Major HWH (HWH) owner updates 79.9% stake after March share sale

Rhea-AI Filing Summary

HWH International Inc. major shareholder Heng Fai Ambrose Chan amended his Schedule 13D after Alset International Limited sold 100,390 shares of HWH common stock on March 30, 2026 at a weighted average sale price of $0.983, in trades ranging from $0.88 to $1.22.

After this transaction, Chan is reported to beneficially own 6,014,319 HWH shares, representing 79.9% of the company’s 7,476,400 shares outstanding as of April 1, 2026, through direct holdings and entities including Alset Inc., Alset International Limited, and Alset Acquisition Sponsor, LLC. The filing also notes that Alset Inc. may acquire additional HWH securities upon closing of transactions described in HWH’s February 17, 2026 information statement.

Key Figures

Shares sold: 100,390 shares Weighted average sale price: $0.983 per share Trade price range: $0.88–$1.22 per share +5 more

8 metrics

Shares sold 100,390 shares Alset International Limited sale on March 30, 2026

Weighted average sale price $0.983 per share HWH common stock sale on March 30, 2026

Trade price range $0.88–$1.22 per share Prices for Alset International Limited’s HWH share sale

Chan beneficial ownership 6,014,319 shares (79.9%) HWH common stock as of April 1, 2026

Alset Inc. beneficial ownership 5,011,719 shares (66.6%) HWH common stock as of April 1, 2026

Alset International Limited holdings 1,891,279 shares (25.3%) HWH common stock as of April 1, 2026

Alset Acquisition Sponsor holdings 582,850 shares (7.7%) Includes warrants for 47,375 shares of HWH

Shares outstanding 7,476,400 shares HWH common stock outstanding as of April 1, 2026

Key Terms

Schedule 13D, beneficial ownership, weighted average sale price, sole voting power, +2 more

6 terms

Schedule 13D regulatory

"amended his Schedule 13D after Alset International Limited sold 100,390 shares"

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.

beneficial ownership financial

"Aggregate amount beneficially owned by each reporting person 6,014,319.00"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

weighted average sale price financial

"sold 100,390 shares of the Issuer's common stock at a weighted average sale price of $0.983"

sole voting power financial

"Sole power to vote or to direct the vote - 1,002,600"

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 power to dispose or to direct the disposition of - 5,011,719"

Joint Filing Agreement regulatory

"Joint Filing Agreement dated as of January 19, 2024."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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)

03/30/2026

(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 6,014,319.00
9	Sole Dispositive Power 1,002,600.00
10	Shared Dispositive Power 6,014,319.00

11

Aggregate amount beneficially owned by each reporting person

6,014,319.00

12

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

13

Percent of class represented by amount in Row (11)

79.9 %

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) 2,537,590 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. Percentage is based on 7,476,400 shares of the Issuer's common stock outstanding as of April 1, 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 5,011,719.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,011,719.00

11

Aggregate amount beneficially owned by each reporting person

5,011,719.00

12

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

13

Percent of class represented by amount in Row (11)

66.6 %

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) 2,537,590 shares held by Alset Inc. directly. Percentage is based on 7,476,400 shares of the Issuer's common stock outstanding as of April 1, 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)

25.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percentage is based on 7,476,400 shares of the Issuer's common stock outstanding as of April 1, 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)

7.7 %

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. Percentage is based on 7,476,400 shares of the Issuer's common stock outstanding as of April 1, 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 March 30, 2026 Alset International Limited sold 100,390 shares of the Issuer's common stock at a weighted average sale price of $0.983. This transaction was executed in multiple trades at prices ranging from $0.88 to $1.22. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
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. Separately from this transaction, one of the Reporting Persons, Alset Inc., may acquire additional securities of the Issuer pursuant to and upon the closing of certain transactions described in the Issuer's Information Statement filed with the SEC on February 17, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	Heng Fai Ambrose Chan: 6,014,319, 79.9% Alset Inc.: 5,011,719, 66.6% Alset International Limited: 1,891,279, 25.3% Alset Acquisition Sponsor, LLC: 582,850, 7.7%
(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 - 5,011,719 Sole power to dispose or to direct the disposition of - 1,002,600 Shared power to dispose or to direct the disposition of - 5,011,719 Alset Inc.: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 5,011,719 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 5,011,719 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:	04/01/2026

Alset Inc.

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer
Date:	04/01/2026

Alset International Limited

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer
Date:	04/01/2026

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:	04/01/2026

FAQ

What change in ownership did HWH (HWH) disclose in this Schedule 13D/A?

HWH disclosed that Alset International Limited sold 100,390 shares of HWH common stock on March 30, 2026. The sale occurred at a weighted average price of $0.983 per share, with trade prices ranging between $0.88 and $1.22.

How many HWH (HWH) shares does Heng Fai Ambrose Chan now beneficially own?

Heng Fai Ambrose Chan is reported to beneficially own 6,014,319 HWH shares. This stake includes direct holdings and shares held through Alset Inc., Alset International Limited, and Alset Acquisition Sponsor, LLC, and represents 79.9% of HWH’s outstanding common stock.

What percentage of HWH (HWH) does Alset Inc. report owning in this filing?

Alset Inc. reports beneficial ownership of 5,011,719 HWH shares, or 66.6% of the company’s common stock. This figure includes shares held directly and through majority-owned subsidiaries Alset International Limited and Alset Acquisition Sponsor, LLC.

What transaction did Alset International Limited execute with HWH (HWH) shares?

Alset International Limited sold 100,390 HWH common shares on March 30, 2026. The sale used multiple trades at prices between $0.88 and $1.22, resulting in a weighted average sale price of $0.983 per share, according to the filing.

Could Alset Inc. change its HWH (HWH) position after this Schedule 13D/A?

The filing states that Alset Inc. may acquire additional HWH securities. Such potential acquisitions would occur pursuant to transactions described in HWH’s information statement filed on February 17, 2026, if and when those transactions close.

How many HWH (HWH) shares does Alset Acquisition Sponsor, LLC beneficially own?

Alset Acquisition Sponsor, LLC reports beneficial ownership of 582,850 HWH shares, or 7.7% of the common stock. This amount includes 535,475 shares and warrants that are convertible into 47,375 additional HWH common shares, as disclosed in the filing.