HWH 8-K
HWH International Inc. (HWH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
On January 6, 2025, HWH International Inc. (the “Company”) announced the closing of its previously disclosed public offering of 3,162,500 shares of common stock, par value $0.0001 per share (the “Shares”) and 1,250,000 pre-funded warrants to purchase shares of common stock (“Pre-Funded Warrants”). The Shares and Pre-Funded Warrants were offered at a public offering price of $0.40 per share and $0.3999 per Pre-Funded Warrant, respectively. The Pre-Funded Warrants are exercisable immediately upon issuance and have an exercise price of $0.0001 per share. The gross proceeds to the Company from the offering were approximately $1.76 million, before deducting placement agent fees and other offering expenses.
The offering was conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-282567), which was initially filed with the Securities and Exchange Commission (“SEC”) on October 10, 2024, subsequently amended on October 23, 2024, December 4, 2024, and December 10, 2024, and declared effective on December 19, 2024. The final prospectus for the offering, dated January 3, 2025, was filed with the SEC on January 6, 2025, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. The offering closed on January 6, 2025.
D. Boral Capital LLC (“D. Boral Capital”) acted as the exclusive placement agent for the offering. Pursuant to the Placement Agency Agreement, the Company paid D. Boral Capital a cash fee equal to 7.5% of the gross proceeds from the offering, a non-accountable expense allowance equal to 1.0% of the gross proceeds, and reimbursement for legal and out-of-pocket expenses up to $75,000.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Placement Agency Agreement, dated January 3, 2025, by and between HWH International Inc. and D. Boral Capital LLC (previously filed as Exhibit 1.1 to the Current Report on Form 8-K filed on January 3, 2025, and incorporated herein by reference). | |
| 4.1 | Form of Pre-Funded Warrant (previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed on January 3, 2025, and incorporated herein by reference). | |
| 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: January 6, 2025 | HWH INTERNATIONAL INC. | |
| By: | /s/ Rongguo Wei | |
| Name: | Rongguo Wei | |
| Title: | Chief Financial Officer | |