v3.26.1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

 

The Company has evaluated all subsequent events and transactions through August 14, 2026, the date that the consolidated financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than noted below:

 

HWH International Inc. Change of Control

 

On May 27, 2026, HWH International Inc. (“HWH”), a majority-owned subsidiary of the Company as of June 30, 2026, entered into a Securities Purchase Agreement with Smart Dynamics Technology Limited (the “Purchaser”), pursuant to which HWH agreed to issue and sell (i) 20,000,000 shares of HWH’s common stock and (ii) warrants to purchase up to 160,000,000 shares of HWH’s common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on August 10, 2030, for aggregate consideration of $10,000,000. The agreement was amended on June 8, 2026, and the transaction was approved by HWH’s stockholders on June 12, 2026.

 

The transaction subsequently closed on August 10, 2026, and HWH issued the 20,000,000 shares and warrants described above. Following the closing, the Purchaser owned approximately 67.3% of HWH’s outstanding common stock and became the controlling stockholder of HWH. Immediately prior to the closing, the Company beneficially owned approximately 56.9% of HWH’s outstanding common stock.

 

As a result of the transaction, the Company ceased to have a controlling financial interest in HWH on August 10, 2026. Following the closing, the Company beneficially owns approximately 18.6% of HWH’s outstanding common stock. Accordingly, beginning on August 10, 2026, the Company will no longer consolidate HWH in its consolidated financial statements and will account for its remaining investment in HWH in accordance with applicable U.S. GAAP. The accounting effects of the loss of control, including the deconsolidation of HWH and the accounting for the Company’s retained interest, will be recognized in the Company’s consolidated financial statements for the quarter ending September 30, 2026. The Company is currently evaluating the accounting effects of the transaction, and the amount of any resulting gain or loss has not yet been determined.