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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): December 12, 2024

 

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 5.07 Submission of Matters to a Vote of Security Holders

 

On December 12, 2024, HWH International Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of October 15, 2024, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 22,257,838 shares of Company common stock, par value $0.0001, issued and outstanding and entitled to vote at the Annual Meeting. A total of 20,836,779 shares of common stock, constituting a quorum, were represented virtually or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

 

Proposal 1. At the Annual Meeting, the terms of four (4) members of the Board expired. All of the four (4) nominees for director were elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until such director’s prior death, resignation, retirement, disqualification or removal. The result of the votes to elect the four (4) directors was as follows:

 

Directors   For   Withheld  
Chan Heng Fai   19,731,664   5,709  
Wong Tat Keung   19,722,056   15,317  
William Wu   19,722,096   15,277  
Wong Shui Yeung   19,716,764   20,609  

 

Proposal 2. At the Annual Meeting, the stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The result of the votes to ratify the appointment of Grassi & Co., CPAs, P.C. was as follows:

 

For   Against   Abstain
20,836,050   579   150

 

Proposal 3. At the Annual Meeting, the stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation in order to permit the shareholders of the Company to take action by majority written consent (the “Written Consent Proposal”). The result of the votes to ratify the Written Consent Proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
19,682,462   54,471   440   1,099,406

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

   Description
     
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: December 12, 2024 HWH INTERNATIONAL INC.
     
  By: /s/ Rongguo Wei
  Name: Rongguo Wei
  Title: Chief Financial Officer

 

 

 

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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 Bethesda
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Title of 12(b) Security Common Stock, $0.0001 par value per share
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