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HWH International Inc. (NASDAQ:HWH) announced it has entered into an Agreement and Plan of Merger with its wholly owned Nevada subsidiary, HWH International Inc., to effect a reincorporation merger, according to a press release statement and a filing with the Securities and Exchange Commission.
The merger agreement, dated November 12, 2025, provides that the Nevada subsidiary will be the surviving corporation after the merger with the Delaware parent. The reincorporation is expected to become effective when the certificates of merger are filed with the Secretaries of State of Nevada and Delaware on Friday at 11:00PM Eastern Time.
Under the terms of the merger, each outstanding share of common stock of the Delaware corporation will automatically convert into one share of common stock of the Nevada corporation. All outstanding convertible securities of the Delaware entity will be assumed by the Nevada corporation, maintaining the same terms and conditions, including exercise and conversion prices.
The directors and officers of the Nevada corporation immediately prior to the merger, who are also the current directors and officers of the Delaware parent, will continue in their current roles following the reincorporation.
After the effective time, the Nevada corporation will be governed by Nevada Revised Statutes and its own amended and restated certificate of incorporation and bylaws. The company’s common stock will continue to be listed on the Nasdaq Stock Market under the symbol “HWH,” and the company will retain the name HWH International Inc.
The merger agreement and related transactions were approved by a majority of the Delaware corporation’s shareholders and the sole stockholder of the Nevada subsidiary on October 10, 2025.
This information is based on a press release statement and details disclosed in the company’s recent SEC filing.
In other recent news, HWH International has announced significant leadership changes. John "JT" Thatch has resigned as Chief Executive Officer, with the company clarifying that his departure was not due to any disagreements over company operations or policies. Chan Heng Fai, who is the Chairman of the Board, has been appointed as the new CEO. Chan, 80, previously held the CEO position from October 2021 to January 2024 and has over 45 years of experience in banking and finance. He also holds directorships and executive roles at several listed companies, including Alset International Limited, DSS, Inc., and Alset Inc., which is the majority shareholder of HWH International. These recent developments mark a notable change in the leadership structure of the company.
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