Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On November 25, 2024, HWH International Inc. (the "Company") entered into a stock purchase agreement with Alset Inc. ("Alset"), pursuant to which Alset agreed to purchase 4,411,764 shares of the Company's common stock (the "Shares") for a purchase price of $0.68 per share. Alset is the majority shareholder of the Company, and immediately prior to the effectiveness of the stock purchase agreement, Alset directly and through its subsidiaries owned 86.6% of the issued and outstanding shares of HWH common stock.

Following this investment, Alset directly and through its subsidiaries will now own 88.8% of the issued and outstanding shares of HWH common stock.

Our Chairman, Chan Heng Fai, is also the Chairman, Chief Executive Officer and majority stockholder of Alset. In addition, the three other members of our board are also directors of Alset.

Alset's investment is intended to support the growth and development of HWH. The Company believes that this investment of additional funds into HWH is in the best interests of each of Alset and the Company.

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