Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

HWH International Inc., a Delaware corporation (the "Registrant"), and its wholly owned subsidiary, HWH International Inc., a Nevada corporation (referred to herein as the "Surviving Company"), entered into an Agreement and Plan of Merger, dated as of November 12, 2025 (the "Merger Agreement"), with the Surviving Company continuing as the surviving corporation following the merger of the Delaware parent and the Nevada subsidiary (the "Reincorporation Merger").

Pursuant to the Merger Agreement, at the Effective Time (as hereinafter defined), the Surviving Company will succeed to the assets, continue the business and assume the rights and obligations of the Registrant existing immediately prior to the Effective Time. The Reincorporation Merger is expected to be consummated when the certificates of merger filed with the Secretary of State of the State of Nevada (the "Nevada Certificate of Merger") and the Secretary of State of the State of Delaware (the "Delaware Certificate of Merger") become effective on November 14, 2025 at 11:00PM Eastern Time (the "Effective Time"). Copies of the Nevada Certificate of Merger and the Delaware Certificate of Merger are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are each incorporated herein by reference. The Merger Agreement and transactions contemplated thereby were approved by the majority of the Registrant's shareholders by written consent on October 10, 2025 and by the sole stockholder of the Surviving Company on October 10, 2025. Pursuant to Rule 12g-3 under the Exchange Act, the shares of common stock of the Surviving Company, as successor issuer, will be deemed registered under Section 12(b) of the Securities Exchange Act of 1934, as amended. The shares of common stock of the Surviving Company will continue to be listed for trading on the Nasdaq Stock Market under the symbol "HWH" and the Surviving Company will continue to use the name "HWH International Inc."

At the Effective Time, pursuant to the Merger Agreement, each outstanding share of common stock of the Registrant, is to be automatically converted into one share of common stock of the Surviving Company and the Surviving Company is to assume all of the Registrant's outstanding convertible securities and each outstanding convertible security shall be converted into and become the right to purchase or receive the same number of shares of Surviving Company Common Stock, at the same exercise price or conversion price per share and upon the same terms and subject to the same conditions as set forth in the applicable security as in effect immediately prior to the Effective Time.

Pursuant to the Merger Agreement, at the Effective Time, the directors and officers of the Surviving Company immediately prior to the Reincorporation Merger, who are also the current directors and officers of the Registrant, will remain the directors and officers of the Surviving Company and continue their respective directorship or services with the Surviving Company on the same terms as their respective directorship or service with the Registrant immediately prior to the Effective Time.

As of the Effective Time, the Surviving Company is to be subject to the Nevada Revised Statutes and governed by the Surviving Company's Amended and Restated Certificate of Incorporation and its bylaws, which are included as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

The description of the Reincorporation Merger and the Merger Agreement contained in this Item 1.01, does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.

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

The information set forth under Item 1.01 above is incorporated by reference into this Item 5.03.