HWH International (HWH): Heng Fai Chan reports 84.7% stake

Rhea-AI Filing Summary

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.

Key Figures

Heng Fai Ambrose Chan beneficial ownership: 6,584,319 shares Chan ownership percentage: 84.7 % Alset Inc. beneficial ownership: 5,581,719 shares +4 more

7 metrics

Heng Fai Ambrose Chan beneficial ownership 6,584,319 shares Beneficially owned HWH common shares reported, representing 84.7% of the class

Chan ownership percentage 84.7 % Percent of HWH common stock beneficially owned by Heng Fai Ambrose Chan

Alset Inc. beneficial ownership 5,581,719 shares Beneficially owned HWH common shares by Alset Inc., equal to 71.8% of the class

Alset International Limited holdings 2,211,279 shares Beneficially owned HWH common shares by Alset International Limited, 28.4% of the class

Alset Acquisition Sponsor, LLC holdings 582,850 shares Beneficially owned HWH common shares (including warrants) by Alset Acquisition Sponsor, LLC, 7.5%

Shares outstanding 7,726,400 shares HWH common stock outstanding as of August 7, 2026, used to calculate ownership percentages

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

Key Terms

beneficially owned, dispositive power, Schedule 13D, Share Transfer and Note Cancellation Agreement, +1 more

5 terms

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With"

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.

dispositive power financial

"Sole power to dispose or to direct the disposition of"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"Amendment No. 13 to a Schedule 13D relating to HWH International Inc."

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.

Share Transfer and Note Cancellation Agreement financial

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

warrants convertible financial

"aggregate amount includes 535,475 shares and warrants convertible into 47,375 shares"

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Available on EDGAR 08/07/2026 - 09:29 AM Accepted by SEC EDGAR 08/07/2026 - 09:28 AM Learn about SEC filing dates

FAQ

How much of HWH (HWH) does Heng Fai Ambrose Chan beneficially own?

Heng Fai Ambrose Chan beneficially owns 6,584,319 shares of HWH International Inc., representing 84.7% of the company’s common stock outstanding as of August 7, 2026, through direct and indirect holdings in several affiliated Alset entities.

What are Alset Inc.’s beneficial holdings in HWH (HWH)?

Alset Inc. beneficially owns 5,581,719 HWH shares, equal to 71.8% of the outstanding common stock. This stake includes shares held directly, as well as shares and warrants held through majority-owned subsidiaries Alset International Limited and Alset Acquisition Sponsor, LLC.

What transaction triggered this HWH (HWH) Schedule 13D/A amendment?

On August 5, 2026, two HWH shareholders collectively transferred 320,000 shares of common stock to Alset International Limited. The shares were returned to Alset International Limited in connection with a Share Transfer and Note Cancellation Agreement involving those holders.

How many HWH (HWH) shares are outstanding according to this filing?

The filing states that 7,726,400 shares of HWH International Inc. common stock were outstanding as of August 7, 2026. All reported ownership percentages, including the 84.7% held by Heng Fai Ambrose Chan, are calculated based on this outstanding share count.

What warrants related to HWH (HWH) are included in the reported ownership?

Alset Acquisition Sponsor, LLC’s aggregate holdings include 535,475 shares plus warrants convertible into 47,375 shares of HWH common stock. These shares and warrants are counted in the beneficial ownership figures disclosed for both Alset Inc. and Heng Fai Ambrose Chan.

Do the HWH (HWH) reporting persons state any plans for corporate actions?

The reporting persons state they have no present plans or proposals for actions listed in Item 4, such as mergers or recapitalizations. However, they note they may review, reconsider and change their positions, purposes and plans regarding their HWH holdings over time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

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)

08/05/2026

(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 1,002,600.00
8	Shared Voting Power 6,584,319.00
9	Sole Dispositive Power 1,002,600.00
10	Shared Dispositive Power 6,584,319.00

11

Aggregate amount beneficially owned by each reporting person

6,584,319.00

12

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

13

Percent of class represented by amount in Row (11)

84.7 %

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) 1,002,600 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 7,726,400 shares of the Issuer's common stock outstanding as of August 7, 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)

71.8 %

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 7,726,400 shares of the Issuer's common stock outstanding as of August 7, 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)

28.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

This percentage is based on 7,726,400 shares of the Issuer's common stock outstanding as of August 7, 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)

7.5 %

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 7,726,400 shares of the Issuer's common stock outstanding as of August 7, 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 5, 2026 two holders of the Common Stock of HWH International Inc. 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.
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: 6,584,319, 84.7% Alset Inc.: 5,581,719, 71.8% Alset International Limited: 2,211,279, 28.4% Alset Acquisition Sponsor, LLC: 582,850, 7.5%
(b)	Heng Fai Ambrose Chan: Sole power to vote or to direct the vote - 1,002,600 Shared power to vote or to direct the vote - 6,584,319 Sole power to dispose or to direct the disposition of - 1,002,600 Shared power to dispose or to direct the disposition of - 6,584,319 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:	08/07/2026

Alset Inc.

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer
Date:	08/07/2026

Alset International Limited

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer
Date:	08/07/2026

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:	08/07/2026