HWH International Inc.
For the period ended Oct 9, 2025. Filed Oct 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 9, 2025 · Filed Oct 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
HWH INTERNATIONAL INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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HWH International Inc.
4800 Montgomery Lane, Suite 210,
Bethesda, MD 20814
October 9, 2025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 20, 2025
9:00 A.M. EASTERN STANDARD TIME
Dear Stockholder,
We cordially invite you to attend our 2025 Annual Meeting of Stockholders to be held at 9:00 A.M. Eastern Standard Time on November 20, 2025. The 2025 Annual Meeting of Stockholders will be held virtually via the Internet at www.virtualshareholdermeeting.com/HWH2025 (the “Annual Meeting”). Our annual meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the annual meeting in person. Instructions on how to participate in the Annual Meeting are posted on your proxy card and at www.proxyvote.com. You can attend the annual meeting online, vote your shares electronically and submit questions during the online meeting by visiting www.virtualshareholdermeeting.com/HWH2025. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world. The attached Notice of Annual Meeting and Proxy Statement describes the business we will conduct at the meeting and provides information about HWH International Inc. that you should consider when you vote your shares.
Your vote is very important, regardless of the number of shares you hold. Whether or not you plan to attend the meeting (via the virtual meeting), please carefully review the enclosed Proxy Statement and then cast your vote.
We hope that you will join us virtually on November 20, 2025.
Sincerely,
/s/ Chan Heng Fai
Name: Chan Heng Fai
Title: Chief Executive Officer and Chairman of the Board
HWH INTERNATIONAL INC.
Notice of 2025 Annual Meeting of Stockholders
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting (the “Annual Meeting”) of Stockholders of HWH International Inc., a Delaware corporation (the “Company”), will be held on:
| Date: | November 20, 2025 | ||
|---|---|---|---|
| Time: | 9 A.M. Eastern Standard Time | ||
| Place: | www.virtualshareholdermeeting.com/HWH2025 | ||
| Purpose: | 1. | To elect five (5) directors, each to hold office until the 2026 Annual Meeting of Stockholders and until his or her successor is elected and qualified; | |
| 2. | To ratify the appointment of HTL International, LLC as our independent registered public accounting firm for the year ending December 31, 2025; and | ||
| Record Date: | The Board of Directors has fixed the close of business on September 22, 2025, as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. | ||
The Company has enclosed a copy of the proxy statement and the proxy card. The proxy statement, the proxy card and the Annual Report are also available on the Company’s website at https://www.hwhintl.com/.
Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote as soon as possible by submitting your proxy. You may vote your proxy three different ways: by mail, via the Internet, or by telephone. You may also be entitled to vote in person (via the virtual meeting) at the meeting. Please refer to detailed instructions included in the accompanying proxy statement.
FOR THE BOARD OF DIRECTORS
/s/ Chan Heng Fai
Chan Heng Fai
Chief Executive Officer and Chairman of the Board
Bethesda, MD
October 9, 2025
TABLE OF CONTENTS
| General Information | 1 |
|---|---|
| Proposal One – Election of Directors | 3 |
| Proposal Two – Ratification of the selection of HTL International, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2025 | 11 |
| Report of Audit Committee | 13 |
| Security Ownership of Certain Beneficial Owners and Management | 13 |
| Certain Relationships and Related Person Transactions | 14 |
| Executive Compensation | 20 |
| Other Matters | 21 |
HWH International Inc.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 20, 2025
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