secwatch / observer

HWH International Inc. — fact timeline

Source-grounded facts extracted from HWH International Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

HWH HWH International Inc. JSON
Listing & Compliance Notices

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”
Material Agreements

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.”
Material Agreements

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”
Debt Financings

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”).”
Material Agreements

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.”
Governance Changes

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.”
M&A Transactions

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”
Auditor Changes

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.”
Auditor Changes

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.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.