false 0001897245 0001897245 2024-02-22 2024-02-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 22, 2024

 

HWH International Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41254   87-3296100

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

4800 Montgomery Lane, Suite 210 Bethesda, MD   20814
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (301) 971-3955

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   HWH   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On February 22, 2024, HWH International Inc., (the “Company”), received a letter from the Listing Qualifications Department of Nasdaq indicating that, based on the market value of publicly held shares for the previous 31 consecutive business days, the listing of the Company’s ordinary shares are not in compliance with Nasdaq Listing Rule 5450(b)(3)(C) to maintain a minimum market value of publicly held shares of $15,000,000 (the “MVPHS Rule”). Under Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until August 20, 2024, to regain compliance with the MVPHS Rule. To regain compliance during this 180-day compliance period, the minimum market value of publicly held shares must close at $15,000,000 or more for a minimum of 10 consecutive business days.

 

In the event that the Company does not regain compliance with the MVPHS Rule prior to the expiration of the 180-day compliance period, the Company will receive written notification from Nasdaq that the Company’s shares are subject to delisting. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the panel, that such appeal would be successful.

 

The Company intends to actively monitor the market value of its publicly held ordinary shares and, as appropriate, will consider available options to resolve the deficiencies and regain compliance with the MVPHS Rule, including applying to transfer to the Nasdaq Capital Market.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 28, 2024 HWH INTERNATIONAL INC.
     
  By: /s/ Rongguo Wei
  Name: Rongguo Wei
  Title: Chief Financial Officer

 

 

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Cover
Feb. 22, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Feb. 22, 2024
Entity File Number 001-41254
Entity Registrant Name HWH International Inc.
Entity Central Index Key 0001897245
Entity Tax Identification Number 87-3296100
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4800 Montgomery Lane
Entity Address, Address Line Two Suite 210
Entity Address, City or Town Bethesda
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20814
City Area Code (301)
Local Phone Number 971-3955
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol HWH
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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