HWH International (HWH) CEO Chan reports 27.1% stake after share award

Rhea-AI Filing Summary

HWH International Inc. discloses updated beneficial ownership information for its Chairman and CEO, Heng Fai Ambrose Chan, and affiliated entities on a Schedule 13D/A. As of an outstanding total of 29,726,400 shares of common stock on August 11, 2026, Mr. Chan is reported to beneficially own 8,064,319 shares, representing 27.1% of the company’s common stock, including direct and indirect holdings through Alset Inc., Alset International Limited, and Alset Acquisition Sponsor, LLC.

On August 7, 2026, the board awarded Mr. Chan 1,480,000 shares of common stock as compensation under the 2025 Incentive Compensation Plan; these shares are subject to a twelve‑month lockup from issuance. Alset Inc. is reported to beneficially own 5,581,719 shares (18.7%), Alset International Limited 2,211,279 shares (7.4%), and Alset Acquisition Sponsor, LLC 582,850 shares (2.0%). The reporting persons state they currently have no specific plans or proposals for corporate actions described in the standard Schedule 13D items, but may reconsider their position over time.

Key Figures

CEO beneficial ownership: 8,064,319 shares (27.1%) Alset Inc. ownership: 5,581,719 shares (18.7%) Alset International Limited ownership: 2,211,279 shares (7.4%) +5 more

8 metrics

CEO beneficial ownership 8,064,319 shares (27.1%) Heng Fai Ambrose Chan’s beneficial ownership of HWH common stock

Alset Inc. ownership 5,581,719 shares (18.7%) Beneficial ownership of HWH common stock by Alset Inc.

Alset International Limited ownership 2,211,279 shares (7.4%) Beneficial ownership of HWH common stock by Alset International Limited

Alset Acquisition Sponsor, LLC ownership 582,850 shares (2.0%) Beneficial ownership including 535,475 shares and warrants for 47,375 shares

CEO share award 1,480,000 shares Shares granted to Chan Heng Fai on August 7, 2026 as compensation

Shares outstanding 29,726,400 shares HWH common stock outstanding as of August 11, 2026

Warrants included 47,375 shares Warrants held by Alset Acquisition Sponsor, LLC convertible into HWH common stock

Lockup period 12 months Lockup on 1,480,000-share grant to the CEO from date of issuance

Key Terms

beneficially owned, sole voting power, shared dispositive power, Incentive Compensation Plan, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 8,064,319.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Sole Voting Power 2,482,600.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared dispositive power financial

"Shared Dispositive Power 8,064,319.00"

Incentive Compensation Plan financial

"pursuant to the Company's 2025 Incentive Compensation Plan, as amended."

An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.

lockup financial

"The Shares are subject to a lockup for twelve months"

A lockup is a contractual restriction that prevents company insiders, early investors, and employees from selling their shares for a fixed period after a public offering or other share issuance. It matters to investors because when that period ends, a sudden increase in available shares can push the stock price down or change trading liquidity; think of it like many homeowners being allowed to list their homes for sale all at once after a temporary sales ban is lifted.

Schedule 13D regulatory

"The Reporting Persons do not have any present plans or proposals related to the transaction described herein"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

What percentage of HWH (HWH) does Heng Fai Ambrose Chan beneficially own?

Heng Fai Ambrose Chan beneficially owns 8,064,319 shares of HWH common stock, representing 27.1% of the outstanding shares, including direct holdings and indirect interests through Alset Inc., Alset International Limited, and Alset Acquisition Sponsor, LLC.

What new share award did HWH grant its CEO Heng Fai Ambrose Chan?

On August 7, 2026, HWH’s board awarded Heng Fai Ambrose Chan 1,480,000 shares of common stock as compensation under the 2025 Incentive Compensation Plan. These shares are subject to a twelve‑month lockup from the date of issuance.

How many HWH shares does Alset Inc. beneficially own and what is its stake?

Alset Inc. beneficially owns 5,581,719 shares of HWH common stock, representing 18.7% of the outstanding shares. This amount includes shares held directly and through majority‑owned subsidiaries Alset International Limited and Alset Acquisition Sponsor, LLC.

What are the beneficial ownership stakes of Alset International Limited and Alset Acquisition Sponsor, LLC in HWH?

Alset International Limited beneficially owns 2,211,279 shares of HWH, or 7.4% of the company. Alset Acquisition Sponsor, LLC beneficially owns 582,850 shares, or 2.0%, including 535,475 shares and warrants convertible into 47,375 shares.

What is the total number of HWH shares outstanding referenced in this Schedule 13D/A?

The ownership percentages in this Schedule 13D/A are based on 29,726,400 shares of HWH common stock outstanding as of August 11, 2026. All reported beneficial ownership stakes use this share count as the basis for their percentages.

Do the reporting persons in the HWH Schedule 13D/A state any plans to change control or pursue major corporate actions?

The reporting persons state they have no present plans or proposals related to the transaction that would result in the standard major corporate actions listed in Item 4, though they may review and change their position over time.

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Available on EDGAR 08/11/2026 - 04:31 PM Accepted by SEC EDGAR 08/11/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

HWH INTERNATIONAL INC.

(Name of Issuer)

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class of Securities)

44852G309

(CUSIP Number)

Heng Fai Ambrose Chan
9 Temasek Boulevard #16-04, Suntec Tower Two
Singapore, U0, 038989
(65) 6333 9181

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 44852G309

1

Name of reporting person

Heng Fai Ambrose Chan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,482,600.00
8	Shared Voting Power 8,064,319.00
9	Sole Dispositive Power 2,482,600.00
10	Shared Dispositive Power 8,064,319.00

11

Aggregate amount beneficially owned by each reporting person

8,064,319.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Aggregate amount includes (i) 535,475 shares and warrants convertible into 47,375 shares of the Issuer's common stock, $0.0001 par value held by Alset Acquisition Sponsor, LLC; (ii) 2,482,600 shares of common stock owned directly by Mr. Chan; (iii) 2,211,279 shares of common stock held by Alset International Limited; and (iv) 2,787,590 shares of common stock held by Alset Inc., over which Mr. Chan may be deemed to possess indirect beneficial ownership as the Chief Executive Officer and Chairman of Alset Inc. and Alset International Limited. This percentage is based on 29,726,400 shares of the Issuer's common stock outstanding as of August 11, 2026.

SCHEDULE 13D

CUSIP Number(s): 44852G309

1

Name of reporting person

Alset Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,581,719.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,581,719.00

11

Aggregate amount beneficially owned by each reporting person

5,581,719.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Aggregate amount includes (i) 535,475 shares and warrants convertible into 47,375 shares of the Issuer's common stock, $0.0001 par value held by Alset Acquisition Sponsor, LLC, a majority owned subsidiary of Alset Inc.; (ii) 2,211,279 shares held by Alset International Limited, a majority owned subsidiary of Alset Inc; and (iii) 2,787,590 shares held by Alset Inc. directly. This percentage is based on 29,726,400 shares of the Issuer's common stock outstanding as of August 11, 2026.

SCHEDULE 13D

CUSIP Number(s): 44852G309

1

Name of reporting person

Alset International Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,211,279.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,211,279.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,211,279.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

This percentage is based on 29,726,400 shares of the Issuer's common stock outstanding as of August 11, 2026.

SCHEDULE 13D

CUSIP Number(s): 44852G309

1

Name of reporting person

Alset Acquisition Sponsor, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 582,850.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 582,850.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

582,850.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Aggregate amount includes 535,475 shares and warrants convertible into 47,375 shares of the Issuer's common stock. This percentage is based on 29,726,400 shares of the Issuer's common stock outstanding as of August 11, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: COMMON STOCK, $0.0001 PAR VALUE
(b)	Name of Issuer: HWH INTERNATIONAL INC.
(c)	Address of Issuer's Principal Executive Offices: 4800 Montgomery Lane, Suite 210, Bethesda, MARYLAND , 20814.
Item 2.	Identity and Background
(a)	Heng Fai Ambrose Chan
(b)	9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989
(c)	Chief Executive Officer - Alset International Limited
(d)	None.
(e)	None.
(f)	Singapore
Item 3.	Source and Amount of Funds or Other Consideration
	On August 7, 2026, the Board of Directors of HWH International Inc. (the "Company") awarded the Company's Chairman and Chief Executive Officer Chan Heng Fai 1,480,000 shares of the Company's common stock (the "Shares"). The Shares were granted to Mr. Chan as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as amended. The Shares are subject to a lockup for twelve months from the date of issuance.
Item 4.	Purpose of Transaction
	The Reporting Persons do not have any present plans or proposals related to the transaction described herein that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position, purposes and plans.
Item 5.	Interest in Securities of the Issuer
(a)	Heng Fai Ambrose Chan: 8,064,319, 27.1% Alset Inc.: 5,581,719, 18.7% Alset International Limited: 2,211,279, 7.4% Alset Acquisition Sponsor, LLC: 582,850, 2.0%
(b)	Heng Fai Ambrose Chan: Sole power to vote or to direct the vote - 2,482,600 Shared power to vote or to direct the vote - 8,064,319 Sole power to dispose or to direct the disposition of - 2,482,600 Shared power to dispose or to direct the disposition of - 8,064,319 Alset Inc.: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 5,581,719 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 5,581,719 Alset International Limited: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 2,211,279 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 2,211,279 Alset Acquisition Sponsor, LLC: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 582,850 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 582,850
(c)	None.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement dated as of January 19, 2024.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Heng Fai Ambrose Chan

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, an Individual
Date:	08/11/2026

Alset Inc.

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer
Date:	08/11/2026

Alset International Limited

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer
Date:	08/11/2026

Alset Acquisition Sponsor, LLC

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer of Alset SPAC Group Inc., its sole member
Date:	08/11/2026