HWH International to Acquire Nearly All of Hapi Metaverse
The acquisition strengthens HWH’s control over digital ventures while preserving shareholder alignment.
February 09, 2026
HWH International Inc. Moves to Acquire 99.55% Stake in Hapi Metaverse
HWH International is taking a decisive step to expand its digital footprint. On February 5, the company signed an agreement to acquire 99.55% of Hapi Metaverse Inc., a Delaware-based digital venture. The deal covers more than 505 million shares and is valued at $19.91 million.
Rather than a cash transaction, the purchase will be financed through a convertible promissory note. The note carries a 1% annual interest rate and can be converted into newly issued HWH shares at $1.85 per share. Alset Inc.—HWH’s majority shareholder and the seller in this deal—has the option to convert the note before it matures in five years. If it doesn’t, the principal and interest will automatically convert at maturity. This structure ties the value of the deal directly to HWH’s long-term performance.
Because Alset holds a controlling stake in HWH, the deal is classified as a related-party transaction. Governance procedures were followed closely. HWH’s Board and Audit Committee reviewed and approved the agreement.
Executives with overlapping roles—Chairman and CEO Chan Heng Fai, and COO Danny Lim—stepped back from all voting and discussions. A fairness opinion was also secured to evaluate the transaction’s financial terms.
The transaction does not require further shareholder approval. Since Alset and its affiliates hold a majority of HWH’s voting shares, that approval has already been met. The acquisition is expected to close once routine conditions are satisfied.
As part of the agreement, the shares issued under the promissory note will be treated as a private placement under Section 4(a)(2) of the Securities Act. That means they will not be registered for public offering.
This acquisition brings Hapi Metaverse’s operations more directly under HWH’s control. It also aligns the company’s structure with the direction of its digital strategy. Once closed, the deal positions HWH to take a more streamlined and accountable approach to its virtual business initiatives.
Share
Read More Articles
