What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-10-16 · 962 added, 616 removed, 152 unchanged (91% of the section changed)

Financial Statements.

CAPITAL ACQUISITION CORP.

International Inc.

and Subsidiaries

Balance Sheets (Unaudited)

March 31, 2024

December 31, 2023

(as restated)

Current Assets

Due from Sponsor

Other current assets

Account Receivable, net

Other receivables, net

Convertible loans receivable - related party, at fair value

Investment security – related party

Prepaid expenses

Total Current Assets

Non-Current Assets

Property and Equipment, net

Cash and marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable and accrued expenses

Extension Loan – Related Party

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Deferred underwriting fee payable

Notes payable - current

Total Current Liabilities

Deferred underwriting compensation

Total liabilities

Non-Current Liabilities

Operating lease liabilities - non-current

Notes payable - non-current

Total Non-Current Liabilities

Commitments and Contingencies

Temporary equity:

Class A common stock subject to possible redemption;

1,976,036 and 8,625,000 shares (at approximately $ 10.32 and $ 10.20 per share) as of August 31, 2023 and November 30, 2022

Stockholders’ deficit:

1,976,036 shares (at approximately $ 10.35 per share) as of December 31, 2023

Stockholders’ Equity

Preferred stock, $ 0.001 par value;

10,000,000 shares authorized;

none issued and outstanding

none issued and outstanding as of March 31, 2024 and December 31, 2023

Common stock, $ 0.0001 par value;

50,000,000 shares authorized;

16,223,301 and 0 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

473,750 issued and outstanding (excluding 1,976,036 and 8,625,000 shares subject to possible redemption as of August 31, 2023 and November 30, 2022, respectively)

0 and 473,750 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

2,156,250 shares issued and outstanding as of August 31, 2023 and November 30, 2022

0 and 2,156,250 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Common stock value

Additional paid in capital

Accumulated deficit

Foreign currency translation adjustment reserve

Retained earnings

( 4,102,241 )

( 2,765,403 )

Total HWH International Inc.

Stockholders’ equity

$ ( 3,132,498 )

$ ( 2,962,171 )

Non-controlling interests

Total Stockholders’ Deficit

1 unchanged sentence

( 2,953,505 )

Total liabilities and stockholders’ deficit

accompanying notes are an integral part of these unaudited financial statements.

CAPITAL ACQUISITION CORP.

OF OPERATIONS

For the Three

August 31, 2023

August 31, 2022

Administration fee - related party

General and administrative

Franchise Tax

TOTAL EXPENSES

Investment income earned on cash and marketable securities held in Trust Account

TOTAL OTHER INCOME

Pre-tax income (loss)

Income tax expense

Net income (loss)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

accompanying notes are an integral part of these condensed consolidated financial statements.

International Inc.

and Subsidiaries

Statements of Operations and Other Comprehensive Income

the Three Months Ended March 31, 2024 and 2023 (Unaudited)

March 31, 2024

March 31, 2023

(As restated)

- Non-membership

Total Revenue

Cost of revenue

- Non-membership

Total Cost of revenue

$ ( 122,813 )

Weighted average number of shares of Class A common stock outstanding, basic and diluted

Basic and diluted net income (loss) per share of Class A common stock

Weighted average number of shares of Class B common stock outstanding, basic and diluted

Basic and diluted net income (loss) per share of Class B common stock

accompanying notes are an integral part of these unaudited financial statements.

CAPITAL ACQUISITION CORP.

OF OPERATIONS

August 31, 2023

August 31, 2022

Administration fee - related party

General and administrative

Franchise Tax

TOTAL EXPENSES

Investment income earned on cash and marketable securities held in Trust Account

TOTAL OTHER INCOME

Pre-tax income

Income tax expense

Net income (loss)

Weighted average number of shares of Class A common stock outstanding, basic and diluted

Basic and diluted net income (loss) per share of Class A common stock

Weighted average number of shares of Class B common stock outstanding, basic and diluted

Basic and diluted net income (loss) per share of Class B common stock

accompanying notes are an integral part of these unaudited financial statements.

CAPITAL ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

THE NINE MONTHS ENDED AUGUST 31, 2023 AND AUGUST 31, 2022

Balance at November 30, 2022

Operating expenses:

General and administrative expenses

$ ( 1,129,191 )

$ ( 736,391 )

Remeasurement of Class A common stock to redemption value

Extension Loan

Balance at August 31, 2023

Impairment of convertible note receivable – related party, and equity method investment, related party

Total operating expenses

$ ( 1,495,383 )

$ ( 736,391 )

Balance at November 30, 2021

Beginning balance, value

Issuance of Shares at Initial Public Offering

Deferred underwriting compensation

Other Income (Expense)

Interest expense

Unrealized gain (loss) on related party transactions

Loss on equity method investment, related party

Total Other (Expense) Income

(Loss) income before provision for income taxes

( 1,336,519 )

Provision for income taxes

Net (loss) income

$ ( 1,336,519 )

Sale of Private Placement Units

Underwriter’s fees and other issuance costs

Net profit attributable to Non-Controlling Interests

Net (loss) income attributable to common stockholders

$ ( 1,336,838 )

Other Comprehensive Income, Net of Tax:

Foreign exchange translation adjustment

Total Other Comprehensive Income, Net of Tax:

Comprehensive (loss) income:

$ ( 1,250,020 )

Remeasurement of Class A common stock to redemption value

March 31, 2024

March 31, 2023

A common stock

B common stock

A common stock

B common stock

earnings per common share

average number of common shares outstanding

accompanying notes are an integral part of these condensed consolidated financial statements.

International Inc.

and Subsidiaries

Statements of Changes in Stockholders’ Equity (Deficit)

the Three Months Ended March 31, 2024 and 2023

Value $0.0001

Comprehensive

Stockholders’

HWH International Inc.

Par Value $0.0001

Paid in Capital

Comprehensive

Income (Loss)

Stockholders’ equity

at December 31, 2022

$ ( 200,039 )

1 unchanged sentence

$ ( 1,810,270 )

Class A Common Stock Measurement Adjustment

$ ( 1,805,434 )

currency translation adjustment

at March 31, 2023

$ ( 141,196 )

Balance at August 31, 2022

$ ( 1,439,377 )

$ ( 1,580,300 )

Ending balance

$ ( 1,574,742 )

at December 31, 2023

$ ( 197,041 )

accompanying notes are an integral part of these unaudited financial statements.

CAPITAL ACQUISITION CORP.

OF CASH FLOWS

August 31, 2023

August 31, 2022

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Investment income earned on cash and marketable securities held in Trust Account

$ ( 2,765,403 )

Formation and organization costs paid by related parties

Changes in operating assets and liabilities:

Prepaid expenses

Other current assets

Accounts payable and accrued expenses

Net Cash Used in Operating Activities

$ ( 2,962,171 )

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account for taxes

Due from Sponsor

Cash withdrawn from Trust Account for redemptions

Cash deposited into Trust Account

$ ( 2,953,505 )

Net Cash Provided By (Used in) Investing Activities

$ ( 197,041 )

Cash Flows from Financing Activities:

Proceeds from sale of Units in Public Offering, net of underwriting fee

Repayment of Class A Common Stock

$ ( 2,765,403 )

Proceeds from sale of Private Placement Units

Due from Sponsor

Proceeds from extension loan

Proceeds from related party advances

Repayment of related party advances

Payment of offering costs

Net Cash Provided by (Used in) Financing Activities

$ ( 2,962,171 )

Net change in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of non-cash financing activities:

Deferred underwriters’ commissions charged to temporary equity in connection with the Initial Public Offering

Initial classification of Class A Common Stock subject to redemption

Remeasurement of Class A Common Stock subject to redemption

Extension funds attributable to common stock subject to redemption

accompanying notes are an integral part of these unaudited financial statements.

CAPITAL ACQUISITION CORP.

to the UNAUDITED financial statements

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

Capital Acquisition Corp.

(the “Company”) was incorporated in Delaware on October 20, 2021.

The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for

purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company

is subject to all of the risks associated with early stage and emerging growth companies.

of August 31, 2023, the Company has not commenced any operations.

All activity for the period from October 20, 2021 (inception) through

August 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

is described below and the pursuit of a suitable acquisition candidate.

The Company will not generate any operating revenues until after

the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

income from the proceeds derived from the Initial Public Offering.

The Company has selected November 30 as its fiscal year end.

$ ( 2,953,505 )

Issuance of Common Stock to EF Hutton for Deferred Underwriting Compensation

Issuance of Common Stock during Merger

Adjustment to Temporary Equity

$ ( 645,860 )

Common Stock Class A and B to Common Stock

( 2,156,250 )

for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

$ ( 1,336,838

$ ( 1,336,519

currency translation adjustment

at March 31, 2024

$ ( 110,223 )

$ ( 4,102,241 )

$ ( 3,132,498 )

$ ( 2,967,999 )

$ ( 110,223 )

$ ( 4,102,241 )

$ ( 3,132,498 )

$ ( 2,967,999 )

accompanying notes are an integral part of these consolidated financial statements.

International Inc.

and Subsidiaries

Statements of Cash Flows

the Three Months Ended March 31, 2024 and 2023 (Unaudited)

March 31, 2024

March 31, 2023

(as restated)

from operating activities:

Net (loss) income

$ ( 1,336,519 )

to reconcile net (loss) income to net cash used in operating activities:

Unrealized fx gain (loss) on related party transactions

Loss on equity method investment,

related party

Non-cash lease expense

Impairment of convertible note receivable – related party, and equity method investment, related party

in operating assets and liabilities:

Receivable from related party

Other receivables

Prepaid commissions

Accounts payable and accrued

Accrued commissions

Income tax payable

Value added tax withheld

Deferred revenue

Operating lease liabilities

cash (used in) provided by operating activities

$ ( 638,210 )

from investing activities:

Purchases of property and

loans receivable - related party

cash used in investing activities

$ ( 252,072 )

from financing activities:

Repayment from loans and borrowing

Repayment of Deferred Underwriting Compensation

from related parties

cash provided by financing activities

$ ( 140,334 )

Effects of foreign exchange

at beginning of period

at end of period

disclosure of non-cash investing and financing activities

Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting

Issuance of shares

Valuation gain from notes

receivable and warrant - SHRG

$ ( 216,188 )

recognition of operating lease right-of-use asset and liability

accompanying notes are an integral part of these condensed consolidated financial statements.

International Inc.

and Subsidiaries

to the Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2024 and 2023

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

International Inc.

(“HWH”) and its consolidated subsidiaries (collectively, the “Company”) operate a food and

beverage (“F&B”) business in Singapore and South Korea.

The Company operates a membership model in which individuals

pay an upfront membership fee to become members.

As members, these individuals receive discounted access to products and services offered

by the Company’s affiliates.

Previously, the Company had approximately 9,000 members, primarily in South Korea.

Currently, this

membership business has been temporarily suspended.

International Inc.

was originally incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp.

was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

business combination with one or more businesses (the “Business Combination”).

The Company consummated the Business Combination

on January 9, 2024 and changed its name from “Alset Capital Acquisition Corp.” to “HWH International Inc.” The

Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early

stage and emerging growth companies.

September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,

HWH International Inc., a Nevada corporation (“HWH”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary

of the Company (“Merger Sub”).

The Company and Merger Sub are sometimes referred to collectively as the “ACAX Parties.”

Pursuant to the Merger Agreement, a business combination between the Company and HWH will be effected through the merger of Merger Sub

with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).

Upon the closing

of the Merger (the “Closing”), it is anticipated that the Company will change its name to “HWH International Inc.”

The board of directors of the Company has (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as defined

in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and

related transactions by the stockholders of the Company.

is wholly–owned by Alset International Limited, a public company listed on the Singapore Exchange Securities Trading Limited.

International Limited is majority-owned and controlled by certain officers and directors of the Company and its sponsor.

The Company’s

sponsor is owned by Alset International Limited and Alset Inc.;

is the majority stockholder of Alset International Limited,

and Chan Heng Fai, the Company’s Chairman and Chief Executive Officer is also the majority stockholder, Chairman and Chief Executive

Officer of Alset Inc., and the Chairman and Chief Executive Officer of HWH and Alset International Limited.

The Merger is expected to

be consummated in the fourth quarter of 2023, following the receipt of the required approval by the shareholder of HWH and the satisfaction

of certain other customary closing conditions.

This transaction was approved by the stockholders of the Company at the Special Meeting

of stockholders held on August 1, 2023.

total consideration to be paid at Closing (the “Merger Consideration”) by the Company to the HWH shareholders will be $ 125,000,000 ,

and will be payable in shares of Class A common stock, par value $ 0.0001 per share, of the Company (“Company Common Stock”).

The number of shares of the Company Common Stock to be paid to the shareholders of HWH as Merger Consideration will be 12,500,000 , with

each share being valued at $ 10.00 .

All cash proceeds remaining in the trust will be used to pay transaction costs and as growth capital

registration statement for the Company’s Initial Public Offering was declared effective on January 31, 2022.

On February 3, 2022,

the Company consummated the Initial Public Offering of 8,625,000 units (“Units” and, with respect to the shares of common

stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 86,250,000 , which includes

the full exercise of the underwriters’ option to purchase an additional 1,125,000 Units generating additional gross proceeds to

the Company of $ 11,250,000 , which is described in Note 3.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private sale of 473,750 units (the “Private Placement

Units”) at a price of $ 10.00 per Private Placement Unit in private placement to Alset Acquisition Sponsor, LLC (the “Sponsor”)

generating gross proceeds to the Company in the amount of $ 4,737,500 .

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal

to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes

payable on the interest earned on the Trust Account).

The Company will only complete a Business Combination if the post-transaction company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended

(the “Investment Company Act”).

Upon the closing of the Initial Public Offering, management has agreed that an amount equal

to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds from the Private Placement Units, will be held in

a trust account (“Trust Account”) , located in the United States and invested only in U.S.

government securities, within the

meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment

company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution

of the funds held in the Trust Account, as described below.

Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination

or (ii) by means of a tender offer in connection with the Business Combination.

The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption will be recorded at a

redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting

Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s Certificate of Incorporation.

In accordance with the rules of the U.S.

Securities and

Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,

redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside

of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial

carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC

The Class A common stock is subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, we

have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that

it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize

changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value

at the end of each reporting period.

We have elected to recognize the changes immediately.

The accretion or remeasurement will be treated

as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

an agreement relating to the Company’s Business Combination.

the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority

of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide

to hold a stockholder vote for business or other reasons, the Company will, pursuant to its second amended and restated certificate of

incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission and file tender offer documents with the SEC prior to completing a Business Combination.

stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides

to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation

pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with

a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during

or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to

redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15 % of the Public Shares, without the prior consent of the Company.

holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held

by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation

(i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination

or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined

below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless

the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

Company’s Amended and Restated Certificate of Incorporation of February 2, 2022 provided that if the Company had not completed

a Business Combination within 12 months from the closing of Initial Public Offering (or 15 months if we had filed a proxy statement,

registration statement or similar filing for an initial Business Combination within 12 months from the consummation of Initial Public

Offering but had not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period

of time to consummate a Business Combination, at the election of the Company by two separate three month extensions, subject to satisfaction

of certain conditions, including the deposit of up to $ 862,500 ($ 0.10 per unit in either case) for each three month extension, into the

trust account, or as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation),

the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more

than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay

taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption

will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions,

if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining

stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations

under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights

or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete

a Business Combination within the Combination Period.

holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails

to complete a Business Combination within the Combination Period.

However, if the holders of Founder Shares acquire Public Shares in

or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the

Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to

their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will

be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims

by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed

entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $ 10.00 per Public Share or (ii) such

lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00

per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn

to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account

and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an

executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability

for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account

due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered

accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the

Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

May 1, 2023, the Company amended the Investment Management Trust Agreement (the “Trust Agreement”) with Wilmington Trust,

National Association, a national banking association (“Wilmington Trust”), which was entered into on January 31, 2022 and

on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation.

The Trust Agreement and Amended

and Restated Certificate of Incorporation are now amended, in part, so that the Company’s ability to complete a business combination

may be extended in additional increments of one month up to a total of twenty-one (21) additional months from the closing date of the

Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds remaining in the trust account

following any redemptions in connection with the approval of the amendment to the Company’s Amended and Restated Certificate of

Incorporation.

connection with the Special Meeting on May 1, 2023, Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $ 68.4

million held in the Trust Account.

the nine months ended August 31, 2023, the Company withdrew $ 919,547 from the Trust account.

$ 616,490 of these funds were used to pay

income and franchise taxes.

$ 303,057 remain in the Company’s bank account for future taxes and dissolution expenses.

Concern and Management’s Plan

Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after

the completion of its initial business combination, at the earliest.

In addition, the Company expects to have negative cash flows from

operations as it pursues an initial business combination target.

In connection with the Company’s assessment of going concern considerations

in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist

solely of pursuing a Business Combination.

Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors,

or third parties.

The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above),

loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s

working capital needs.

Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier

of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended

and Restated Certificate of Incorporation (unless otherwise amended by shareholders).

the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part

of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately

be available.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period

of time within one year after the date that the financial statements are issued.

There is no assurance that the Company’s plans

to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful

within the Combination Period.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination

Period, it will cease all operations and redeem the Public Shares.

Management plans to continue its efforts to consummate a Business

Combination during the Combination Period.

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the economic

effects of the pandemic could have a negative effect on the Company’s financial position, results of its operations and/or search

for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The balance sheet

does not include any adjustments that might result from the outcome of this uncertainty.

HWH International Inc., a Nevada corporation (the “HWH Nevada” or “Target”) and HWH Merger Sub Inc., a Nevada

corporation and a wholly owned subsidiary of the Company (“Merger Sub”).

The Company and Merger Sub are sometimes referred

to collectively as the “ACAX Parties.” Pursuant to the Merger Agreement, a business combination between the Company and the

Target was effected through the merger of Merger Sub with and into HWH Nevada, with the Target surviving the merger as a wholly owned

subsidiary of the Company (the “Merger”).

Upon the closing of the Merger (the “Closing”) on January 9, 2024,

the Company changed its name to “HWH International Inc.” The board of directors of the Company (i) approved and declared

advisable the Merger Agreement, the Ancillary Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby

and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of the Company.

Target was owned and controlled by certain member officers and directors of the Company and its sponsor.

The Merger was consummated following

the receipt of the required approval by the stockholders of the Company and the shareholders of the Target and the satisfaction of certain

other customary closing conditions.

total consideration paid at Closing (the “Merger Consideration”) by the Company to the Target’s shareholders was $ 125,000,000 ,

and was payable in shares of the common stock, par value $ 0.0001 per share, of the Company (“Company Common Stock”).

number of shares of the Company Common Stock paid to the shareholders of the Target as Merger Consideration was 12,500,000 , with each

share being valued at $ 10.00 .

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States

of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of

a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of August 31, 2023 and its

results of operations and cash flows for the three and nine months ended August 31, 2023.

The results of operations for the

three and nine months ended August 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending

November 30, 2023.

accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted

in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission

These interim financial statements have been prepared on the same basis as

the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal

recurring adjustments, which are necessary for a fair statement of the Company’s financial information.

These interim results are

not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim periods or for any

other future years.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s

audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended November

30, 2023 filed on February 28, 2024 and audited consolidated financial statements of HWH Nevada for the year ended December 31, 2023

included in the form 8-K/A filed with SEC on March 25, 2024.

November 30, 2023, HWH (then known as Alset Capital Acquisition Corp.) reported on a twelve month fiscal year that ended on November

In connection with the business combination, the Company’s fiscal year end was changed from November 30 to December 31.

a result of this change, the Company had a one-month transition period that began on December 1, 2023 and ended on December 31, 2023.

For details see note 18 - Change in Fiscal Year.

condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries.

Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations.

All intercompany transactions

and balances among consolidated subsidiaries have been eliminated.

following chart describes the Company’s ownership of various subsidiaries:

Company mainly focuses on the F&B business.

During the three months ended March 31, 2024 and 2023, substantially all of the Company’s

business was generated by its wholly owned subsidiaries, 0 % and 6 % from HWH World Inc.

(“HWH Korea”) and 100 % and 94 % from

F&B business respectively;

40 % and 45 % from Alset F&B One Pte.

Ltd (“F&B1”), 4 % and 7 % from Hapi Café

Korea Inc.(“HCKI”), 19 % and 22 % from Hapi Café SG Pte.

(“HCSGPL”), 17 % and 21 % from Alset F&B

(“F&BPLQ”) and 20 % and 0 % from Ketomei Pte.

HWH Korea was incorporated in the

Republic of Korea (“South Korea”) on May 7, 2019.

HWH Korea is in the business of sourcing and distributing dietary supplements

and other health products through its network of members in South Korea.

HWH Korea generates product sales via its direct sale model

as products are sold to its members.

Through the use of a Hapi Gig platform that combines e-commerce, social media, and a customized

rewards system, HWH Korea equips, trains, and empowers its members.

F&B1 was incorporated in Singapore on April 10, 2017, HCSGPL

was incorporated in Singapore on April 4, 2022, F&BPLQ was incorporated in Singapore on November 11, 2022 and KPL was incorporated

in Singapore on September 17, 2019.

F&B1, HCSGPL, F&BPLQ and KPL are in the F&B business in Singapore.

Growth Company

18 unchanged sentences

or impossible because of the potential differences in accounting standards used.

and Reporting Currency

functional and reporting currency of the Company is the United States dollar (“$”).

The financial records of the Company’s

subsidiaries located in South Korea, Singapore, Hong Kong, and Malaysia are maintained in their local currencies, the Korean Won (₩)

Singapore Dollar (S$) Hong Kong Dollar (HK$) and Malaysian Ringgit (MYR), which are also the functional currencies of these entities.

preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions

8 unchanged sentences

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had cash of $ 812,293 and $ 1,172,581 as of August 31, 2023 and November 30, 2022, respectively.

The Company had cash of $ 999,506 and $ 22,505,969 as of March 31, 2024 and December 31, 2023, respectively.

The Company had no cash equivalents

as of August 31, 2023 and November 30, 2022.

as of March 31, 2024 and December 31, 2023.

held in Trust Account

August 31, 2023 and November 30, 2022, the Company had approximately $ 21.0 million and $ 88.1 million, respectively, in investments in

treasury securities held in the Trust Account.

Costs associated with the Initial Public Offering

Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff

Accounting Bulletin (“SAB”) Topic 5A, Offering Costs .

Offering costs of $ 475,348 consist principally of costs incurred

in connection with the preparation for the Initial Public Offering.

These costs, together with the underwriter’s discount of $ 4,743,750 ,

were allocated between temporary equity, the Public Warrants and the Private Units in a relative fair value method upon completion of

the Initial Public Offering.

A common stock subject to possible redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing

Liabilities from Equity ”.

Common stock subject to possible redemption are classified as a liability instrument and are measured

at fair value.

Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

At all other times, shares of common stock are classified as stockholders’ equity.

The Company’s Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, at August 31, 2023 and November 30, 2022, the Class A

common stock subject to possible redemption in the amount of $ 20,382,965 and $ 87,934,212 , respectively, are presented as temporary equity,

outside of the stockholders’ equity section of the Company’s balance sheets.

income (loss) per share

income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during

The Company applies the two-class method in calculating earnings per share.

Earnings and losses are shared pro rata between

the two classes of shares.

The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants

issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not

yet been met.

As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented.

following tables reflects the calculation of basic and diluted net income (loss) per common share:

SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

For the Three Months Ended

August 31, 2023

Basic and diluted net income per share of common stock

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share of common stock

For the Three Months Ended

August 31, 2022

Basic and diluted net loss per share of common stock

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of common stock

For the Nine Months Ended

August 31, 2023

Basic and diluted net income per share of common stock

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share of common stock

For the Nine Months Ended

August 31, 2022

Basic and diluted net loss per share of common stock

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of common stock

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of

tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely

than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of August

31, 2023 and November 30, 2022.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since

Company’s effective tax rate was 34 % and ( 32 )% for the three and nine months ended August 31, 2023, respectively.

The Company’s

effective tax rate was 0 % and 0 % for the three and nine months ended August 31, 2022, respectively.

The effective tax rate differs from

the statutory tax rate for the three and nine months ended August 31, 2023, due to changes in the valuation allowance on the deferred

Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022.

The IR Act includes provisions imposing a 1 % excise tax

on share repurchases that occur after December 31, 2022 and introduces a 15 % corporate alternative minimum tax (“CAMT”) on

adjusted financial statement income.

The CAMT will be effective for us beginning in fiscal 2024.

We currently are not expecting the IR

Act to have a material adverse impact to our financial statements.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

March 31, 2024 and December 31, 2023, the Company had approximately $ 24,874 and $ 21 million, respectively, in investments in treasury

securities held in the Trust Account.

In connection with the closing of Business Combination on January 9, 2024,

Class A Common Stock stockholders redeemed 1,942,108 shares for approximately $ 21 million held in the Trust Account.

Value of Financial Instruments

value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction

between market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 7,500,000 Units at a price of $ 10.00 per Unit generating gross proceeds to the Company

in the amount of $ 75,000,000 .

Each Unit consists of one share of Class A common stock, one-half of one redeemable warrant (“Public

Warrant”) and one right.

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price

of $ 11.50 per share, subject to adjustment (see Note 7).

Each right entitles the holder thereof to receive one-tenth (1/10) of one share

of Class A common stock upon the consummation of an initial Business Combination.

February 3, 2022, the underwriters purchased an additional 1,125,000 Units pursuant to the full exercise of the over-allotment option.

The Units were sold at an offering price of $ 10.00 per Unit, generating additional gross proceeds to the Company of $ 11,250,000 .

4 — PRIVATE PLACEMENTS

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 440,000 Private Placement Units at a price of

$ 10.00 per Private Placement Unit generating gross proceeds in the amount of $ 4,400,000 .

In connection with the full exercise of the

over-allotment option, the Sponsor purchased an additional 33,750 Private Placement Units at a purchase price of $ 10.00 per Unit for

total gross proceeds of $ 337,500 .

Each Private Placement Unit is comprised of one Class A common share, one-half of one warrant and one

Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon

the consummation of an initial Business Combination.

Each whole private placement warrant is exercisable to purchase one share of Class

A common stock at a price of $ 11.50 per share, subject to adjustment (see Note 7).

proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private

Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants (including the Class A common stock issuable

upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of

an Initial Business Combination, subject to certain exceptions.

5 — RELATED PARTIES

November 8, 2021, the Sponsor received 2,156,250 shares of the Company’s Class B common stock (the “Founder Shares”)

for $ 25,000 .

The Founder Shares include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, to approximately

20 % of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the placement units

and underlying securities).

In connection with the exercise of the underwriters’ overallotment option, these shares are no longer

subject to forfeiture.

holder of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until

the earlier to occur of:

(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)

if the last reported sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar

transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities

or other property.

Note — Related Party

November 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which

the Company may borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the

earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering.

As of August 31, 2023 and November 30, 2022, there

was no amount outstanding under the Promissory Note.

from Related Party

Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company.

These advances are due on demand

and are non-interest bearing.

During the year ended November 30, 2022, the Sponsor paid a total of $ 75,000 of offering and operating

costs on behalf of the Company.

During the year ended November 30, 2022, the Company repaid the outstanding balance of $ 211,153 .

August 31, 2023 and November 30, 2022, $ 0 and $ 0 was due to the related party, respectively.

Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for

assets and liabilities measured at fair value on a recurring basis.

ASC 820 defines fair value as the exchange price that would be received

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy, which

requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

820 describes three levels of inputs that may be used to measure fair value:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Observable market-based inputs or unobservable inputs that are corroborated by market data

Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions

purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current

transaction between willing parties, other than in a forced sale or liquidation.

The carrying values reported in balance sheets for current

assets and liabilities approximate their estimated fair market values based on the short-term maturity of these instruments.

is stated at the lower of cost or net realizable value.

Cost is determined using the first-in, first-out method and includes all costs

in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary

course of business less the estimated costs necessary to make the sale.

As of March 31, 2024 and December 31, 2023, inventory consisted

of finished goods procured from suppliers.

The Company continuously evaluates the need for reserve for obsolescence and possible price

concessions required to write-down inventory to its net realizable value.

As of March 31, 2024, inventory consisted of finished goods

procured from suppliers.

The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required

to write-down inventory to its net realizable value.

Company follows FASB ASC Topic 842 in accounting for its operating lease right-of-use assets and operating lease liabilities.

of a contract, the Company assesses whether a contract is, or contains, a lease.

A contract is or contains a lease if it conveys the

right to control the use of an identified asset for a period of time in exchange of a consideration.

To assess whether a contract is

or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain

substantially all of the economic benefits from the use of the asset and whether it has the right to control the use of the asset.

right-of-use assets and related lease liabilities are recognized at the lease commencement date.

The Company recognizes operating lease

expenses on a straight-line basis over the lease term.

For leases that contain related non-lease components, such as maintenance, the Company will account for these payments

as a single lease component.

right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at

or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.

liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company’s

incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise mainly of fixed lease payments.

leases and leases of low value assets

Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months

or less and leases of low value assets.

Lease payments associated with these leases are expensed as incurred.

Plant and Equipment

plant and equipment are recorded at cost, less depreciation.

Repairs and maintenance are expensed as incurred.

Expenditures incurred

as a consequence of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized.

When property

and equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are

removed from the accounts and any gain or loss is included in statement of operations.

Depreciation is computed by the reducing balance

method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

OF PROPERTY PLANT AND EQUIPMENT

of lease life or asset life

Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying

value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.

In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an

amount by which the carrying value exceeds the fair value of assets.

The factors considered by management in performing this assessment

include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic

represents mostly rental deposit paid for the office used.

606 – Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about

the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services

to customers.

accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services.

The amount of revenue recognized

reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services.

The provisions

of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services

to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services.

606 requires the Company to apply the following steps:

identify the contract with the customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

(4) allocate the transaction price to the performance obligations in the contract;

and (5) recognize revenue when, or as, performance

obligations are satisfied.

Company generates its revenue primarily from membership fees, product sales and F&B business.

The Company collects an annual membership fee from its members.

The fee is fixed, paid in full at the time upon joining the

membership and is not refundable.

The Company’s performance obligation is to provide its members the right to (a) purchase products

from the Company, (b) access to certain back-office services, (c) receive commissions and (d) attend corporate events.

The associated

performance obligation is satisfied over time, generally over the term of the membership agreement which is for a one-year period.

Company recognizes revenue from membership fee over the one-year period of the membership.

The Company’s performance obligation is to transfer ownership of its products to its Members.

The Company generally

recognizes revenue when product is delivered to its members.

Revenue is recorded net of applicable taxes, allowances, refund or returns.

The Company receives the net sales price in cash or through credit card payments at the point of sale.

any member returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned

We do not have buyback program.

However, when the customer requests a return and management decides that the refund is necessary,

we initiate the refund after deducting all the benefits that a member has earned.

The returns are deducted from our sales revenue on

our financial statements.

Allowances for product and membership returns are provided at the time the sale is recorded.

This accrual is

based upon historical return rates for each country and the relevant return pattern, which reflects anticipated returns to be received

over a period of up to 12 months following the original sale.

Product and membership returns for the three months ended March 31, 2024

and 2023 were approximately $ 0 and $ 1,162 , respectively.

The table below represents a breakout of the returns related to product sales

and the returns related to memberships:

OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS

March 31, 2024

March 31, 2023

Revenue returns

and Beverage :

The revenue received from Food and Beverage business for the three months ended March 31, 2024 and 2023 were $ 286,110

and $ 187,776 , respectively.

assets and liabilities

is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of March 31, 2024 and December

OF CONTRACT ASSETS AND LIABILITIES

Prepaid Sales Commission

Balances at the beginning of the period

Movement for the period

Balances at the end of the period

Deferred Revenue

Balances at the beginning of the period

Movement for the period

Balances at the end of the period

Company is obligated to pay value-added tax (“VAT”), among other things, on its inventory purchase as well as its rent payments

and payment of professional fees.

As of March 31, 2024 and December 31, 2023, included in other receivables was VAT paid of $ 37,311 and

$ 37,179 , respectively, due primarily to the purchase of inventory and payment of rents and accounting fees.

of revenue is consisted of the cost of procuring finished goods from suppliers and related shipping and handling fees from 3 rd

parties money platform, contractor fees for part-time staff, franchise commission and sales commission from membership business.

is a breakdown of the Company’s cost of revenue for the three months ended March 31, 2024 and 2023.

OF COST OF REVENUE

March 31, 2024

Finished goods

Related shipping

Contractor fee

Franchise commission

Sales commission

Total of Cost of revenue

March 31, 2023

Finished goods

Related shipping

Contractor fee

Franchise commission

Sales commission

Total of Cost of revenue

and Handling Fees

Company utilizes the practical expedient under ASC 606-10-25-18B to account for its shipping and handling as fulfillment activities,

and not a promised service (a revenue element).

Shipping and handling fees are included in costs of revenue within the statements of

Company compensates its sales leaders with leadership incentives for services rendered, relating to the development, retention, and management

of their sales organizations.

Leadership incentives are payable based on achieved sales volume, which are recorded in cost of revenue.

Member will get 25 % commission of the membership fee income if the member successfully refers a new member to subscribe to the membership.

The commission will be payable after the referee’s membership is confirmed and been paid by the new member.

incurred for advertising the Company’s products are charged to operations as incurred.

Advertising expenses for the three months

ended March 31, 2024 and 2023 were $ 2,242 and $ 4,095 , respectively.

Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”),

which requires, among other things, an asset and liability approach to calculating deferred income taxes.

The asset and liability approach

requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between

the carrying amounts and the tax bases of assets and liabilities.

A valuation allowance is provided to offset any net deferred tax assets

for which management believes it is more likely than not that the net deferred tax asset will not be realized.

Tax positions that meet

the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely

of being realized upon settlement with the applicable taxing authority.

Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions.

When tax returns are filed, there

may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained.

In accordance

with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which,

based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,

including the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions.

Company has not recorded any unrecognized tax benefits.

The Company’s policy is to recognize interest and penalties related to

income taxes in income tax expense.

(Loss) per Share

Company presents basic and diluted earnings (loss) per share data for its common shares.

Basic earnings (loss) per share is calculated

by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares

outstanding during the year, adjusted for treasury shares held by the Company.

earnings (loss) per share is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average

number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which

comprise convertible securities, such as stock options, convertible bonds and warrants.

At March 31, 2024 there were 4,549,375 potentially

dilutive warrants outstanding.

At March 31, 2023 there were 4,549,375 potentially dilutive warrants outstanding and 909,875

potentially dilutive underlying rights.

Non-controlling

interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented

separately in the consolidated statements of operation and comprehensive income, and within equity in the Consolidated Balance Sheets,

separately from equity attributable to owners of the Company.

March 31, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 164,499 and $ 8,666 , respectively.

and Capital Resources

the three months ended March 31, 2024, we incurred a net loss, a loss from operations and negative cash flow from operations as we expanded

our business of operating cafés and restructured our membership business.

Notwithstanding

the above, the Company believes that the available cash in the Company’s bank accounts, anticipated cash from operations, and financing

availability from related parties are sufficient to fund our operations for at least the next 12 months.

The Company’s capital

requirements for the planned expansion are based on, among other items, geographical specific property costs, team requirements, and

marketing steps needed.

Our expansion shall consist of plans to take over leases of existing Hapi Cafes we currently do not own, as we

look to add Hapi Cafes over the next two (2) years.

If we take over these existing leases, it will require a minimum investment for each

lease we take over for each Hapi Café.

Proceeds received as a result of the anticipated business combination, will allow us to

seek these expansion plans.

Depending on the amount of proceeds we raise as part of the anticipated business combination, we may or may

not need or seek additional funding or alter our strategic growth plans after the business combination is effectuated.

There is no guarantee

that we will be able to execute on our plans as laid out above.

accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not contain any adjustments

that might be required should the Company be unable to continue as a going concern.

Company has obtained a letter of financial support from Alset International Limited and Alset Inc., a direct and indirect majority

owner of the Company, respectively.

Alset International Limited and Alset Inc.

committed to provide any additional funding required

by the Company and would not demand repayment through twelve months from the issuance of these consolidated financial

3 - MERGER WITH HWH INTERNATIONAL INC.

(A NEVADA CORPORATION)

International Inc.

Alset Capital Acquisition Corp.;

“SPAC”, the” Company”) was a special purpose acquisition

company, incorporated in Delaware on October 20, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

On January 9, 2024, the Company, HWH International Inc.

(a Nevada corporation, “HWH-NV”) and HWH Merger Sub Inc.

the merger (the “Reverse Recapitalization”) pursuant to an agreement and plan of merger dated as of September 9, 2022.

transaction was accounted for as a Reverse Recapitalization in accordance with accounting principles generally accepted in the United

States (“GAAP”).

Under this method of accounting, SPAC was treated as the “acquired” company for financial reporting

This determination is primarily based on the fact that subsequent to the Reverse Recapitalization, HWH-NV stockholders comprise

a majority of voting power on the Company, most of senior management of HWH-NV continued as senior management of the combined company

and identified a majority of the members of the board of directors of the combined company, both companies are under common control;

and HWH-NV’s operations comprise the ongoing operations of the combined company.

Accordingly, for accounting purposes, the Company

is considered to be a continuation of HWH-NV, with the net identifiable assets of SPAC deemed to have been acquired by HWH-NV in exchange

for HWH-NV common shares accompanied by a recapitalization, with no goodwill or intangible assets recorded.

connection with the business Combination:

holders of 8,591,072 Public Shares properly exercised their right to have such shares redeemed for a full pro rata portion of the

trust account holding the proceeds from the IPO.

prior to the consummation of the Reverse Recapitalization (i) each of the 1,972,896 shares of SPAC’s Class A Common Stock was

cancelled and converted into 1,972,896 shares of the Company’s common stock;

(ii) each of the issued and outstanding 2,156,250

shares of SPAC’s Class B Common Shares were converted into 2,156,250 shares of SPAC’s Class A Common Stock and subsequently

into 2,156,250 shares of the Company’s common stock;

(iii) each of the SPAC’s 476,890 units were split into their component

and (iv) 909,875 new shares of the Company’s common stock were issued in connection with the conversion of the

SPAC’s rights into the Company’s common shares.

shares of the Company’s common stock were delivered as consideration in the Business Combination

shares of the Company’s common stock were issued to a third party as payment for $ 1,509,375 of underwriting compensation.

transaction described above was a transaction between entities under common control.

SPAC, prior to the Business Combination, was in

26 % owned by Alset International Limited a public company listed on the Singapore Exchange Securities Trading Limited and 32 % owned

by Alset Inc., the ultimate owner of both SPAC and HWH-NV.

HWH-NV was wholly-owned by Alset International Limited.

In the transactions

under common control, financial statements and financial information were presented as of the beginning of the period as though the assets

and liabilities had been transferred at that date.

4 — ACCOUNTS RECEIVABLE, NET

receivable, net at March 31, 2024, December 31, 2023, March 31, 2023 and December 31, 2022 of $ 29,156 , $ 28,611 , $ 14,302 and $ 9,070 , respectively,

and represents collection received by the credit card processor in F&B business and rent receivable.

Accounts receivable are recorded

at invoiced amounts net of an allowance for credit losses and do not bear interest.

The allowance for credit losses is the Company’s

best estimate of the amount of probable credit losses in the Company’s existing accounts receivable.

The measurement and recognition

of credit losses involves the use of judgment.

Management’s assessment of expected credit losses includes consideration of current

and expected economic conditions, market and industry factors affecting the Company’s customers (including their financial condition),

the aging of account balances, historical credit loss experience, customer concentrations, customer creditworthiness, and the existence

of sources of payment The Company also establishes an allowance for credit losses for specific receivables when it is probable that the

receivable will not be collected and the loss can be reasonably estimated.

Accounts receivable considered uncollectible are charged against

the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

As of March 31,

2024 and December 31, 2023, the allowance for credit losses was an immaterial amount.

The Company does not have any off-balance sheet

credit exposure related to its customers.

5 — PREPAID COMMISSIONS

the normal course of business, the Company pays commission to its members for product sales as well as membership sales.

Prepaid commissions

are recorded for commissions paid on membership sales and recognized as an expense over the same period as the related membership revenue.

6 — INVENTORY

of March 31, 2024 and December 31, 2023, the balance of finished goods was $ 3,598 and $ 1,977 , respectively.

There is no provision for

slow-moving or obsolete inventory during the three months ended March 31, 2024 and 2023.

7 — PROPERTY AND EQUIPMENT, NET

components of property and equipment are as follows:

OF PROPERTY AND EQUIPMENT, NET

March 31, 2024

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

Depreciation:

Office equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

December 31, 2023

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

Depreciation:

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

the three months ended March 31, 2024 and 2023, the Company recorded depreciation expenses of $ 14,643 and $ 14,591 , respectively.

8 — ACCRUED COMMISSIONS

commissions as of March 31, 2024 and December 31, 2023 represent mainly sales commission payable.

For the three months ended March 31,

2024 and 2023, sales commission expenses of $ 0

respectively, were recorded and included in cost

of revenue in the Company’s consolidated statement of operations.

9 — DUE TO ALSET INC .

Inc (“AEI”) is the ultimate holding company that is incorporated in the United States of America.

The amount due to AEI represents

short-term working capital advances to the Company for its daily operations.

There is no written, executed agreement and no financial/non-financial

covenants and the amount due to AEI is non-interest bearing.

Since the amount due to AEI is due upon request, it is classified as a current

The amounts due to AEI at March 31, 2024 and December 31, 2023 are $ 202,645 and $ 202,645 respectively.

10 — DUE TO/FROM RELATED PARTIES

to Alset International Ltd.

International Ltd.

(“AIL”) is incorporated in Singapore and is a fellow subsidiary of the common parent company, Alset Inc.

The amount due to AIL represents short-term working capital advances to the Company for its daily operations.

There is no written, executed

agreement and no financial/non-financial covenants and the amount due to AIL is non-interest bearing.

Since the amount due to AIL is

due upon request, it is classified as a current liability.

The amounts due to AIL at March 31, 2024 and December 31, 2023 are $ 2,552,291

and $ 1,729,901 , respectively.

to Alset Business Development Pte.

Business Development Pte.

(“ABD”) is incorporated in Singapore and is a fellow subsidiary of the common parent company,

The amount due to ABD represents amount loaned by ABD to Hapi Cafe Inc.

(“HCI”) for the investment on Ketomei

Ltd (“Ketomei”) in March 2022.

There is no written, executed agreement and no financial/non-financial covenants and

the amount due to ABD is non-interest bearing.

Since the amount due to ABD is due upon request, it is classified as a current liability.

The amounts due to ABD at March 31, 2024 and December 31, 2023 are $ 180,237 and $ 184,507 , respectively.

to BMI Capital Partners International Ltd.

Capital Partners International Ltd.

(“BMI”) is incorporated in Hong Kong and is a fellow subsidiary of the common parent

company, Alset Inc.

The amount due to BMI represents short-term working capital advances to the Company for its daily operation.

is no written, executed agreement and no financial/non-financial covenants and the amount due to BMI is non-interest bearing.

amount due to BMI is due upon request, it is classified as a current liability.

The amounts due to BMI at March 31, 2024 and December

31, 2023 are $ 1,439 and $ 1,442 , respectively.

and Administrative Services

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office

space, utilities and secretarial and administrative support for up to 24 months.

Upon completion of the Initial Business Combination

or the Company’s liquidation, the Company will cease paying these monthly fees.

During the three and nine months ended August 31,

2023, the Company recorded a charge of $ 30,000 and $ 90,000 , respectively, to the statement of operations pursuant to the agreement.

the three and nine months ended August 31, 2022, the Company recorded a charge of $ 30,000 and $ 70,000 , respectively, to the statement

of operations pursuant to the agreement.

on the date the Company’s Units were first listed on the Nasdaq, the Company has agreed to pay to Alset Management Group Inc.

total of $ 10,000 per month for office space, utilities and secretarial and administrative support for up to 24 months.

Upon completion

of the Initial Business Combination, the Company ceased paying these monthly fees.

During the three months ended March 31, 2024 and 2023,

the Company recorded a charge of $ 0 and $ 30,000 , to the statement of operations pursuant to the agreement.

Capital Loans

9 unchanged sentences

the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of August 31,

2023 and November 30, 2022, there were no amounts outstanding under the Working Capital Loans.

As of March 31,

2024 and December 31, 2023, there were no amounts outstanding under the Working Capital Loans.

Extension Loan

May 1, 2023, the Company amended the Investment Management Trust Agreement (the “Trust Agreement”) with Wilmington Trust,

15 unchanged sentences

of repayment.

As of August 31, 2023 and November 30, 2022 there was $ 205,305 and $ 0 outstanding under the extension loan.

from sponsor was $ 3,863 and $ 13,000 at August 31, 2023 and November 30, 2022, respectively and represents expenses paid by the Company on

behalf of the Sponsor.

6 — COMMITMENTS AND CONTINGENCIES

holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and

any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working

Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement

to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale.

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required

to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are

released from their lock-up restrictions.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 additional Units

to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

As of March 31, 2024 and December 31, 2023 there was $ 205,305 outstanding under the extension loan.

from Alset Acquisition Sponsor LLC

Acquisition Sponsor LLC (“Sponsor”) owed $ 205,305 and $ 205,305 at March 31, 2024 and December 31, 2023, respectively, which

represents expenses paid by the Company on behalf of the Sponsor.

11 — RELATED PARTY TRANSACTIONS

June 10, 2021, Hapi Café Inc.

(“HCI”) signed a convertible loan agreement with Ketomei Pte.

pursuant to which HCI has agreed to grant Ketomei a loan of an aggregate principal amount of $ 75,525 (SG$ 100,000 ).

On March 21, 2022,

HCI signed a legally binding term sheet with Ketomei, and HCI has agreed to invest in Ketomei $ 258,186 (SG$ 350,000 ) for 28 % interest

The investment was partially paid by the $ 75,525 (SG$ 100,000 ) loan borrowed to Ketomei and the accrued interest of $ 6,022

(SG$ 6,433 ).

The balance of $ 183,311 (SG$ 243,567 ) was paid in cash.

July 28, 2022 HCI entered into binding term sheet with Ketomei and Tong Leok Siong Constant, pursuant to which HCI lent Ketomei $ 43,254

(SG$ 60,000 ).

This loan had a 0 % interest rate for the first 60 days and an interest rate of 8 % per annum afterwards.

August 4, 2022, the same parties entered into another binding term sheet (the “Second Term Sheet”) pursuant to which HCI

agreed to lend Ketomei up to $ 260,600 (SG$ 360,000 ) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months,

the interest on such loan will be 8 %.

As of August 31, 2023, the $ 263,766 (SG$ 360,000 ) loan was paid by the $ 214,903 (SG$ 293,310 ) loan

borrowed to Ketomei and $ 48,862 (SG$ 66,690 ) was paid for the expenses on behalf of Ketomei.

In addition, pursuant to the Second Term

Sheet, the July 28, 2022, loan was modified to include conversion rights.

The Parties agree that the conversion rate will be at approximately

$ 0.022 per share.

August 31, 2023, the same parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 36,634

(SG$ 50,000 ) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be

As of October 31, 2023, the $ 37,876 (SG$ 50,000 ) loan was paid to Ketomei.

October 26, 2023, the same parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 37,876

(SG$ 50,000 ) pursuant to a non- convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will

As of March 31, 2024, the $ 37,000 (SG$ 50,000 ) loan was paid by the $ 21,134 (SG$ 28,560 ) loan borrowed to Ketomei and $ 15,865

(SG$ 21,440 ) was paid for the expenses on behalf of Ketomei.

February 20, 2024, the Company invested an additional $ 312,064

(SG$ 420,000 )

for an additional 38.41 %

ownership interest in Ketomei by converting $ 312,064 (SG$ 420,000 ) convertible loan.

The loan was impaired at the year ended December 31, 2023,

therefore, $ 312,064 (SG$ 420,000 ) was transferred from impairment of convertible loan to impairment of equity method investment.

After this additional investment, the Company owns 55.65 %

of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of HWH International Inc.

on February 20, 2024.

2022, the underwriters elected to fully exercise their over-allotment option.

The Units were sold at an offering price of $ 10.00 per

Unit, generating additional gross proceeds to the Company of $ 11,250,000 .

underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 1,725,000 in the aggregate, upon the closing of the Initial

Public Offering.

In addition, the underwriters will be entitled to a deferred fee of $ 0.35 per Unit, or $ $ 3,018,750 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company

completes a Business Combination, subject to the terms of the underwriting agreement.

March 20, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Sharing

Services Global Corporation (“SHRG”), pursuant to which the Company purchased from SHRG a (i) Convertible Promissory Note

(the “Convertible Note”) in the amount of $ 250,000 , convertible into 208,333,333 shares of SHRG’s common stock at the

option of the Company, and (ii) certain warrants exercisable into 208,333,333 shares of SHRG’s common stock at an exercise price

of $ 0.0012 per share, the exercise period of the warrant being five (5) years from the date of the Securities Purchase Agreement, for

an aggregate purchase price of $ 250,000 .

At the time of filing, the Company has not converted any of the debt contemplated by the Convertible

Note nor exercised any of the warrants.

assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of March 31,

2024 and December 31, 2023:

SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurement Using

March 31, 2024

Warrants – SHRG

Convertible loans receivable – SHRG

Total Investment in securities at Fair Value

fair value of the SHRG warrants under level 2 category as of March 31, 2024 was calculated using a Black-Scholes valuation model valued

with the following weighted average assumptions:

OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

Exercise price

interest rate

Warrants measurement input

Company has elected to recognize the convertible loan at fair value and therefore there was no further evaluation of embedded features

for bifurcation.

The Company engaged third party valuation firm to perform the valuation of convertible loans.

The fair value of the

convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash

flow with the following assumptions:

interest rate

dividend yield

measurement input

in the observable input values would likely cause material changes in the fair value of the Company’s Level 2 financial instruments.

A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement.

from F&B business amounting to approximately $ 1,344 and $ 1,314 was related to corporate sales.

That revenue was derived from corporate

sales to related parties who purchased meals and paid for their staff, during the three months ended March 31, 2024 and 2023, respectively.

in Accounts Receivable, net at March 31, 2024 and December 31, 2023 is $ 8,953 and $ 7,405 , respectively, of amounts due from related parties.

in other income during the three months ended March 31, 2024 and 2023 is $ 1,819 and $ 1,723 , respectively of rental income from related

12 — STOCKHOLDERS’ EQUITY

Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

of August 31, 2023 and November 30, 2022, there were no shares of preferred stock issued or outstanding.

A Common Stock — The Company is authorized to issue 50,000,000 shares of Class A common stock with a par value of $ 0.0001

Holders of Class A common stock are entitled to one vote for each share.

As of August 31, 2023 and November 30, 2022, there

were 473,750 shares of Class A common stock issued and outstanding, respectively, (excluding 1,976,036 and 8,625,000 , respectively, shares

of the Class A Common Stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheets).

B Common Stock — The Company is authorized to issue 5,000,000 shares of Class B common stock with a par value of $ 0.0001

Holders of Class B common stock are entitled to one vote for each share.

As of August 31, 2023 and November 30, 2022, there

were 2,156,250 shares of Class B common stock issued and outstanding.

holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination.

of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of

our stockholders except as otherwise required by law.

In connection with our initial Business Combination, we may enter into a stockholders’

agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance

arrangements that differ from those that were in effect upon completion of the Initial Public Offering.

shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, on a one-for-one

basis, subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or

deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the

ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders

of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance

or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock

will equal, in the aggregate, on an as-converted basis, to 20% of the sum of the total number of all shares of common stock outstanding

upon the completion of the Initial Public Offering (excluding the placement units and underlying securities).

- Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically

receive one-tenth (1/10) of one share of common stock upon consummation of the initial Business Combination.

The Company will not issue

fractional shares in connection with an exchange of rights.

Fractional shares will either be rounded to the nearest whole share or otherwise

addressed in accordance with Section 155 of the Delaware General Corporation Law, as further described herein.

We will make the determination

of how we are treating fractional shares at the time of our initial Business Combination and will include such determination in the proxy

materials we will send to stockholders for their consideration of such initial Business Combination .

total amount of authorized capital stock of the Company consists of 56,000,000 shares, consisting of (a) 55,000,000 shares of common

stock (the “Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).

31, 2024, there were no shares of preferred stock outstanding.

Company previously had shares of Class B common stock outstanding, which automatically converted into Class A common stock at the time

of a Business Combination, on a one-for-one basis.

- Each holder of a right automatically received one-tenth (1/10) of one share of common stock upon consummation of the initial

Business Combination.

— Public Warrants may only be exercised for a whole number of shares.

1 unchanged sentence

of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion

of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years

after the completion of a Business Combination or earlier upon redemption or liquidation.

The Public Warrants became exercisable 30 days after the completion of a Business Combination.

The Public Warrants will expire five years after the completion of a Business Combination.

Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation

6 unchanged sentences

under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,

the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination being

declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the

warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.

Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities

exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the

Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to

file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares

under applicable blue sky laws to the extent an exemption is not available.

of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable,

24 unchanged sentences

be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

following table summarizes the warrant activity for the three months ended March 31, 2024 and 2023.

OF WARRANT ACTIVITY

Warrants Outstanding

as of December 31, 2023

Warrants Vested and exercisable

at December 31, 2023

cancelled, expired

Warrants Outstanding as of

March 31, 2024

Warrants Vested and exercisable

at March 31, 2024

Warrants Outstanding

as of December 31, 2022

Warrants Vested and exercisable

at December 31, 2023

cancelled, expired

Warrants Outstanding as of

March 31, 2023

Warrants Vested and exercisable

at March 31, 2023

of HWH Shares to EF Hutton

December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting

agreement previously entered into by the Company and EF Hutton, a division of Benchmark Investments, LLC, under which in lieu of the

Company tendering the full amount due of $ 3,018,750 ,

the underwriters accepted a combination of $ 325,000

in cash upon the closing of the business combination, 149,443

shares of the Company’s common stock and a $ 1,184,375

promissory note as full satisfaction.

This agreement was effective

at the closing of business combination on January 9, 2024.

shares were issued as of the price of $ 10.10 ,

totaling the amount of $ 1,509,375 .

The fair value of the Company shares at issuance on January 9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior underwriting costs accounted

for in equity.

Company has operating leases for its office spaces in South Korea and two F&B stores in Singapore.

The related lease agreements do

not contain any material residual value guarantees or material restrictive covenants.

Since the Company’s leases do not provide

an implicit rate that can be readily determined, management uses a discount rate based on the incremental borrowing rate.

The Company’s

weighted-average remaining lease term relating to its operating leases is 1.23 years, with a weighted-average discount rate is 4 %.

Company has also utilized the following practical expedients:

leases – for leases that are for a period of 12 months or less, the Company will not apply the recognition requirements of

leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a single lease

current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the balance

Total lease expenses amounted to $ 125,143 and $ 130,044 which were included in general and administrative expenses in the statements

of operations for the three months ended March 31, 2024 and March 31, 2023, respectively.

Total cash paid for operating leases amounted

to $ 170,801 and $ 144,209 for the three months ended March 31, 2024 and 2023, respectively.

In addition, the Company leases certain equipment

on a short-term (12 months or less) basis.

Total short-term lease expense of $ 3,441 and $ 12,107 is included in general and administrative

expenses for the three months ended March 31, 2024 and 2023, respectively.

Supplemental balance sheet information related to operating

leases was as follows:

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES

March 31, 2024

December 31, 2023

Right-of-use assets

Lease liabilities - current

Lease liabilities - non-current

Total lease liabilities

of March 31, 2024, the aggregate future minimum rental payments under non-cancelable agreement are as follows:

SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS

Maturity of Lease Liabilities

12 months ended March 31, 2025

12 months ended March 31, 2026

Total undiscounted lease payments

Imputed interest

Present value of lease liabilities

Operating lease liabilities - Current

Operating lease liabilities - Non-current

14 — COMMITMENTS AND CONTINGENCIES

time to time the Company may be named in claims arising in the ordinary course of business.

Currently, no legal proceedings, government

actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion

of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

For all periods

presented, the Company was not a party to any pending material litigation or other material legal proceedings.

15 — DISAGGREGATION OF REVENUE

financial information of the Company’s operating revenue for disaggregated revenue purposes by revenue source are as follows:

sales only represent sales to members, not third parties who are not members.

SCHEDULE OF DISAGGREGATION OF REVENUE

Ended March 31, 2024

Ended March 31, 2023

Membership Fee

Product Sales

Food and Beverage

16 — CONCENTRATION RISK

Company maintains cash balances at various financial institutions in different countries.

These balances are usually secured by the central

banks’ insurance companies.

At times, these balances may exceed the insurance limits.

As of March 31, 2024 and December 31, 2023,

uninsured cash balances were $ 621,561 and $ 21,989,947 , respectively.

the three months ended March 31, 2024, five suppliers accounted for approximately over 80 % of the Company’s total costs of revenue.

the three months ended 31, 2023, five suppliers accounted for approximately over 62 % of the Company’s total costs of revenue.

17 — INVESTMENT IN ASSOCIATE & CONVERTIBLE NOTE RECEIVABLE, RELATED PARTY

February 20, 2024, the Company held an equity method investment in a related party, Ketomei, and also had a convertible note receivable

with Ketomei.

The following table shows the activity of the investment and note during the three months ended 2024.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

Investment in associate, related party

$ ( 296,052 )

Convertible note receivable, related party

Investment in associate, related party

Convertible note receivable, related party

the year 2024, the Company impaired the investment in associate of $ 296,052 to $ 0 , convertible note receivable of ($ 249,352 ) to $ 0 and

goodwill of $ 323,864 to $ 0 .

Total impairment expenses was $ 366,192 .

February 20, 2024, the Company invested an additional $ 312,064

(SG$ 420,000 )

for an additional 38.41 %

ownership interest in Ketomei by converting $ 312,064 (SG$ 420,000 )

convertible loan.

The loan was impaired at the year ended December 31, 2023, therefore, $ 312,064

(SG$ 420,000 )

was transferred from impairment of convertible loan to impairment of equity method investment.

additional investment, the Company owns 55.65 %

of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of HWH International Inc.

on February 20, 2024.

the three months ended March 31, 2024, the Company held a convertible note receivable with SHRG.

The following table shows the activity

of the investment and note during the three months ended 2024.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

Convertible note receivable, related party

the three months ended 2023, the Company revalued the convertible note receivable with SHRG of $ 250,000 to $ 324,521 .

The total $ 74,521

revaluated amount was booked in additional paid in capital as this was a related party transaction.

19 – CHANGE IN FISCAL YEAR

connection with Business Combination, SPAC changed its fiscal year from November 30 to December 31.

SPAC has recently reported its audited

financial statements on form 10-K for the year ended November 30, 2023.

SPAC’s financial statement for one month of December 2023,

that were not previously reported include expenses related to business combination, ordinary business expenses and investment income.

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED BALANCE SHEETS

SCHEDULE OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS

Current assets:

Other current assets

Total current assets

Cash and marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses

Extension Loan – Related Party

Total current liabilities

Deferred underwriting compensation

Total liabilities

Commitments and contingencies

Temporary equity:

Class A common stock subject to possible redemption;

1,976,036 shares (at approximately $ 10.35 per share) as of December 31, 2023

Stockholders’ deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

473,750 issued and outstanding (excluding 1,976,036 shares subject to possible redemption) as of December 31, 2023

Class B common stock, $ 0.0001 par value;

5,000,000 shares authorized;

2,156,250 shares issued and outstanding as of December 31, 2023

Common stock, value

Accumulated deficit

( 1,984,319 )

Total stockholders’ deficit

( 1,984,056 )

Total liabilities and stockholders’ deficit

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

STATEMENTS OF OPERATIONS

Administration fee - related party

General and administrative

TOTAL EXPENSES

Investment income earned on cash and marketable securities held in Trust Account

TOTAL OTHER INCOME

Income tax expense

20 — SUBSEQUENT EVENT

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the filing date of our Form 10-Q

for the three and nine months ended August 31, 2023.

Based upon this review, the Company did not identify any subsequent events that

would have required adjustment or disclosure in the financial statements.

for the three months ended March 31, 2024.

to a settlement agreement made with Meteora Special

Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital,

LLC (collectively, “ Meteora”) as of April 11, 2024, the Company paid Meteora $ 200,000 ,

and agreed that Meteora could retain $ 100,000 already paid to Meteora.

This settlement agreement was entered into in connection with

a subscription agreement entered into as of July 30, 2023, by and among the Company and Meteora.

April 25, 2024, the Company entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness

(“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan

Heng Fai Ambrose, HWH’s Executive Chairman, as a part of HWH’s strategy of building its travel business in Asia.

joint venture company (referred to here as the “JVC”) will be known as HapiTravel Holding Pte.

The JVC will be initially

owned as follows:

(a) HWHPL will hold 19 % of the shares in the JVC;

Chan will hold 11 %;

and (c) the remaining 70 % of the shares

in the JVC are to be held by Mr.

Food & Beverage Pte.

March 14, 2024, the Company entered into a shares subscription agreement through its subsidiary Alset F&B Holding Pte.

to subscription of shares in Ideal Food & Beverage Pte.

(“IFBPL”) with the subscription of 19,000 shares constituting

S$ 19,000 (and 19 %) of the issued and paid-up capital of IFBPL.

And due to the bank account of IFBPL was under opening procedure, the

Company will pay it until the process was completed.

Facility Agreement

April 24, 2024, the Company entered into a Credit Facility Agreement (the “Agreement”) with Alset Inc., a Texas corporation

and the Company’s indirect, majority stockholder (“Alset Inc.”), pursuant to which Alset Inc.

has provided the Company

a line of credit facility (the “Credit Facility”) which provides a maximum, aggregate credit line of up to $ 1,000,000 .

to the Agreement, the Company may request an advance (each, an “Advance”) on the Credit Facility.

Each advance shall bear

a simple interest rate of three percent (3%) per annum.

Each Advance and all accrued but unpaid interest shall be due and payable at

the first (1st) anniversary of the effective date of the Agreement.

HWH may at any time during the term of the Agreement prepay a portion

or all amounts of its indebtedness without penalty.

Each advance shall not be secured by a lien or other encumbrance on any HWH assets,

but shall be solely a general unsecured debt obligation of HWH.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements