HWH International Inc. — fact timeline

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

“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.”

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.

“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”

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.

“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”).”

HWH International Inc. entered into Stock Purchase Agreement with Alset Inc. valued at $500,000 (effective 2026-06-08).

“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”

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

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

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

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

HWH International Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“May 29, 2026 HWH International Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1) because the Company’s stockholders’ equity of $2,078,220 as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 was below the required minimum of $2.5 million, and because, as of May 29, 2026, the Company did”

HWH International Inc. issued warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the Company’s common stock of warrant to Smart Dynamics Technology Limited for aggregate purchase price of $10,000,000.

“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”).”

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.

“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”).”

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

“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”).”

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

“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.”

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

“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”

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.

“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”).”

HWH International Inc. entered into Stock Purchase Agreement with Alset Inc. valued at $19,910,603 (effective 2026-02-05).

“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.”

HWH International Inc.: Reincorporation merger from Delaware to Nevada, adopting new Amended and Restated Certificate of Incorporation (effective 2025-11-14).

“As of the Effective Time, the Surviving Company is to be subject to the Nevada Revised Statutes and governed by the Surviving Company’s Amended and Restated Certificate of Incorporation and its bylaws, which are included as exhibits to this Current Report on Form 8-K and incorporated herein by reference.”

HWH International Inc. completed a disposition involving Alset International Limited for S$218,941.26 Singapore Dollars (equal to approximately $170,754 U.S. Dollars) (closed 2025-09-10).

“(“Buyer”), pursuant to which the Seller agreed to sell 70% of the outstanding shares of its subsidiary, Alset F&B One Pte. Ltd. (“Alset F&B One”) to the Buyer in exchange for S$218,941.26 Singapore Dollars (equal to approximately $170,754 U.S. Dollars). Alset F&B One was incorporated in Singapore on April 10, 2017, and operates a cafe in Singapore. It generated”

HWH International Inc. engaged HTL International, LLC as its auditor.

“On July 2, 2025, the Company engaged HTL International, LLC (“HTL”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025.”

HWH International Inc. dismissed Grassi & Co., CPAs, P.C. as its auditor.

“On July 2, 2025, the Board of Directors of HWH International Inc. (the “Company”) dismissed Grassi & Co., CPAs, P.C. (“Grassi”) as its independent registered public accounting firm at the recommendation of the Audit Committee.”

HWH International Inc.: Filed Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-5 reverse stock split (effective 2025-02-18).

“On February 18, 2025, HWH International Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”).”

HWH International Inc.: Amended Section 7.3 of the Amended and Restated Certificate of Incorporation to permit stockholders to take action by majority written consent (effective 2025-01-08).

“On January 8, 2025, HWH International Inc. (the “Company”) amended the text of Section 7.3 of Article VII of the Company’s Amended and Restated Certificate of Incorporation with the State of Delaware to permit the stockholders of the Company to take action by majority written consent.”

HWH International Inc. entered into Credit Facility Agreement with Alset Inc. valued at up to US $1,000,000 (effective 2024-04-24).

“On April 24, 2024, HWH International Inc. (the “Company”) entered into a Credit Facility Agreement (the “Agreement”) with Alset Inc., a Texas corporation and the Company’s indirect, majority stockholder (“Alset Inc.”), pursuant to which Alset Inc. has provided the Company a line of credit facility (the “Credit Facility”) which provides a maximum, aggregate credit line of up to US $1,000,000.”

HWH International Inc. engaged Grassi & Co., CPAs, P.C. as its auditor.

“On April 23, 2024, the Company engaged Grassi & Co., CPAs, P.C. ("Grassi") as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.”

HWH International Inc. dismissed MaloneBailey, LLP as its auditor.

“On April 23, 2024, the Company’s Board of Directors dismissed MaloneBailey, LLP ("MaloneBailey") as its independent registered public accounting firm at the recommendation of the Company’s Audit Committee.”

HWH International Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A)).

“March 7, 2024, HWH International Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that for the last 37 consecutive business days prior to the date of the Notice, the Company’s Market Value of Listed Securities (as defined under Nasdaq rules) was below the minimum of $50 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq h”

HWH International Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(3)(C), 5810(c)(3)(D)).

“February 22, 2024, HWH International Inc., (the “Company”), received a letter from the Listing Qualifications Department of Nasdaq indicating that, based on the market value of publicly held shares for the previous 31 consecutive business days, the listing of the Company’s ordinary shares are not in compliance with Nasdaq Listing Rule 5450(b)(3)(C) to maintain a minimum market value of publicly held shares of $15,000,000 (the “MVPHS Rule”). Under Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until August 20, 2024, to regain compliance with the MVPHS Rule.”

Lim Sheng Hon Danny was appointed as Chief Operating Officer at HWH International Inc..

“On February 8, 2024, Lim Sheng Hon Danny was appointed as Chief Operating Officer of the Company by the Company’s Board of Directors.”

Anthony S. Chan resigned as Chief Operating Officer at HWH International Inc..

“On February 6, 2024, Anthony S. Chan resigned as Chief Operating Officer of HWH International Inc. (the “Company”), effective immediately, due to personal reasons.”

HWH International Inc.: Adopted a new code of ethics applicable to all directors, officers, and employees.

“Effective upon the Closing Date, in connection with the consummation of the Business Combination, the Board adopted a new code of ethics”

HWH International Inc.: Fiscal year end changed from November 30 to December 31.

“the Company's fiscal year end automatically changed from November 30 to December 31”

HWH International Inc.: Adopted amended and restated bylaws effective January 8, 2024 (effective 2024-01-08).

“the Company adopted amended and restated bylaws pursuant to an Amended and Restated Bylaws”

HWH International Inc.: Amended and restated certificate of incorporation effective January 8, 2024 (effective 2024-01-08).

“Effective as of January 8, 2024, the Company amended and restated its certificate of incorporation, pursuant to the A&R Certificate of Incorporation”

HWH International Inc. underwent a change of control involving HWH International Inc. (Nevada corporation) (closed 2024-01-09).

“On January 9, 2024 (the "Closing Date"), the parties consummated the Business Combination.”

HWH International Inc. terminated Confirmation and Subscription Agreement with Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, Meteora Strategic Capital, LLC valued at Termination of material definitive agreement (Confirmation and Subscription Agreement) on July 30, 2 (effective 2023-07-30).

“On July 30, 2023, by and among Alset Capital Acquisition Corp., a Delaware corporation and HWH International Inc., a Nevada corporation, on the one hand, and Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC, (“MSC”) (with MCP, MSOF, MSTO and MSC collectively as “Seller”), on the other hand (the “Confirmation”) and the Subscription Agreement entered into as of July 30, 2023, by and among ACAX and Seller”

HWH International Inc. entered into Satisfaction and Discharge of Indebtedness Agreement with EF Hutton, LLC valued at Company pays $325,000 cash, 149,443 shares of common stock, and $1,184,375 promissory note to satisf (effective 2023-12-18).

“On December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the “Satisfaction Agreement”) in connection with the Underwriting Agreement, dated January 31, 2022 (the “Underwriting Agreement”), with EF Hutton, LLC (“EF Hutton”), in which pursuant to that certain Underwriting Agreement the Company was due to pay $3,018,750 to EF Hutton as deferred underwriting commission (the “Deferred Underwriting Commission”) upon the closing of the business combination.”

HWH International Inc. entered into Lock-Up Agreement with HWH Holders holding more than 5% of HWH Common Stock and certain members of HWH’s management team valued at Each such holder agrees not to transfer Restricted Securities for six months after Closing, or until (effective 2022-01-31).

“In connection with the execution of the Merger Agreement, at the closing, each of the HWH Holders holding more than 5% of the HWH Common Stock and certain members of HWH’s management team will enter into a Lock-Up Agreement with Alset in substantially the form attached to the letter Agreement dated January 31, 2022 (the “Letter Agreement”) (each, a “Lock-Up Agreement”).”

HWH International Inc. entered into Registration Rights Agreement with Sponsor and certain persons and entities holding securities of the Company valued at Company obligated to register certain securities including shares and warrants held by Sponsor, and (effective 2022-01-31).

“On January 31, 2022 the Company, the Sponsor, and certain persons and entities holding securities of the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”).”

HWH International Inc. entered into Agreement and Plan of Merger with Alset valued at Business combination of HWH and Merger Sub under Alset, with HWH surviving as wholly-owned subsidiar (effective 2022-09-09).

“On the Closing Date, the parties consummated the Business Combination pursuant to the terms of that certain Agreement and Plan of Merger, dated September 9, 2022 (the “Merger Agreement”), by and among Alset, Merger Sub, a Nevada corporation, and HWH International Inc., a Nevada corporation.”

Wong (Aston) Tat Keung was appointed as Independent Director at HWH International Inc..

“Wong (Aston) Tat Keung 53 Independent Director”

William Wu was appointed as Independent Director at HWH International Inc..

“William Wu 57 Independent Director”

Wong (Frankie) Shui Yeung was appointed as Independent Director at HWH International Inc..

“Wong (Frankie) Shui Yeung 53 Independent Director”

Adam Tan was appointed as Asia Chief Operating Officer at HWH International Inc..

“Adam Tan 30 Asia Chief Operating Officer”

Liaw Wei Sheng was appointed as Chief Compliance Officer at HWH International Inc..

“Liaw Wei Sheng 32 Chief Compliance Officer”

Vincent Lum was appointed as Chief Technology Officer at HWH International Inc..

“Vincent Lum 60 Chief Technology Officer”

Danny Lim was appointed as Chief Strategy Officer at HWH International Inc..

“Danny Lim 31 Chief Strategy Officer”

Anthony Chan was appointed as Chief Operating Officer at HWH International Inc..

“Anthony Chan 59 Chief Operating Officer”

Rongguo Wei was appointed as Chief Financial Officer at HWH International Inc..

“Rongguo Wei 52 Chief Financial Officer”

John "JT" Thatch was appointed as Chief Executive Officer at HWH International Inc..

“Additionally, on January 9, 2024, John “JT” Thatch has been appointed to the Chief Executive Officer of the Company.”

Heng Fai Ambrose Chan was appointed as Executive Chairman at HWH International Inc..

“On January 9, 2024, Heng Fai Ambrose Chan resigned from the position of Chief Executive Officer of the Company.”

HWH International Inc.: Amended Article of Incorporation to extend business combination deadline from November 3, 2023 to February 3, 2024 (effective 2023-11-02).

“On November 2, 2023, as approved by the Company’s stockholders at a special meeting of stockholders, the Company amended the text of Paragraph (c) of Section 9.1 of the Company’s Certificate of Incorporation to extend the date by which the Company has to consummate a business combination, such extension being for an additional three (3) month period from November 3, 2023, to February 3, 2024.”

HWH International Inc. shareholders voted on Adjournment Proposal to adjourn the special meeting if necessary at the 2023-11-02 meeting.

“The Adjournment Proposal was approved. The voting results of the shares of Common Stock were as follows: For Against Abstain Broker Non-Votes 3,118,295 100,000 0 0”