UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On December 24, 2024, HWH International Inc. (the “Company”) entered into a Stock Purchase Agreement with Alset Inc. (“Alset”), pursuant to which Alset agreed to purchase 1,300,000 shares of the Company’s common stock (the “Shares”) for a total of $585,000, representing a purchase price of $0.45 per share. Alset is the majority shareholder of the Company, and immediately prior to the effectiveness of the Stock Purchase Agreement, Alset directly and through its subsidiaries owned 88.8% of the issued and outstanding shares of HWH common stock.
Following this investment, Alset directly and through its subsidiaries will now own 90.1% of the issued and outstanding shares of HWH common stock.
Our Chairman, Chan Heng Fai, is also the Chairman, Chief Executive Officer and majority stockholder of Alset. In addition, the three other members of our board of directors are also directors of Alset, and two of our officers are also officers or directors of Alset.
Alset’s investment is intended to support the growth and development of HWH. The Company believes that this investment of additional funds into HWH is in the best interests of each of Alset and the Company.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
The disclosures set forth in Item 1.01 above are hereby incorporated into this Item 3.02 by reference. The 1,300,000 shares of the Company’s common stock sold pursuant to the Stock Purchase Agreement described herein are restricted securities under the Securities Act of 1933, and have been issued in reliance upon the safe harbor provided by Rule 506 of Regulation D.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Stock Purchase Agreement with Alset Inc. dated December 24, 2024. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 26, 2024 | HWH INTERNATIONAL INC. | |
| By: | /s/ Rongguo Wei | |
| Name: | Rongguo Wei | |
| Title: | Chief Financial Officer | |