What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-12 compared with 2024-05-15 · 207 added, 166 removed, 178 unchanged (68% of the section changed)

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Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Exchange Act.

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us

that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results,

levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify

forward-looking statements by terminology such as “may,” “should,” “could,” “would,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”

or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but

are not limited to, those described in our other SEC filings.

This Quarterly Report on Form

10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Exchange Act.

We have based these forward-looking statements on our current expectations and projections about future events.

forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results,

levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or

achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology

such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”

“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

newly acquired business started in South Korea with a single-level membership marketing model with limited products for sale.

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and business development experience to head up and expand our operations across various geographies and revised our business plan to

a multi-level membership tier model in 2022, with more products and services to be made available to our members.

We created a new corporate

structure, with subsidiaries in the U.S., Hong Kong and Singapore, that would allow for quick geographical expansion and turned our focus

to the Hapi Café development.

a tiered membership model in 2022, with more products and services to be made available to our members.

We created a new corporate structure,

with subsidiaries in the U.S., Hong Kong and Singapore, that would allow for quick geographical expansion and turned our focus to the

Hapi Café development.

have 9,811 individuals with founding member status.

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income when a member’s referral signs up for membership or makes an initial purchase through the HWH Marketplace products through

segments include:

operations include:

Marketplace, which offers certain products manufactured by our affiliate companies, at a discounted price to our members.

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Café.” We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July

2022, respectively, and plan to open additional Hapi Cafés as we beta test and further improve our business concept.

to grow our memberships as we grow the number of Hapi Cafés around the world.

Hapi Cafe is positioned to be an integral part of

HWH’s business model.

2022, respectively, one more opened in Seoul, the Republic of Korea in May 2024, and plan to open additional Hapi Cafés as we

beta test and further improve our business concept.

We intend to grow our memberships as we grow the number of Hapi Cafés around

Hapi Cafe is positioned to be an integral part of HWH’s business model.

In June 2024, the Company decision to close

the café under F&BPLQ was driven by the unsustainable revenue it generated.

We believe it is more strategic to refocus our

efforts and resources on other business ventures that have greater growth potential.

travel business is in the planning stage as we are working with our affiliates to determine the market-by-market services.

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establishing Hapi Cafés as venues and destinations that help build the credibility and reputation of the Company and its Hapi

Wealth Builder business, which we intend to launch in 2024.

Wealth Builder business, which we intend to launch later in 2024.

Revenue Model

total revenue for the three months ended March 31, 2024 and 2023 was $286,110 and $200,562, respectively.

Our net loss for the three

months ended March 31, 2024 was $1,336,519 and net income for the three months ended March 31, 2023 was $171,849, respectively.

currently recognize revenue from the sale of products, memberships and food and beverages to customers.

Sales of memberships accounted

for approximately 0% of revenue in the three months ended March 31, 2024, and 6% of revenue in the three months ended March 31, 2023.

Sales of food and beverage accounted for approximately 100% and 94% of revenue in the three months ended March 31, 2024, and 2023, respectively.

a geographical perspective, we recognized 4% and 96% of our total revenue in the three months ended on March 31, 2024, in South Korea

and Singapore, respectively, and 13% and 87% in the three months ended March 31, 2023, in South Korea and Singapore, respectively.

believe that, on an ongoing basis, the revenue generated from sales of membership will decline as a percentage of our total revenue as

we expect to experience greater revenue contribution from our café business and product sales.

total revenue for the three months ended June 30, 2024 and 2023 was $334,882 and $195,198, respectively.

Our total revenue for the six

months ended June 30, 2024 and 2023 was $620,992 and $395,760, respectively.

Our net loss for the three months ended June 30, 2024 and

2023 was $403,641 and $62,935, respectively.

Our net loss for the six months ended

June 30, 2024 was $1,740,160 and net income for the six months ended June 30, 2023 was $108,914.

currently recognize revenue from food and beverage sales, sale of products, and memberships to customers.

Sales of food and

beverage accounted for approximately 100% and 100% of revenue in the three months ended June 30, 2024, and 2023, respectively.

of food and beverage accounted for approximately 100% and 97% of revenue in the six months ended June 30, 2024, and 2023,

respectively.

Sales of memberships accounted for approximately 0% of revenue in the three months ended June 30, 2024, and 2023.

Sales of memberships accounted for approximately 0% of revenue in the six months ended June 30, 2024, and 3% of revenue in the six

months ended June 30, 2023.

a geographical perspective, we recognized 6% and 94% of our total revenue in the three months ended on June 30, 2024, in South Korea

and Singapore, respectively, and 6% and 94% in the three months ended June 30, 2023, in South Korea and Singapore, respectively.

a geographical perspective, we recognized 5% and 95% of our total revenue in the six months ended on June 30, 2024, in South Korea and

Singapore, respectively, and 10% and 90% in the six months ended June 30, 2023, in South Korea and Singapore, respectively.

that May or Are Currently Affecting Our Business

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The Company generally

recognizes revenue when a product is delivered to its members.

recognizes revenue when a product is delivered to its member.

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

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to 12 months following the original sale.

Product and membership return for the three months ended March 31, 2024, and 2023 were approximately

Product and membership returns for the three months ended June 30, 2024, and 2023 were approximately

$0 and $0, respectively.

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

$1,142, respectively.

The Company collects an annual membership fee from its members.

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

the fee is not refundable.

The Company’s performance obligation is to provide its members with 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 membership.

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

and is not refundable.

The Company’s performance obligation is to provide its members with 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.

The Company recognizes

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

and Beverage:

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

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

and $195,192, respectively.

The revenue received from Food and Beverage

business in the six months ended June 30, 2024, and 2023 was $620,992 and $382,968, respectively.

Cost of revenue consists of cost of procuring finished goods from suppliers and related shipping and handling fees.

of Operations

of Statements of Operations for the Three Months Ended March 31, 2024 and 2023

Three Months Ended March 31,

Cost of revenue

Operating expenses

Other income (expense)

Provision for income taxes

Net (loss) income

of Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023

Months Ended June 30,

income (expense)

for income taxes

(loss) income

$ (1,740,160 )

was $286,110 and $200,562 for the three months ended March 31, 2024 and 2023, respectively.

Word of mouth, a social media presence, and

the availability of meeting spaces are significant drivers of our revenue and revenue potential.

Our revenue increased in 2024 due to

the increased revenue from F&B business in Singapore.

was $334,882 and $195,198 for the three months ended June 30, 2024 and 2023, respectively.

Revenue was $620,992 and $395,760 for the

six months ended June 30, 2024 and 2023, respectively.

Word of mouth, a social media presence, and the availability of meeting spaces

are significant drivers of our revenue and revenue potential.

Our revenue increased in 2024 due to the increased revenue from F&B

business in Singapore.

see the following table below, which illustrates revenues received from memberships:

Number of Memberships Sold

Cash received from membership

the three months ended March 31, 2024 and 2023, our revenue was generated as per the following:

Membership Fee

Product Sales

Food and Beverage

of revenues increased from $77,769 in the three months ended March 31, 2023 to $122,813 in the three months ended March 31, 2024.

increase is a result of the increase in sales of F&B business.

commissions decreased from $11,868 to ($234) in the three months ended March 31, 2023 and 2024, respectively, due to decrease in sale

of memberships sold

received from membership

the three and six months ended June 30, 2024 and 2023, our revenue was generated as per the following:

Months Ended June 30,

of revenues increased from $73,620 in the three months ended June 30, 2023 to $169,969 in the three months ended June 30, 2024.

of revenues increased from $151,389 in the six months ended June 30, 2023 to $292,782 in the six months ended June 30, 2024.

is a result of the increase in sales of F&B business.

commissions decreased from $822 to ($74) in the three months ended June 30, 2023 and 2024, respectively, due to decrease in sale of memberships.

Sales commissions decreased from $12,690 to ($308) in the six months ended June 30, 2023 and 2024, respectively, due to decrease in sale

of memberships.

gross margin increased from $122,793 to $163,297 in the three months ended March 31, 2023 and 2024, respectively.

The increase of gross

margin was caused by the increase in F&B revenue.

expenses increased from $736,391 to $1,495,383 in the three months ended March 31, 2023 and 2024, respectively, due to general and administrative

expenses increased from $736,391 to $1,129,191 in the years ended March 31, 2023 and 2024, respectively.

The increase of general and

administrative expenses in 2024 compared with 2024 was mostly caused by the increase in the operating expenses for the food and beverage

business in Korea and Singapore and the professional fee due to the 10Q & S-4 filing.

gross margin increased from $121,578 to $164,913 in the three months ended June 30, 2023 and 2024, respectively.

The gross margin increased

from $244,371 to $328,210 in the six months ended June 30, 2023 and 2024, respectively.

The increase of gross margin was caused by the

increase in F&B revenue.

expenses increased from $582,466 to $654,740 in the three months ended June 30, 2023 and 2024, respectively, due to general and administrative

expenses increased from $582,466 to $654,740 in the three months ended June 30, 2023 and 2024, respectively.

Operating expenses increased

from $1,318,857 to $2,150,123 in the six months ended June 30, 2023 and 2024, respectively, due to general and administrative expenses

increased from $1,318,857 to $1,783,931 in the six months ended June 30, 2023 and 2024, respectively.

The increase of general and administrative

expenses in 2024 compared with 2023 was mostly caused by the increase in the operating expenses for the food and beverage business in

Korea and Singapore and the professional fees due to the 10-Q and S-4 filings.

income (expense)

the three months ended March 31, 2024, the Company had other expense of $4,433 compared to other income of $960,620 in the three months

ended March 31, 2023.

The decrease due to interest income from $944,565 to $25,458 in the three months ended March 31, 2023 and 2024,

respectively.

the three months ended March 31, 2024 the Company had net loss of $1,336,519 compared to net income of $171,849 in the three months ended

March 31, 2023.

the three months ended June 30, 2024, the Company had other income of $86,186 compared to $552,660 in the three months ended June 30,

In the six months ended June 30, 2024, the Company had other income of $81,753 compared to $1,513,280 in the six months ended June

The decrease is due to decline in interest income from $1,476,202 to $33,567 in the six months ended June 30, 2023 and 2024, respectively.

the three months ended June 30, 2024 the Company had net loss of $403,641 compared to $62,935 in the three months ended June 30, 2023.

In the six months ended June 30, 2024 the Company had net loss of $1,740,160 compared to net income of $108,914 in the six months ended

June 30, 2023.

and Capital Resources

cash has decreased from $22,505,969 as of December 31, 2023 to $999,506 as of March 31, 2024.

Our liabilities increased from $4,372,803

at December 31, 2023 to $5,526,158 at March 31, 2024.

Our total assets have decreased to $2,558,159 as of March 31, 2024 from $23,710,684

as of December 31, 2023.

Our cash has decreased from $1,159,201 as of December 31, 2023 to $821,353

as of June 30, 2024.

Our liabilities increased from $6,207,178 at December 31, 2023 to $6,567,743 at June 30, 2024.

Our total assets have

decreased to $3,068,280 as of June 30, 2024 from $23,710,684 as of December 31, 2023.

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

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

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

Our expansion consists of plans to take over leases of existing Hapi Cafes we currently do not own, as we look to add more 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

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.

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, 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 the Company.

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 owner of the

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

of Cash Flows for the Three Months Ended March 31, 2024 and 2023

Three Months Ended March 31,

Net cash (used in) / provided by operating activities

Net cash used in investing activities

Net cash provided by / (used in) financing activities

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

of Cash Flows for the Six Months Ended June 30, 2024 and 2023

Six Months Ended June 30,

Net cash used in operating activities

$ (1,129,040 )

$ (1,379,468 )

Net cash provided by investing activities

Net cash used in financing activities

$ (19,741,962 )

$ (68,001,990 )

Flows from Operating Activities

cash used in operating activities was $638,210 in the three months ended of March 31, 2024, as compared to net cash provided by operating

cash used in operating activities was $1,129,040 in the six months ended of June 30, 2024, as compared to net cash used in operating

activities of $1,379,468 in the same period of 2023.

Professional fee for the combination of the Company and issued note receivable to

related parties contributed to the increase of cash used in operating activities in the three months ended March 31, 2024.

The decrease of interest income from the trust account led to the decrease of

cash used in operating activities in the six months ended June 30, 2024.

Flows from Investing Activities

cash used in investing activities was $252,072 in the first three months of March 31, 2024, as compared to net cash used in investing

activities of $8,227 in the same period of 2023.

In the three months ended March 31, 2024 we paid $2,072 for purchases of property and

equipment and $250,000 for convertible note receivable – related party.

In the three months ended March 31, 2023 we paid $8,227

for purchases of property and equipment.

Net cash provided by investing activities was $20,554,734 in the first

six months of June 30, 2024, as compared to net cash provided by investing activities of $69,023,066 in the same period of 2023.

six months ended June 30, 2024 we paid $28,024 for purchases of property and equipment and $750,000 for convertible note receivable –

related party, $21,102,871 cash withdrawn from trust account for redemptions and $243,897 cash withdrawn from trust account available

to the Company.

In the six months ended June 30, 2023 we paid $8,069 for purchases of property and equipment, $68,351,348 cash withdrawn

from trust account for redemptions and $679,787 cash withdrawn from trust account available to the Company.

Flows from Financing Activities

cash provided by financing activities was $749,948 in the three months ended March 31, 2024, compared to net cash provided by operating

activities of $182,730 in the same period of 2023.

In the three months ended March 31, 2024 we received $1,101,255 from a related party.

In the three months ended March 31, 2023 we received $182,730 from a related party.

Net cash used in financing activities was $19,741,962 in the six months

ended June 30, 2024, compared to net cash used in financing activities of $68,001,990 in the same period of 2023.

In the six months ended

June 30, 2024 we received $1,757,103 from a related party and paid $21,102,871 for repayment of class A common stock.

In the six months

ended June 30, 2023 we received $166,736 from a related party, and paid $68,351,348 for repayment of class A common stock.

February 3, 2022, the Company paid a cash underwriting discount of $0.20 per Unit, or $1,725,000.

addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate, however on December 18,

2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with the Underwriting Agreement,

under which in lieu of the Company tendering the full amount, the underwriters will accept 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.

Additionally, the Company has granted EF Hutton

an irrevocable right of first refusal (the “ROFR”) to act as the sole investment banker, sole book-runner, and/or sole placement

agent, at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity

linked financing for a period commencing on the date of the satisfaction and ending twenty-four (24) months after the closing of the

business combination.

previously disclosed, on August 1, 2023, Alset held the Special Meeting, at which the Alset stockholders considered and adopted, among

other matters, a proposal to approve the Business Combination.

On the Closing Date, the parties consummated the Business Combination

pursuant to the terms of that certain Agreement and Plan of Merger, dated September 9, 2022 (the “Merger Agreement”), by

and among Alset, Merger Sub, a Nevada corporation, and HWH International Inc., a Nevada corporation.

In addition, the

underwriters were entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate, however, on December 18, 2023, the Company

entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with the Underwriting Agreement, under which in lieu

of the Company tendering the full amount, the underwriters accepted a combination of $325,000 in cash paid 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.

Additionally, the Company has granted EF Hutton an irrevocable

right of first refusal (the “ROFR”) to act as the sole investment banker, sole book-runner, and/or sole placement agent,

at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked

financing for a period commencing on the date of the satisfaction and ending twenty-four (24) months after the closing of the Business

previously disclosed, on August 1, 2023, the Company held the Special Meeting, at which the Company’s stockholders considered and

adopted, among other matters, a proposal to approve the Business Combination.

On the Closing Date, the parties consummated the Business

Combination pursuant to the terms of that certain Agreement and Plan of Merger, dated September 9, 2022 (the “Merger Agreement”),

by and among Alset, Merger Sub, a Nevada corporation, and HWH International Inc., a Nevada corporation.

to the terms of the Merger Agreement, (and upon all other conditions pursuant to the Merger Agreement being satisfied or waived), on

the Closing Date, (i) the Merger Agreement provides for the combination of HWH and Merger Sub under Alset, with HWH surviving as the

Surviving Corporation (collectively, the “Merger”).

At the consummation of the Merger, HWH will survive as a direct, wholly-owned

subsidiary of Alset;

and (ii) Alset will change its name to “HWH International Inc.”

the Closing Date, (i) the Merger Agreement provides for the combination of HWH and Merger Sub under the Company, with HWH surviving as

the Surviving Corporation (collectively, the “Merger”).

At the consummation of the Merger, HWH will survive as a direct,

wholly-owned subsidiary of the Company;

and (ii) the Company will change its name to “HWH International Inc.”

transaction has closed, as all closing conditions as referenced in the Merger Agreement have either been met or waived by the parties.

Certain closing conditions that have been waived by the parties, pursuant to the Merger Agreement include Section 8.1(i), which states

“the aggregate cash available to Alset at the Closing from the Trust Account (after giving effect to the redemption of any shares

of Alset Class A Common Stock in connection with the Alset Proposals, but before giving effect to (i) the payment of the Outstanding

Alset Transaction Expenses, and (ii) the payment of the Outstanding Company Transaction Expenses), shall equal or exceed Thirty Million

dollars ($30,000,000);

and 8.1(j), which states “upon the closing, Alset shall not have redeemed shares of Alset Class A Common

Stock in the Offer in an amount that would cause Alset to have less than $5,000,001 of net tangible assets (as determined in accordance

with Rule 3a51-1(g)(1) under the Exchange Act).”

“the aggregate cash available to the Company at the Closing from the Trust Account (after giving effect to the redemption of any

shares of the Company’s Class A Common Stock in connection with the Company’s Proposals, but before giving effect to (i)

the payment of the Outstanding Alset Transaction Expenses, and (ii) the payment of the Outstanding Company Transaction Expenses), shall

equal or exceed Thirty Million dollars ($30,000,000);

and 8.1(j), which states “upon the closing, the Company shall not have redeemed

shares of the Company’s Class A Common Stock in the Offer in an amount that would cause the Company to have less than $5,000,001

of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act).”

Rights Agreement

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Pursuant to the Registration Rights Agreement, the Company is obligated

to register certain securities, including (i) all of the shares of Company common stock and warrants held by the Sponsor, and Company

common stock issuable upon exercise of such warrants, and (ii) the shares of Company common stock and Company common stock underlying

warrants that were issued in the Private Placement on January 31, 2022.

The Company is obligated to (a) file a resale registration statement

to register such securities within 15 business days after the closing of the Business Combination, and (b) use reasonable best efforts

to cause such registration statement to be declared effective by the SEC within 60 business days after the closing of the Business Combination.

to register certain securities, including (i) all of the shares of the Company’s common stock and warrants held by the Sponsor,

and the Company’s common stock issuable upon exercise of such warrants, and (ii) the shares of the Company’s common stock

and the Company’s common stock underlying warrants that were issued in the Private Placement on January 31, 2022.

The Company is

obligated to (a) file a resale registration statement to register such securities within 15 business days after the closing of the Business

Combination, and (b) use reasonable best efforts to cause such registration statement to be declared effective by the SEC within 60 business

days after the closing of the Business Combination.

connection with the execution of the Merger Agreement, at the closing, each of the HWH Holders holding more than 5% of the HWH Common

Stock and certain members of HWH’s management team will enter into a Lock-Up Agreement with Alset in substantially the form attached

to the letter Agreement dated January 31, 2022 (the “Letter Agreement”) (each, a “Lock-Up Agreement”).

the Lock-Up Agreement, each such holder will agree not to, during the period commencing from the Closing and with respect to the shares

of Alset Common Stock to be received as part of the Merger Consideration by the HWH Holder (together with any securities paid as dividends

or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”),

(A) ending on the earlier of six months after the date of the Closing, the date on which the closing sale price of shares of Alset Common

Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)

for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing or (y) the date after the Closing

on which Alset consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results

in all of Alset’s stockholders having the right to exchange their equity holdings in Alset for cash, securities or other property.

Stock and certain members of HWH’s management team will enter into a Lock-Up Agreement with the Company in substantially the form

attached to the letter Agreement dated January 31, 2022 (the “Letter Agreement”) (each, a “Lock-Up Agreement”).

Under the Lock-Up Agreement, each such holder will agree not to, during the period commencing from the Closing and with respect to the

shares of the Company’s Common Stock to be received as part of the Merger Consideration by the HWH Holder (together with any securities

paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted

Securities”), (A) ending on the earlier of six months after the date of the Closing, the date on which the closing sale price of

shares of the Company’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing

or (y) the date after the Closing on which the Company consummates a liquidation, merger, share exchange or other similar transaction

with an unaffiliated third party that results in all of the Company’s stockholders having the right to exchange their equity holdings

in the Company for cash, securities or other property.

of Subscription Agreement

July 30, 2023, by and among Alset Capital Acquisition Corp., a Delaware corporation and HWH International Inc., a Nevada corporation,

on the one hand, and Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora

Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC, (“MSC”) (with MCP, MSOF,

MSTO and MSC collectively as “Seller”), on the other hand (the “Confirmation”) and the Subscription Agreement

entered into as of July 30, 2023, by and among ACAX and Seller (the “Subscription Agreement”).

The Subscription Agreement

has been terminated.

believe that inflation has not had a material impact on our results of operations for the three months ended March 31, 2024 or the year

July 30, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Meteora Special

Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities

Master, LP (“MSTO”) and Meteora Strategic Capital, LLC, (“MSC”, and together with MSOF, MCP and MSTO, are

referred to herein collectively as “Meteora”).

The Subscription Agreement was subsequently terminated.

The Company and

Meteora entered into a Settlement Agreement as of April 11, 2024 (the “Settlement Agreement”).

Pursuant to the

Settlement Agreement, the Company paid Meteora $200,000, and agreed that Meteora could retain $100,000 already paid to

believe that inflation has not had a material impact on our results of operations for the six months ended June 30, 2024 or the year

ended December 31, 2023.

2 unchanged sentences

effect of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to South

Korea and which were approximately $2.7 million and $2.1 million on March 31, 2024 and December 31, 2023, respectively, are the reason

for the fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations and Other Comprehensive

Korea and which were approximately $2.7 million and $2.1 million on June 30, 2024 and December 31, 2023, respectively, the fluctuation of foreign currency transaction gain or loss

was included in the Consolidated Statements of Operations and Other Comprehensive

Because the intercompany loan balances between Singapore and South Korea will remain at approximately $2.7 million over the next

54 unchanged sentences

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 2. Management’s Discussion and Analysis