HWH International Inc. 8-K

What Happened

• On February 5, 2026, HWH International Inc. announced it entered a term sheet and related Stock Purchase Agreement to acquire 505,341,376 shares (99.55%) of Hapi Metaverse Inc. from Alset Inc. for $19,910,603. The purchase price will be paid in the form of a convertible promissory note issued by HWH to Alset.
• The Convertible Note bears simple interest at 1% per annum, is for a five-year term from the term sheet date, and may be converted by the seller into newly issued HWH common shares at $1.85 per share (upon ten days’ notice before maturity). Any outstanding principal and accrued interest will automatically convert into HWH shares at maturity.

Key Details

• Seller: Alset Inc. (HWH’s corporate parent and majority stockholder) — this is a related-party transaction.
• Shares purchased: 505,341,376 Hapi Metaverse common shares = 99.55% of outstanding capital.
• Purchase price: $19,910,603 paid via Convertible Note; interest = 1% simple per year; conversion price = $1.85/share; five-year maturity; automatic conversion at maturity.
• Corporate approvals: Board and Audit Committee approved the deal; majority stockholder approval was obtained (Alset and affiliates hold a majority); the Company obtained a fairness opinion. Two executives recused from voting; each of HWH’s three independent directors also serves as an independent director of Alset.

Why It Matters

• This transaction gives HWH near‑control of Hapi Metaverse and creates a $19.91M convertible obligation on HWH’s balance sheet that could convert into newly issued HWH shares, potentially diluting existing shareholders if conversion occurs.
• Because the seller is HWH’s parent (a related party), investors should note governance steps taken (recusals, board/audit committee review, fairness opinion) but also be aware of the related‑party nature of the deal.
• The closing is subject to standard conditions described in the filing; the convertible note’s terms (low interest, fixed conversion price, automatic conversion at maturity) determine the timing and scale of any future dilution.