{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-005418","form_type":"8-K","ticker":"HWH","cik":"0001897245","company_name":"HWH International Inc.","filed_at":"2026-02-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.706479+00:00","generated_at":"2026-05-16T04:09:07.936830+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"HWH International to acquire 99.55% of Hapi Metaverse from parent Alset for $19.9M via convertible note","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-005418","json":"https://secwatch.observer/filing/0001493152-26-005418.json","markdown":"https://secwatch.observer/filing/0001493152-26-005418.md","text":"https://secwatch.observer/filing/0001493152-26-005418.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T04:09:07.936830+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5f1427f099d034dfbc8c6a5e9632d7dd675c29d8","claim":"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.","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","confidence":0.9},{"claim_id":"742b8ba4415c8e381625d1671031491a4ea6f158","claim":"HWH International Inc. entered into Stock Purchase Agreement with Alset Inc. valued at $19,910,603 (effective 2026-02-05).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","comparable_excerpt":"up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001193125-26-214743","ticker":"CTGO","company_name":"Contango Silver & Gold Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Contango Silver & Gold acquires Lucky Shot for $16.1M; reports high-grade gold intercepts","event_type":"m_and_a","sec_items":["1.01","1.02","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214743","json":"https://secwatch.observer/filing/0001193125-26-214743.json","markdown":"https://secwatch.observer/filing/0001193125-26-214743.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/ctgo-20260504.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","comparable_excerpt":"On May 4, 2026, Contango Lucky Shot Alaska, LLC (“LSA”), a wholly-owned subsidiary of Contango Silver & Gold Inc. (“Contango” or the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) and executed a promissory note (the “Promissory Note”) with Alaska Hardrock Inc. (“AHI”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm"}},{"accession":"0001193125-26-210245","ticker":"VSEC","company_name":"VSE CORP","filed_at":"2026-05-07T23:59:59+00:00","headline":"VSE completes $2.025B acquisition of Precision Aviation Group; 2025 revenue pro forma +50%","event_type":"m_and_a","sec_items":["2.01","1.01","2.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210245","json":"https://secwatch.observer/filing/0001193125-26-210245.json","markdown":"https://secwatch.observer/filing/0001193125-26-210245.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/d115996d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","comparable_excerpt":"(ii) an upsize to the Company's existing senior secured revolving credit facility from $400.0 million to $500.0 million","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001683168-26-003637","ticker":"UMAC","company_name":"Unusual Machines, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003637","json":"https://secwatch.observer/filing/0001683168-26-003637.json","markdown":"https://secwatch.observer/filing/0001683168-26-003637.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","comparable_excerpt":"On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001171843-26-003196","ticker":"SSM","company_name":"Sono Group N.V.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Sono Group exits solar: sells Sono Motors and €10.5M loan to management for €1 each","event_type":"m_and_a","sec_items":["2.05","1.01","2.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-26-003196","json":"https://secwatch.observer/filing/0001171843-26-003196.json","markdown":"https://secwatch.observer/filing/0001171843-26-003196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/f8ka_050826.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","comparable_excerpt":"On May 4, 2026 (the “Signing Date”), the Company entered into a Share Purchase and Transfer Agreement (the “SPA”) with (i) Vorratsla-160 M UG (haftungsbeschränkt), a German limited liability company whose sole shareholder is Denis Azhar, and (ii) Vorratsla-161 M UG (haftungsbeschränkt), a German limited liability company whose sole shareholder is Jan Schiermeister (together, the “Purchasers”), and Sono Motors GmbH, a German limited liability company (“Sono Motors”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm"}},{"accession":"0001561032-26-000024","ticker":"NHP","company_name":"National Healthcare Properties, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"National Healthcare Properties to sell 86 outpatient medical facilities for ~$528M","event_type":"m_and_a","sec_items":["1.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001561032-26-000024","json":"https://secwatch.observer/filing/0001561032-26-000024.json","markdown":"https://secwatch.observer/filing/0001561032-26-000024.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1561032/000156103226000024/0001561032-26-000024-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1561032/000156103226000024/hct-20260504.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226005418/0001493152-26-005418-index.htm","comparable_excerpt":"On May 4, 2026, National Healthcare Properties, Inc. (the “Company”) and certain of its subsidiaries entered into a definitive purchase and sale agreement (the “PSA”) with an affiliated third party to sell a portfolio of 86 outpatient medical facilities for approximately $528 million","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561032/000156103226000024/0001561032-26-000024-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}