--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-002250" form_type: "8-K" ticker: "HWH" cik: "0001897245" company_name: "HWH International Inc." filed_at: "2024-01-12T23:59:59+00:00" generated_at: "2026-06-07T00:09:06.259846+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # HWH International completes business combination with Alset Capital; begins trading on Nasdaq under HWH ## Summary - Business Combination closed on Jan 9, 2024; Alset renamed HWH International Inc. - 8,591,072 Public Shares redeemed for ~$89.05M; 16,223,246 shares outstanding post-close. - EF Hutton deferred underwriting settled with $325K cash, 149,443 shares, and $1.18M promissory note. - Heng Fai Ambrose Chan beneficially owns 84% of outstanding common stock. - Alset's units ceased trading; common stock trades on Nasdaq under HWH; warrants on OTC under HWHW. ## SEC filing metadata - accession: 0001493152-24-002250 - form_type: 8-K - ticker: HWH - cik: 0001897245 - company_name: HWH International Inc. - filed_at: 2024-01-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 1.02, 2.01, 5.06, 9.01, 5.02, 3.01, 3.02, 3.03, 5.03, 5.01, 5.05, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-002250 - JSON: https://secwatch.observer/filing/0001493152-24-002250.json - Plain text: https://secwatch.observer/filing/0001493152-24-002250.txt ## Key facts - Executive change Danny Lim was appointed as Chief Strategy Officer at HWH International Inc.. - Action: appointed - Role: Chief Strategy Officer source text: Danny Lim 31 Chief Strategy Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change Rongguo Wei was appointed as Chief Financial Officer at HWH International Inc.. - Action: appointed - Role: Chief Financial Officer source text: Rongguo Wei 52 Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change Heng Fai Ambrose Chan was appointed as Executive Chairman at HWH International Inc.. - Action: resigned as CEO and appointed Executive Chairman - Role: Executive Chairman source text: On January 9, 2024, Heng Fai Ambrose Chan resigned from the position of Chief Executive Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change Wong (Aston) Tat Keung was appointed as Independent Director at HWH International Inc.. - Action: appointed - Role: Independent Director source text: Wong (Aston) Tat Keung 53 Independent Director evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change Anthony Chan was appointed as Chief Operating Officer at HWH International Inc.. - Action: appointed - Role: Chief Operating Officer source text: Anthony Chan 59 Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change Adam Tan was appointed as Asia Chief Operating Officer at HWH International Inc.. - Action: appointed - Role: Asia Chief Operating Officer source text: Adam Tan 30 Asia Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change William Wu was appointed as Independent Director at HWH International Inc.. - Action: appointed - Role: Independent Director source text: William Wu 57 Independent Director evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change Vincent Lum was appointed as Chief Technology Officer at HWH International Inc.. - Action: appointed - Role: Chief Technology Officer source text: Vincent Lum 60 Chief Technology Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change Wong (Frankie) Shui Yeung was appointed as Independent Director at HWH International Inc.. - Action: appointed - Role: Independent Director source text: Wong (Frankie) Shui Yeung 53 Independent Director evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change John "JT" Thatch was appointed as Chief Executive Officer at HWH International Inc.. - Action: appointed - Role: Chief Executive Officer source text: Additionally, on January 9, 2024, John “JT” Thatch has been appointed to the Chief Executive Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Executive change Liaw Wei Sheng was appointed as Chief Compliance Officer at HWH International Inc.. - Action: appointed - Role: Chief Compliance Officer source text: Liaw Wei Sheng 32 Chief Compliance Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Governance Changes HWH International Inc.: Fiscal year end changed from November 30 to December 31. - Change: fiscal year change source text: the Company's fiscal year end automatically changed from November 30 to December 31 evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Governance Changes HWH International Inc.: Adopted amended and restated bylaws effective January 8, 2024 (effective 2024-01-08). - Change: bylaw amendment - Effective: 2024-01-08 source text: the Company adopted amended and restated bylaws pursuant to an Amended and Restated Bylaws evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Governance Changes HWH International Inc.: Amended and restated certificate of incorporation effective January 8, 2024 (effective 2024-01-08). - Change: charter amendment - Effective: 2024-01-08 source text: Effective as of January 8, 2024, the Company amended and restated its certificate of incorporation, pursuant to the A&R Certificate of Incorporation evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Governance Changes HWH International Inc.: Adopted a new code of ethics applicable to all directors, officers, and employees. - Change: code of ethics source text: Effective upon the Closing Date, in connection with the consummation of the Business Combination, the Board adopted a new code of ethics evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - M&A Transactions HWH International Inc. underwent a change of control involving HWH International Inc. (Nevada corporation) (closed 2024-01-09). - Action: change of control - Counterparty: HWH International Inc. (Nevada corporation) - Closing: 2024-01-09 source text: On January 9, 2024 (the "Closing Date"), the parties consummated the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Material Agreements HWH International Inc. entered into Satisfaction and Discharge of Indebtedness Agreement with EF Hutton, LLC valued at Company pays $325,000 cash, 149,443 shares of common stock, and $1,184,375 promissory note to satisf (effective 2023-12-18). - Action: entry - Agreement: settlement - Counterparty: EF Hutton, LLC - Value: Company pays $325,000 cash, 149,443 shares of common stock, and $1,184,375 promissory note to satisf - Effective: 2023-12-18 source text: On December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the “Satisfaction Agreement”) in connection with the Underwriting Agreement, dated January 31, 2022 (the “Underwriting Agreement”), with EF Hutton, LLC (“EF Hutton”), in which pursuant to that certain Underwriting Agreement the Company was due to pay $3,018,750 to EF Hutton as deferred underwriting commission (the “Deferred Underwriting Commission”) upon the closing of the business combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Material Agreements HWH International Inc. entered into Agreement and Plan of Merger with Alset valued at Business combination of HWH and Merger Sub under Alset, with HWH surviving as wholly-owned subsidiar (effective 2022-09-09). - Action: entry - Agreement: merger - Counterparty: Alset - Value: Business combination of HWH and Merger Sub under Alset, with HWH surviving as wholly-owned subsidiar - Effective: 2022-09-09 source text: On the Closing Date, the parties consummated the Business Combination pursuant to the terms of that certain Agreement and Plan of Merger, dated September 9, 2022 (the “Merger Agreement”), by and among Alset, Merger Sub, a Nevada corporation, and HWH International Inc., a Nevada corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Material Agreements HWH International Inc. entered into Registration Rights Agreement with Sponsor and certain persons and entities holding securities of the Company valued at Company obligated to register certain securities including shares and warrants held by Sponsor, and (effective 2022-01-31). - Action: entry - Counterparty: Sponsor and certain persons and entities holding securities of the Company - Value: Company obligated to register certain securities including shares and warrants held by Sponsor, and - Effective: 2022-01-31 source text: On January 31, 2022 the Company, the Sponsor, and certain persons and entities holding securities of the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Material Agreements HWH International Inc. entered into Lock-Up Agreement with HWH Holders holding more than 5% of HWH Common Stock and certain members of HWH’s management team valued at Each such holder agrees not to transfer Restricted Securities for six months after Closing, or until (effective 2022-01-31). - Action: entry - Agreement: merger - Counterparty: HWH Holders holding more than 5% of HWH Common Stock and certain members of HWH’s management team - Value: Each such holder agrees not to transfer Restricted Securities for six months after Closing, or until - Effective: 2022-01-31 source text: In connection with the execution of the Merger Agreement, at the closing, each of the HWH Holders holding more than 5% of the HWH Common Stock and certain members of HWH’s management team will enter into a Lock-Up Agreement with Alset in substantially the form attached to the letter Agreement dated January 31, 2022 (the “Letter Agreement”) (each, a “Lock-Up Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm - Material Agreements HWH International Inc. terminated Confirmation and Subscription Agreement with Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, Meteora Strategic Capital, LLC valued at Termination of material definitive agreement (Confirmation and Subscription Agreement) on July 30, 2 (effective 2023-07-30). - Action: termination - Agreement: equity purchase - Counterparty: Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, Meteora Strategic Capital, LLC - Value: Termination of material definitive agreement (Confirmation and Subscription Agreement) on July 30, 2 - Effective: 2023-07-30 source text: On July 30, 2023, by and among Alset Capital Acquisition Corp., a Delaware corporation and HWH International Inc., a Nevada corporation, on the one hand, and Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC, (“MSC”) (with MCP, MSOF, MSTO and MSC collectively as “Seller”), on the other hand (the “Confirmation”) and the Subscription Agreement entered into as of July 30, 2023, by and among ACAX and Seller evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315224002250/0001493152-24-002250-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.