HWH International Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
The disclosure contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 2.01 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$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 approximately $470,000 U.S. Dollars in revenue in 2024. Following this sale, the Seller will continue to own 20% of Alset F&B One.
The Buyer is a significant stockholder of the Company. The Company’s Chairman, Chan Heng Fai, is also the Chairman and Chief Executive Officer of the Buyer. In addition, two of the three other members of the Company’s Board of Directors, namely Wong Shui Yeung and Wong Tat Keung, are also directors of the Buyer.
The sale of shares of Alset F&B One pursuant to the Sale and Purchase Agreement was completed on September 10, 2025.
The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Sale and Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The Company has included as Exhibit 99.1 to this Current Report on Form 8-K unaudited pro forma condensed consolidated financial information to illustrate the pro forma effects of the sale of shares of Alset F&B One pursuant to the Sale and Purchase Agreement.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
Unaudited pro forma condensed consolidated financial information of the Company, giving effect to the transaction contemplated by the Sale and Purchase Agreement described in Item 2.01 of this Current Report on Form 8-K, is filed as Exhibit 99.1.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Sale and Purchase Agreement with Alset International Limited dated September 10, 2025. | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information of HWH International Inc. | |
| 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: September 16, 2025 | HWH INTERNATIONAL INC. | |
| By: | /s/ Rongguo Wei | |
| Name: | Rongguo Wei | |
| Title: | Chief Financial Officer | |