Filing Details

Accession Number:
0001140361-24-007824
Form Type:
13G Filing
Publication Date:
2024-02-13 19:00:00
Filed By:
Oaktree Capital Group, Llc
Company:
Hwh International Inc.
Filing Date:
2024-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
OCM Value SPAC Holdings 0 0 0 0 0 0%
OCM Value SPAC Holdings II 0 0 0 0 0 0%
Oaktree Fund GP 0 0 0 0 0 0%
Oaktree Fund GP I 0 0 0 0 0 0%
Oaktree Capital I 0 0 0 0 0 0%
OCM Holdings I 0 0 0 0 0 0%
Oaktree Holdings 0 0 0 0 0 0%
Oaktree Capital Group 0 0 0 0 0 0%
Oaktree Capital Group Holdings GP 0 0 0 0 0 0%
Brookfield Corporation 0 0 0 0 0 0%
BAM Partners Trust 0 0 0 0 0 0%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 


SCHEDULE 13G
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 1)*
 


HWH International Inc.
(Name of Issuer)
 
Units, each consisting of one share of Class A common stock, $0.0001 par value, one-half of one redeemable warrant, and one right
(Title of Class of Securities)
 
02115M208
(CUSIP Number)
 
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
 
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
 
Rule 13d-1(b)
 
Rule 13d-1(c)
 
Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

1
NAMES OF REPORTING PERSONS
 
 
OCM Value SPAC Holdings, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
OCM Value SPAC Holdings II, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Oaktree Fund GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Oaktree Fund GP I, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Oaktree Capital I, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
OCM Holdings I, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Oaktree Holdings, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Oaktree Capital Group, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
1
NAMES OF REPORTING PERSONS
 
 
Oaktree Capital Group Holdings GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Brookfield Corporation
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ontario, Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
BAM Partners Trust
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ontario, Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 

Item 1(a).
Name of Issuer

HWH International Inc. (the “Issuer”)

Item 1(b).
Address of the Issuer’s Principal Executive Offices

4800 Montgomery LN STE 210
Bethesda, MD 20814

Item 2(a).
Names of Persons Filing

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:


(i)
OCM Value SPAC Holdings, L.P. (“OCM Value SPAC”);

(ii)
OCM Value SPAC Holdings II, L.P. (“OCM Value SPAC II”)

(iii)
Oaktree Fund GP, LLC (“Fund GP”) in its capacity as the general partner of OCM Value SPAC;

(iv)
Oaktree Fund GP I, L.P. (“GP I”) in its capacity as the managing member of Fund GP;

(v)
Oaktree Capital I, L.P. (“Capital I”) in its capacity as the general partner of GP I;

(vi)
OCM Holdings I, LLC (“Holdings I”) in its capacity as the general partner of Capital I;

(vii)
Oaktree Holdings, LLC (“Holdings”) in its capacity as the managing member of Holdings I;

(viii)
Oaktree Capital Group, LLC (“OCG”) in its capacity as the managing member of Holdings;

(ix)
Oaktree Capital Group Holdings GP, LLC (“OCGH GP,” and with each of the foregoing, the “Oaktree Reporting Persons”) in its capacity as the indirect owner of the class B units of OCG;

(x)
Brookfield Corporation (f/k/a Brookfield Asset Management Inc.) (“BAM”) in its capacity as the indirect owner of the class A units of OCG; and

(xi)
BAM Partners Trust (the “BAM Partnership,” and with BAM, the “Brookfield Reporting Persons”) in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

Item 2(b).
Address of the Principal Business Office, or if none, Residence

The address of the Brookfield Reporting Persons is as follows:

Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario, Canada M5J 2T3

The address of the Oaktree Reporting Persons is as follows:

333 S. Grand Avenue, 28th Floor
Los Angeles, CA 90071

Item 2(c).
Citizenship

See responses to Item 4 on each cover page.

Item 2(d).
Title of Class of Securities

Units, each consisting of one share of Class A common stock, $0.0001 par value, one-half of one redeemable warrant, and one right

Item 2(e).
CUSIP Number

02115M208

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

Not Applicable

Item 4.
Ownership


(a)
Amount beneficially owned:
See responses to Item 9 on each cover page.


(b)
Percent of Class:
See responses to Item 11 on each cover page.


(c)
Number of shares as to which the Reporting Person has:


(i)
Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.


(ii)
Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.


(iii)
Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.


(iv)
Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.

Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

Item 6.
Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.
Identification and Classification of Members of the Group

Not Applicable.

Item 9.
Notice of Dissolution of Group

Not Applicable

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

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.
 
Dated: February 14, 2024  
   
 
OCM Value SPAC Holdings, L.P.
 
By: Oaktree Fund GP, LLC, its general partner
   
  /s/ Henry Orren
 
Name: Henry Orren
 
Title: Authorized Signatory
   
 
OCM Value SPAC Holdings II, L.P.
 
By: Oaktree Fund GP, LLC, its general partner
   
  /s/ Henry Orren
 
Name: Henry Orren
 
Title: Authorized Signatory
   
 
Oaktree Fund GP, LLC
 
By: Oaktree Fund GP I, L.P. its managing member
   
  /s/ Henry Orren
 
Name: Henry Orren
 
Title: Authorized Signatory
   
 
Oaktree Fund GP I, L.P.
   
  /s/ Henry Orren
 
Name: Henry Orren
 
Title: Authorized Signatory
   
 
Oaktree Capital I, L.P.
   
  /s/ Henry Orren
 
Name: Henry Orren
 
Title: Senior Vice President
   
 
OCM Holdings I, LLC
   
  /s/ Henry Orren
 
Name: Henry Orren
 
Title: Senior Vice President
   
 
Oaktree Holdings, LLC
   
  /s/ Henry Orren
 
Name: Henry Orren
 
Title: Senior Vice President

 
Oaktree Capital Group, LLC
   
  /s/ Henry Orren
 
Name: Henry Orren
 
Title: Senior Vice President
 
Oaktree Capital Group Holdings GP, LLC
   
  /s/ Henry Orren
 
Name: Henry Orren
 
Title: Senior Vice President
   
 
Brookfield Corporation
   
  /s/ Swati Mandava
 
Name: Swati Mandava
 
Title: Managing Director, Legal & Regulatory
   
 
BAM Partners Trust
 
By: BAM Class B Partners Inc, its Trustee
   
  /s/ Kathy Sarpash
 
Name: Kathy Sarpash
 
Title: Secretary
 
EXHIBIT LIST
 
Exhibit A
Joint Filing Agreement, dated as of February 11, 2022, incorporated by reference to the Schedule 13G filled February 11, 2022.