: 45 calendar days +3 more

6 metrics

Stockholders’ equity $2,078,220 As reported in Form 10-Q for period ended March 31, 2026

Nasdaq minimum equity requirement $2.5 million Listing Rule 5550(b)(1) for Nasdaq Capital Market

Plan submission window 45 calendar days From May 29, 2026 to July 13, 2026 to submit plan

Maximum extension period 180 calendar days From May 29, 2026 to November 25, 2026 to regain compliance

Plan deadline July 13, 2026 Last day to submit compliance plan to Nasdaq

Potential final compliance date November 25, 2026 Latest date for regaining compliance if extension granted

Key Terms

stockholders’ equity, Nasdaq Capital Market, Listing Rule 5550(b)(1), emerging growth company, +1 more

5 terms

stockholders’ equity financial

"the Company’s stockholders’ equity of $2,078,220 as reported in the Company’s Quarterly Report"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

Nasdaq Capital Market regulatory

"for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1)"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Listing Rule 5550(b)(1) regulatory

"minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1)"

Listing Rule 5550(b)(1) is a Nasdaq listing standard that sets a minimum share price requirement companies must meet to stay listed on the exchange. It matters to investors because falling below that threshold can trigger delisting procedures, which often reduce a stock’s visibility, trading liquidity and value; think of it like a minimum score needed to remain in a sports league — miss it and you risk being dropped until you improve.

emerging growth company regulatory

"Emerging growth company Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

forward-looking statements financial

"contains forward-looking statements regarding, among other things, our future operating results and financial position"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq notice did HWH (HWH) receive about its listing?

HWH International received a Nasdaq notice that it is not in compliance with the Nasdaq Capital Market’s minimum stockholders’ equity requirement. Nasdaq cited Listing Rule 5550(b)(1) and noted HWH also does not meet alternative standards based on market value or net income.

Why is HWH (HWH) out of compliance with Nasdaq’s equity rule?

HWH International reported stockholders’ equity of $2,078,220 as of March 31, 2026, below Nasdaq’s $2.5 million minimum under Listing Rule 5550(b)(1). Nasdaq also found the company did not meet the alternative standards for market value of listed securities or net income from continuing operations.

Is HWH (HWH) being delisted from Nasdaq immediately?

HWH International’s common stock remains listed and traded on the Nasdaq Capital Market for now. The notice itself does not cause immediate delisting; it starts a process during which HWH can submit a plan and potentially regain compliance with Nasdaq’s continued listing standards.

How long does HWH (HWH) have to regain Nasdaq compliance?

HWH International has 45 calendar days from May 29, 2026, until July 13, 2026, to submit a compliance plan to Nasdaq. If Nasdaq accepts the plan, it may grant up to 180 calendar days, until November 25, 2026, for HWH to regain full compliance with Listing Rule 5550(b)(1).

Does the Nasdaq notice affect HWH (HWH) operations or SEC reporting?

The Nasdaq notice does not affect HWH International’s ongoing business operations or its reporting obligations with the SEC. It strictly relates to meeting Nasdaq Capital Market listing requirements and sets deadlines for HWH to present and execute a plan to restore stockholders’ equity compliance.

What does HWH (HWH) plan to do in response to Nasdaq’s letter?

HWH International stated it intends to submit to Nasdaq, within the required 45-day period ending July 13, 2026, a plan to regain compliance with Listing Rule 5550(b)(1). The specific actions that might be included in that plan are not detailed in the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 05:21 PM

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): May 29, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 29, 2026 HWH International Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1) because the Company’s stockholders’ equity of $2,078,220 as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 was below the required minimum of $2.5 million, and because, as of May 29, 2026, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations.

The Company’s common stock will continue to be listed and traded on Nasdaq, subject to the Company’s ability to regain compliance with the listing standards. The Company has 45 calendar days from May 29, 2026, or until July 13, 2026, to submit to Nasdaq a plan to regain compliance with Listing Rule 5550(b)(1). If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from May 29, 2026, or until November 25, 2026, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal such decision to a Nasdaq hearings panel.

The Company intends to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Listing Rule 5550(b)(1). There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance with Listing Rule 5550(b)(1) or maintain compliance with Nasdaq requirements in the future.

The Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and does not affect the Company’s business, operations, or reporting requirements with the Securities and Exchange Commission.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Current Report on Form 8-K (this “Report”) contains forward-looking statements regarding, among other things, our future operating results and financial position, our business strategy, and other objectives for our future operations. The words “anticipate,” “believe,” “intend,” “expect,” “may,” “estimate,” “predict,” “project,” “potential” and similar expression are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

You should read this Report completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Report are made as of the date of this Report, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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: May 29, 2026	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

HWH International gets Nasdaq equity deficiency notice