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8-KAccepted Sep 11, 9:21 AM ET

HWH International Inc. Agrees to Buy Hearty Nova; Board Approves Name Change

HWHHWH International Inc.

Accepted (ET)

9:21 AM

Sep 11, 2026

Filed

Sep 11, 2026

Documents

12

Size

279.9 KB

Summary

HWH International Inc. Agrees to Buy Hearty Nova; Board Approves Name Change

Updated

What Happened

  • On September 11, 2026, HWH International Inc. announced it entered a Stock Purchase Agreement with its majority shareholder, Smart Dynamics Technology Limited, to acquire all issued and outstanding shares of Hearty Nova Limited for $1.00. Hearty Nova holds 51% of the joint venture China Gas Africa Clean Energy Investment Holdings Limited (the JV Company); China Gas Holdings Limited (CGH) owns the other 49%.
  • The company expects to invest approximately US$1,173,000 in the JV (CGH is expected to invest $1,127,000) to develop, construct and operate a natural gas processing plant in Nigeria. The timing and amounts of contributions will be provided as required and subject to approvals; the JV may borrow from third parties to finance remaining project costs.
  • The Board also approved a planned corporate name change from “HWH International Inc.” to “EnerSyn Global Inc.” to reflect an expanded strategic focus on energy, synthesis/integration of assets, and global operations.

Key Details

  • Stock Purchase Agreement date: September 11, 2026; purchase price for Hearty Nova: $1.00.
  • Planned JV equity contributions: HWH via Hearty Nova ~US$1,173,000; CGH ~US$1,127,000.
  • Related-party connections disclosed: HWH Chairman Liu Ming Hui owns Smart Dynamics and is Chairman/significant shareholder of CGH; CEO Liu Ming Xing is an Executive Director of CGH; board member Liu Chang is Liu Ming Hui’s daughter and an Executive Director of CGH.
  • Nasdaq compliance: after prior deficiency, HWH completed stock sales (250,000 shares to Alset Inc. for $500,000 on June 9, 2026; 20,000,000 shares plus warrants to Smart Dynamics for $10,000,000 on August 10, 2026), reported stockholders’ equity of $2,798,599 as of June 30, 2026, and received a Nasdaq conditional compliance letter on August 28, 2026.

Why It Matters

  • The acquisition gives HWH control of the vehicle that holds the majority interest in a JV planning a natural gas processing plant in Nigeria, marking a concrete step into energy infrastructure activity. The planned equity contributions and potential third‑party borrowing mean the project will require additional capital and future approvals.
  • Investors should note the related-party nature of the transaction and the disclosed family and business ties to CGH, which can pose governance and conflict-of-interest considerations. The company also reports that recent financing transactions restored compliance with Nasdaq’s minimum stockholders’ equity requirement, reducing immediate delisting risk, though Nasdaq will continue to monitor future reports.

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