CEO — Chan Heng Fai: The CEO resigned but was immediately succeeded by a named individual (Liu Ming Xing) who was already on the board, indicating an orderly succession rather than a sudden loss of leadership.

Unregistered Sales of Equity Securities. The information set forth under

Director — Liu Chang: The filing discloses the appointment of new directors pursuant to a securities purchase agreement, which is a governance change rather than a departure of senior management.

Following the issuance of the 20,000,000 shares of the Company’s common stock to the Purchaser, the Purchaser now owns approximately 67.3% of the outstanding shares of Common Stock of the Company, calculated based on 29,726,400 shares of the Company’s common stock issued and outstanding following the issuance of the PIPE shares. Upon exercise of the Purchaser’s warrants to purchase 160,000,000 shares of the Company’s common stock, the Purchaser would own approximately 95% of the Company’s com…

Entry into a Material Definitive Agreement. Securities Purchase Agreement 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 agreed to sell (i) 20,000,000 (twenty million) shares of its Common Stock; and (ii) warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the Compa…

The sale of securities contemplated by the Stock Purchase Agreement between the Company and Alset was completed on June 9, 2026. The securities described above under

Entry into a Material Definitive Agreement. Amendment to Securities Purchase Agreement 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…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On 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’ equit…

Unregistered Sales of Equity Securities The information set forth under

Entry into a Material Definitive Agreement. Securities Purchase Agreement 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…

The filing pertains to an amendment of the Company’s Incentive Compensation Plan, which is a non-management matter.

Termination of a Material Definitive Agreement. The information included in

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) warrant…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. The information contained in

Entry into a Material Definitive Agreement. Binding Term Sheet for Purchase of Shares of Hapi Metaverse Inc. On February 5, 2026, HWH International Inc. (the “Company”) entered into a term sheet (the “Term Sheet”), with Alset Inc., a Texas company (the “Seller”), the Company’s corporate parent (Alset Inc., directly and through subsidiaries, owns a majority of the Company’s common stock). Pursuant to the Term Sheet, the Company agreed purchase from the Seller 505,341,376 issued and outstanding…

In connection with the issuance of the common stock of the Company which may be issued upon the conversion of the Convertible Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

Chan Heng Fai: Compensatory arrangement for services rendered.

Entry into a Material Definitive Agreement. HWH International Inc., a Delaware corporation (the “Registrant”), and its wholly owned subsidiary, HWH International Inc., a Nevada corporation (referred to herein as the “Surviving Company”), entered into an Agreement and Plan of Merger, dated as of November 12, 2025 (the “Merger Agreement”), with the Surviving Company continuing as the surviving corporation following the merger of the Delaware parent and the Nevada subsidiary (the “Reincorporatio…

Chief Executive Officer — John “JT” Thatch: John 'JT' Thatch resigned as CEO, and Chan Heng Fai was appointed as the new CEO.

Entry into a Material Definitive Agreement The disclosure contained in

Completion of Acquisition or Disposition of Assets. On September 10, 2025, Alset F&B Holdings Pte. Ltd., (“Seller”), a Singapore subsidiary of HWH International Inc., a Delaware corporation (the “Company”), entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Alset International Limited (“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$2…

Changes in Registrant’s Certifying Accountant. 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. Grassi’s audit report on the Company’s financial statements for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,…

Material Modification to Rights of Security Holders. The information set forth in

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.

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 t…