HWH International Inc. Schedule 13G/A amendment reports that Hudson Bay Capital Management and Sander Gerber beneficially hold 15,625 shares of Common Stock reflected as issuable upon exercise of warrants, representing 0.21% of the class.
The filing cites 7,476,400 shares outstanding as of March 25, 2006 as the basis for the percentage and states the securities are held in the name of Hudson Bay Master Fund Ltd.; Mr. Gerber disclaims beneficial ownership.
Positive
None.
Negative
None.
Insights
Small warrant position disclosed by Hudson Bay and Sander Gerber.
The filing shows 15,625 shares issuable upon exercise of warrants and a reported ownership percentage of 0.21% based on 7,476,400 shares outstanding as of March 25, 2006. This is a de minimis stake relative to total shares outstanding.
The report clarifies voting and dispositive powers as shared and notes that the securities are held in the name of Hudson Bay Master Fund Ltd.; Mr. Gerber disclaims beneficial ownership, which is relevant to governance and voting expectations.
Amendment aligns beneficial-ownership disclosure to Rule 13 standards.
The Schedule 13G/A identifies the Investment Manager and reporting structure, states citizenship and addresses, and cites the share-count basis from an Annual Report. It records shared voting and dispositive powers tied to warrants.
Signatures by Mr. Gerber on behalf of the manager and individually complete the amendment. The filing is procedural and does not indicate changes to ownership control or transactions.
Key Figures
Shares issuable upon exercise:15,625 sharesPercent of class:0.21%Shares outstanding (basis):7,476,400 shares
3 metrics
Shares issuable upon exercise15,625 sharesreported as beneficially held via warrants
Percent of class0.21%calculated using outstanding shares stated in filing
Shares outstanding (basis)7,476,400 sharesas of March 25, 2006 as cited in the filing
Key Terms
warrants, beneficially owned, shared dispositive power
3 terms
warrantsfinancial
"Reflects shares of Common Stock issuable upon exercise of warrants."
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
beneficially ownedregulatory
"The Investment Manager may be deemed to be the beneficial owner of all shares issuable upon exercise."
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.
Hudson Bay reports 15,625 shares issuable upon exercise of warrants, representing 0.21% of the class. The percentage is calculated using 7,476,400 shares outstanding as of March 25, 2006, per the filing's stated basis.
Who holds the securities reported in the Schedule 13G/A?
The securities are held in the name of Hudson Bay Master Fund Ltd. Hudson Bay Capital Management is the investment manager, and Mr. Sander Gerber is the managing member of the general partner; Mr. Gerber disclaims beneficial ownership.
Do Hudson Bay or Mr. Gerber have sole voting power over these shares?
The filing reports 0 sole voting and dispositive power and 15,625 shared voting and dispositive power. The Schedule 13G/A lists shared powers on the cover page rows referenced in Item 4(c).
Does the amendment indicate any change in control or large ownership?
No. The amendment characterizes the position as ownership of 5% or less of the class and describes the position as 0.21%. The disclosure is informational and does not state any control change or transaction in the amendment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
HWH International Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
44852G309
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
44852G309
1
Names of Reporting Persons
Hudson Bay Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,625.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
.21 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Reflects shares of Common Stock issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP Number(s):
44852G309
1
Names of Reporting Persons
Sander Gerber
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,625.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
.21 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Reflects shares of Common Stock issuable upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
HWH International Inc.
(b)
Address of issuer's principal executive offices:
4800 Montgomery Lane, Suite 210, Bethesda, MD 20814
Item 2.
(a)
Name of person filing:
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
44852G309
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon 7,476,400 shares of common stock, $0.0001 par value (the "Common Stock") of HWH International Inc. (the "Company") outstanding as of March 25, 2006, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 26, 2026, and assumes the exercise of the warrants held by Hudson Bay Master Fund Ltd.
The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Common Stock issuable upon exercise of the warrants held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)
Percent of class:
.21%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
