false
0001897245
0001897245
2026-07-24
2026-07-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 24, 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
8.01. Other Events.
As
previously disclosed in the Current Report on Form 8-K filed on May 29, 2026, HWH International Inc. (the “Company”) received
a 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.
On
June 18, 2026, the Company submitted a compliance plan to Nasdaq. As part of its compliance plan
submitted to Nasdaq on June 18, 2026, the Company identified two transactions intended to remedy the stockholders’ equity
deficiency: the sale of 250,000 shares to Alset Inc. for $500,000, which closed on June 9, 2026, and the Securities Purchase
Agreement with Smart Dynamics Technology Limited described below. Following the consummation of these transactions, we anticipate
that the Company will have remedied the deficiency identified under Nasdaq Listing Rule 5550(b)(1) and will satisfy the applicable
stockholders’ equity requirement.
On July 24, 2026, Nasdaq granted the Company an extension to regain
compliance. In order to regain compliance the Company must, on or before August 31, 2026, furnish evidence of its compliance with the
stockholders’ equity requirement through a publicly available report, and must evidence compliance upon filing its periodic report
for September 30, 2026.
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.
On
May 27, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Smart Dynamics
Technology Limited (the “Purchaser”), pursuant to which the Company will sell (i) 20,000,000 (twenty million) fully paid,
non-assessable shares of its Common Stock and (ii) warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the
Company’s common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on the fourth anniversary
of the closing of the transactions contemplated by the Securities Purchase Agreement for an aggregate purchase price of $10,000,000.
On
June 8, 2026, the Company entered into Amendment No. 1 to the Securities Purchase Agreement with the Purchaser (the “Amendment”).
The Amendment amends the Securities Purchase Agreement in order to, among other items: add a closing condition to require the Company’s
receipt of an extension from Nasdaq to regain compliance with the stockholders’ equity continued listing requirement. This closing
condition has now been completed.
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:
July 29, 2026 |
By: |
/s/
Rongguo Wei |
| |
Name: |
Rongguo
Wei |
| |
Title: |
Chief
Financial Officer |
