HWH International Completes $10M PIPE, Appoints Three Directors

What Happened

• HWH International Inc. announced that it entered into a Securities Purchase Agreement with Smart Dynamics Technology Limited and completed the PIPE on August 10, 2026. The company issued 20,000,000 shares of common stock and warrants to purchase up to 160,000,000 additional shares at $0.63 per share (exercisable immediately, expiring August 10, 2030) for aggregate proceeds of $10,000,000. The agreement was dated May 27, 2026 and amended June 8, 2026; the PIPE was approved by a majority of stockholders on June 12, 2026.

Key Details

• Purchaser: Smart Dynamics Technology Limited (party to the Securities Purchase Agreement).
• Securities issued at closing (Aug 10, 2026): 20,000,000 common shares and Common Stock Purchase Warrants to buy up to 160,000,000 shares at $0.63/share (expire 8/10/2030).
• Aggregate purchase price: $10,000,000.
• Board changes: three directors appointed effective Aug 10, 2026 — Liu Chang (Cathy Liu), Liu Ming Hui, and Dr. Liu Ming Xing; board size increased from five to eight. The Purchaser had the right to appoint these three directors under the Securities Purchase Agreement.
• Related-party note: Messrs. Liu Ming Hui and Liu Ming Xing are directors of Smart Dynamics (Mr. Liu Ming Hui is the sole shareholder); Ms. Liu Chang is Mr. Liu Ming Hui’s daughter and Dr. Liu Ming Xing’s niece.

Why It Matters

• The transaction raised $10M in cash and issued both immediate shares and significant warrant coverage (up to 160M shares) that could materially increase the company’s share count if exercised.
• Smart Dynamics gained board representation through appointment of three directors, which could affect company governance and strategic direction.
• Investors should note the size and terms of the warrants (exercise price and long maturity) and the related-party relationships disclosed; these are material facts for assessing dilution risk and potential changes in control or influence.