false --12-31 0001897245 0001897245 2025-01-08 2025-01-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 8, 2025

 

HWH International Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41254   87-3296100

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

4800 Montgomery Lane, Suite 210 Bethesda, MD   20814
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (301) 971-3955

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   HWH   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 8, 2025, HWH International Inc. (the “Company”) amended the text of Section 7.3 of Article VII of the Company’s Amended and Restated Certificate of Incorporation with the State of Delaware to permit the stockholders of the Company to take action by majority written consent. This Amendment of the Company’s Amended and Restated Certificate of Incorporation was approved by the Company’s stockholders at the Company’s annual meeting of stockholders on December 12, 2024.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

   Description
     
3.1   Amendment to Amended and Restated Certificate of Incorporation
104   Cover page Interactive Data File (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: January 10, 2025 HWH INTERNATIONAL INC.
     
  By: /s/ Rongguo Wei
  Name: Rongguo Wei
  Title: Chief Financial Officer

 

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HWH INTERNATIONAL INC.

 

 

 

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware (the “DGCL”)

 

 

 

HWH International Inc., a corporation organized and existing under and by virtue of the DGCL, does hereby certify as follows:

 

FIRST: That the Amended and Restated Certificate of Incorporation of the corporation is hereby amended by replacing Section 7.3 of Article VII with the following:

 

“Section 7.3 Action by Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation may be effected by written consent of the stockholders of the Corporation holding at least a majority of the outstanding voting stock of the Corporation.”

 

SECOND: That the foregoing amendment was duly adopted in accordance with Section 242 of the DGCL.

 

 

 

 

Execution

 

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

 

Date: January 8, 2025  
   
  HWH INTERNATIONAL INC.
   
  By: /s/ Rongguo Wei
  Name: Rongguo Wei
  Title: Chief Financial Officer

 

 

 

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Cover
Jan. 08, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 08, 2025
Current Fiscal Year End Date --12-31
Entity File Number 001-41254
Entity Registrant Name HWH International Inc
Entity Central Index Key 0001897245
Entity Tax Identification Number 87-3296100
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4800 Montgomery Lane
Entity Address, Address Line Two Suite 210
Entity Address, City or Town Bethesda
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20814
City Area Code (301)
Local Phone Number 971-3955
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol HWH
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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