• HWH International entered term sheet dated May 5, 2026 to sell Smart Dynamics Technology USD 10 million of unregistered securities in offshore private placement under Regulation S.
• Deal calls for 20,000,000 newly issued common shares, with warrants for 160,000,000 newly issued common shares at USD 0.63 per share, exercisable immediately, expiring four years from issuance.
• Closing would require majority stockholder approval; proceeds earmarked for working capital, operational expansion.
• Term sheet also provides two-year anti-dilution consent rights on new equity issuance, subject to exceptions, with right to appoint three directors on closing.

Disclaimer: This news brief was created by Public Technologies (PUBT) using generative artificial intelligence. While PUBT strives to provide accurate and timely information, this AI-generated content is for informational purposes only and should not be interpreted as financial, investment, or legal advice. HWH International Inc. published the original content used to generate this news brief via EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system operated by the U.S. Securities and Exchange Commission (Ref. ID: 0001493152-26-021753), on May 07, 2026, and is solely responsible for the information contained therein.