Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On May 27, 2026, HWH International Inc., a Nevada corporation (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Smart Dynamics Technology Limited (the "Purchaser"), pursuant to which the Company will sell (i) 20,000,000 (twenty million) fully paid, non-assessable shares of its Common Stock and (ii) warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the Company's common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on the fourth anniversary of the closing of the transactions contemplated by the Securities Purchase Agreement for an aggregate purchase price of $10,000,000 (the "PIPE").

The Securities Purchase Agreement was made and entered into pursuant to the terms of that certain Term Sheet entered into by the Company and the Purchaser on May 5, 2026.

The parties anticipate that the proceeds from this transaction will be for general working capital and permit the Company to expand its operations.

The Securities Purchase Agreement contains certain provisions which would, upon the closing of the transactions contemplated by the Securities Purchase Agreement, provided the Purchaser continues to beneficially own at least a majority of the Company's common stock, grant the Purchaser anti-dilution rights for a period of two years from the closing in which the Company would not be able to sell new equity securities without the consent of the Purchaser, subject to certain exceptions as set forth in the Securities Purchase Agreement. Further, upon the closing, the Purchaser would be given the right to appoint three directors to the Company's Board of Directors, subject to the conditions described in the Securities Purchase Agreement. Pursuant to the Term Sheet, the Company would be required to file a registration statement registering the 20,000,000 shares issuable to the Purchaser, and the shares underlying the warrants, within sixty days of the closing.

The above description of the PIPE is qualified in its entirety by reference to the Securities Purchase Agreement attached as Exhibit 10.1 to this current report and incorporated herein by reference.

The closing of the PIPE will be subject to standard closing conditions, including the approval by the stockholders of the Company holding a majority of the Company's common stock.

This current report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 under the caption "Securities Purchase Agreement" is incorporated by reference into this Item 3.02.

The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.