SCHEDULE: HWH International CEO Boosts Stake to 81.3% via Share Grant

HWH International's Chairman and CEO, Heng Fai Ambrose Chan, significantly increased his beneficial ownership to 81.3% after receiving a 1,000,000 share compensation grant.

Summary

• HWH International Inc. (HWH) awarded its Chairman and Chief Executive Officer, Chan Heng Fai, 1,000,000 shares of common stock.
• The shares were granted on November 26, 2025, as compensation for services rendered under the Company's 2025 Incentive Compensation Plan, adopted on November 10, 2025.
• Following this grant, Heng Fai Ambrose Chan's aggregate beneficial ownership increased to 6,114,709 shares, representing 81.3% of the company's common stock.
• Alset Inc. beneficially owns 5,112,109 shares (67.9%), Alset International Limited owns 1,991,669 shares (26.6%), and Alset Acquisition Sponsor, LLC owns 582,850 shares (7.7%).
• The percentage ownership is based on 7,476,400 shares of HWH International Inc. common stock outstanding as of December 1, 2025.

Sentiment

Score: 5

Explanation: The filing is a factual report of a change in beneficial ownership due to executive compensation, presenting a neutral sentiment. While increased insider ownership can be seen positively, the high concentration of control could be viewed with caution by some investors.

Positives

• Increased alignment of interests between the Chairman and CEO, Heng Fai Ambrose Chan, and shareholders due to a significant equity compensation grant.
• The grant was made pursuant to the Company's 2025 Incentive Compensation Plan, indicating a structured approach to executive remuneration.

Negatives

• The significant increase in beneficial ownership by the Chairman and CEO, now at 81.3%, further concentrates voting power and control within a single individual/group.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Management Comments

• The Board of Directors of HWH International Inc. awarded the Company's Chairman and Chief Executive Officer Chan Heng Fai 1,000,000 shares of the Company's common stock as compensation for services rendered pursuant to the Company's 2025 Incentive Compensation Plan.

Industry Context

This filing primarily concerns a change in beneficial ownership due to executive compensation and does not provide information directly related to broader industry trends or competitive landscape.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased insider ownership may signal confidence, but also concentrates voting power, potentially reducing influence for minority shareholders.
• Management: The CEO's compensation package is significantly enhanced through equity, aligning his financial interests more closely with the company's stock performance.

Key Dates

Keywords

HWH International, Heng Fai Ambrose Chan, Beneficial Ownership, Executive Compensation, Schedule 13D, Alset Inc., Corporate Governance