HWH International Inc. (HWH): debt financing — HWH International to acquire 99.55% of Hapi Metaverse from parent Alset for $19.9M via convertible note

HWH International Inc.

Purchase price $19.9M in convertible promissory note at $1.85 conversion price, 1% interest, 5-year term.
Transaction is related-party; Alset owns ~78% of HWH; CEO/COO recused from vote.
Hapi Metaverse holds ~45.69% of Value Exchange International (VEII) and operates retail/cafe businesses.
Closing subject to Nasdaq no objection and shareholder approval; majority approval already received.
Fairness opinion from Valuescope obtained; board and audit committee approved.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

HWH International Inc. incurred convertible notes of $19,910,603 with Seller (Alset Inc.) at 1% per annum maturing five (5) years from the date of the Term Sheet.

Instrument: convertible notes
Principal: $19,910,603
Counterparty: Seller (Alset Inc.)
Rate: 1% per annum
Maturity: five (5) years from the date of the Term Sheet
Event: incurrence

Exact text from the filing

the Company agreed to purchase the Shares through a stock purchase agreement (the “Stock Purchase Agreement”) for a purchase price of $19,910,603.00 in the form of a promissory note convertible into newly issued shares of the Company’s common stock (the “Convertible Note”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

HWH International Inc. entered into Stock Purchase Agreement with Alset Inc. valued at $19,910,603 (effective 2026-02-05).

Action: entry
Agreement: equity purchase
Counterparty: Alset Inc.
Value: $19,910,603
Effective: 2026-02-05

Exact text from the filing

On February 5, 2026, the Company entered into the Stock Purchase Agreement with the Buyer, pursuant to which the Company agreed to purchase from the Seller 505,341,376 issued and outstanding shares of common stock, par value $0.0001, of Hapi Metaverse Inc. for a purchase price of $19,910,603 in the form of a promissory note convertible into newly issued shares of the Company’s common stock.

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41 debt financings filed in the last 30 days. Browse all debt financings →

HWH International Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-005418

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