Welcome to our dedicated page for HWH International SEC filings (Ticker: HWH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
HWH International Inc. filings document material events, governance matters, capital structure and operating disclosures for a Nasdaq-listed lifestyle company with food and beverage, education, travel and robotics-related initiatives. Its Form 8-K reports cover material agreements, shareholder voting matters, executive leadership changes, auditor changes, registered offering activity and other corporate events.
The company’s proxy and annual-meeting filings describe board elections, auditor ratification and stockholder voting mechanics. Other filings document capital actions, security terms, pro forma financial information and completed asset-disposition disclosures, including the sale of a majority interest in Alset F&B One Pte. Ltd., a Singapore cafe subsidiary.
Wu William Wai Leung reported acquisition or exercise transactions in this Form 4 filing.
HWH International Inc. reported that director William Wai Leung Wu received a grant of 40,000 shares of common stock on August 7, 2026. The award was granted as compensation for services under the company’s 2025 Incentive Compensation Plan and is subject to a twelve‑month lockup from the issuance date. Following this grant, Mr. Wu directly holds 40,000 common shares.
Wei Rongguo reported acquisition or exercise transactions in this Form 4 filing.
HWH International Inc. reported that Chief Financial Officer Wei Rongguo received a grant of 50,000 shares of common stock as a restricted stock award on August 7, 2026. The award was granted as compensation for services under the company’s 2025 Incentive Compensation Plan and is subject to a twelve-month vesting period, after which the shares fully vest if conditions are met.
Lim Sheng Hon Danny reported acquisition or exercise transactions in this Form 4 filing.
HWH International Inc. reported that Chief Operating Officer Lim Sheng Hon Danny received a grant of 135,000 shares of common stock on August 7, 2026. The award was granted as compensation for services under the company’s 2025 Incentive Compensation Plan and is subject to a twelve‑month lockup from the issuance date.
Chan Heng Fai Ambrose reported acquisition or exercise transactions in this Form 4 filing.
HWH International Inc. reported that its Chairman and Chief Executive Officer, Chan Heng Fai, received a grant of 1,480,000 shares of common stock on August 7, 2026. The shares were awarded as compensation for services under the company’s 2025 Incentive Compensation Plan, as amended, and are subject to a 12‑month lockup from the date of issuance.
Following this award, Mr. Chan owns 2,482,600 shares of HWH International Inc. common stock personally. A related entity, Alset Inc., which is chaired and controlled by Mr. Chan, beneficially owns 5,581,719 additional shares of HWH International Inc. common stock through direct and indirect holdings, including warrants exercisable into 47,375 shares.
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.’s largest shareholder group, led by Heng Fai Ambrose Chan, reports updated beneficial ownership of the company’s common stock in Amendment No. 13 to a Schedule 13D. Chan beneficially owns 6,584,319 shares, representing 84.7% of HWH’s 7,726,400 shares outstanding as of August 7, 2026, through direct holdings and interests in affiliated entities.
The filing also reports holdings for Alset Inc. (5,581,719 shares, 71.8%), Alset International Limited (2,211,279 shares, 28.4%) and Alset Acquisition Sponsor, LLC (582,850 shares, 7.5%), including 535,475 shares and warrants convertible into 47,375 shares. On August 5, 2026, two shareholders transferred 320,000 shares to Alset International Limited under a Share Transfer and Note Cancellation Agreement. The reporting persons state they currently have no specific plans for major corporate actions.
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.
HWH International Inc., a Nevada company operating a single café in Singapore and developing the Hapi Marketplace and Hapi Wealth Builder platforms, reported Q2 2026 results.
Food and beverage revenue for the quarter was $64,200, down from $310,391 a year earlier, while gross profit was $20,364. After $249,063 in general and administrative expenses, results were supported by $439,356 of other income, including a $339,185 gain from extinguishment of debt and fair-value gains on related-party convertible notes. Net income attributable to common stockholders was $211,965, or $0.03 per basic and diluted share. For the first six months of 2026, the company recorded a net loss of $414,232.
At June 30, 2026, cash was $1,506,036 and total assets $4,510,043, including $1,497,620 of convertible notes receivable from related party Sharing Services Global Corporation. Current liabilities were $1,635,208, with $1,202,266 due to related parties, and total stockholders’ equity was $2,798,599 on 7,726,400 common shares outstanding. Management noted recurring losses from café operations and stated these factors raise substantial doubt about the company’s ability to continue as a going concern, while pointing to available cash and related-party financing support.
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. is furnishing an information statement to notify stockholders that holders of a majority of outstanding common stock approved a private investment in public equity (PIPE) and an amendment to the 2025 Incentive Compensation Plan. Under the Securities Purchase Agreement, the Company agreed to sell 20,000,000 shares of Common Stock and warrants to purchase 160,000,000 shares at an exercise price of $0.63 per share for aggregate proceeds of $10,000,000.
The filing states that there were 7,726,400 shares outstanding as of the Record Date. After issuance of the PIPE shares the Purchaser (Smart Dynamics Technology Limited) would hold approximately 72.1%; upon exercise of the warrants the Purchaser would hold approximately 96, constituting a change of control. The Board also received stockholder consent to increase the 2025 Plan by 2,000,000 shares, bringing the sum of remaining available shares plus the proposed increase to 2,669,100 shares. The Plan governing law was changed to Nevada.