Failure to Satisfy Listing Rule Form 8 K

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

As previously reported, on March 7, 2024, the Nasdaq Staff (the "Staff") notified HWH International Inc. (the "Company") that for the previous 30 consecutive trading days, the market value of its listed securities (the "MVLS") had been below the minimum $50,000,000 required for continued listing as set forth in Listing Rule 5450(b)(2)(A) (the "Rule"). Therefore, in accordance with Marketplace Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until September 3, 2024, to regain compliance with the Rule. However, the Company has not yet regained compliance with the Rule. In that regard, on September 9, 2024, the Company received a notice from the Staff that the matter of the MVLS deficiency will be considered at the Company's upcoming appeal with the Nasdaq Hearings Panel, previously disclosed in a current report on Form 8-K filed on August 29, 2024.

The Company does not expect its securities to be delisted at this time, while it awaits the determination of its appeal with the Staff.