What changed in this filing

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Item 1. Financial Statements

2024-08-12 compared with 2024-05-15 · 725 added, 559 removed, 555 unchanged (70% of the section changed)

3 unchanged sentences

Balance Sheets (Unaudited)

March 31, 2024

December 31, 2023

(as restated)

June 30, 2024

receivable, net

receivables, net

loans receivable - related party, at fair value

security – related party

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

and equipment, net

and marketable securities held in Trust Account

Investment at cost

lease right-of-use assets, net

Non-Current Assets

Property and Equipment, net

Cash and marketable securities held in Trust Account

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

to related parties, net

lease liabilities - current

underwriting fee payable

payable - current

Current Liabilities

Accounts payable and accrued expenses

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Deferred underwriting fee payable

Notes payable - current

Total Current Liabilities

lease liabilities - non-current

payable - non-current

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;

and Contingencies

A common stock subject to possible redemption;

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

Stockholders’ Equity

Preferred stock, $ 0.001 par value;

Stockholders’

stock, $ 0.001 par value;

10,000,000 shares authorized;

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

Common stock, $ 0.0001 par value;

none issued and outstanding as of June 30, 2024 and December 31, 2023

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;

16,223,301 and 10,000 issued and outstanding as of June 30, 2024 and December

31, 2023, respectively

A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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;

0 and 473,750 issued and outstanding as of June 30, 2024 and December

31, 2023, respectively

B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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

0 and 2,156,250 issued and outstanding as of June 30, 2024 and December

31, 2023, respectively

Common stock value

Additional paid in capital

Foreign currency translation adjustment reserve

Retained earnings

paid in capital

other comprehensive loss

( 4,490,164 )

( 2,765,403 )

Total HWH International Inc.

Stockholders’ equity

HWH International Inc.

Stockholders’ deficit

$ ( 3,611,760 )

$ ( 2,962,171 )

Non-controlling interests

Total Stockholders’ Deficit

Non-controlling

Stockholders’ Deficit

( 3,499,463 )

( 2,953,505 )

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

2 unchanged sentences

Statements of Operations and Other Comprehensive Income

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

March 31, 2024

March 31, 2023

the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)

30, 2023 (as restated)

Non-membership

Total Revenue

Cost of revenue

Non-membership

Total Cost of revenue

Cost of revenue

$ ( 169,969 )

$ ( 292,782 )

$ ( 151,389 )

and administrative expenses

$ ( 654,740 )

$ ( 582,466 )

$ ( 1,783,931 )

$ ( 1,318,857 )

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

loss on goodwill

Operating expenses

General and administrative expenses

$ ( 654,740 )

$ ( 582,466 )

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

Total operating expenses

$ ( 2,150,123 )

$ ( 1,318,857 )

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

income (expense)

gain (loss) on related party transactions

on equity method investment - related party

loss on convertible note receivable – related party

income before provision for income taxes

( 1,740,160 )

Provision for income taxes

Net (loss) income

for income taxes

(loss) income

$ ( 403,641 )

Net profit attributable to Non-Controlling Interests

Net (loss) income attributable to common stockholders

$ ( 1,740,160 )

Net (loss) income attributable to Non-Controlling Interests

(loss) income attributable to common stockholders

$ ( 387,923 )

$ ( 1,724,761 )

Other comprehensive income, net of tax:

Foreign exchange translation adjustment

Foreign currency translation adjustment to common shareholders

$ ( 151,246 )

Foreign currency translation adjustment to Non-controlling interests

Total Other comprehensive income, net of tax:

Comprehensive (loss) income:

$ ( 151,246 )

March 31, 2024

March 31, 2023

Comprehensive (loss) / income attributable to common stockholders

Net (loss) / income

$ ( 387,923 )

$ ( 1,724,761 )

Foreign currency translation adjustment

Total Comprehensive (loss) / income attributable to common stockholders

$ ( 539,169 )

$ ( 1,789,189 )

Comprehensive (loss) / income attributable to non-controlling interests

Net (loss) / income

Foreign currency translation adjustment

Total Comprehensive (loss) / income attributable to non-controlling interests

A common stock

2 unchanged sentences

B common stock

Loss per common share

average number of common shares outstanding

June 30, 2024

June 31, 2023

A common stock

B common stock

A common stock

B common stock

earnings per common share

4 unchanged sentences

Statements of Changes in Stockholders’ Equity (Deficit)

the Three Months Ended March 31, 2024 and 2023

the Six Months Ended June 30, 2024 and 2023

Value $0.0001

2 unchanged sentences

Comprehensive

International Inc.

Stockholders’

HWH International Inc.

Par Value $0.0001

Paid in Capital

Comprehensive

Income (Loss)

Stockholders’ equity

at December 31, 2022

5 unchanged sentences

at March 31, 2023

Remeasurement

of Class A common stock to redemption value

$ ( 425,044 )

2 unchanged sentences

$ ( 136,147 )

at December 31, 2023

$ ( 136,147 )

(loss) income

currency translation adjustment

at June 30, 2023

$ ( 125,684 )

2 unchanged sentences

$ ( 2,183,356 )

at December 31, 2023

$ ( 197,041 )

$ ( 2,765,403 )

Issuance of Common Stock to EF Hutton for Deferred Underwriting Compensation

Issuance of Common Stock during Merger

Adjustment to Temporary Equity

$ ( 2,962,171 )

$ ( 2,953,505 )

of Common Stock to EF Hutton for Deferred Underwriting Compensation

of Common Stock during Merger

to Temporary Equity

$ ( 645,860 )

Common Stock Class A and B to Common Stock

1 unchanged sentence

for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

in Non-Controlling Interest Ketomei

(loss) income

$ ( 1,336,838 )

11 unchanged sentences

$ ( 2,967,999 )

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

for SHRG note receivable and warrants

in Non-Controlling Interest Ketomei

$ ( 387,923 )

$ ( 403,641 )

(loss) income

$ ( 387,923 )

$ ( 403,641 )

currency translation adjustment

$ ( 151,246 )

at June 30, 2024

$ ( 261,469 )

$ ( 4,490,164 )

$ ( 3,611,760 )

$ ( 3,499,463 )

$ ( 261,469 )

$ ( 4,490,164 )

$ ( 3,611,760 )

$ ( 3,499,463 )

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

International Inc.

1 unchanged sentence

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

the Six Months Ended June 31, 2024 and 2023 (Unaudited)

flows from operating activities:

(loss) income

$ ( 1,740,160 )

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

( 1,474,398 )

foreign exchange loss (gain) on related party transactions

on equity method investment, related party

lease expense

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

loss on goodwill

loss on convertible note receivable – related party

on disposal of property, plant and equipment

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

Account receivables

payable and accrued expenses

lease liabilities

cash used in operating activities

$ ( 1,129,040 )

from investing activities:

Purchases of property and

loans receivable - related party

cash used in investing activities

$ ( 1,379,468 )

from financing activities:

Repayment from loans and borrowing

Repayment of Deferred Underwriting Compensation

flows from investing activities:

of property and equipment

loans receivable - related party

Investment at cost

withdrawn from trust account available to the Company

withdrawn from trust account for redemptions

cash provided by investing activities

flows from financing activities:

of loans and borrowing

of deferred underwriting compensation

from repayment of due from sponsor

from extension loan

from related parties

cash provided by financing activities

from notes payable - related parties

of class A common stock

( 21,102,871 )

Effects of foreign exchange

( 68,351,348 )

cash used in financing activities

$ ( 19,741,962 )

$ ( 68,001,990 )

decrease in cash

$ ( 316,268 )

$ ( 358,392 )

of foreign exchange rate on cash

at beginning of period

1 unchanged sentence

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 )

of HWH common stock to EF Hutton for deferred underwriting compensation

Cash paid for interest

gain from notes receivable and warrants - SHRG

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

3 unchanged sentences

to the Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2024 and 2023

the Six Months Ended June 30, 2024 and 2023

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

2 unchanged sentences

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.

The F&B business operates four cafés, two of which

are located in South Korea and two in Singapore, as well as an online healthy food store serving customers in Singapore.

previously operated a membership model in which individuals paid an upfront membership fee to become members.

As members, these individuals

received discounted access to products and services offered by the Company’s affiliates.

The Company had approximately 9,000 members,

primarily in South Korea.

Currently, this membership business has been temporarily suspended, however the Company intends to resume this

business following the ongoing restructuring of the membership model.

International Inc.

49 unchanged sentences

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.

During the six months ended June 30, 2024 and 2023, substantially all of the

Company’s business was generated by its wholly owned subsidiaries, 0 %

from HWH World Inc.

(“HWH Korea”), respectively, and 100 %

from F&B business, respectively.

F&B business was generated by the following subsidiaries at June 30, 2024 and 2023,

respectively:

from Alset F&B One Pte.

Ltd (“F&B1”), 5 %

from Hapi Café Korea Inc.(“HCKI”), 19 %

from Hapi Café SG Pte.

(“HCSGPL”), 13 %

from Alset F&B (PLQ) Pte.

(“F&BPLQ”) and 26 %

from Ketomei Pte.

HWH Korea was incorporated in the Republic of Korea (“South Korea”) on May

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.

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.

In the second quarter of 2024 the Company ceased

operations of its subsidiary Alset F&B (PLQ) Pte.

Due to the closure of this subsidiary the Company wrote off $ 5,820

of fixed assets, which is included in general and administrative expenses and recorded a gain on termination of lease of $ 246 ,

which is included in other income on the Company’s Statement of Operations for the six months ended June 30, 2024.

Growth Company

33 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 $ 999,506 and $ 22,505,969 as of March 31, 2024 and December 31, 2023, respectively.

The Company had cash of $ 821,353 and $ 1,159,201 as of June 30, 2024 and December 31, 2023, respectively.

The Company had no cash equivalents

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

as of June 30, 2024 and December 31, 2023.

held in Trust 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.

June 30, 2024 and December 31, 2023, the Company had approximately $ 0 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.

Account was closed in May 2024.

Value of Financial Instruments

19 unchanged sentences

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

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

As of June 30, 2024 and December 31, 2023, inventory consisted

of finished goods procured from suppliers.

1 unchanged sentence

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.

8 unchanged sentences

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.

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

25 unchanged sentences

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.

represents mostly rental deposit paid for the office and the cafes used.

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

26 unchanged sentences

recognizes revenue when product is delivered to its members.

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

Revenue is recorded net of applicable taxes, allowances, refunds 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

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

returned product.

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:

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

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 June 30, 2024 and 2023 were both $ 0 .

Product and membership returns for the six months ended June 30, 2024 and 2023 were $ 0 and

respectively.

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

OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS

March 31, 2024

March 31, 2023

the three months ended:

Revenue return

the six months ended:

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

The revenue received from Food and Beverage business for the three months ended June 30, 2024 and 2023 was $ 334,882

and $ 195,198 , respectively.

The revenue received from Food and Beverage business for the six months ended June 30, 2024 and 2023 was

$ 620,992 and $ 383,177 , 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

is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of June 30, 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

Sales Commission

at the beginning of the period

for the period

at the end of the period

at the beginning of the period

for the period

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

As of June 30, 2024 and December 31, 2023, included in other receivables was VAT paid of $ 42,844 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

of revenue consists 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.

is a breakdown of the Company’s cost of revenue for the three and six months ended June 30, 2024 and 2023.

the three months ended:

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

of Cost of revenue

the six months ended:

of Cost of revenue

and Handling Fees

9 unchanged sentences

Advertising expenses for the three months

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

ended June 30, 2024 and 2023 were $ 4,324 and $ 112 , respectively.

Advertising expenses for the six months ended June 30, 2024 and 2023

were $ 6,566 and $ 1,209 , 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.

which requires, among other things, assets and liabilities approach to calculating deferred income taxes.

The assets and liabilities

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 assets 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.

17 unchanged sentences

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

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

At June 30, 2024 there were 4,549,370 potentially

dilutive warrants outstanding.

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

potentially dilutive underlying rights.

At June 30, 2023 there were 4,549,375 potentially dilutive warrants outstanding and 909,875 potentially

dilutive underlying rights.

Non-controlling

1 unchanged sentence

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.

separately in the Consolidated Statements of Operations and Other Comprehensive Income, and within equity in the Consolidated Balance

Sheets, separately from equity attributable to owners of the Company.

June 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 112,297 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

the six months ended June 30, 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.

9 unchanged sentences

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.

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.

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

and the Company’s indirect, majority stockholder, 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 Credit 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 (1 st ) anniversary of the effective date of the Credit Agreement.

The Company may at any time during the term

of the Credit 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 of the Company’s assets, but shall be solely a general unsecured debt obligation of the Company.

Company has obtained letters 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

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 statements.

accounting pronouncement

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

on the Company’s consolidated financial statements.

November 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to

Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and

interim basis.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all

prior periods presented in the financial statements.

We do not expect the adoption of this guidance to have a material impact on our

consolidated financial statements.

3 - MERGER WITH HWH INTERNATIONAL INC.

9 unchanged sentences

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.

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

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:

12 unchanged sentences

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.

SPAC, prior to the Business Combination, was 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.

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.

OF RESTATED CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEETS

Statement of Operations and Other Comprehensive Loss for the six Months Ended on June 30, 2023

As SPAC previously booked

Merger with HWH-NV

-Non-membership

Total revenue

Cost of revenue

-Non-membership

Total cost of revenue

$ ( 151,389 )

Operating expenses:

General and administrative expenses

$ ( 392,608 )

$ ( 926,249 )

$ ( 1,318,857 )

Total operating expenses

$ ( 392,608 )

$ ( 926,249 )

$ ( 1,318,857 )

Other income (expenses)

Unrealized gain on related party transactions

Loss on equity method investment, related party

Total other income

Income (loss) before provision for income taxes

Provision for income taxes

Net income (loss)

$ ( 642,996 )

Net profit attributable to Non-Controlling Interests

Net income (loss) attributable to the common shareholders

$ ( 645,196 )

Other comprehensive (loss) income:

Foreign exchange translation adjustment

Total Other comprehensive income, net of tax

Comprehensive income (loss):

$ ( 570,841 )

Balance Sheet as of December 31, 2023

As SPAC previously booked

Merger with HWH-NV

Current Assets

Account receivable, net

Other receivables, net

Prepaid expenses

Total Current Assets

Non-Current Assets

Property and equipment, net

Cash and marketable securities held in Trust Account

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable and accrued expenses

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Deferred underwriting fee payable

Total Current Liabilities

Non-Current Liabilities

Operating lease liabilities - Non-current

Total Non-Current 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’ Equity

Preferred stock, $ 0.001 par value;

10,000,000 shares authorized;

none issued and outstanding as of December 31, 2023

Common stock, $ 0.0001

shares authorized;

and 10,000 issued and outstanding as of December 31, 2023

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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

Common stock value

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 1,984,319 )

( 2,765,403 )

Total Stockholders’ Equity

$ ( 1,984,056 )

$ ( 978,115 )

$ ( 2,962,171 )

Non-controlling interests

Total Stockholders’ Deficit

( 1,984,056 )

( 2,953,505 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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.

receivable, net at June 30, 2024, December 31, 2023, June 30, 2023 and December 31, 2022 of $ 25,723 , $ 28,611 , $ 16,649 and $ 9,070 , respectively,

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

Accounts receivable are recorded

7 unchanged sentences

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,

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.

30, 2024 and December 31, 2023, the allowance for credit losses was an immaterial amount.

6 unchanged sentences

6 — INVENTORY

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

of June 30, 2024 and December 31, 2023, the balance of finished goods was $ 1,460 and $ 1,977 , respectively.

There is no provision for

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

slow-moving or obsolete inventory during the three and six months ended June 30, 2024 and 2023.

7 — PROPERTY AND EQUIPMENT, NET

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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.

the three months ended June 30, 2024 and 2023, the Company recorded depreciation expenses of $ 15,566

and $ 13,884 ,

respectively.

For the six months ended June 30, 2024 and 2023, the Company recorded depreciation expenses of $ 30,209

and $ 28,475 ,

respectively.

As of June 30, 2024, the Company disposed the office and equipment, at cost of $ 7,351 ,

and the furniture and fittings, at cost of $ 2,755 ,

from F&BPLQ due to close down of café.

loss on disposal of PPE was recorded in the general and administrative expenses.

8 — INVESTMENTS AT COST

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.

As of June 30, 2024, there has not been any accounting impact to the Company due to Hapi Travel

being under registration.

Food & Beverage Pte.

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

(“F&BH”) to subscription of shares in Ideal Food & Beverage Pte.

(“IFBPL”) with the

subscription of 19,000

shares constituting 19 %

of the shares of IFBPL.

The subscription fee $ 14,010

was paid to IFBPL on May 23, 2024.

Investments in equity securities without readily determinable fair values are measured at cost

minus impairment adjusted by observable price changes in orderly transactions for the identical or a similar investment of the same

These investments are measured at fair value on a nonrecurring basis when there are events or changes in circumstances that

may have a significant adverse effect.

An impairment loss is recognized in the consolidated statements of comprehensive income equal

to the amount by which the carrying value exceeds the fair value of the investment.

No impairment was recorded as of and for the six

months ended June 30, 2024.

9 — 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.

commissions as of June 30, 2024 and December 31, 2023 represent mainly sales commission payable.

For the three months ended June 30,

2024 and 2023, sales commission expenses of ($ 74 ) and $ 822 respectively, were recorded and included in cost of revenue in the

Company’s consolidated statement of operations.

For the six months ended June 30, 2024 and 2023, sales commission expenses of

respectively, were recorded and included in cost of revenue in the Company’s consolidated statement of operations.

10 — DUE TO ALSET INC .

5 unchanged sentences

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.

The amounts due to AEI at June 30, 2024 and December 31, 2023 are $ 503,659 and $ 202,645 respectively.

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

which AEI 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 Credit 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 (1 st ) anniversary of the effective date of the Credit Agreement.

The Company may at any time during the term

of the Credit 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 the Company’s assets, but shall be solely a general unsecured debt obligation of the Company.

30, 2024 the Company drew $ 300,000 from the credit line and accrued $ 1,044 in interest.

11 — 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.

to Alset International Limited.

International Limited (“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.

3 unchanged sentences

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

The amounts due to AIL at June 30, 2024 and December 31, 2023 are $ 3,501,759

and $ 1,729,901 , respectively.

1 unchanged sentence

Business Development Pte.

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

Limited (“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

(“HCI”) for the investment in Ketomei

Ltd (“Ketomei”) in March 2022.

2 unchanged sentences

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

The amounts due to ABD at June 30, 2024 and December 31, 2023 are $ 179,026 and $ 184,507 , respectively.

to BMI Capital Partners International Limited.

Capital Partners International Limited (“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.

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

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

The amounts due to BMI at June 30, 2024 and December

31, 2023 are $ 2,925 and $ 1,442 , respectively.

4 unchanged sentences

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

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

During the six months ended June 30, 2024 and 2023,

the Company recorded a charge of $ 0 and $ 60,000 , to the statement of operations pursuant to the agreement.

1 unchanged sentence

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

of the Company’s officers and directors were permitted to, but were not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of

a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion

of a Business Combination into units at a price of $ 10.00 per unit.

Such units would be identical to the Private Placement Units.

the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay

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

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.

The Sponsor has funded the first 30-day extension payment on May 3, 2023.

The Sponsor has also made subsequent extension

payments on June 5 th and July 6 th of $ 68,928 and $ 69,158 , respectively.

The Sponsor is entitled to the repayment

of these extension payments, without interest.

If the Company completes its initial Business Combination, it will, at the option of the

Sponsor, repay the extension payments out of the proceeds of the Trust Account released to it or issue securities of the Company in lieu

of repayment.

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.

The notes were to be repaid

upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may

be converted upon completion of a Business Combination into units at a price of $ 10.00 per unit.

Such units would be identical to the

Private Placement Units.

The Business Combination has closed, and there are no amounts outstanding

under these Working Capital Loans.

No amounts were converted into the units at the Business Combination.

On 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.

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 were amended, in part, so that the Company’s ability to complete a business combination was 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.

The Sponsor funded the first

30-day extension payment on May 3, 2023.

The Sponsor also made subsequent extension payments on June 5 th and July 6 th

of $ 68,928 and $ 69,158 , respectively.

The Sponsor was entitled to the repayment of these extension payments, without interest.

As of June 30, 2024 and December 31, 2023 there was $ 0 and $ 205,305 outstanding under the extension loan, respectively.

12 — RELATED PARTY TRANSACTIONS

June 10, 2021, Hapi Café Inc.

On 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.

(“Ketomei”), pursuant

to which HCI has agreed to grant Ketomei a loan of an aggregate principal amount of $ 75,525 .

On March 21, 2022, HCI signed a legally binding term sheet with Ketomei, and HCI has agreed to invest in Ketomei $ 258,186

interest in Ketomei.

The investment was partially paid by the $ 75,525

loan borrowed to Ketomei and the accrued interest of $ 6,022 .

The balance of $ 183,311 was paid in cash.

On July 28, 2022 HCI entered

into binding term sheet with Ketomei, pursuant to which HCI lent Ketomei $ 43,254 .

This loan had a 0 %

interest rate for the first 60 days and an interest rate of 8 %

per annum afterwards.

On 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

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

loan was paid by the $ 214,903

borrowed to Ketomei and $ 48,862

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

$ 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.

On August 31, 2023, the same

parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 36,634

pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be 3.5 %.

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 )

As of October 31, 2023, the $ 37,876 loan was paid to Ketomei.

On October 26, 2023, the same

parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 37,876

pursuant to a non- convertible loan, with a term of 12 months.

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

As of June 30, 2024, the $ 37,000

loan was paid by the $ 21,134

loan borrowed to Ketomei and $ 15,865 was paid for the expenses on behalf of Ketomei.

On February 20, 2024, the Company

invested additional $ 312,064

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.

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

ownership interest in Ketomei by converting $ 312,064

of convertible loan.

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

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 the Company beginning on February

March 20, 2024, the Company entered into a securities purchase agreement with

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

Promissory Note (“ CN 1”) 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 CN 1 nor exercised any of the

May 9, 2024, the Company entered into a securities purchase agreement with Sharing

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

2”) in the amount of $ 250,000 ,

convertible into 125,000,000

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 250,000 .

CN 2 bears an 8 %

interest rate and has a scheduled maturity three years from the date of the Convertible Note.

Additionally, upon signing CN 2,

SHRG owns the Company commitment fee of 8 %

of the principal amount, $ 20,000

in total, which will be paid either in cash or in common stock of SHRG, at the discretion of the Company.

6, 2024, the Company entered into a securities purchase agreement with Sharing Services

Global Corporation, pursuant to which the Company purchased from SHRG a Convertible Promissory Note (“CN 3”)

in the amount of $ 250,000 , convertible into 125,000,000 shares of SHRG’s common stock at the option of the Company for an aggregate

purchase price of $ 250,000 .

CN 3 bears an 8 % interest rate and has a scheduled maturity three years from the date of the

Convertible Note.

Additionally, upon signing CN 3, SHRG owed the Company commitment fee of 8 % of the principal amount,

$ 20,000 in total, which will be paid either in cash or in common stock of SHRG, at the discretion of the Company.

June 30, 2024, total $ 40,000 commitment fee and $ 8,589 convertible note interest was recorded under other receivable.

is a related party of our Company, as our stockholders Alset Inc.

and Alset International Limited, in addition to certain entities affiliated

with them, are significant stockholders of SHRG, and our Chief Executive Officer and Chairman are also the Chief Executive Officer and

Chairman, respectively, of SHRG.

assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of June 30,

OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Value Measurement Using

loans receivable – SHRG

Investment in securities at Fair Value

fair value of the SHRG warrants under level 2 category as of June 30, 2024 was calculated using a binomial option pricing model valued

with the following weighted average assumptions:

OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

Exercise price

interest rate

free interest rate

Warrants measurement input

10 unchanged sentences

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

from F&B business amounting to approximately $ 1,974 and $ 1,475 during the three months ended June 30, 2024 and 2023, respectively,

was related to corporate sales.

Revenue from F&B business amounting to approximately $ 3,313 and $ 2,780 during the six months ended

June 30, 2024 and 2023, respectively, was related to corporate sales.

That revenue was derived from corporate sales to related parties

who purchased meals and paid for their staff.

in Accounts Receivable, net at June 30, 2024 and December 31, 2023 is $ 10,502 and $ 7,405 , respectively, of amounts due from related parties.

in other income during the three months ended June 30, 2024 and 2023 is $ 1,603 and $ 1,667 , respectively of rental income from related

Included in other income during the six months ended June 30, 2024 and 2023 is $ 3,257 and $ 3,390 , respectively of rental income

from related parties.

13 — STOCKHOLDERS’ EQUITY

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.

total amount of authorized capital stock of the Company is 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”).

As of June 30, 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

6 unchanged sentences

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.

The Public Warrants will expire five years after the completion of the 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

24 unchanged sentences

in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive

any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except

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.

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

Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except

the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) were 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 six months ended June 30, 2024 and 2023.

OF WARRANT ACTIVITY

Warrants Outstanding

as of December 31, 2023

Warrants Vested and exercisable

at December 31, 2023

Outstanding as of December 31, 2023

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

Outstanding as of June 30, 2024

Vested and exercisable at June 30, 2024

Outstanding as of December 31, 2022

Vested and exercisable at December 31, 2022

cancelled, expired

Warrants Outstanding as of

March 31, 2023

Warrants Vested and exercisable

at March 31, 2023

Outstanding as of June 30, 2023

Vested and exercisable at June 30, 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 ,

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

in cash payable 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 ,

This agreement was effective at the closing of Business Combination on January 9, 2024.

shares were issued at 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 %.

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.

The Company has operating leases for its office spaces, one F&B store

in South Korea and two F&B stores in Singapore.

In the second

quarter of 2024, the Company ceased its operations of F&BPLQ and recorded a gain on termination of the operating lease of $ 246 , which

is included in other income on the Company’s Statement of Operations for the six months ended June 30, 2024.

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

The Company’s weighted-average remaining lease term relating to its operating leases is 1.54 years, with a weighted-average

discount rate of 3.81 %.

Company has also utilized the following practical expedients:

3 unchanged sentences

Total lease expenses amounted to $ 134,996 and $ 125,994 , 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:

of operations for the three months ended June 30, 2024 and 2023, respectively.

Total lease expenses amounted to $ 260,139 and $ 256,038 ,

which were included in general and administrative expenses in the statements of operations for the six months ended June 30, 2024 and

2023, respectively.

Total cash paid for operating leases amounted to $ 132,789 and $ 142,698 for the three months ended June 30, 2024 and

2023, respectively.

Total cash paid for operating leases amounted to $ 257,000 and $ 286,907 for the six months ended June 30, 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 $ 6,878 and $ 1,742 is included in general and administrative expenses for the three months ended June 30, 2024 and 2023, respectively.

Total short-term lease expense of $ 10,319 and $ 2,348 is included in general and administrative expenses for the six months ended June

30, 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:

liabilities - current

liabilities - non-current

lease liabilities

of June 30, 2024, the aggregate future minimum rental payments under non-cancelable agreements 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

of Lease Liabilities

months ended June 30, 2025

months ended June 30, 2026

months ended June 30, 2027

undiscounted lease payments

Imputed interest

Present value of lease liabilities

Operating lease liabilities - Current

Operating lease liabilities - Non-current

value of lease liabilities

lease liabilities - Current

lease liabilities - Non-current

15 — COMMITMENTS AND CONTINGENCIES

9 unchanged sentences

SCHEDULE OF DISAGGREGATION OF REVENUE

Ended March 31, 2024

Ended March 31, 2023

Membership Fee

Product Sales

Food and Beverage

Ended June 30, 2024

Ended June 30, 2023

Ended June 30, 2024

Ended June 30, 2023

17 — CONCENTRATION RISK

3 unchanged sentences

At times, these balances may exceed the insurance limits.

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

As of June 30, 2024 and December 31, 2023,

uninsured cash balances were $ 776,876 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

the three and six months ended June 30, 2024, five suppliers accounted for approximately over 44 % and 82 % of the Company’s total

costs of revenue, respectively.

the three and six months ended June 30, 2023, five suppliers accounted for approximately over 58 % and 61 % of the Company’s total

costs of revenue, respectively.

18 — INVESTMENT IN ASSOCIATE & CONVERTIBLE NOTES 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.

The following table shows the activity of the investment and note during the six months ended June 30, 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 )

in associate, related party

note receivable, related party

in associate, related party

note receivable, related party

the first six months of 2024, the Company impaired convertible note receivable of $ 42,328 to $ 0 and total impairment expenses were $ 42,328 .

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.

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

beginning on February 20, 2024.

the six months ended June 30, 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.

of the investment and note during the six months ended June 30, 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.

note receivable - related party

the six months ended June 30, 2024, the Company revalued the convertible note receivable with SHRG of $ 750,000 to $ 868,593 .

$ 15,835 revaluated loss amount was booked in unrealized loss on convertible note receivable – related party and $ 134,428 revaluated

gain 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.

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

The company has recently reported

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

The Company’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.

3 unchanged sentences

current assets

Other current assets

Total current assets

Cash and marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

current assets

and marketable securities held in Trust Account

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

Loan – Related Party

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;

underwriting compensation

and contingencies

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;

Stockholders’

stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

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;

473,750 issued and outstanding (excluding 1,976,036 shares subject

to possible redemption) as of December 31, 2023

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

stockholders’ deficit

( 1,984,056 )

Total liabilities and stockholders’ deficit

liabilities and stockholders’ deficit

INTERNATIONAL INC.

1 unchanged sentence

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

Administration

fee - related party

and administrative

income earned on cash and marketable securities held in Trust Account

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 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.

Company has evaluated events that have occurred after the balance sheet date through the date of this report and determined that there

were no subsequent events or transactions that required recognition or disclosure in the condensed consolidated financial statements.

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