HWH International insider-linked entity gains 320K shares

Chan Heng Fai Ambrose reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Chan Heng Fai Ambrose reported acquisition or exercise transactions in this Form 4 filing.

HWH International Inc. reported an insider-related restructuring in which two holders transferred 320,000 common shares to Alset International Limited on August 5, 2026 under a Share Transfer and Note Cancellation Agreement. After the transfer, Alset International Limited held 2,211,279 shares as part of Alset Inc.'s indirect holdings. Alset Inc. beneficially owns 5,581,719 HWH shares overall, and CEO Chan Heng Fai Ambrose personally owns 1,002,600 shares.

Insider Trade Summary

Other: 320,000 shares

Other 1 txn

Insider Chan Heng Fai Ambrose, Alset Inc., Alset International Ltd

Role Chief Executive Officer | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock F1, F2, F3	320,000	--	--

Holdings After Transaction: Common Stock — 2,211,279 shares (Indirect, See footnote)

Footnotes (3)

1. F1. On August 5, 2026 two holders of the Issuer's common stock who collectively held 320,000 shares transferred their shares to Alset International Limited. These shares were returned to Alset International Limited in connection with a Share Transfer and Note Cancellation Agreement.
2. F2. The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc.
3. F3. Alset Inc. beneficially owns 5,581,719 shares of the Issuer's common stock, including 2,787,590 shares owned directly, 2,211,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 1,002,600 shares of the Issuer's common stock personally.

Key Figures

Restructured shares: 320,000 shares Alset International Limited holdings: 2,211,279 shares Alset Inc. beneficial ownership: 5,581,719 shares +4 more

7 metrics

Restructured shares 320,000 shares Common stock transferred to Alset International Limited on August 5, 2026

Alset International Limited holdings 2,211,279 shares Common stock held indirectly for Alset Inc. after the transfer

Alset Inc. beneficial ownership 5,581,719 shares Total HWH common shares beneficially owned by Alset Inc.

Alset Inc. direct holdings 2,787,590 shares HWH common shares owned directly by Alset Inc.

Alset Acquisition Sponsor holdings 535,475 shares HWH common shares owned indirectly via Alset Acquisition Sponsor, LLC

Warrants held via sponsor 47,375 shares Shares issuable upon exercise of warrants held by Alset Acquisition Sponsor, LLC

CEO personal holdings 1,002,600 shares HWH common shares owned personally by Chan Heng Fai Ambrose

Key Terms

beneficially owns, majority owned subsidiary, Share Transfer and Note Cancellation Agreement, warrants exercisable

4 terms

beneficially owns regulatory

"Alset Inc. beneficially owns 5,581,719 shares of the Issuer's common stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

majority owned subsidiary financial

"owned indirectly through its majority owned subsidiary Alset International Limited"

Share Transfer and Note Cancellation Agreement regulatory

"returned to Alset International Limited in connection with a Share Transfer and Note Cancellation Agreement"

warrants exercisable financial

"535,475 shares and warrants exercisable into 47,375 shares owned indirectly"

FAQ

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

What insider transaction did HWH (HWH) report on August 5, 2026?

HWH reported that 320,000 common shares were transferred by two holders to Alset International Limited on August 5, 2026, under a Share Transfer and Note Cancellation Agreement, reflecting an internal restructuring of holdings linked to Alset Inc. and its subsidiaries.

How many HWH (HWH) shares were transferred to Alset International Limited?

Two existing holders transferred 320,000 shares of HWH common stock to Alset International Limited. The transfer was described as a return of shares to Alset International Limited in connection with a Share Transfer and Note Cancellation Agreement among the parties involved.

How many HWH (HWH) shares does Alset Inc. beneficially own?

Alset Inc. beneficially owns 5,581,719 HWH shares. This includes 2,787,590 shares held directly, 2,211,279 shares held indirectly through Alset International Limited, and 535,475 shares plus warrants exercisable into 47,375 shares held via Alset Acquisition Sponsor, LLC.

What is CEO Chan Heng Fai Ambrose’s personal HWH (HWH) shareholding?

CEO Chan Heng Fai Ambrose personally owns 1,002,600 shares of HWH common stock. Separately, as Chairman, Chief Executive Officer and majority stockholder of Alset Inc., he may also be deemed to have beneficial ownership of shares held by Alset Inc. and its subsidiaries.

Was the reported HWH (HWH) transaction made under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox was not marked, and no trading plan is referenced in the footnotes. The 320,000-share transfer is described instead as part of a Share Transfer and Note Cancellation Agreement among existing holders and Alset International Limited.

How many HWH (HWH) shares does Alset International Limited hold after the transfer?

After the August 5, 2026 transfer, Alset International Limited held 2,211,279 HWH shares. These shares form part of Alset Inc.’s indirect ownership, as Alset International Limited is described as a majority owned subsidiary of Alset Inc. in the ownership footnote.

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

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Available on EDGAR 08/07/2026 - 06:06 AM Accepted by SEC EDGAR 08/07/2026 - 06:02 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE 038989

(City) (State) (Zip)

SINGAPORE

(Country)

2. Issuer Name and Ticker or Trading Symbol
HWH International Inc. [ HWH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/05/2026		J		320,000	A	(1)	2,211,279	I	See footnote(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE 038989

(City) (State) (Zip)

SINGAPORE

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Alset Inc.

(Last) (First) (Middle)

4800 MONTGOMERY LANE,

SUITE 210

(Street)

BETHESDA MARYLAND 20814

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Alset International Ltd

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE 038989

(City) (State) (Zip)

SINGAPORE

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On August 5, 2026 two holders of the Issuer's common stock who collectively held 320,000 shares transferred their shares to Alset International Limited. These shares were returned to Alset International Limited in connection with a Share Transfer and Note Cancellation Agreement.

2. The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc.

3. Alset Inc. beneficially owns 5,581,719 shares of the Issuer's common stock, including 2,787,590 shares owned directly, 2,211,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 1,002,600 shares of the Issuer's common stock personally.

	/s/ Chan Heng Fai Ambrose	08/07/2026
	Alset Inc. /s/ Chan Heng Fai Ambrose, Chief Executive Officer	08/07/2026
	Alset International Limited /s/ Chan Heng Fai Ambrose, Chief Executive Officer	08/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)