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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): 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 |
