| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HWH International Inc. [ HWH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/24/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/24/2024 | P | 5,558,347 | A | $0.63(1) | 16,458,347(3)(4) | I | See Footnote | ||
| Common Stock | 09/24/2024 | P | 476,190 | A | $0.63(2) | 19,264,692(3)(5) | I | See Footnote | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On September 24, 2024, Alset International Limited entered into a debt conversion agreement (the "AIL Debt Conversion Agreement") with the Issuer. Under the terms of the AIL Debt Conversion Agreement, Alset International Limited converted $3,501,759.00 of debt owed to it by the issuer into 5,558,347 newly issued shares of the Issuer's common stock. |
| 2. On September 24, 2024, Alset Inc. entered into a debt conversion agreement (the "AEI Debt Conversion Agreement") with the Issuer. Under the terms of the AEI Debt Conversion Agreement, Alset Inc. converted $300,000 of debt owed to it by the issuer into 476,190 newly issued shares of the Issuer's common stock. |
| 3. Alset Inc. may be deemed to possess beneficial ownership of the 16,458,347 shares of the Issuer owned by Alset International Limited as the majority owner of Alset International Limited, in addition to certain other shares held by Alset Inc. and its subsidiaries. Mr. Chan may be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. as the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. The amount of securities beneficially owned by Mr. Chan reported here excludes 13,000 shares of the Issuer's common stock owned by Mr. Chan personally. |
| 4. Reflects the number of securities beneficially owned by Alset International Limited following the transaction. |
| 5. Reflects the number of securities beneficially owned by Alset Inc. following the transaction. |
| /s/ Chan Heng Fai Ambrose | 09/26/2024 | |
| Alset Inc. /s/ Chan Heng Fai Ambrose, Chief Executive Officer | 09/26/2024 | |
| Alset International Limited. /s/ Chan Heng Fai Ambrose, Chief Executive Officer | 09/26/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||