Control group lifts HWH International (HWH) beneficial ownership to 80.6%

Rhea-AI Filing Summary

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.

Insights

Equity ownership & governance analyst

Filing confirms very high insider/control-group ownership at HWH.

The amendment shows Heng Fai Ambrose Chan and related Alset entities controlling a large majority of HWH International stock. Chan’s beneficial stake is reported at 6,264,319 shares, or 80.6%, based on 7,726,400 shares outstanding as of June 8, 2026.

Alset Inc. reports beneficial ownership of 5,261,719 shares, or 67.7%, including positions via subsidiaries Alset International Limited and Alset Acquisition Sponsor, LLC. The transaction detail lists purchase of 250,000 newly issued shares at $2.00 per share, which modestly increases this control position.

The filing states there are no present plans for actions like mergers, asset sales, or other corporate restructurings under Item 4, though it allows for future reconsideration. Subsequent company filings may provide more detail if strategic plans or further ownership changes are later adopted.

Key Figures

New shares purchased: 250,000 shares Purchase price: $2.00 per share Chan beneficial ownership: 6,264,319 shares (80.6%) +5 more

8 metrics

New shares purchased 250,000 shares Newly issued HWH shares bought by Alset Inc. on June 8, 2026

Purchase price $2.00 per share Price paid by Alset Inc. for newly issued common stock

Chan beneficial ownership 6,264,319 shares (80.6%) Heng Fai Ambrose Chan stake based on 7,726,400 shares outstanding

Alset Inc. beneficial ownership 5,261,719 shares (67.7%) Includes holdings via Alset International Limited and Alset Acquisition Sponsor, LLC

Alset International Limited holdings 1,891,279 shares (24.5%) Beneficial ownership reported for Alset International Limited

Alset Acquisition Sponsor, LLC holdings 582,850 shares (7.5%) Includes 535,475 shares plus warrants convertible into 47,375 shares

Shares outstanding 7,726,400 shares HWH common stock outstanding as of June 8, 2026

Warrants held by Sponsor 47,375 shares issuable Warrants held by Alset Acquisition Sponsor, LLC

Key Terms

Schedule 13D/A, beneficially owned, Stock Purchase Agreement, warrants convertible, +2 more

6 terms

Schedule 13D/A regulatory

"Please analyze the following financial content according to the instructions above. ... form_type": "SCHEDULE 13D/A""

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 6,264,319.00"

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.

Stock Purchase Agreement financial

"Alset Inc. entered into a Stock Purchase Agreement with HWH International Inc."

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

warrants convertible financial

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

sole voting power financial

"Sole Voting Power 1,002,600.00"

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 6,264,319.00"

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Available on EDGAR 06/09/2026 - 06:55 PM Accepted by SEC EDGAR 06/09/2026 - 05:31 PM Learn about SEC filing dates

FAQ

What change in ownership does this HWH (HWH) Schedule 13D/A report?

The filing reports updated beneficial ownership after Alset Inc. bought 250,000 newly issued HWH shares. Following this transaction, Heng Fai Ambrose Chan is reported to beneficially own 6,264,319 shares, representing 80.6% of HWH’s outstanding common stock as of June 8, 2026.

How many HWH shares did Alset Inc. purchase and at what price?

Alset Inc. purchased 250,000 newly issued HWH International common shares at $2.00 per share. The purchase was made under a Stock Purchase Agreement dated June 8, 2026, directly with the company, increasing Alset-related entities’ already significant ownership position in HWH.

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

Heng Fai Ambrose Chan is reported to beneficially own 6,264,319 HWH shares, or 80.6% of the company’s common stock. This ownership includes direct holdings and indirect stakes through Alset Inc., Alset International Limited, and Alset Acquisition Sponsor, LLC, based on 7,726,400 shares outstanding.

How much of HWH does Alset Inc. beneficially own according to this filing?

Alset Inc. is reported to beneficially own 5,261,719 HWH shares, representing 67.7% of the outstanding common stock. This figure includes shares and warrants held by Alset Acquisition Sponsor, LLC and shares held by Alset International Limited, as well as shares owned directly by Alset Inc.

Does the HWH (HWH) Schedule 13D/A disclose any plans for mergers or control changes?

The filing states the reporting persons currently have no specific plans or proposals that would trigger actions listed in Item 4, such as mergers, restructurings, or major control changes. However, it notes they may review and change their position or plans over time.

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

The ownership percentages in the Schedule 13D/A are calculated using 7,726,400 shares of HWH International’s common stock outstanding. This outstanding share count is stated as of June 8, 2026 and serves as the basis for the reported beneficial ownership percentages.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

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)

06/08/2026

(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 6,264,319.00
9	Sole Dispositive Power 1,002,600.00
10	Shared Dispositive Power 6,264,319.00

11

Aggregate amount beneficially owned by each reporting person

6,264,319.00

12

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

13

Percent of class represented by amount in Row (11)

80.6 %

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) 1,891,279 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 June 8, 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 5,261,719.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,261,719.00

11

Aggregate amount beneficially owned by each reporting person

5,261,719.00

12

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

13

Percent of class represented by amount in Row (11)

67.7 %

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) 1,891,279 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 June 8, 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 1,891,279.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,891,279.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,891,279.00

12

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

13

Percent of class represented by amount in Row (11)

24.5 %

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 June 8, 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 June 8, 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 June 8, 2026 Alset Inc. entered into a Stock Purchase Agreement with HWH International Inc. (the "Issuer") pursuant to which Alset Inc. purchased 250,000 newly-issued shares of the Issuer's common stock at a price of $2.00 per share.
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: 6,264,319, 80.6% Alset Inc.: 5,261,719, 67.7% Alset International Limited: 1,891,279, 24.5% 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 - 5,261,719 Sole power to dispose or to direct the disposition of - 1,002,600 Shared power to dispose or to direct the disposition of - 5,261,719 Alset Inc.: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 5,261,719 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 5,261,719 Alset International Limited: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 1,891,279 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 1,891,279 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:	06/09/2026

Alset Inc.

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer
Date:	06/09/2026

Alset International Limited

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer
Date:	06/09/2026

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:	06/09/2026