HWH enters $10M PIPE with warrants at $0.50/share; terminates Hapi Metaverse acquisition

HWH International Inc.

Binding term sheet with Smart Dynamics: 20M shares at $0.50/share and 160M warrants at $0.63 exercise price, expiring in 4 years.
Investor gets anti-dilution rights for 2 years and right to appoint 3 directors; closing subject to shareholder and Nasdaq approvals.
Mutually terminated planned acquisition of Hapi Metaverse Inc. from majority stockholder Alset Inc.; no further obligations.
Board approved amendment to 2025 Incentive Compensation Plan to issue up to 2M additional shares, subject to 12-month lock-up and shareholder vote.

Key facts

Extracted from this filing and checked against the source text.

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

HWH International Inc. entered into Term Sheet with Smart Dynamics Technology Limited valued at $10,000,000 (effective 2026-05-05).

Action: entry
Agreement: equity purchase
Counterparty: Smart Dynamics Technology Limited
Value: $10,000,000
Effective: 2026-05-05

Exact text from the filing

On May 5, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a term sheet (the “Term Sheet”) with Smart Dynamics Technology Limited, a company incorporated in the British Virgin Islands (the “Investor”), pursuant to which the Company has agreed to sell to the Investor, for an aggregate purchase price of $10,000,000

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

HWH International Inc. terminated Termination Agreement with Alset Inc. (effective 2026-05-06).

Action: termination
Agreement: asset purchase
Counterparty: Alset Inc.
Effective: 2026-05-06

Exact text from the filing

Alset Inc. and the Company entered into a Termination Agreement, dated as of May 6, 2026 (the “Termination Agreement”). Under the terms of the Termination Agreement, neither the Company nor Alset Inc. has any further rights or obligations pursuant to the Stock Purchase Agreement.

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HWH International Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-021753

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