HWH International Inc.

02/06/2026 | Press release | Distributed by Public on 02/06/2026 05:04

Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

The information included in Item 1.01 of this Current Report on Form 8-K relating to the Company's Stock Purchase Agreement is incorporated by reference in this Item 3.02. In connection with the issuance of the common stock of the Company which may be issued upon the conversion of the Convertible Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

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