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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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HWH International Inc. (Name of Issuer) |
COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) |
(CUSIP Number) |
Heng Fai Ambrose Chan 9 Temasek Boulevard #16-04, Suntec Tower Two Singapore, U0, 038989 (65) 6333 9181 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/30/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Heng Fai Ambrose Chan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,014,319.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
79.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Alset Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,011,719.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Alset International Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,891,279.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Alset Acquisition Sponsor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
582,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
COMMON STOCK, $0.0001 PAR VALUE |
| (b) | Name of Issuer:
HWH International Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
4800 Montgomery Lane, Suite 210, Bethesda,,
MARYLAND
, 20814. |
| Item 2. | Identity and Background |
| (a) | Heng Fai Ambrose Chan |
| (b) | 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989 |
| (c) | Chief Executive Officer - Alset International Limited |
| (d) | None. |
| (e) | None. |
| (f) | Singapore |
| Item 3. | Source and Amount of Funds or Other Consideration |
On March 30, 2026 Alset International Limited sold 100,390 shares of the Issuer's common stock at a weighted average sale price of $0.983. This transaction was executed in multiple trades at prices ranging from $0.88 to $1.22. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons do not have any present plans or proposals related to the transaction described herein that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position, purposes and plans.
Separately from this transaction, one of the Reporting Persons, Alset Inc., may acquire additional securities of the Issuer pursuant to and upon the closing of certain transactions described in the Issuer's Information Statement filed with the SEC on February 17, 2026. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Heng Fai Ambrose Chan: 6,014,319, 79.9% Alset Inc.: 5,011,719, 66.6% Alset International Limited: 1,891,279, 25.3% Alset Acquisition Sponsor, LLC: 582,850, 7.7% |
| (b) | Heng Fai Ambrose Chan: Sole power to vote or to direct the vote - 1,002,600 Shared power to vote or to direct the vote - 5,011,719 Sole power to dispose or to direct the disposition of - 1,002,600 Shared power to dispose or to direct the disposition of - 5,011,719 Alset Inc.: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 5,011,719 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 5,011,719 Alset International Limited: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 1,891,279 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 1,891,279 Alset Acquisition Sponsor, LLC: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 582,850 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 582,850 |
| (c) | None. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement dated as of January 19, 2024. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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