Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 24, 2024, HWH International Inc. (the "Company") entered into two (2) debt conversion agreements with creditors (each an "Agreement," or collectively, the "Agreements"): (i) Alset International Limited (the Company's majority stockholder); and (ii) Alset Inc. (which is Alset International Limited's majority stockholder). Each Agreement converts debt owed by the Company to the respective creditor into shares of the Company's common stock. The Agreements are substantially the same with the exception of the amount of debt to be converted under each.

Under the terms of their respective agreements, Alset Inc. shall convert $300,000.00 of the Company's debt into 476,190 shares of the Company's common stock, and Alset International Limited shall convert $3,501,759.00 of the Company's debt into 5,558,347 shares of the Company's common stock. Under the Agreements, the debt conversions shall result in the issuance of newly issued shares of the Company's common stock. The price at which the debt conversion was fixed was set at $0.63 per share. Cumulatively, the newly issued shares contemplated by the Agreements represent 6,034,537 new shares of the Company's common stock, constituting an increase to the total issued and outstanding shares of the Company's common stock of 37.2% over the amount immediately preceding the effectiveness of the Agreements. The shares contemplated by the Agreements are restricted securities under the Securities Act of 1933, and shall be issued in reliance upon the safe harbor provided by Rule 506 of Regulation D.

The Company's Chairman, Chan Heng Fai, is also the Chairman and Chief Executive Officer of each of Alset Inc. and Alset International Limited., and is the majority stockholder of Alset Inc. Each of our independent directors is also an independent director of Alset Inc., and certain independent directors are also members of the board of Alset International Limited.

The foregoing description is only a summary of the material provisions of the Agreements and is qualified in its entirety by reference to the copy of each Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.