{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-027961","form_type":"8-K","ticker":"HWH","cik":"0001897245","company_name":"HWH International Inc.","filed_at":"2026-06-09T21:00:19+00:00","discovered_at":"2026-06-09T21:02:00.249330+00:00","generated_at":"2026-06-09T21:05:29.812055+00:00","sec_items":["1.01","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"HWH International amends $10M PIPE, sells $0.5M shares to majority stockholder Alset","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-027961","json":"https://secwatch.observer/filing/0001493152-26-027961.json","markdown":"https://secwatch.observer/filing/0001493152-26-027961.md","text":"https://secwatch.observer/filing/0001493152-26-027961.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-09T21:05:29.812055+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":"1986b782122c02e80c9bd7a4e14bd5328cd176cc","claim":"HWH International Inc. issued 250,000 shares of common stock to Alset Inc. for $2.00 per share.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"250,000 shares"},{"label":"Purchaser","value":"Alset Inc."},{"label":"Consideration","value":"$2.00 per share"}],"fact_type":"equity_issuance"},{"claim_id":"da5225a4ce8d60148e3f5a74cd02df38e2d2fc46","claim":"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.","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"20,000,000 (twenty million) fully paid, non-assessable shares of its Common Stock"},{"label":"Purchaser","value":"Smart Dynamics Technology Limited"},{"label":"Consideration","value":"aggregate purchase price of $10,000,000"}],"fact_type":"equity_issuance"},{"claim_id":"df7efce0cbb6cfabb629f230e9ed5e22689e1805","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"warrants to purchase up to 160,000,000 shares"},{"label":"Purchaser","value":"Smart Dynamics Technology Limited"},{"label":"Consideration","value":"aggregate purchase price of $10,000,000"}],"fact_type":"equity_issuance"},{"claim_id":"18447c273e879430b30ec601d240ea7208db0446","claim":"HWH International Inc. entered into Securities Purchase Agreement with Smart Dynamics Technology Limited valued at $10,000,000 (effective 2026-05-27).","evidence_excerpt":"On May 27, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Smart Dynamics Technology Limited"},{"label":"Value","value":"$10,000,000"},{"label":"Effective","value":"2026-05-27"}],"fact_type":"material_agreement"},{"claim_id":"5ff76e9cb7bfc191389d6f4ee4a2cbc880fb4aa9","claim":"HWH International Inc. amended Amendment No. 1 to the Securities Purchase Agreement with Smart Dynamics Technology Limited (effective 2026-06-08).","evidence_excerpt":"On June 8, 2026, the Company entered into Amendment No. 1 to the Securities Purchase Agreement with the Purchaser (the “Amendment”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Smart Dynamics Technology Limited"},{"label":"Effective","value":"2026-06-08"}],"fact_type":"material_agreement"},{"claim_id":"fb8a130c34038075a317aaded626e6b74fd6091a","claim":"HWH International Inc. entered into Stock Purchase Agreement with Alset Inc. valued at $500,000 (effective 2026-06-08).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Alset Inc."},{"label":"Value","value":"$500,000"},{"label":"Effective","value":"2026-06-08"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}