SCHEDULE 13D/A: Major Shareholder Heng Fai Ambrose Chan and Affiliates Maintain Dominant Stake in HWH International Inc.

Heng Fai Ambrose Chan and affiliated entities, including Alset Inc. and Alset International Limited, collectively hold a 78.4% beneficial ownership stake in HWH International Inc., as disclosed in a recent Schedule 13D filing.

Summary

• Heng Fai Ambrose Chan, along with Alset Inc., Alset International Limited, and Alset Acquisition Sponsor, LLC, collectively beneficially own 5,114,709 shares of HWH International Inc. common stock, representing 78.4% of the outstanding shares.
• This percentage is based on 6,476,400 shares of HWH International Inc. common stock outstanding as of March 13, 2025.
• Alset Inc. and its majority-owned subsidiaries (Alset International Limited and Alset Acquisition Sponsor, LLC) collectively beneficially own 5,112,109 shares, also representing 78.4% of the outstanding shares.
• Alset International Limited beneficially owns 1,991,669 shares, or 30.8% of the outstanding shares.
• Alset Acquisition Sponsor, LLC beneficially owns 582,850 shares, or 9% of the outstanding shares, which includes 535,475 shares and warrants convertible into 47,375 shares.
• A stock loan agreement, effective January 30, 2024, between Alset Acquisition Sponsor, LLC (the 'Sponsor') and an unnamed borrower, involving 69,444 shares of HWH International Inc. common stock, was terminated on March 11, 2025, with the shares being returned to the Sponsor.
• During the loan period, the Sponsor retained the right to vote the shares and receive any dividends, while the borrower was restricted from selling, lending, or transferring the shares and agreed not to trade HWH securities for one year.

Sentiment

Score: 6

Explanation: The document is largely neutral, providing factual updates on beneficial ownership and the termination of a stock loan. The high insider ownership could be seen as a positive, but there are no new operational or financial developments.

Positives

• The return of 69,444 shares to Alset Acquisition Sponsor, LLC indicates the successful fulfillment of the stock loan agreement, removing any potential counterparty risk associated with the loan.
• The high beneficial ownership stake (78.4%) by Heng Fai Ambrose Chan and his affiliated entities suggests strong insider confidence and alignment of interests with the company's long-term success.

Risks

• The significant concentration of ownership (78.4%) by a single individual and affiliated entities could limit the liquidity of the stock and reduce the influence of minority shareholders.
• While terminated, the prior stock loan agreement introduced counterparty risk, which, if not managed, could have impacted the beneficial ownership structure.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future operations or financial performance.

Industry Context

This filing is a routine disclosure of beneficial ownership changes and the termination of a stock loan agreement, which is specific to the company's capital structure and does not directly reflect broader industry trends. High insider ownership, as seen here, is common in smaller or developing companies, often indicating strong commitment from key stakeholders.

Comparison to Industry Standards

• Not applicable as this filing primarily concerns beneficial ownership and a specific stock loan agreement, not financial performance or operational results that can be benchmarked against industry standards or comparable companies.

Related Party Transactions

• A stock loan agreement was entered into between Alset Acquisition Sponsor, LLC (a majority-owned subsidiary of Alset Inc., which is controlled by Heng Fai Ambrose Chan) and an unnamed borrower. While the borrower's relationship is not explicitly stated, such transactions within a controlling shareholder group often involve related parties.

Stakeholder Impact

• Shareholders are informed of the continued high concentration of ownership by Heng Fai Ambrose Chan and his affiliated entities, which could influence perceptions of control and liquidity.
• The termination of the stock loan agreement clarifies the ownership status of the 69,444 shares, ensuring they are back under the direct control of Alset Acquisition Sponsor, LLC.

Key Dates

Recommendation

Keywords

HWH International Inc., HWH, Schedule 13D, beneficial ownership, Heng Fai Ambrose Chan, Alset Inc., Alset International Limited, Alset Acquisition Sponsor LLC, common stock, ownership stake, stock loan, SEC filing