HWH International amends $10M PIPE, sells $0.5M shares to majority stockholder Alset

HWH International Inc.

Amendment adds Nasdaq compliance extension condition to PIPE closing with Smart Dynamics Technology.
PIPE: sale of 20M shares + warrants for 160M shares at $0.63, for $10M total.
Alset Inc. purchases 250,000 shares at $2.00/share ($500k), increasing ownership to 80.5%.
Amendment permits affiliate investment of $500k and issuance of up to 2M shares to management with 12-month lockup.
Company must submit Nasdaq compliance plan by July 13, 2026 under amended agreement.

item 1.01 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

HWH International Inc. issued 250,000 shares of common stock to Alset Inc. for $2.00 per share.

Security: common stock
Shares: 250,000 shares
Purchaser: Alset Inc.
Consideration: $2.00 per share

Exact text from the filing

Alset agreed to purchase 250,000 shares of the Company’s common stock (the “Shares”) for a total of $500,000, representing a purchase price of $2.00 per share.

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

HWH International Inc. issued 20,000,000 (twenty million) fully paid, non-assessable shares of its Common Stock of common stock to Smart Dynamics Technology Limited for aggregate purchase price of $10,000,000.

Security: common stock
Shares: 20,000,000 (twenty million) fully paid, non-assessable shares of its Common Stock
Purchaser: Smart Dynamics Technology Limited
Consideration: aggregate purchase price of $10,000,000

Exact text from the filing

On May 27, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Smart Dynamics Technology Limited (the “Purchaser”), pursuant to which the Company will sell (i) 20,000,000 (twenty million) fully paid, non-assessable shares of its Common Stock and (ii) warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the Company’s common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on the fourth anniversary of the closing of the transactions contemplated by the Securities Purchase Agreement for an aggregate purchase price of $10,000,000 (the “PIPE”).

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

HWH International Inc. issued warrants to purchase up to 160,000,000 shares of warrant to Smart Dynamics Technology Limited for aggregate purchase price of $10,000,000.

Security: warrant
Shares: warrants to purchase up to 160,000,000 shares
Purchaser: Smart Dynamics Technology Limited
Consideration: aggregate purchase price of $10,000,000

Exact text from the filing

warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the Company’s common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on the fourth anniversary of the closing of the transactions contemplated by the Securities Purchase Agreement for an aggregate purchase price of $10,000,000

View on SEC.gov

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

HWH International Inc. entered into Securities Purchase Agreement with Smart Dynamics Technology Limited valued at $10,000,000 (effective 2026-05-27).

Action: entry
Agreement: equity purchase
Counterparty: Smart Dynamics Technology Limited
Value: $10,000,000
Effective: 2026-05-27

Exact text from the filing

On May 27, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement

View on SEC.gov

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

HWH International Inc. amended Amendment No. 1 to the Securities Purchase Agreement with Smart Dynamics Technology Limited (effective 2026-06-08).

Action: amendment
Agreement: equity purchase
Counterparty: Smart Dynamics Technology Limited
Effective: 2026-06-08

Exact text from the filing

On June 8, 2026, the Company entered into Amendment No. 1 to the Securities Purchase Agreement with the Purchaser (the “Amendment”).

View on SEC.gov

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 $500,000 (effective 2026-06-08).

Action: entry
Agreement: equity purchase
Counterparty: Alset Inc.
Value: $500,000
Effective: 2026-06-08

Exact text from the filing

On June 8, 2026 the Company entered into a Stock Purchase Agreement with Alset Inc. (“Alset”), pursuant to which Alset agreed to purchase 250,000 shares of the Company’s common stock (the “Shares”) for a total of $500,000

View on SEC.gov

226 equity issuances filed in the last 30 days. Browse all equity issuances →

HWH International Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-027961

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.