UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Term Sheet
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:
(i) 20,000,000 newly issued unregistered shares of the Company’s common stock; and
(ii) warrants to purchase 160,000,000 newly issued, unregistered 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 their issuance.
The Term Sheet contains certain provisions which would, upon the closing of the transactions contemplated by the Term Sheet, grant the Investor anti-dilution rights for a period of two years from the closing in which the Company would not be able to sell new equity securities without the consent of the Investor, subject to certain exceptions as set forth in the term sheet. Further, upon the closing, the Investor would be given the right to appoint three directors to the Company’s Board of Directors, subject to the conditions described in the Term Sheet. Pursuant to the Term Sheet, the Company would be required to file a registration statement registering the 20,000,000 shares issuable to the Investor, and the shares underlying the warrants, within sixty days of the closing.
The parties anticipate that the proceeds from this transaction will be for general working capital and permit the Company to expand its operations.
The sale of securities to the Investor contemplated by this transaction is being made to non-U.S. persons in an offshore offering in accordance with Regulation S under the Securities Act of 1933, as amended.
The Company and the Investor anticipate entering into definitive agreements for the transactions described above in the immediate future. The Term Sheet will expire three months from the date thereof.
The closing of the transaction contemplated by the Term Sheet will be subject to standard closing conditions, including the approval by the stockholders of the Company holding a majority of the Company’s common stock.
The above description of the transaction is qualified in its entirety by reference to the Term Sheet attached hereto as Exhibit 10.1 and incorporated herein by reference.
Termination of Planned Acquisition of Hapi Metaverse Inc.
On February 5, 2026, Alset Inc., the Company’s majority stockholder entered into a Stock Purchase Agreement with the Company, pursuant to which Alset Inc. agreed to sell to the Company 505,341,376 shares of Hapi Metaverse Inc., a Delaware corporation (“Hapi Metaverse”) for a purchase price of $19,910,603 in the form of a promissory note convertible into newly issued shares of common stock of the Company (the “Convertible Note”).
The Convertible Note would bear a simple interest rate of 1% per annum. Under the terms of the Convertible Note, the Seller could convert any outstanding principal and interest into shares of the Company’s common stock at $1.85 per share upon ten (10) days’ notice prior to maturity of the Convertible Note in five (5) years.
The Board of the Company has determined that it is advisable and in the best interests of the Company not to proceed with acquisition of Hapi Metaverse Inc. The Company and Alset Inc. mutually agreed to not proceed with the closing of the acquisition of Hapi Metaverse. 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.
The above description of the termination of the Hapi Metaverse transaction is qualified in its entirety by reference to the Termination Agreement attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information included in Item 1.01 of this Current Report on Form 8-K relating to the Company’s Termination Agreement, and the termination of the planned acquisition of the shares of Hapi Metaverse, is incorporated by reference in this Item 1.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company’s Board of Directors and Compensation Committee have approved an amendment to the Company’s 2025 Incentive Compensation Plan to permit the Company to issue up to an additional 2,000,000 shares of the Company’s common stock to officers, directors, employees and certain other persons who have provided, or shall provide, services to the Company, in addition to those shares already authorized under such plan. Pursuant to the Term Sheet, any such shares granted as compensation will have a lock up of 12 months.
Pursuant to Nasdaq Listing Rules, the Company will be required to seek the approval of stockholders holding a majority of our issued and outstanding common stock in order to materially amend the 2025 Incentive Compensation Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Term Sheet, between HWH International Inc. and Smart Dynamics Technology Limited, dated as of May 5, 2026. | |
| 10.2 | Termination Agreement, between Alset Inc. and HWH International Inc., dated as of May 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| HWH INTERNATIONAL INC. | ||
| Dated: May 7, 2026 | By: | /s/ Rongguo Wei |
| Name: | Rongguo Wei | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
Binding Term Sheet
(Dated May 5, 2026)
This Binding Term Sheet (the “Term Sheet”) constitutes the agreement of the Parties hereto (as defined below) to negotiate and enter into one or more definitive agreements as set forth herein.
| Parties: | 1) | HWH International Inc. (“HWH”), a company incorporated in Nevada, United States, and listed on the Nasdaq Capital Market (Ticker: HWH), with its registered address at 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814; and | |
| 2) | Smart Dynamics Technology Limited (the “Subscriber”), a company incorporated in the British Virgin Islands (BVI Company Number: 2182290), with its registered address at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110. The Subscriber is wholly owned by Value Crepuscular Limited, a company incorporated in the British Virgin Islands (“Value Crepuscular”). Value Crepuscular is beneficially owned as to 50% by Mr. Liu Ming Hui and 50% by Prof. Liu Mingxing. | ||
| HWH and the Subscriber are collectively referred to herein as the “Parties” and each individually a “Party”. The Subscriber shall be a party to Transaction 2 described below. | |||
| Binding Effect: | This Term Sheet is legally binding on the Parties from the date hereof and shall remain in full force and effect pending execution of the Definitive Agreement (as defined below), or if earlier, the expiration or termination hereof. Matters that are not covered by the provisions hereunder are subject to the approval and mutual agreement of the Parties. | |
| Overview: | The Parties propose to effect the following two concurrent transactions:
Transaction 1 – Management Compensation:
HWH proposes to issue 2,000,000 shares of HWH Common Stock to certain officers, directors, other management, employees and certain other individuals who have provided services to HWH from time to time as non-cash bonus compensation for services rendered, subject to a 12-month lock-up; and
Transaction 2 – PIPE and Warrants:
The Subscriber proposes to subscribe for 20,000,000 shares of HWH Common Stock and 160,000,000 warrants exercisable at USD 0.63 per Warrant Share, for a purchase price of USD $0.50 per share, for a total investment of Ten Million US Dollars (USD $10,000,000.00).
Both transactions described above are subject to the Conditions Precedent set out herein and are intended to be implemented concurrently.
The Parties hereby agree that the completion of Transaction 1 shall not be a condition precedent to Transaction 2. |
Transaction 1: Compensation |
Party: | HWH. | ||
| Bonus Shares: | An aggregate of 2,000,000 shares of HWH Common Stock (the “Bonus Compensation Shares”) to be issued to certain officers, directors, other management, employees and certain other individuals who have provided services to HWH as non-cash bonus compensation for services rendered. | |||
| Consideration: | No cash consideration payable by recipients. Shares are issued solely as non-cash bonus compensation. | |||
| Allocation: | Specific allocation among eligible recipients to be determined at the sole discretion of HWH’s Board of Directors and the appropriate committee of such Board. | |||
| Lock-Up: | For 12 months from the date of issuance, such shares shall be subject to a lock-up (the “Lock-Up Period”). During the Lock-Up Period, recipients shall not sell, transfer, pledge, encumber or otherwise dispose of any Bonus Compensation Shares. Each recipient shall, as a condition of issuance, execute a lock-up agreement in favour of HWH in such form as the Board shall determine. |
| Ranking: | The Bonus Compensation Shares shall, upon issuance, rank pari passu with all existing shares of HWH Common Stock. | |||
| Transaction 2: PIPE | Parties: | HWH and the Subscriber. | ||
| Investment Amount: | Ten Million US Dollars (USD $10,000,000.00) (the “PIPE Investment”). | |||
| Subscription Price: | USD $0.50 per share of HWH Common Stock. | |||
| PIPE Shares: | 20,000,000 shares of HWH Common Stock (the “PIPE Shares”), being the PIPE Investment divided by the Subscription Price. | |||
| Ranking: | The PIPE Shares shall, upon issuance, rank pari passu with all existing shares of HWH Common Stock. | |||
| Payment: | The PIPE Investment shall be paid by the Subscriber to HWH via wire transfer to HWH’s designated bank account on or before the closing date of the PIPE. | |||
| Warrants (concurrent with PIPE): | Parties: | HWH and the Subscriber. | ||
| Issuance: | Concurrent with the closing of the PIPE, HWH shall issue to the Subscriber 160,000,000 warrants (the “Warrants”), being 8 Warrants for every 1 PIPE Share subscribed. The Subscriber may transfer the Warrants or any portion thereof, subject to U.S. state and federal securities laws, and the regulations of the Nasdaq or any other exchange on which the Company’s securities may be listed at such time. | |||
| Exercise Price: | USD $0.63 per Warrant Share (approximately 26% above the PIPE Subscription Price of USD 0.50 per share), subject to standard anti-dilution adjustment for stock splits, stock dividends, with the full provisions thereof to be set forth in the Definitive Agreement. | |||
| Expiration: | 48 months from the date of issuance. The Warrants shall automatically lapse and be of no further force and effect after the Expiry Date. | |||
| Exercise: | The Warrants shall be exercisable in whole or in part at any time prior to expiration. No fractional shares shall be issued upon exercise. | |||
| Total Proceeds: | USD $100,800,000.00 (being 160,000,000 Warrants × USD $0.63 per Warrant Share), if exercised in full. | |||
| Warrant Shares: | Upon issuance, rank pari passu with all existing shares of HWH Common Stock. HWH shall reserve sufficient authorized shares to cover the full exercise of all Warrants at all times during the term. | |||
| Warrant Agreement: | The Warrants shall be governed by a separate warrant instrument (the “Warrant Agreement”) to be entered into as part of the Definitive Agreement. |
| Core Investor Protections: | Registration Rights: |
HWH shall use commercially reasonable efforts to file a resale registration statement with the SEC within 60 days of closing (Form S-3 if eligible, otherwise Form S-1) to register all PIPE Shares and warrant shares for resale, as well as any other issued but unregistered shares of the Company outstanding at such date. HWH shall use commercially reasonable efforts to cause the registration statement to be effective within 90 days of filing, and maintain its effectiveness until all shares are freely tradable. All registration costs shall be borne by HWH. | ||
Anti-Dilution & Issuance Restrictions:
|
From the Closing date, for a period of two years, provided the Subscriber continues to beneficially own at least a majority of the Company’s common stock (such period, the “Anti-Dilution Period”), the Company shall not, without the prior written consent of the Subscriber, authorize, issue, or sell any equity securities or securities convertible or exercisable into equity of the Company. This restriction shall not apply to the Management Compensation set forth herein or to any warrant, option or other right to receive shares existing as of the date of the Closing. In the event of any sale of HWH’s securities during the Anti-Dilution Period to investors, pursuant to any public or private offering, the Investor shall be entitled to participate in such sale of securities on the same terms as any other investors, in proportion to ownership percentage of the shares of HWH’s common stock following the Closing. | |||
Board Appointment: |
Upon the Closing, the Subscriber shall have the irrevocable right to appoint three directors to the Board of Directors of HWH, subject to applicable law and the regulations of the Nasdaq, including but not limited to the Nasdaq’s requirements regarding the independence of directors serving on certain committees of the Board of Directors. This right shall remain in full force and effect, and shall not terminate, unless and until the Subscriber ceases to beneficially own a majority of HWH’s issued and outstanding common stock. |
| Approvals: | The completion of all transactions contemplated herein is subject to the following approvals and clearances being obtained: | ||||
| (i) | Board Approval: | Approval by the Board of Directors of HWH for each of the transactions contemplated herein. | |||
| (ii) | Shareholder Approval: | The shareholders of HWH holding a majority of HWH’s issued and outstanding common stock shall have approved, either by written consent or at an annual or special meeting, each of (i) the Pipe Investment; and (ii) an increase in the number of shares approved for issuance pursuant to HWH’s 2025 Incentive Compensation Plan, in each case as required pursuant to the applicable Nasdaq Listing Rules. | |||
| (iii) | No Objection from the Nasdaq: | The closing of the transactions contemplated hereby, including the Bonus Compensation Shares, PIPE Shares, and Warrant Shares, shall be subject to HWH receiving no objection from the Nasdaq. | |||
| (iv) | SEC Filings: | HWH shall file a Form 8-K within four (4) business days of execution of this Term Sheet, and such other filings as may be required under applicable U.S. securities laws. | |||
| (v) | Regulatory Clearances: | All other regulatory approvals, consents, permits and clearances required under applicable law or regulation in connection with the transactions contemplated herein, if any. |
| Conditions Precedent: | In addition to the Approvals set out above, completion of the transactions herein is conditional upon satisfaction (or waiver, where applicable) of the following: | ||
| (i) | Execution of all ancillary transaction documents, including Lock-Up Deeds (for Bonus Compensation Share recipients) and the Warrant Agreement; | ||
| (ii) | No law, injunction, or order prohibiting the completion of any transaction being in force; | ||
| (iii) | The representations and warranties of each Party remaining true and accurate in all material respects as at the date of closing; and | ||
| (iv) | No Material Adverse Effect has occurred and is continuing since the date of this Term Sheet. “Material Adverse Effect” means any event that materially impairs HWH’s business, financial condition, ability to perform its obligations hereunder, or Nasdaq listing compliance. | ||
| Representations & Warranties: | HWH represents and warrants:
(i) HWH is duly incorporated and validly existing under the laws of Nevada, USA; (ii) execution of this Term Sheet does not violate any applicable law, HWH’s Articles of Incorporation, Bylaws, or any material contract; (iii) this Term Sheet constitutes a legal, valid and binding obligation of HWH; (iv) the Bonus Compensation Shares, PIPE Shares and Warrant Shares, when issued, will be validly issued, fully paid and non-assessable, free from all liens and encumbrances; (v) all SEC filings of HWH are complete and accurate in all material respects, with no material undisclosed liabilities and (vi) there is no pending or threatened legal proceeding that would prevent completion of the transactions herein or result in a Material Adverse Effect.
Smart Dynamics Technology Limited (the “Subscriber”) represents and warrants:
(i) the Subscriber is duly incorporated and validly existing under the laws of the British Virgin Islands; (ii) the Subscriber has requisite power and authority to execute this Term Sheet and consummate Transaction 2 set forth herein; (iii) execution of this Term Sheet does not violate any applicable law or material contract; (iv) this Term Sheet constitutes a legal, valid and binding obligation of the Subscriber; (v) there is no pending or threatened proceeding that would prevent completion of Transaction 2 or the Warrants; (vi) the Subscriber is a sophisticated investor acquiring the PIPE Shares and Warrants for its own account for investment purposes only, and has conducted its own due diligence and has sufficient financial resources to meet its obligations under this Term Sheet; and (v) the Subscriber has completed such due diligence regarding HWH as the Subscriber deems necessary and proper. | |
| Indemnity: | Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party hereto and their respective directors, officers, employees, agents and advisers (the “Indemnified Parties”) from and against any and all losses, damages, costs, expenses and liabilities (including reasonable legal fees) (“Losses”) arising out of or in connection with: (i) any material breach by the Indemnifying Party of its representations, warranties, covenants or obligations under this Term Sheet or the Definitive Agreement; or (ii) any willful misconduct, fraud or gross negligence of the Indemnifying Party or its directors, officers, employees or agents.
Each Party’s liability under this indemnity shall be limited to direct Losses only. No Party shall be liable to any other Party for any indirect, special, consequential or punitive damages, howsoever arising.
The indemnity obligations under this clause shall survive the termination of this Term Sheet and the execution of the Definitive Agreement. |
| Definitive Agreement: | The Parties shall use commercially reasonable efforts to negotiate and execute a definitive agreement (the “Definitive Agreement”) within three (3) months of the date hereof. In the event of any conflict between this Term Sheet and the Definitive Agreement, the Definitive Agreement shall prevail. The following provisions shall survive the execution of the Definitive Agreement: Confidentiality, Costs and Expenses, Governing Law, and General Provisions. | |
| Term: | This Term Sheet shall expire three (3) months from the date hereof, and may be terminated by mutual written consent of the Parties at any time prior to expiration. In the event of the expiration or termination of this Term Sheet , this Term Sheet shall automatically cease to be of any further force or effect, save that the following provisions shall continue to apply: Confidentiality, Costs and Expenses, Governing Law, and General Provisions. | |
| Confidentiality: | The existence of this Term Sheet and the terms herein shall be kept strictly confidential and shall not be disclosed to any third party without prior written consent, except that: (i) each Party may disclose to its directors, officers, employees, legal counsel, and financial advisers on a need-to-know basis and subject to confidentiality obligations; and (ii) any Party may make disclosures required by applicable law, regulation, or applicable stock exchange rules (including Nasdaq and SGX), including the filing of a Form 8-Kby HWH within four (4) business days of the date hereof. | |
| Costs and Expenses: | Each Party shall bear its own costs and expenses in connection with the negotiation, preparation, and execution of this Term Sheet and the Definitive Agreement. | |
| Counterparts: | This Term Sheet and any amendments, if any, may be executed in counterparts (including by facsimile), each of which shall be an original with the same effect as if the signatures thereto and hereto were part of the same instrument and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the other Parties. | |
| Governing Law: | This Term Sheet shall be governed by and construed in accordance with the laws of the State of Maryland, United States of America. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts of the State of Maryland for the resolution of any dispute arising out of or in connection with this Term Sheet. |
IN WITNESS WHEREOF, the Parties have executed this Binding Term Sheet as of the date first written above.
| HWH INTERNATIONAL INC. (“HWH”) | ||
| By: | /s/ Chan Heng Fai | |
| Name: | Chan Heng Fai | |
| Title: | Authorized Signatory | |
| Date: | May 5, 2026 | |
| Party to Transaction 2 — PIPE and Warrants only | ||
| SMART DYNAMICS TECHNOLOGY LIMITED (the “Subscriber”) | ||
| By: | /s/ Liu Ming Hui | |
| Name: | Liu Ming Hui | |
| Title: | Authorized Signatory | |
| Date: | May 5, 2026 | |
Exhibit 10.2
TERMINATION AGREEMENT
This
Termination Agreement, dated as of
WHEREAS, the Parties have entered into a Term Sheet and a Stock Purchase Agreement, and HWH agreed, pursuant to the terms thereof, to issue to Alset a Convertible Promissory Note (in the forms of Exhibit A, Exhibit B, and Exhibit C hereto, respectively) (collectively, the “Agreements”);
WHEREAS, the Parties desire to not proceed with the sale and purchase of the shares of Hapi Metaverse Inc. contemplated by the Agreements; and
WHEREAS, the Parties hereto desire to terminate the Agreements on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Agreements.
2. Termination of the Agreements. Subject to the terms and conditions of this Termination Agreement, the Agreements are hereby terminated as of the date first written above (the “Termination Date”). From and after the Termination Date, the Agreements will be of no further force or effect, and the rights and obligations of each of the Parties thereunder shall terminate.
3. Representations and Warranties. Each Party hereby represents and warrants to the other Party that:
(a) It has the full right, power, and authority to enter into this Termination Agreement and to perform its obligations hereunder.
(b) The execution of this Termination Agreement by the individual whose signature is set forth at the end of this Termination Agreement on behalf of such Party, and the delivery of this Termination Agreement by such Party, have been duly authorized by all necessary action on the part of such Party.
(c) This Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
4. Miscellaneous.
(a) This Termination Agreement and all related documents are governed by, and construed in accordance with, the laws of the State of Delaware.
(b) This Termination Agreement and each of the terms and provisions hereof may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.
(c) The Parties drafted this Termination Agreement without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
(d) If any term or provision of this Termination Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Termination Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(e) This Termination Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(f) Each Party shall pay its own costs and expenses in connection with the drafting, negotiation, and execution of this Termination Agreement (including the fees and expenses of its advisors, accountants, and legal counsel).
(g) This Termination Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Termination Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Termination Agreement.
IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the date first written above.
| HWH INTERNATIONAL INC. | ||
| By | ||
| Name: | ||
| Title: | ||
| ALSET INC. | ||
| By | ||
| Name: | ||
| Title: | ||
Exhibit A
Term Sheet
Exhibit B
Stock Purchase Agreement
Exhibit C
Convertible Promissory Note