{"url_path":"/sec/hwh/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1897245/0001493152-26-042315-index.html","accession_number":"0001493152-26-042315","cik":"0001897245","ticker":"HWH","issuer_name":"HWH International Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1897245/0001493152-26-042315-index.html","primary_entity_key":"0001897245","primary_entity_name":"HWH International Inc."},"word_count":321,"has_tables":true,"body_markdown":"** **\n\n \n\n \n\n \n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn\nSeptember 11, 2026, HWH International Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Stock\nPurchase Agreement”) with Smart Dynamics Technology Limited, the Company’s majority stockholder. Pursuant to the Stock Purchase\nAgreement, the Company agreed to purchase all of the issued and outstanding shares (the “Shares”) of Hearty Nova Limited,\na British Virgin Islands limited company, from Smart Dynamics Technology Limited. The purchase price for the Shares will be $1.00.\n\n \n\nHearty\nNova Limited owns 51% of a joint venture company in Hong Kong, China Gas Africa Clean Energy Investment Holdings Limited (the “JV\nCompany”). The remaining 49% of the JV Company is owned by China Gas Holdings Limited (“CGH”).\n\n \n\nThe\nCompany’s Chairman, Liu Ming Hui, is both the owner of Smart Dynamics and the Chairman and a significant stockholder of CGH. Liu\nMing Xing, the Company’s Chief Executive Officer, also serves as an Executive Director of CGH. Liu Ming Hui and Liu Ming Xing are\nbrothers. Liu Chang is a member of the Company’s Board of Directors, Liu Ming Hui’s daughter, and an Executive Director of\nCGH.\n\n \n\nThe\nCompany anticipates investing US$1,173,000 in the JV Company through Hearty Nova Limited, with CGH investing $1,127,000 in the JV Company\n(such investment amounts reflect the parties’ relative ownership). This funding will be provided as and when required, with\nthe amount and timing subject to the necessary approvals at that time. The JV Company intends to develop, construct and operate a\nnatural gas processing plant in Nigeria, and anticipates borrowing from non-affiliated parties to finance the remaining expenses of this\nproject.\n\n \n\nThe\nclosing of the Stock Purchase Agreement will be subject to standard closing conditions.\n\n \n\nThe\nforegoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to\nits complete text, which is filed as Exhibit 10.1 to this Current Report on Form 8-K."}