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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): August 7, 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
1.01 Entry into a Material Definitive Agreement.
Securities
Purchase Agreement
On
May 27, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”) with Smart Dynamics Technology Limited (the “Purchaser”), pursuant to which
the Company agreed to sell (i) 20,000,000
(twenty million) 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 August
10, 2030
(the “Common Stock Purchase Warrant”) for an aggregate purchase price of $10,000,000. The Securities Purchase Agreement was
amended on June 8, 2026 (the “Amendment,” the transactions contemplated by the Securities Purchase Agreement, as amended,
are referred to herein as the “PIPE”). The PIPE was approved by stockholders holding a majority of the Company’s common
stock on June 12, 2026.
The
PIPE closed on August 10, 2026, and the Company issued the common stock and warrants described above.
The
above description of the terms and conditions of the Securities Purchase Agreement, the Common Stock Purchase Warrant, and the Amendment
does not purport to be complete, and is qualified in its entirety by reference to the full text of each, copies of which are included
as exhibits hereto, incorporated by reference to Exhibits 10.2, 10.3 and 10.4 hereto.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 under the caption “Securities Purchase Agreement” is incorporated by reference into
this Item 3.02.
The
securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”). The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2)
thereof and Rule 506 of Regulation D thereunder.
Item
5.01 Changes in Control of Registrant.
The
information set forth under Item 1.01 under the caption “Securities Purchase Agreement” is incorporated by reference into
this Item 5.01.
Following
the issuance of the 20,000,000 shares of the Company’s common stock to the Purchaser, the Purchaser now owns approximately 67.3%
of the outstanding shares of Common Stock of the Company, calculated based on 29,726,400 shares of the Company’s common
stock issued and outstanding following the issuance of the PIPE shares. Upon exercise of the Purchaser’s warrants to purchase 160,000,000
shares of the Company’s common stock, the Purchaser would own approximately 95% of the Company’s common stock, calculated
based on 29,276,400 shares of the Company’s common stock issued and outstanding. The ownership position resulting from such
issuance has made the Purchaser the Company’s largest holder of Common Stock, constituting a change of control. The Company’s
former majority stockholder, Alset Inc., beneficially owned 56.9% of the Company’s common stock immediately prior to the
closing of the PIPE. Alset Inc.’s majority stockholder is Chan Heng Fai, the Company’s Chairman and Chief Executive Officer,
who personally and through Alset Inc. and its subsidiaries, beneficially owned 82.4% of the Company’s common stock prior
to the closing of the PIPE. Following the closing of the PIPE, Mr. Chan and Alset Inc. beneficially own 27% and 18.6%
of the Company’s issued and outstanding common stock, respectively, based on 29,726,400 shares of the Company’s common
stock issued and outstanding as of the date hereof.
The
source of the Purchaser’s funds for the PIPE was its general working capital.
The
Purchaser has been granted the right to appoint three directors to the Company’s Board of Directors, subject to the conditions
described in the Securities Purchase Agreement. The size of the Company’s Board of Directors will therefore increase to eight.
The
Securities Purchase Agreement contains certain provisions which granted the Purchaser anti-dilution rights for a period of two years
from the closing in which the Company will not be able to sell new equity securities without the consent of the Purchaser, subject to
certain exceptions as set forth therein.
Further,
pursuant to the Securities Purchase Agreement, the Company is required to file a registration statement registering the 20,000,000 shares
issuable to the Purchaser, and the 160,000,000 shares underlying the warrants, within sixty days of the closing.
There
are no arrangements known to the Company the operation of which may at a subsequent date result in a change in control of the Company.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
New
Directors
On
August 10, 2026, Liu Chang, Liu Ming Xing, and Liu Ming Hui were appointed as members of the Company’s Board of Directors
(the “New Directors”). The Company’s Board of Directors has therefore increased from five to eight. The New Directors
were selected as directors pursuant to the terms of the Securities Purchase Agreement between the Company and the Purchaser, which granted
the Purchaser the right to appoint three directors to the Company’s Board of Directors, subject to the conditions described therein.
The New Directors have not been named to any committees of the Company’s Board of Directors as of the date hereof.
The
above description of the terms and conditions of the Securities Purchase Agreement does not purport to be complete, and is qualified
in its entirety by reference to the full text thereof, copies of which are included as exhibits hereto, incorporated by reference to
the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 27, 2026.
Ms.
Liu Chang (Cathy Liu), age 37, brings a well-rounded portfolio of professional expertise and cross-functional experience spanning
business operations, legal compliance, corporate finance, and digital governance. Ms. Liu currently serves at China Gas Holdings Limited
(“China Gas”), where she oversees three core business verticals: value-added services, digitalization development, and the
electricity and new energy business. In this capacity, Ms. Liu is also responsible for the legal affairs, corporate finance, and investor
relations, demonstrating proven capabilities in strategic operations and corporate governance at China Gas.
With
an extensive track record across the energy sector, capital markets, and digital transformation, Ms. Liu is uniquely equipped to deliver
multifaceted insights and robust oversight to board-level decisions. She is admitted to practice law in New York State, is a Chartered
Financial Analyst (CFA), and earned the Cyber Security Competence Certification from the National Internet Emergency Center in China.
This integrated background in law, finance, and digital security enables Ms. Liu to bring diversified, independent insights to board
deliberations, supporting sound decision-making, rigorous risk oversight, and long-term value creation for the Company and its stockholders.
Mr.
Liu Ming Hui, age 63, is the President and Chairman of the Board of China Gas, which is listed on the Main Board of Hong Kong Stock
Exchange (Stock Code: 00384), and is China’s largest trans-regional integrated energy supplier and service provider. He is also
the Chairman of the Executive Committee and the Nomination Committee, a Vice Chairman of the Sustainability Committee and a Director
of Zhongran Investment Limited Company, Zhongran Gas Industrial (Shenzhen) Company Limited, YPH Inc., China Gas Biomass Energy Technology
(Asia) Limited, China Gas Hongming Electricity Sales Limited and certain subsidiaries of China Gas.
Mr.
Liu was appointed as a non-executive Director of China Gas in August 2012 and was elected as an executive Director of the Company in
September 2012. He was a non-executive Director of China Gas from April 2002 to July 2002, an executive Director of China Gas from July
2002 to April 2011, and the Managing Director of China Gas from July 2002 to January 2011. He was re-appointed as the Managing Director
and President of the Company in August 2012. Mr. Liu is responsible for the overall strategic planning, development of new business,
and sustainability initiatives of China Gas.
Mr.
Liu holds a Bachelor of Science, a Master’s in Political Economics, and a Doctorate of Business Administration, which provides
him a solid theoretical foundation for addressing complex business and governance challenges.
Dr.
Liu Ming Xing, age 53, is the chief economist, the Chairman of the strategic development committee and executive Director of China
Gas, China’s largest trans-regional integrated energy supplier and service provider. Dr. Liu was appointed as a non-executive Director
of China Gas in July 2014.
Dr.
Liu is also currently a director of Beijing Zhongran Senchuang Technology Company Limited and China Gas Biomass Energy Technology (Asia)
Limited.
Dr.
Liu’s expertise in economics and finance, high-level policy advisory experience and hands-on corporate strategic governance capabilities
make him highly qualified to serve as a director of the Company.
With
long-standing research experience at leading universities and international institutions, Dr. Liu has deep expertise in economics and
finance. He has provided policy consulting for the Ministry of Finance and the Ministry of Education of China, the World Bank, the Organization
for Economic Co-operation and Development (OECD), the United Nations Educational, Scientific and Cultural Organization and the Department
for International Development of the United Kingdom, granting him sharp insight into regulatory trends and macroeconomic dynamics.
Backed
by systematic academic training and extensive research outputs, Dr. Liu brings independent judgment to board deliberations, supporting
financial decision-making and risk management.
Transactions
with Related Persons
Mr.
Liu Ming Hui and Dr. Liu Ming Xing are directors of Smart Dynamics Technology Limited, with Mr. Liu
Ming Hui being the sole shareholder. Ms. Liu Chang
is the daughter of Mr. Liu Ming Hui, and the niece of Dr. Liu Ming Xing, who is the brother of Mr. Liu Ming Hui. The New Directors are
not related to any other directors or officers of the Company.
The
information set forth under Item 1.01 under the caption “Securities Purchase Agreement” is incorporated by reference into
this Item 5.02.
Amendment
to 2025 Incentive Compensation Plan
On
May 5, 2026, the Company’s Board of Directors and Compensation Committee approved an amendment to the Company’s 2025 Incentive
Compensation Plan (the “Plan”) to permit the Company to (i) issue up to an additional 2,000,000 shares of the Company’s
common stock to officers, directors, employees and certain other persons who have provided, or shall provide, services to the Company,
in addition to those shares already authorized under such plan; and (ii) to amend the governing law of the Plan to be the laws of the
State of Nevada rather than the laws of the State of Delaware.
Pursuant
to Nasdaq Listing Rules, the Company received the approval of stockholders holding a majority of our issued and outstanding common stock
in order to amend the 2025 Incentive Compensation Plan on May 27, 2026.
On
July 13, 2026, the amendment to the Plan became effective.
Stock
Awards Pursuant to 2025 Incentive Compensation Plan
On
August 7, 2026, the Company awarded its directors, officers, and consultants to the Company as defined in the Plan certain stock awards
totaling 2,000,000 shares of the Company’s common stock for services rendered to the Company. The award amount for each director
and officer is set forth across from their name and title below:
| Name
|
|
Title |
|
Award
Amount (Shares) |
| Heng
Fai Chan |
|
Chairman
and Chief Executive Officer |
|
1,480,000 |
| Lim
Sheng Hon Danny |
|
Director
and Chief Operating Officer |
|
135,000 |
| Rongguo
Wei |
|
Chief
Financial Officer |
|
50,000 |
| William
Wu |
|
Independent
Director |
|
40,000 |
| Wong
Tat Keung |
|
Independent
Director |
|
20,000 |
| Wong
Shui Yeung |
|
Independent
Director |
|
20,000 |
| Other
individuals* |
|
|
|
255,000 |
*each of these individuals is a consultant to
the Company pursuant to the definition thereof provided in the Plan, and do not serve as directors or named executive officers of the
Company.
The
awards were made pursuant to the Plan and certain award agreements entered into with each of the awardees. The award agreements are
substantially similar except that the award agreements for U.S. persons have a one-year vesting period from the date of the award,
on which date if such condition is met, their awards will vest. The only named executive officer or director of the Company who is
a U.S. person is Rongguo Wei, the Company’s Chief Financial Officer. Each of the Company’s other directors and officers
is a non-U.S. person. Their award agreements contain a one-year lockup clause which prohibits their stock awards from being sold for one year from the award date, or until August 7, 2027. All of the award agreements grant the awardees
all the rights of a stockholder to receive dividends or distributions and vote their shares, notwithstanding the lock-up or vesting
restrictions, as applicable.
The
awards are not part of regular annual compensation and will not be awarded on a regularly recurring basis.
The above description
of the terms and conditions of the awards described above does not purport to be complete, and is qualified in its entirety by reference
to the full text of the 2025 Incentive Compensation Plan, as amended, and the form of Restricted Stock Award Agreements, copies of which
are included as exhibits hereto, incorporated by reference to Exhibits 99.1, 99.2 and 99.3 hereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Term Sheet, between HWH International Inc. and Smart Dynamics Technology Limited, dated as of May 5, 2026, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2026. |
| 10.2 |
|
Securities Purchase Agreement between HWH International Inc. and Smart Dynamics Technology Limited, dated as of May 27, 2026, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 27, 2026. |
| 10.3 |
|
Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 27, 2026. |
| 10.4 |
|
Amendment No. 1 to Securities Purchase Agreement between HWH International Inc. and Smart Dynamics Technology Limited, dated as of June 8, 2026, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 9, 2026. |
| 99.1 |
|
HWH
International 2025 Incentive Compensation Plan, as amended, incorporated by reference to Exhibit 99.1 of the Company’s Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on July 27, 2026. |
| 99.2 |
|
Form of Restricted Stock Award Agreement for Non-U.S. Persons |
| 99.3 |
|
Form of Restricted Stock Award Agreement for U.S. Persons |
| 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 Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
HWH
INTERNATIONAL INC. |
| |
|
|
| Dated:
August 10, 2026 |
By: |
/s/
Rongguo Wei |
| |
Name: |
Rongguo
Wei |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.2
Restricted
Stock Award Agreement
This
Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of the date specified on the signature
page hereto (the “Grant Date”) by and between HWH International Inc., a Nevada corporation (the “Company”)
and the individual set forth on the signature page hereto (the “Grantee”).
WHEREAS,
the Company has adopted the 2025 Incentive Compensation Plan, as amended (the “Plan”) pursuant to which awards of
Restricted Stock may be granted; and
WHEREAS,
the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock
provided for herein.
NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1.
Grant of Restricted Stock. Pursuant
to Section 8 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted Stock Award consisting of, in the aggregate,
the number of shares of Common Stock of the Company specified on the signature page hereto (the “Restricted Stock”),
on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms that are used
but not defined herein have the meanings ascribed to them in the Plan. The Company agrees that this grant of Restricted Stock is for
services rendered to the Company prior to the date hereof, and shall not be subject to cancellation or forfeiture related to continued
service by the Grantee to the Company. The Restricted Stock granted hereby shall not be subject to cancellation and forfeiture as a result
of the termination of services of the Grantee, whether by the dismissal of the Grantee by the Company, the resignation of the Grantee,
or the death or disability of the Grantee. The Company shall have no right to repurchase the Restricted Stock, except as may be applicable
to all other stockholders of such class of the Company’s stock, pursuant to applicable law. The Company waives any right to “claw
back” or seek the return of any Restricted Stock granted hereby, to the fullest extent permitted by law. For the avoidance of doubt,
the Restricted Stock granted hereby shall not be subject to any clawback, recoupment, forfeiture or cancellation policy of the Company
now or hereafter adopted, except to the extent mandatorily required by applicable law or the listing standards of any stock exchange
on which the Company’s shares are then listed, which cannot lawfully be waived.
2.
Consideration.
The Grantee shall pay the Company $0.0001 for each share of Restricted Stock, representing the par value thereof.
3.
Restricted Period.
Except as otherwise provided herein the Restricted
Stock will be restricted as set forth below until one year from the date of this Agreement. The period between the grant date and that
date is referred to as the “Restricted Period”. The ownership of the Restricted Stock granted hereby shall vest as
of the date hereof.
4.
Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, or as otherwise required by law, during the Restricted Period of one
year, the Restricted Stock may not be assigned, sold or otherwise transferred by the Grantee, or the estate thereof in the event of their
death.
5.
Rights as Shareholder; Dividends.
5.1
The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and
shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and
receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or other
distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they
were paid.
5.2
The Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s
transfer agent.
6.
Adjustments.
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock
shall be adjusted as contemplated by Section 24 of the Plan.
7.
Tax Liability and Withholding.
7.1
The Grantee may, at their option, pay to the Company, and the Company may therefore deduct from any compensation paid to the Grantee
pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action
as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee
to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:
(a)
tendering a cash payment.
(b)
authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee
as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value
exceeding the maximum amount of tax required to be withheld by law.
(c)
delivering to the Company previously owned and unencumbered shares of Common Stock.
7.2
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related
withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s
responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection
with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted
Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.
8.
Compliance with Law.
The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable
requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s
shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements
of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.
9.
Legends.
A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability
of the shares of Restricted Stock pursuant to this Agreement or any regulations and other requirements of the Securities and Exchange
Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed
or quoted.
10.
Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial Officer
of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement
shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party
may designate another address in writing (or by such other method approved by the Company) from time to time.
11.
Governing Law.
This Agreement will be construed and interpreted in accordance with the laws of the State of Nevada without regard to conflict of law
principles.
12.
Restricted Stock Subject to Plan.
This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan are hereby
incorporated herein by reference. No provision of the Plan shall be interpreted to require any continued service by the Grantee, or effect
any forfeiture of any grant hereunder as a result of the termination of services of the Grantee, whether by the termination of the Grantee
by the Company, the resignation of the Grantee, or the death or disability of the Grantee. The Company affirmatively waives any and all
rights that may exist under the Plan to cancel stock grants made hereby to the Grantee which may exist under the Plan, to the fullest
extent permitted by applicable law.
13.
Successors and Assigns.
The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors
and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee
and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by
will or the laws of descent or distribution.
14.
Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of
any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable
to the extent permitted by law.
15.
Discretionary Nature of Grant.
The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any additional Restricted
Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification,
or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment
with the Company.
16.
No Impact on Other Benefits.
The value of the Grantee’s Restricted Stock is not part of their normal or expected compensation for purposes of calculating any
severance, retirement, welfare, insurance or similar employee benefit.
17.
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic mail in portable document format (.pdf),
or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same
effect as physical delivery of the paper document bearing an original signature.
18.
Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and
provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee
acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying
shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of August ____, 2026.
| |
HWH INTERNATIONAL INC. |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
| |
|
|
| |
|
GRANTEE |
| |
|
|
| |
By: |
|
| |
Name: |
|
Restricted
Stock Award: ________________ shares
Exhibit
99.3
Restricted
Stock Award Agreement
This
Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of the date specified on the signature
page hereto (the “Grant Date”) by and between HWH International Inc., a Nevada corporation (the “Company”)
and the individual set forth on the signature page hereto (the “Grantee”).
WHEREAS,
the Company has adopted the 2025 Incentive Compensation Plan, as amended (the “Plan”) pursuant to which awards of
Restricted Stock may be granted; and
WHEREAS,
the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock
provided for herein.
NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1.
Grant of Restricted Stock.
Pursuant to Section 8 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted Stock Award consisting of,
in the aggregate, the number of shares of Common Stock of the Company specified on the signature page hereto (the “Restricted
Stock”), on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. Capitalized
terms that are used but not defined herein have the meanings ascribed to them in the Plan. The Company agrees that this grant of Restricted
Stock is for services rendered to the Company prior to the date hereof, and shall not be subject to cancellation or forfeiture related
to continued service by the Grantee to the Company. The Restricted Stock granted hereby shall not be subject to cancellation and forfeiture
as a result of the termination of services of the Grantee, whether by the dismissal of the Grantee by the Company, the resignation of
the Grantee, or the death or disability of the Grantee. The Company shall have no right to repurchase the Restricted Stock, except as
may be applicable to all other stockholders of such class of the Company’s stock, pursuant to applicable law. The Company waives
any right to “claw back” or seek the return of any Restricted Stock granted hereby, to the fullest extent permitted by law.
For the avoidance of doubt, the Restricted Stock granted hereby shall not be subject to any clawback, recoupment, forfeiture or cancellation
policy of the Company now or hereafter adopted, except to the extent mandatorily required by applicable law or the listing standards
of any stock exchange on which the Company’s shares are then listed, which cannot lawfully be waived.
2.
Consideration.
The Grantee shall pay the Company $0.0001 for each share of Restricted Stock, representing the par value thereof.
3.
Restricted Period; Vesting.
3.1
Except as otherwise provided herein, provided that the Company remains listed on the Nasdaq Stock Exchange or is listed on the New York
Stock Exchange, NYSE American, or traded on any tier of OTC Markets, or a successor to any such exchange at the applicable vesting date,
the Restricted Stock will vest in accordance with the following schedule:
| Vesting
Date |
|
Shares
of Common Stock |
| The
date one year from the date specified on the signature page hereto |
|
100% |
The
period over which the Restricted Stock vests is referred to as the “Restricted Period”. In the event that the Company
shall shorten the Vesting Date hereunder, in no event shall the Grantee be permitted to transfer the Restricted Stock during the period
of one year from the date hereof, without the consent of the Company.
4.
Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, or as otherwise required by law, during the Restricted Period of one
year, the Restricted Stock may not be assigned, sold or otherwise transferred by the Grantee, or the estate thereof in the event of their
death.
5.
Rights as Shareholder; Dividends.
5.1
The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and
shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and
receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or other
distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they
were paid.
5.2
The Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s
transfer agent.
6.
Adjustments.
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock
shall be adjusted as contemplated by Section 24 of the Plan.
7.
Tax Liability and Withholding.
7.1
The Grantee may, at their option, pay to the Company, and the Company may therefore deduct from any compensation paid to the Grantee
pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action
as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee
to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:
(a)
tendering a cash payment.
(b)
authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee
as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value
exceeding the maximum amount of tax required to be withheld by law.
(c)
delivering to the Company previously owned and unencumbered shares of Common Stock.
7.2
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related
withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s
responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection
with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted
Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.
8.
Section 83(b) Election. The Grantee, if subject
to U.S. taxation, may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted
Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election,
the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section
83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b)
Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b)
Election.
9.
Compliance with Law.
The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable
requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s
shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements
of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.
10.
Legends.
A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability
of the shares of Restricted Stock pursuant to this Agreement or any regulations and other requirements of the Securities and Exchange
Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed
or quoted.
11.
Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial Officer
of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement
shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party
may designate another address in writing (or by such other method approved by the Company) from time to time.
12.
Governing Law.
This Agreement will be construed and interpreted in accordance with the laws of the State of Nevada without regard to conflict of law
principles.
13.
Restricted Stock Subject to Plan.
This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan are hereby
incorporated herein by reference. No provision of the Plan shall be interpreted to require any continued service by the Grantee, or effect
any forfeiture of any grant hereunder as a result of the termination of services of the Grantee, whether by the termination of the Grantee
by the Company, the resignation of the Grantee, or the death or disability of the Grantee. The Company affirmatively waives any and all
rights that may exist under the Plan to cancel stock grants made hereby to the Grantee which may exist under the Plan, to the fullest
extent permitted by applicable law.
14.
Successors and Assigns.
The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors
and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee
and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by
will or the laws of descent or distribution.
15.
Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of
any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable
to the extent permitted by law.
16.
Discretionary Nature of Grant.
The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any additional Restricted
Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification,
or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment
with the Company.
17.
No Impact on Other Benefits.
The value of the Grantee’s Restricted Stock is not part of their normal or expected compensation for purposes of calculating any
severance, retirement, welfare, insurance or similar employee benefit.
18.
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic mail in portable document format (.pdf),
or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same
effect as physical delivery of the paper document bearing an original signature.
19.
Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and
provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee
acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying
shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of August ____, 2026.
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HWH INTERNATIONAL INC. |
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By: |
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Name: |
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Title: |
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GRANTEE |
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By: |
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Name: |
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Restricted
Stock Award: _________________ shares
