Item 5. Other Information
Item
5. Other Information.
None.
32
Item
6. Exhibits
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit
Description
2.1
Agreement
and Plan of Merger, dated as of November 12, 2025, by and between HWH International Inc., a Delaware company, and HWH International
Inc., a Nevada company, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 14, 2025.
3.1
Nevada
Certificate of Merger, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 14, 2025.
3.2
Delaware
Certificate of Merger, incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 14, 2025.
3.3
Amended
and Restated Articles of Incorporation of HWH International Inc., incorporated by reference to Exhibit 3.3 of the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2025.
3.4
Bylaws
of HWH International Inc., incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 14, 2025.
10.1
Incentive
Compensation Plan Stock Award Agreement, dated November 26, 2025, incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2025.
10.2
Term
Sheet, between Alset Inc. and HWH International Inc., dated as of February 5, 2026, incorporated by reference to Exhibit 10.1 of
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026.
10.3
Stock
Purchase Agreement, between Alset Inc. and HWH International Inc., dated as of February 5, 2026, incorporated by reference to Exhibit
10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026.
10.4
Convertible
Note, between Alset Inc. and HWH International Inc., dated as of February 5, 2026, incorporated by reference to Exhibit 10.3 of the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026.
10.5
Term Sheet, between HWH International Inc. and Smart Dynamics Technology Limited, dated as of May 5, 2026, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2026.
10.6
Termination Agreement, between Alset Inc. and HWH International Inc., dated as of May 6, 2026, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2026.
31.1
Certification
of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 *
31.2
Certification
of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 *
32.1
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 *
32.2
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 *
99.1
2025
Incentive Compensation Plan (Incorporated by Reference in the Company’s Definitive Information Statement Pursuant to Section
14(c) of the Securities Exchange Act of 1934, filed by the Company with the SEC on October 20, 2025).
101.INS
Inline
XBRL Instance Document.
101.SCH
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
33
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
HWH
INTERNATIONAL INC.
May
13, 2026
By:
/s/
Chan Heng Fai
Name:
Chan
Heng Fai
Title:
Chief
Executive Officer
(Principal
Executive Officer)
May
13, 2026
By:
/s/
Rongguo Wei
Name:
Rongguo
Wei
Title:
Chief
Financial Officer
(Principal
Accounting and Financial Officer)
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.