Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 11, 2026, HWH International Inc. (the "Company") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Smart Dynamics Technology Limited, the Company's majority stockholder. Pursuant to the Stock Purchase Agreement, the Company agreed to purchase all of the issued and outstanding shares (the "Shares") of Hearty Nova Limited, a British Virgin Islands limited company, from Smart Dynamics Technology Limited. The purchase price for the Shares will be $1.00.

Hearty Nova Limited owns 51% of a joint venture company in Hong Kong, China Gas Africa Clean Energy Investment Holdings Limited (the "JV Company"). The remaining 49% of the JV Company is owned by China Gas Holdings Limited ("CGH").

The Company's Chairman, Liu Ming Hui, is both the owner of Smart Dynamics and the Chairman and a significant stockholder of CGH. Liu Ming Xing, the Company's Chief Executive Officer, also serves as an Executive Director of CGH. Liu Ming Hui and Liu Ming Xing are brothers. Liu Chang is a member of the Company's Board of Directors, Liu Ming Hui's daughter, and an Executive Director of CGH.

The Company anticipates investing US$1,173,000 in the JV Company through Hearty Nova Limited, with CGH investing $1,127,000 in the JV Company (such investment amounts reflect the parties' relative ownership). This funding will be provided as and when required, with the amount and timing subject to the necessary approvals at that time. The JV Company intends to develop, construct and operate a natural gas processing plant in Nigeria, and anticipates borrowing from non-affiliated parties to finance the remaining expenses of this project.

The closing of the Stock Purchase Agreement will be subject to standard closing conditions.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to its complete text, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

Planned Name Change

The Company's Board of Directors has approved the change of the Company's name from "HWH International Inc." to "EnerSyn Global Inc." The Company will announce additional information regarding the timing of this name change in the near future.

The new corporate name "EnerSyn Global Inc." is strategically designed to reflect the Company's planned expansion into new areas, including energy, as the Company expands its operations.

The prefix "Ener" is intended to reflect the Company's plans to enter into areas which may include global oil and gas resources, natural gas processing, coal-based energy production, and strategic mineral resources.

The suffix "Syn", derived from "Synthesis", symbolizes what the Company believes will be a core competitive differentiation: the synthesis, integration and digitalization of global energy assets. This term will embody the integration of traditional energy processing, chemical synthesis business including natural gas-to-methanol production, and the future synchronized deployment of Real World Asset (RWA) digitization infrastructure.

The addition of "Global" demonstrates the Company's sustained cross-border resource expansion strategy, global capital market orientation, and its ambition to build a worldwide integrated energy industrial ecosystem.

The Company continues to operate its existing business operations as well.