M&A: Chan Heng Fai Ambrose

Form Type: SCHEDULE 13D/A

Filing Date: 2024-12-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315224052332

Comments: On December 24, 2024, Alset Inc. finalized a Stock Purchase Agreement to acquire 1,300,000 newly issued shares of HWH International Inc.'s common stock at $0.45 per share, contributing to Heng Fai Ambrose Chan's cumulative shareholding of 25,226,331, equivalent to 90.2% of the total shares outstanding as of December 27, 2024. Other entities associated with Mr. Chan include Alset Inc. with 25,213,331 shares (90.1%), Alset International Limited holding 9,958,347 shares (35.6%), and Alset Acquisition Sponsor, LLC with 2,567,030 shares (9.2%). In a prior agreement on September 26, 2024, Alset Inc. also acquired 6,500,000 shares of HWH through Alset International Limited, financed by a secured promissory note totaling $4,095,000. This acquisition strategy indicates a significant expansion of control over HWH International Inc. by Mr. Chan and associated entities. A Stock Loan Agreement was also executed, allowing for the retention of voting rights and dividend receipt on loaned shares while restricting the Borrower from engaging in securities transactions involving the Issuer for a year.

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