--- 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" generated_at: "2026-06-09T21:05:29.812055+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # HWH International amends $10M PIPE, sells $0.5M shares to majority stockholder Alset ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.02, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-26-027961 - JSON: https://secwatch.observer/filing/0001493152-26-027961.json - Plain text: https://secwatch.observer/filing/0001493152-26-027961.txt ## Key facts - Equity Issuances 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm - Equity Issuances 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm - Equity Issuances 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm - Material Agreements 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 source text: On May 27, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm - Material Agreements 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 source text: On June 8, 2026, the Company entered into Amendment No. 1 to the Securities Purchase Agreement with the Purchaser (the “Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1897245/000149315226027961/0001493152-26-027961-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.