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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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HWH INTERNATIONAL INC. (Name of Issuer) |
COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) |
(CUSIP Number) |
Liu Ming Hui 16/F Capital Centre,, 151 Gloucester Road, Wan Chai, K3, 00000 011-852-28770800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/10/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Liu Ming Hui | ||||||||
| 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)
WC | ||||||||
| 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
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
180,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
94.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Smart Dynamics Technology Ltd | ||||||||
| 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)
WC | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
180,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
94.8 % | ||||||||
| 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) | This Schedule 13D is being filed on behalf of Mr. Liu and Smart Dynamics Technology Limited (each a "Reporting Person" and collectively, the "Reporting Persons"). |
| (b) | The business address of both Mr. Liu and Smart Dynamics Technology Limited is 16/F Capital Centre, 151 Gloucester Road, Wan Chai, Hong Kong. |
| (c) | The principal occupation of Mr. Liu is serving as President and Chairman of the Board of China Gas Holdings Limited |
| (d) | During the last five years, the Reporting Persons have not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Persons have not been a party civil proceedings of a judicial or administrative body of competent jurisdiction and as a result of which such persons were or are subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Liu is a citizen of the People's Republic of China; Smart Dynamics Technology Limited is a British Virgin Islands Limited Company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 10, 2026 the Issuer sold Smart Dynamics Technology Limited (the "Purchaser"), 20,000,000 (twenty million) shares of its Common Stock; and (ii) warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the Issuer's common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on August 10, 2030 for an aggregate purchase price of $10,000,000. The source of the Purchaser's funds for was its general working capital. | |
| Item 4. | Purpose of Transaction |
This purchase of securities has resulted in a change of control for the Issuer. The Securities Purchase Agreement that set the terms of the transaction provided for the Purchaser to have the right to nominate three new directors to the Issuer's board of directors, who joined the Issuer's board of directors on August 10, 2026. The Reporting Persons may acquire or dispose of additional securities of Issuer from time to time. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Smart Dynamics Technology Limited owns (i) 20,000,000 shares; and (ii) warrants to purchase 160,000,000 shares of the Issuer's common stock. Mr. Liu may be deemed to possess indirect beneficial ownership of these shares and warrants as the sole stockholder and a director of Smart Dynamics Technology Limited. This percentage is based on 29,726,400 shares of the Issuer's common stock outstanding as of August 17, 2026. |
| (b) | Smart Dynamics Technology Limited owns (i) 20,000,000 shares; and (ii) warrants to purchase 160,000,000 shares of the Issuer's common stock. Mr. Liu may be deemed to possess indirect beneficial ownership of these shares and warrants as the sole stockholder and a director of Smart Dynamics Technology Limited. This percentage is based on 29,726,400 shares of the Issuer's common stock outstanding as of August 17, 2026. |
| (c) | None. |
| (d) | Smart Dynamics Technology Limited is owned by Liu Ming Hui. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Board Representation
The Purchaser has been granted the right to appoint three directors to the Issuer's Board of Directors, subject to the conditions described in the Securities Purchase Agreement. The size of the Issuer's Board of Directors has therefore increased to eight.
Anti-Dilution Rights
The Securities Purchase Agreement contains certain provisions which granted the Purchaser anti-dilution rights for a period of two years from the closing in which the Issuer will not be able to sell new equity securities without the consent of the Purchaser, subject to certain exceptions as set forth therein.
Registration Rights
Further, pursuant to the Securities Purchase Agreement, the Issuer is required to file a registration statement registering the 20,000,000 shares issuable to the Purchaser, and the 160,000,000 shares underlying the warrants, within sixty days of the closing. | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement |
| 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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