Every 8-K that HWH International Inc. (HWH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HWH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HWH filings page.
HWH International Inc. (symbol: HWH) is the issuer of record for a Form 8-K filing submitted to the SEC.
HWH International Inc. (HWH) announced a significant leadership transition effective September 1, 2026. Chan Heng Fai resigned as Chairman and Chief Executive Officer and will remain on the Board. Liu Ming Hui has been appointed Executive Chairman and Liu Ming Xing has been appointed Chief Executive Officer.
The filing highlights prior strategic financing completed on August 10, 2026, when Smart Dynamics Technology Limited, now the Company’s majority stockholder, purchased 20,000,000 common shares and warrants for up to 160,000,000 additional shares for $10,000,000 under a Securities Purchase Agreement that granted it the right to appoint three directors. Family relationships among new leaders and director Liu Chang (Cathy) are disclosed, and both Liu brothers bring senior leadership experience from China Gas Holdings Limited.
HWH International Inc. completed a private investment in public equity with Smart Dynamics Technology Limited, selling 20,000,000 common shares and issuing warrants for up to 160,000,000 shares at $0.63, exercisable immediately through August 10, 2030, for an aggregate purchase price of $10,000,000.
After this transaction, Smart Dynamics holds about 67.3% of outstanding common stock based on 29,726,400 shares outstanding, constituting a change of control, and could own about 95% upon full warrant exercise. The investor may appoint three directors, expanding the board to eight and adding three senior leaders affiliated with China Gas. The agreement grants the investor anti-dilution consent rights over new equity issuance for two years and requires HWH to file a registration statement for the 20,000,000 PIPE shares and 160,000,000 warrant shares within 60 days of closing.
Separately, the company amended its 2025 Incentive Compensation Plan to add 2,000,000 shares and then granted all of them as stock awards to directors, officers and consultants, including 1,480,000 shares to the CEO. Awards generally carry a one-year lockup or vesting period but are explicitly exempt from company clawback or forfeiture, except where mandated by law or exchange rules.
HWH International Inc. reports that Nasdaq previously notified it that its stockholders’ equity of $2,078,220 as of March 31, 2026 was below the $2.5 million minimum required under Nasdaq Listing Rule 5550(b)(1), and that it did not meet alternative market value or net income standards. Nasdaq has now granted an extension until August 31, 2026 to demonstrate regained compliance, including through the September 30, 2026 periodic report.
To address the equity shortfall, the company’s plan includes the June 9, 2026 sale of 250,000 shares to Alset Inc. for $500,000 and a Securities Purchase Agreement with Smart Dynamics Technology Limited to sell 20,000,000 common shares and warrants for up to 160,000,000 shares at an exercise price of $0.63, for an aggregate purchase price of $10,000,000. An amendment added a closing condition requiring the Nasdaq extension, which has now been satisfied. The company states these transactions are intended to remedy the equity deficiency and that Nasdaq’s letter has no immediate effect on listing, trading, operations, or SEC reporting.
HWH International Inc. entered into an amended securities purchase agreement for a PIPE financing, under which it will sell 20,000,000 shares of common stock and issue warrants to purchase up to 160,000,000 shares at an exercise price of $0.63 per share, for an aggregate purchase price of $10,000,000.
The amendment adds a closing condition requiring an extension from Nasdaq to regain compliance with the stockholders’ equity continued listing requirement and permits affiliates to invest $500,000. Separately, Alset Inc., the company’s majority shareholder, agreed to purchase 250,000 shares for $500,000 at $2.00 per share, increasing its ownership from 79.8% to 80.5%. Both the PIPE and the Alset transaction are unregistered offerings relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.
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.
HWH International Inc. entered into a Securities Purchase Agreement with Smart Dynamics Technology Limited for a $10,000,000 private investment in public equity. The company will issue 20,000,000 shares of common stock and warrants to purchase up to 160,000,000 shares at an exercise price of $0.63 per share, exercisable immediately and expiring four years after closing.
Closing is subject to standard conditions, including approval by holders of a majority of HWH’s common stock. If the deal closes and the purchaser continues to own at least a majority of the common stock, it will receive two-year anti-dilution protections limiting new equity issuances without its consent and the right to appoint three directors. HWH plans to use the proceeds for general working capital and expansion and will file a registration statement covering the purchased shares and warrant shares within sixty days after closing under a private offering exemption (Section 4(a)(2) and Rule 506).
HWH International Inc. entered into a Term Sheet to raise $10,000,000 from Smart Dynamics Technology Limited by selling 20,000,000 newly issued unregistered common shares and issuing warrants for 160,000,000 additional shares at $0.63 per share, exercisable immediately for four years, in an offshore Regulation S transaction. The Investor would receive two-year anti-dilution protections on new equity issuances, the right to appoint three directors, and registration rights for the shares and warrant shares within sixty days after closing, which is subject to standard conditions and majority stockholder approval. The Board also terminated a planned acquisition of 505,341,376 Hapi Metaverse Inc. shares that would have been funded by a $19,910,603 convertible note, and approved an amendment to the 2025 Incentive Compensation Plan to authorize up to an additional 2,000,000 common shares for compensation with a 12‑month lockup and required stockholder approval.
HWH International Inc. agreed to acquire almost all of Hapi Metaverse Inc. through a related-party transaction with its corporate parent, Alset Inc. The company signed a binding term sheet and a stock purchase agreement to buy 505,341,376 Hapi Metaverse common shares, representing 99.55% of its capital.
The agreed purchase price is $19,910,603, to be paid with a five-year convertible promissory note bearing simple interest of 1% per year. Alset may convert principal and interest into HWH common stock at $1.85 per share, and any remaining amount will automatically convert at maturity. The deal has majority stockholder approval, was reviewed by the board and audit committee, is supported by a financial fairness opinion, and relies on a private-offering exemption for the potential HWH share issuance.
HWH International Inc. reported the results of its 2025 Annual Meeting of Stockholders. As of the September 22, 2025 record date, 6,476,400 shares of common stock were issued, outstanding, and entitled to vote, and 5,573,587 shares were represented at the meeting, constituting a quorum.
Stockholders elected all five director nominees to serve until the next annual meeting or until their successors are qualified. They also ratified the appointment of HTL International, LLC as the company’s independent registered public accounting firm for the year ending December 31, 2025, with 5,569,443 votes for, 1,256 against, and 2,888 abstentions.
HWH International Inc. announced a parent–subsidiary reincorporation merger, moving the company from Delaware to Nevada. At the Effective Time on November 14, 2025 at 11:00 PM Eastern Time, each outstanding share of the Delaware parent will automatically convert into one share of the Nevada company, which will continue under the name HWH International Inc. The Nevada entity will assume all assets, liabilities, and outstanding convertible securities on the same terms.
The shares of the Nevada successor issuer will be deemed registered under Section 12(b) pursuant to Rule 12g-3, and will continue trading on Nasdaq under the symbol HWH. Current directors and officers will remain in their roles. Following effectiveness, the company will be governed by the Nevada Revised Statutes and its amended and restated charter and bylaws, which are included as exhibits. The merger was approved by a majority of shareholders by written consent on October 10, 2025.
HWH International Inc. reported a leadership change and extensive related-party activity. On October 3, 2025, Chief Executive Officer John “JT” Thatch resigned, with the board chair, Chan Heng Fai, age 80, returning to the CEO role. The company also added its Chief Operating Officer, Danny Lim, to the board.
The filing outlines deep ties with majority stockholder Alset Inc. and its affiliates, including a $1,000,000 unsecured credit facility at a 3% interest rate, debt conversions into common stock, and equity purchases totaling several million dollars in recent periods. As of June 30, 2025, amounts due to Alset International Limited were $5,052,090. HWH also entered numerous convertible note and loan agreements with related party Sharing Services Global Corporation, plus completed the staged acquisition of insurance firm LEH and sold 70% of a Singapore café subsidiary to Alset International Limited for about $170,754.
HWH International Inc. disclosed that its Singapore subsidiary, Alset F&B Holdings Pte. Ltd., entered into and completed a sale and purchase agreement on September 10, 2025 with Alset International Limited.
Under this agreement, the subsidiary sold 70% of the outstanding shares of Alset F&B One Pte. Ltd., which operates a cafe in Singapore, to Alset International for S$218,941.26 (approximately $170,754 U.S. Dollars). Alset F&B One was incorporated on April 10, 2017 and generated about $470,000 U.S. Dollars in revenue in 2024. After the sale, HWH’s subsidiary will continue to own 20% of Alset F&B One.
The buyer is described as a significant stockholder of HWH International. The Company’s Chairman, Chan Heng Fai, is also Chairman and Chief Executive Officer of the buyer, and two other HWH directors, Wong Shui Yeung and Wong Tat Keung, also serve as directors of the buyer. HWH filed the full Sale and Purchase Agreement as Exhibit 10.1 and unaudited pro forma condensed consolidated financial information reflecting this transaction as Exhibit 99.1.