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.
HWH International Inc. is informing stockholders that, by written consent on June 12, 2026, a majority holder approved a private investment in public equity (PIPE) and an amendment to its 2025 Incentive Compensation Plan. Under a Securities Purchase Agreement, the Company agreed to sell 20,000,000 shares and warrants for 160,000,000 shares at an exercise price of $0.63 for aggregate proceeds of $10,000,000. Closing would make Smart Dynamics Technology Limited the holder of approximately 72.1% of common stock and, if warrants are exercised, approximately 96%, resulting in a change of control. The Board also approved a one-time 2,000,000-share increase to the 2025 Plan; total shares available under the plan post-amendment are 2,669,100. The PIPE proceeds are described as intended for general working capital and expansion, and the registration statement for resale is to be filed within 60 days of closing. The Information Statement states the transactions cannot be effective earlier than July 12, 2026, reflecting procedural waiting periods.
HWH International Inc. reported an insider share purchase involving its largest affiliated holder. On June 8, 2026, Alset Inc., an entity controlled by Chairman and CEO Chan Heng Fai, bought 250,000 newly issued common shares at $2.00 per share under a Stock Purchase Agreement with the company. Following this transaction, Alset Inc. beneficially owns 5,261,719 shares of HWH common stock through direct and subsidiary holdings, while Mr. Chan also owns 1,002,600 shares personally.
HWH International Inc. reported an insider share purchase involving its largest affiliated holder. On June 8, 2026, Alset Inc., an entity controlled by Chairman and CEO Chan Heng Fai, bought 250,000 newly issued common shares at $2.00 per share under a Stock Purchase Agreement with the company. Following this transaction, Alset Inc. beneficially owns 5,261,719 shares of HWH common stock through direct and subsidiary holdings, while Mr. Chan also owns 1,002,600 shares personally.
HWH International Inc.’s major shareholder group, led by Heng Fai Ambrose Chan and affiliates of Alset Inc., reports updated ownership levels in the company. On June 8, 2026, Alset Inc. entered a Stock Purchase Agreement to buy 250,000 newly issued shares of common stock at $2.00 per share.
After this transaction, Chan is reported to beneficially own 6,264,319 shares, or 80.6% of HWH’s common stock. Alset Inc. is reported to beneficially own 5,261,719 shares, or 67.7%, including shares held through Alset International Limited and Alset Acquisition Sponsor, LLC. The filing states the group currently has no specific plans for corporate actions such as mergers or major restructurings.
HWH International Inc. entered into an amended securities purchase agreement for a PIPE financing, under which it will sell 20,000,000 shares of common stock and issue warrants to purchase up to 160,000,000 shares at an exercise price of $0.63 per share, for an aggregate purchase price of $10,000,000.
The amendment adds a closing condition requiring an extension from Nasdaq to regain compliance with the stockholders’ equity continued listing requirement and permits affiliates to invest $500,000. Separately, Alset Inc., the company’s majority shareholder, agreed to purchase 250,000 shares for $500,000 at $2.00 per share, increasing its ownership from 79.8% to 80.5%. Both the PIPE and the Alset transaction are unregistered offerings relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.
HWH International Inc. received a notice from Nasdaq that it no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement. The company reported stockholders’ equity of $2,078,220 as of March 31, 2026, below the required $2.5 million under Listing Rule 5550(b)(1).
The company also did not meet alternative continued-listing standards based on market value of listed securities or net income from continuing operations as of May 29, 2026. HWH’s common stock continues to trade on Nasdaq while it works to regain compliance.
HWH has 45 calendar days from May 29, 2026, until July 13, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 calendar days, until November 25, 2026, for HWH to restore compliance; otherwise, the company can appeal any adverse decision.
HWH International Inc. entered into a Securities Purchase Agreement with Smart Dynamics Technology Limited for a $10,000,000 private investment in public equity. The company will issue 20,000,000 shares of common stock and warrants to purchase up to 160,000,000 shares at an exercise price of $0.63 per share, exercisable immediately and expiring four years after closing.
Closing is subject to standard conditions, including approval by holders of a majority of HWH’s common stock. If the deal closes and the purchaser continues to own at least a majority of the common stock, it will receive two-year anti-dilution protections limiting new equity issuances without its consent and the right to appoint three directors. HWH plans to use the proceeds for general working capital and expansion and will file a registration statement covering the purchased shares and warrant shares within sixty days after closing under a private offering exemption (Section 4(a)(2) and Rule 506).
HWH International Inc. reported another quarterly loss and tightening liquidity for the three months ended March 31, 2026. Food and beverage revenue fell to $64,200 from $295,197 a year earlier, reflecting weaker café performance, while gross profit declined to $47,288.
Operating expenses stayed high at $672,202, leading to an operating loss and a net loss of $626,773 versus $574,103 in the prior-year quarter. Basic and diluted loss per share improved slightly to $(0.08) from $(0.09), on a higher share count of 7.48 million.
Cash decreased to $1.46 million from $2.09 million at year-end, and total assets were $4.21 million with total liabilities of about $2.13 million. Management discloses that recent losses and negative cash flow raise substantial doubt about the company’s ability to continue as a going concern, although it points to related-party credit support and anticipated funding as mitigating factors.
The balance sheet also includes $1.43 million of related-party convertible notes and warrants to Sharing Services Global Corporation, which produced an unrealized loss of $49,205 this quarter. After quarter-end, HWH settled a financing dispute with D. Boral Capital via a $500,000 payment and signed a term sheet for a proposed $10 million equity investment plus 160 million warrants, subject to definitive agreements and shareholder approval.
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.
HWH International Inc. entered into a Term Sheet to raise $10,000,000 from Smart Dynamics Technology Limited by selling 20,000,000 newly issued unregistered common shares and issuing warrants for 160,000,000 additional shares at $0.63 per share, exercisable immediately for four years, in an offshore Regulation S transaction. The Investor would receive two-year anti-dilution protections on new equity issuances, the right to appoint three directors, and registration rights for the shares and warrant shares within sixty days after closing, which is subject to standard conditions and majority stockholder approval. The Board also terminated a planned acquisition of 505,341,376 Hapi Metaverse Inc. shares that would have been funded by a $19,910,603 convertible note, and approved an amendment to the 2025 Incentive Compensation Plan to authorize up to an additional 2,000,000 common shares for compensation with a 12‑month lockup and required stockholder approval.
HWH International Inc. disclosed that subsidiary Alset International Limited completed an open-market sale of 100,390 shares of HWH common stock at a weighted average price of $0.983 per share, with individual trade prices ranging from $0.88 to $1.22.
After this transaction, Alset Inc. beneficially owns 4,964,344 HWH shares in total, including 1,891,279 shares held through Alset International Limited, and Chan Heng Fai personally owns 1,002,600 HWH shares.