What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-06 compared with 2024-08-12 · 780 added, 574 removed, 706 unchanged (66% of the section changed)

2 unchanged sentences

and Subsidiaries

Balance Sheets (Unaudited)

June 30, 2024

receivable, net

receivables, net

loans receivable - related party, at fair value

security – related party

Consolidated Balance Sheets (Unaudited)

September 30, 2024

December 31, 2023

(as restated)

Current Assets

and equipment, net

and marketable securities held in Trust Account

Investment at cost

lease right-of-use assets, net

Account receivable, net

Other receivables, net

Convertible loans receivable - related party, at fair value

Investment security – related party

Prepaid expenses

Total Current Assets

Non-Current Assets

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

to related parties, net

lease liabilities - current

underwriting fee payable

payable - current

Property and equipment, net

Cash and marketable securities held in Trust Account

Investment at cost

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

lease liabilities - non-current

payable - non-current

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

Non-Current Liabilities

and Contingencies

A common stock subject to possible redemption;

Operating lease liabilities - non-current

Notes payable - non-current

Total Non-Current Liabilities

Commitments and Contingencies (Note 15)

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’

stock, $ 0.001 par value;

Stockholders’ Equity

Preferred stock, $ 0.001 par value;

10,000,000 shares authorized;

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

stock, $ 0.0001 par value;

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

Common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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;

22,257,838 and 10,000 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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

31, 2023, respectively

B common stock, $ 0.0001 par value;

0 and 473,750 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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

31, 2023, respectively

0 and 2,156,250 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Common stock value

paid in capital

other comprehensive loss

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 5,038,656 )

( 2,765,403 )

HWH International Inc.

Total HWH International Inc.

Stockholders’ deficit

1 unchanged sentence

$ ( 2,962,170 )

Non-controlling

Stockholders’ Deficit

( 3,499,463 )

Non-controlling interests

Total Stockholders’ Deficit

( 2,953,504 )

LIABILITIES AND STOCKHOLDERS’ DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

1 unchanged sentence

and Subsidiaries

Statements of Operations and Other Comprehensive Income

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

Consolidated Statements of Operations and Other Comprehensive Loss

the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

September 30, 2024

September 30, 2023 (as restated)

September 30, 2024

September 30, 2023

(as restated)

- Non-membership

Non-membership

Total Revenue

Cost of revenue

- Non-membership

Total Cost of revenue

$ ( 185,654 )

1 unchanged sentence

$ ( 237,824 )

and administrative expenses

Operating expenses:

General and administrative expenses

$ ( 487,394 )

2 unchanged sentences

$ ( 1,888,900 )

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

loss on goodwill

Operating expenses

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

Impairment loss on goodwill

Total Operating expenses

$ ( 487,394 )

2 unchanged sentences

$ ( 1,888,900 )

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

Other income (expense)

Interest expense

Foreign exchange transaction gain (loss)

Loss on equity method investment - related party

Unrealized loss on convertible note receivable – related party

Total Other (expense) income

$ ( 209,618 )

for income taxes

(loss) income

$ ( 127,865 )

(Loss) / income before provision for income taxes

( 2,277,303 )

Net (loss) income attributable to Non-Controlling Interests

(loss) income attributable to common stockholders

Provision for income taxes

$ ( 537,143 )

$ ( 156,131 )

Other comprehensive income, net of tax:

Foreign currency translation adjustment to common shareholders

$ ( 2,277,303 )

Foreign currency translation adjustment to Non-controlling interests

Total Other comprehensive income, net of tax:

Net income (loss) attributable to Non-Controlling Interests

Net loss attributable to common stockholders

$ ( 548,492 )

$ ( 157,690 )

$ ( 2,273,253 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment to common stockholders

Foreign currency translation adjustment to non-controlling interests

Total Other comprehensive (loss) income, net of tax:

Comprehensive (loss) income attributable to common stockholders

Net (loss) / income

$ ( 548,492 )

$ ( 157,690 )

$ ( 2,273,253 )

Foreign currency translation adjustment

Total Comprehensive (loss) / income attributable to common stockholders

Total Comprehensive loss attributable to common stockholders

$ ( 576,610 )

$ ( 225,751 )

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

Net (loss) / income

$ ( 2,365,799 )

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

Net income / (loss)

Foreign currency translation adjustment

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

A common stock

B common stock

A common stock

B common stock

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

Three Months Ended

September 30, 2024

Three Months Ended

September 30, 2023

Class A common stock

Class B common stock

Class A common stock

Class B common stock

Loss per common share

average number of common shares outstanding

June 30, 2024

June 31, 2023

Weighted average number of common shares outstanding

September 30, 2024

September 30, 2023

A common stock

2 unchanged sentences

B common stock

earnings per common share

average number of common shares outstanding

Loss per common share

Weighted average number of common shares outstanding

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

1 unchanged sentence

and Subsidiaries

Statements of Changes in Stockholders’ Equity (Deficit)

the Six Months Ended June 30, 2024 and 2023

Value $0.0001

Consolidated Statements of Changes in Stockholders’ Deficit

the Three and Nine Months Ended September 30, 2024 and 2023

Comprehensive

International Inc.

International

Stockholders’

at December 31, 2022

Balances at December 31, 2022

$ ( 200,039 )

2 unchanged sentences

$ ( 1,805,434 )

currency translation adjustment

at March 31, 2023

Remeasurement

of Class A common stock to redemption value

Foreign currency translation adjustment

Balances at March 31, 2023

$ ( 141,196 )

2 unchanged sentences

$ ( 1,574,742 )

Remeasurement of Class A common stock to redemption value

$ ( 425,044 )

(loss) income

currency translation adjustment

at June 30, 2023

$ ( 425,044 )

Extension Loan

$ ( 136,147 )

1 unchanged sentence

$ ( 136,147 )

at December 31, 2023

Net (loss) income

Foreign currency translation adjustment

Balances at June 30, 2023

$ ( 125,684 )

2 unchanged sentences

$ ( 2,183,356 )

of Common Stock to EF Hutton for Deferred Underwriting Compensation

of Common Stock during Merger

to Temporary Equity

Remeasurement of Class A common stock to redemption value

$ ( 169,752 )

1 unchanged sentence

$ ( 169,752 )

Common Stock Class A and B to Common Stock

Extension Loan

Net (loss) income

$ ( 157,690 )

for SHRG note receivable and warrants

in Non-Controlling Interest Ketomei

(loss) income

$ ( 157,690 )

$ ( 156,131 )

Foreign currency translation adjustment

Balances at September 30, 2023

$ ( 193,745 )

currency translation adjustment

at March 31, 2024

$ ( 2,461,581 )

1 unchanged sentence

$ ( 2,646,458 )

Balances at December 31, 2023

$ ( 197,040 )

2 unchanged sentences

$ ( 2,953,504 )

Issuance of Common Stock to EF Hutton for Deferred Underwriting Compensation

Issuance of Common Stock during Merger

Adjustment to Temporary Equity

$ ( 645,860 )

for SHRG note receivable and warrants

in Non-Controlling Interest Ketomei

$ ( 645,860 )

Convert Common Stock Class A and B to Common Stock

( 2,156,250 )

(loss) income

Revaluation for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

Net (loss) income

$ ( 1,336,838 )

1 unchanged sentence

$ ( 1,336,519 )

currency translation adjustment

Foreign currency translation adjustment

Balances at March 31, 2024

$ ( 110,222 )

1 unchanged sentence

$ ( 3,132,497 )

at June 30, 2024

$ ( 2,967,998 )

Revaluation for SHRG note receivable

Change in Non-Controlling Interest Ketomei

$ ( 387,923 )

1 unchanged sentence

$ ( 403,641 )

Foreign currency translation adjustment

$ ( 151,246 )

1 unchanged sentence

$ ( 151,246 )

Balances at June 30, 2024

$ ( 261,468 )

$ ( 4,490,164 )

$ ( 3,611,759 )

$ ( 3,499,462 )

$ ( 261,468 )

$ ( 4,490,164 )

$ ( 3,611,759 )

$ ( 3,499,462 )

AI and AIL Debt conversion to shares

Revaluation for SHRG note receivable

Net (loss) income

$ ( 548,492 )

$ ( 537,143 )

Foreign currency translation adjustment

Balances at September 30, 2024

$ ( 289,586 )

$ ( 5,038,656 )

$ ( 374,893 )

$ ( 251,113 )

$ ( 289,586 )

$ ( 5,038,656 )

$ ( 374,893 )

$ ( 251,113 )

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

1 unchanged sentence

and Subsidiaries

Statements of Cash Flows

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

flows from operating activities:

(loss) income

Consolidated Statements of Cash Flows

the Nine Months Ended September 30, 2024 and 2023 (Unaudited)

September 30, 2024

September 30, 2023

(as restated)

Cash flows from operating activities:

$ ( 2,277,303 )

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

Adjustments to reconcile net loss to net cash used in operating activities:

Interest income

( 1,744,115 )

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:

Foreign exchange transaction gain

Loss on equity method investment, related party

Depreciation expense

Non-cash lease expense

Inventory write off expenses

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

Impairment loss on goodwill

Unrealized loss on convertible note receivable – related party

Loss on disposal of equipment

Impairment loss on equipment

Changes in operating assets and liabilities:

Account receivables

payable and accrued expenses

lease liabilities

cash used in operating activities

Other receivables

Prepaid expenses

Accounts payable and accrued expenses

Accrued commissions

Deferred revenue

Operating lease liabilities

Net cash used in operating activities

$ ( 1,404,073 )

$ ( 2,228,539 )

flows from investing activities:

of property and equipment

loans receivable - related party

Cash flows from investing activities:

Purchases of property and equipment

Convertible 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

from notes payable - related parties

of class A common stock

Cash withdrawn from trust account for redemptions

Cash withdrawn from trust account available to the Company

Cash deposited into trust account

Net cash provided by investing activities

Cash flows from financing activities:

Repayment of loans and borrowing

Repayment of deferred underwriting compensation

Proceeds from repayment of due from sponsor

Proceeds from extension loan

Advances from related parties

Borrowing from notes payable - related parties

Repayment to notes payable - related parties

Repayment of class A common stock

( 21,102,871 )

( 68,351,348 )

cash used in financing activities

Net cash used in financing activities

$ ( 19,405,313 )

$ ( 67,870,992 )

decrease in cash

Net decrease in cash

$ ( 357,698 )

$ ( 1,047,336 )

of foreign exchange rate on cash

at beginning of period

at end of period

disclosure of non-cash investing and financing activities

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

Effects of foreign exchange rate on cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of non-cash investing and financing activities

Issuance of HWH common stock to EF Hutton for deferred underwriting compensation

Debt to equity conversion

Cash paid for interest expenses

Valuation gain from notes receivable and warrants - SHRG

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

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

2 unchanged sentences

to the Condensed Consolidated Financial Statements

the Six Months Ended June 30, 2024 and 2023

the Nine Months Ended September 30, 2024 and 2023

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

62 unchanged sentences

Company mainly focuses on the F&B business.

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.

During the nine months ended September 30, 2024 and 2023, substantially all of the Company’s

business was generated by its wholly owned subsidiaries, 0 % and 2 % 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,

and 98 % from F&B business, respectively.

F&B business was generated by the following subsidiaries at September 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

37 % and 48 % from Alset F&B One Pte.

Ltd (“F&B1”), 5 % and 6 % from Hapi Café Korea Inc.(“HCKI”),

20 % and 22 % from Hapi Café SG Pte.

(“HCSGPL”), 9 % and 22 % from Alset F&B (PLQ) Pte.

and 29 % 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

1 unchanged sentence

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.

use of a Hapi Gig platform that combines e-commerce, social media, and a customized rewards system, HWH Korea equips, trains, and empowers

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 $ 5,882 of fixed assets, which is included in general

and administrative expenses, and recorded a gain on termination of lease of $ 248 , which is included in other income on the Company’s

Statement of Operations for the nine months ended September 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 $ 821,353 and $ 1,159,201 as of June 30, 2024 and December 31, 2023, respectively.

The Company had no cash equivalents

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

The Company had cash of $ 832,368 and $ 1,159,201 as of September 30, 2024 and December 31, 2023, respectively.

The Company had no cash

equivalents as of September 30, 2024 and December 31, 2023.

held in 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.

September 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 the 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.

The Trust Account was closed in May 2024.

Value of Financial Instruments

14 unchanged sentences

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

Securities at Cost

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 similar investments of the same issuer.

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 condensed consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds

the fair value of the investment.

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

1 unchanged sentence

in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary

Net realizable value is an estimated selling price in the ordinary

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

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

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

of finished goods procured from suppliers.

32 unchanged sentences

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

OF PROPERTY PLANT AND EQUIPMENT

of lease life or asset life

OF ESTIMATED USEFUL LIVES OF PROPERTY PLANT AND EQUIPMENT

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

Shorter of lease life or

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

4 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 and the cafes used.

at September 30, 2024, the Company has determined the value-in-use to be zero based on the discounted cash flow of the cash generating

unit (“CGU”), which involves the cash flow projections covering a 3-year period and the fair value less cost of disposal

to be zero considering the re-sale value of these assets to be insignificant.

Based on the assessment, the recoverable amount of the

CGU was determined to be zero, which was below the carrying amount of these non-financial assets.

Accordingly, impairment losses on plant

and equipment of $ 97,594 are recognized in general and administrative expenses in the condensed consolidated statement of operations

and other comprehensive loss for the financial year ended September 30, 2024.

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

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

28 unchanged sentences

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 product.

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

We do not have buyback program.

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

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

The returns are deducted from

our sales revenue on our financial statements.

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

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

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 September 30,

2024 and 2023 were both $ 0 .

Product and membership returns for the nine months ended September 30, 2024 and 2023 were $ 0 and $ 1,184 ,

respectively.

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

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

OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS

the three months ended:

For the three months ended:

September 30, 2024

September 30, 2023

Revenue return

the six months ended:

For the nine months ended:

September 30, 2024

September 30, 2023

Revenue returns

and Beverage :

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

The revenue received from Food and Beverage business for the three months ended September 30, 2024 and 2023 was $ 345,523

and $ 226,907 , respectively.

The revenue received from Food and Beverage business for the nine months ended September 30, 2024 and 2023

was $ 966,515 and $ 610,084 , respectively.

assets and liabilities

is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of June 30, 2024 and December

is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of September 30, 2024 and

December 31, 2023.

OF CONTRACT ASSETS AND LIABILITIES

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

September 30, 2024

December 31, 2023

Prepaid Sales Commission

Balances at the beginning of the period

Movement for the period

Balances at the end of the period

September 30, 2024

December 31, 2023

Deferred Revenue

Balances at the beginning of the period

Movement for the period

Balances at the end of the period

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

and payment of professional fees.

As of 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.

As of September 30, 2024 and December 31, 2023, included in other receivables was VAT paid of $ 41,885

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

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 and six months ended June 30, 2024 and 2023.

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

the three months ended:

OF COST OF REVENUE

of Cost of revenue

the six months ended:

of Cost of revenue

September 30, 2024

Finished goods

Related shipping

Contractor fee

Franchise commission

Sales commission

Total of Cost of revenue

September 30, 2023

Finished goods

Related shipping

Contractor fee

Franchise commission

Sales commission

Inventory written off

Total of Cost of revenue

the nine months ended:

September 30, 2024

Finished goods

Related shipping

Contractor fee

Franchise commission

Total of Cost of revenue

September 30, 2023

Finished goods

Related shipping

Contractor fee

Franchise commission

Sales commission

Inventory written off

Total of Cost of revenue

and Handling Fees

9 unchanged sentences

Advertising expenses for the three months

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.

ended September 30, 2024 and 2023 were $ 8,124 and $ 2,679 , respectively.

Advertising expenses for the nine months ended September 30,

2024 and 2023 were $ 14,690 and $ 3,888 , respectively.

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

27 unchanged sentences

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

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

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

dilutive warrants outstanding.

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

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

dilutive underlying rights.

4 unchanged sentences

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.

September 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 123,780 and $ 8,666 , respectively.

Reclassifications

amounts in the prior period financial statements have been reclassified to conform with the current period’s presentation.

and Capital Resources

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.

the nine months ended September 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.

Notwithstanding

13 unchanged sentences

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 .

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 .

As of September 30, 2024, there

are no outstanding amounts related to the Credit Facility and the credit remains $ 700,000 available to draw as on September 30, 2024.

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

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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.

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

accounting pronouncement

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Alset Capital Acquisition Corp.;

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

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

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

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

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

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

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

exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

9, 2024, the Company, HWH International Inc.

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

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

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

transaction was accounted for as a Reverse Recapitalization in accordance with US GAAP.

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.

determination is primarily based on the fact that subsequent to the Reverse Recapitalization, HWH Nevada stockholders comprise a majority

of voting power on the Company, most of senior management of HWH Nevada 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 Nevada’s

operations comprise the ongoing operations of the combined company.

Accordingly, for accounting purposes, the Company is considered to

be a continuation of HWH Nevada, with the net identifiable assets of SPAC deemed to have been acquired by HWH Nevada in exchange for

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

connection with the Business Combination:

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

trust account holding the proceeds from the IPO.

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

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

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

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

The holders of 8,591,072

Public Shares properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding

the proceeds from the IPO.

Immediately prior to the

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

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

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

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

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

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

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

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

12,500,000 shares of the

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

149,443 shares of the Company’s

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

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

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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.

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

Inc., the ultimate owner of both SPAC and HWH Nevada.

HWH Nevada 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.

OF RESTATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEETS

Consolidated Statement of Operations and Other Comprehensive Loss for the Nine Months Ended on September 30, 2023

As SPAC previously booked

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Other income (expenses)

Unrealized gain on related party transactions

Loss on equity method investment, related party

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$ ( 853,027 )

Net profit attributable to Non-Controlling Interests

Net income attributable to Non-Controlling Interests

Net income (loss) attributable to the common shareholders

$ ( 856,786 )

Other comprehensive (loss) income:

Other comprehensive income:

Foreign exchange translation adjustment

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$ ( 850,492 )

Balance Sheet as of December 31, 2023

Consolidated Balance Sheet as of December 31, 2023

As SPAC previously booked

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none issued and outstanding as of December 31, 2023

Common stock, $ 0.0001

Common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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

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

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

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

Common stock value

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( 2,765,403 )

Total Stockholders’ Equity

Total Stockholders’ Deficit

$ ( 1,984,055 )

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4 — ACCOUNTS RECEIVABLE, NET

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

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

The allowance for credit losses is the Company’s

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

The measurement and recognition

of credit losses involves the use of judgment.

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

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

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

of sources of payment.

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

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

Accounts receivable considered uncollectible are charged

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

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

The Company does not have any off-balance sheet

credit exposure related to its customers.

receivable, net at September 30, 2024, December 31, 2023, September 30, 2023 and December 31, 2022 of $ 35,067 , $ 28,611 , $ 24,189 and $ 9,070 ,

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

Accounts receivable

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

The allowance for credit losses is the

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

The measurement

and recognition of credit losses involves the use of judgment.

Management’s assessment of expected credit losses includes consideration

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

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

the existence of sources of payment.

The Company also establishes an allowance for credit losses for specific receivables when it is

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

Accounts receivable considered uncollectible

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

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

The Company does not have any

off-balance sheet credit exposure related to its customers.

5 — PREPAID COMMISSIONS

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6 — INVENTORY

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 and six months ended June 30, 2024 and 2023.

of September 30, 2024 and December 31, 2023, the balance of finished goods was $ 1,894 and $ 1,977 , respectively.

There is no provision

for slow-moving or obsolete inventory during the three and nine months ended September 30, 2024.

During the three and nine months ended

September 30, 2023, the Company wrote off $ 9,743 of expired, slow-moving and obsolete inventory.

This was recorded in the Company’s

consolidated statement of operations in cost of revenue (non-membership) during the three and nine months ended September 30, 2023.

7 — PROPERTY AND EQUIPMENT, NET

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OF PROPERTY AND EQUIPMENT, NET

Depreciation:

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.

September 30, 2024

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

Accumulated Depreciation:

Office equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

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

Accumulated Depreciation:

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

the three months ended September 30, 2024 and 2023, the Company recorded depreciation expenses of $ 15,320 and $ 14,910 , and impairment

of property and equipment of $ 69,343 and $ 0 , respectively.

For the nine months ended September 30, 2024 and 2023, the Company recorded

depreciation expenses of $ 45,529 and $ 43,385 and impairment of property and equipment of $ 69,343 and $ 0 , respectively.

The impairment

was determined by the Company based on the discounted cash flow of the cash generating unit (“CGU”),

which involves the cash flow projections covering a 3-year period and the fair value less cost of disposal.

Based on the assessment, the recoverable amount of the CGU was determined to be zero,

which was below the carrying amount of these non-financial assets.

As of September 30, 2024, the Company disposed the office equipment,

at cost of $ 7,429 , and the furniture and fittings, at cost of $ 2,784 , from F&BPLQ due to close down of café.

$ 5,882 loss on

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

8 — INVESTMENTS AT COST

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 issuer.

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 nine months ended September 30, 2024.

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

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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.

As of September 30, 2024, HapiTravel Holding Pte.

has not opened a bank account and the Company

has not paid the subscription fee.

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.

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

(“F&BH”) for Ideal Food & Beverage Pte.

(“IFBPL”) with the

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shares constituting 19 %

of the shares of IFBPL.

The subscription fee $ 14,010

of the issued shares of IFBPL.

The subscription fee of $ 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 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

9 — COMMISSIONS EXPENSE

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

For the three months ended September

30, 2024 and 2023, sales commission expenses of $ 0 and $ 1,147 respectively, were recorded and included in cost of revenue in the Company’s

consolidated statement of operations.

For the nine months ended September 30, 2024 and 2023, sales commission expenses of $ 0 and $ 13,837

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

10 – LOAN DUE TO THIRD PARTY

Loans for Operations

Company’s subsidiary, Ketomei Pte Ltd (“Ketomei”) has a loan from DBS Bank Limited, which was used to fund Ketomei’s

current operations.

Ketomei owes the bank $ 43,236 at September 30, 2024.

Ketomei also borrowed funds from an individual to whom Ketomei owes $4,684 at September 30, 2024.

Promissory Note to EF Hutton LLC

On December 18, 2023, the Company’s

subsidiary, HWH International Inc.

entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting

agreement previously entered into by HWH and EF Hutton LLC (“EF Hutton”), a division of Benchmark Investments, LLC, under

which in lieu of HWH tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination of $ 325,000 in cash paid upon

the closing of 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.

The 149,443 shares were issued as of the price

of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the HWH 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 promissory note carries interest rate equal to SOFR (secured overnight financing rate for U.S.

Government Securities

Business Day published by the Federal Reserve Bank of New York) plus a margin of one percent.

The principal amount of the promissory note

and any accrued interest shall mature (i) partially in the event HWH completes an offering within one year of the date of the promissory

note, the amount of outstanding debt maturing being proportionate to the amount of proceeds of the future offering, or (ii) in partial

installments through October of 2028, the outstanding balance being paid annually until the balance owed is paid in full.

11 — DUE TO ALSET INC .

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

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

The amount due to AEI represents

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

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

The amounts due to AEI at September 30, 2024 and December 31, 2023 are $ 210,927 and $ 202,645 respectively.

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

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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.

shall bear a simple interest rate of three percent ( 3 %)

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.

On September 24, 2024 the Company

drew $ 300,000

from the credit line and accrued $ 3,164

On September 30, 2024, $ 0 of this amount remained outstanding.

September 24, 2024, the Company entered into a Debt Conversion Agreement (the “AEI Conversion”) with Alset Inc., pursuant

to which a debt of $ 300,000 due to AEI was converted into shares of the Company’s common stock at a price per share of $ 0.63 for

a total of 476,190 shares

12 — DUE TO/FROM RELATED PARTIES

to Alset International Limited.

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

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

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

There is no written, executed

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

Since the amount due to AIL is

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

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

and $ 1,729,901 , respectively.

There is no written,

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

Since the amount due to

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

The amounts due to AIL at September 30, 2024 and December 31, 2023

are $ 281,140 and $ 1,729,901 , respectively.

September 24, 2024, the Company entered into a Debt Conversion Agreement (the “AIL Conversion”) with Alset International

Limited, pursuant to which a debt of $ 3,501,759 due to AIL was converted into shares of the Company’s common stock at a price per

share of $ 0.63 for a total of 5,558,347 shares.

to Alset Business Development Pte.

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

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

The amounts due to ABD at September 30, 2024 and December 31, 2023 are $ 190,097 and $ 184,507 , respectively.

to BMI Capital Partners International Limited.

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

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

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

31, 2023 are $ 2,992 and $ 1,442 , respectively.

and Administrative Services

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

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

Upon completion

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

During the 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.

on the date the Company’s common stock was first listed on the Nasdaq, the Company has agreed to pay to Alset Management Group

a total of $ 10,000

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

Upon completion of the

Business Combination, the Company ceased paying these monthly fees.

During the nine months ended September 30, 2024 and 2023, the

Company recorded a charge of $ 0

and $ 90,000 ,

to the statement of operations pursuant to the agreement.

Capital Loans

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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.

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

National Association, a national banking association, 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.

As of September

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

13 — RELATED PARTY TRANSACTIONS

On June 10, 2021,

Hapi Café Inc.

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

(“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

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

August 31, 2023, Hapi Café Inc.

and Ketomei Pte.

entered into a 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 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.

This loan was written off upon the acquisition of Ketomei in February 2024.

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 3.5 %.

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

This loan was written off upon the acquisition of Ketomei in February 2024.

February 20, 2024, the Company invested additional $ 312,064 for an additional 38.41 % 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

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 20, 2024.

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 warrants.

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.

CN 2 bears an 8 % interest

rate and has a scheduled maturity three years from the date of the CN 2.

Additionally, upon signing CN 2, SHRG owed the Company a commitment

fee of 8 % of the principal amount, $ 20,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company.

June 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 CN 3.

Additionally, upon signing CN 3, SHRG owed the Company a commitment

fee of 8 % of the principal amount, $ 20,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company.

August 13, 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 4”) in the amount of $ 100,000 , convertible into 50,000,000

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 100,000 .

CN 4 bears an 8 % interest

rate and has a scheduled maturity three years from the date of the CN 4.

Additionally, upon signing CN 4, SHRG owed the Company a commitment

fee of 8 % of the principal amount, $ 8,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company.

of September 30, 2024, a total of $ 48,000 in commitment fees and $ 23,526 of convertible note interest was recorded under other receivable.

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

2 unchanged sentences

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,

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

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:

Fair Value Measurement Using

September 30, 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 September 30, 2024 was calculated using a binomial option pricing model

valued with the following weighted average assumptions:

OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

free interest rate

September 30, 2024

Exercise price

Risk free interest rate

Annualized volatility

Dividend Yield

Year to maturity

Warrants measurement input

5 unchanged sentences

flow with the following assumptions:

interest rate

dividend yield

measurement input

March 18, 2024

August 13, 2024

As of September 30, 2024

March 18, 2024

August 13, 2024

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

Debt measurement input

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

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

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

from F&B business amounting to approximately $ 555 and $ 2,209 during the three months ended September 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.

Revenue from F&B business amounting to approximately $ 3,904 and $ 4,981 during the nine months ended

September 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.

in Accounts Receivable, net at September 30, 2024 and December 31, 2023 is $ 11,683 and $ 7,405 , respectively, of amounts due from related

in other income during the three months ended September 30, 2024 and 2023 is $ 1,646 and $ 1,681 , respectively of rental income from related

Included in other income during the nine months ended September 30, 2024 and 2023 is $ 4,902 and $ 5,071 , respectively of rental

income from related parties.

14 — STOCKHOLDERS’ EQUITY

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.

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

(b) 1,000,000 shares of preferred stock .

As of September 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

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

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

Business Combination.

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

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

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

1 unchanged sentence

of the Units and only whole warrants will trade.

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

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

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

9 unchanged sentences

the Company may redeem the outstanding Public Warrants:

whole and not in part;

a price of $ 0.01 per Public Warrant;

a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder;

and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits,

stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on

the trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

in whole and not in part;

at a price of $ 0.01 per

Public Warrant;

upon a minimum of 30 days’

prior written notice of redemption, or the 30-day redemption period to each warrant holder;

if, and only if, the last

reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends,

reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the trading day

prior to the date on which the Company sends the notice of redemption to warrant holders.

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

11 unchanged sentences

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.

following table summarizes the warrant activity for the nine months ended September 30, 2024 and 2023.

OF WARRANT ACTIVITY

Outstanding as of December 31, 2023

Vested and exercisable at December 31, 2023

cancelled, expired

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

Outstanding as of June 30, 2023

Vested and exercisable at June 30, 2023

Remaining Contractual

Exercise Price

Warrants Outstanding as of December 31, 2023

Warrants Vested and exercisable at December 31, 2023

Forfeited, cancelled, expired

Warrants Outstanding as of September 30, 2024

Warrants Vested and exercisable at September 30, 2024

Remaining Contractual

Exercise Price

Warrants Outstanding as of December 31, 2022

Warrants Vested and exercisable at December 31, 2022

Forfeited, cancelled, expired

Warrants Outstanding as of September 30, 2023

Warrants Vested and exercisable at September 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 ,

the underwriters accepted a combination of $ 325,000

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 at the price of $ 10.10 ,

totaling the amount of $ 1,509,375 .

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.

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 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 the Business Combination on January 9, 2024.

The 149,443 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, 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 $ 248 , which

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

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

related lease agreements do not contain any material residual value guarantees or material restrictive covenants.

4 unchanged sentences

Company has also utilized the following practical expedients:

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

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

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

Total lease expenses amounted to $ 134,996 and $ 125,994 , which were included in general and administrative expenses in the statements

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

Short-term leases –

for leases that are for a period of 12 months or less, the Company will not apply the recognition requirements of ASC 842.

For leases that contain

related non-lease components, such as maintenance, the Company will account for these payments as a single lease component.

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

balance sheets.

Total lease expenses amounted to $ 117,806

and $ 126,042 , which were

included in general and administrative expenses in the statements of operations for the three months ended September 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

Total lease expenses amounted to $ 377,945

and $ 382,080 , which were

included in general and administrative expenses in the statements of operations for the nine months ended September 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:

Total cash paid for operating leases amounted to $ 134,884

and $ 139,044 for

the three months ended September 30, 2024 and 2023, respectively.

Total cash paid for operating leases amounted to $ 391,884

and $ 425,951 for

the nine months ended September 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 $ 6,881

is included in general and administrative expenses for the three months ended September 30, 2024 and 2023, respectively.

short-term lease expense of $ 17,200

is included in general and administrative expenses for the nine months ended September 30, 2024 and 2023, respectively.

balance sheet information related to operating leases was as follows:

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES

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

of Lease Liabilities

months ended June 30, 2025

months ended June 30, 2026

months ended June 30, 2027

undiscounted lease payments

Imputed interest

value of lease liabilities

September 30, 2024

December 31, 2023

Right-of-use assets

Lease liabilities - current

Lease liabilities - non-current

Total lease liabilities

of September 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 ending September 30, 2025

12 months ending September 30, 2026

12 months ending September 30, 2027

Total undiscounted lease payments

Imputed interest

Present value of lease liabilities

Operating lease liabilities - Current

Operating lease liabilities - Non-current

16 — COMMITMENTS AND CONTINGENCIES

9 unchanged sentences

SCHEDULE OF DISAGGREGATION OF REVENUE

Ended June 30, 2024

Ended June 30, 2023

Ended June 30, 2024

Ended June 30, 2023

September 30, 2024

September 30, 2023

Membership Fee

Product Sales

Food and Beverage

September 30, 2024

September 30, 2023

Membership Fee

Product Sales

Food and Beverage

18 — CONCENTRATION RISK

3 unchanged sentences

At times, these balances may exceed the insurance limits.

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

As of September 30, 2024 and December 31,

2023, uninsured cash balances were $ 799,659 and $ 21,989,947 , respectively.

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

the three and nine months ended September 30, 2024, five suppliers accounted for approximately over 79 % and 82 % of the Company’s

total costs of revenue, respectively.

the three and nine months ended September 30, 2023, five suppliers accounted for approximately over 67 % and 60 % of the Company’s

total costs of revenue, respectively.

19 — INVESTMENT IN ASSOCIATE & CONVERTIBLE NOTES RECEIVABLE, RELATED

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 six months ended June 30, 2024.

The following table shows the activity of the investment and note during the nine months ended September 30, 2024.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

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.

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

December 31, 2023

September 30, 2024

Investment in associate, related party

Convertible note receivable, related party

September 30, 2023

Investment in associate, related party

Convertible note receivable, related party

the first nine 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 for an additional 38.41 % 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 HWH International Inc.

beginning on February 20, 2024.

the six months ended June 30, 2024, the Company held a convertible note receivable with SHRG.

the nine months ended September 30, 2024, the Company held convertible notes receivable with SHRG.

The following table shows the activity

of the investment and note during the six months ended June 30, 2024.

of the notes during the nine months ended September 30, 2024.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

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.

Net Unrealized Losses

September 30, 2024

Convertible note receivable - related party

the nine months ended September 30, 2024, the Company revalued the convertible note receivable with SHRG of $ 850,000 to $ 739,590 .

total $ 256,555 revaluated loss amount was booked in unrealized loss on convertible note receivable – related party and $ 146,145

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

20 — CHANGE IN FISCAL YEAR

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.

connection with the 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.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

SCHEDULE OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS

current assets

December 31, 2023

Current assets:

and marketable securities held in Trust Account

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

Loan – Related Party

Other current assets

Total current assets

Cash and marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

underwriting compensation

and contingencies

A common stock subject to possible redemption;

Accounts payable and accrued expenses

Extension Loan – Related Party

Total current liabilities

Deferred underwriting compensation

Total liabilities

Commitments and contingencies

Temporary equity:

Class A common stock subject to possible redemption;

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

Stockholders’

stock, $ 0.0001 par value;

Stockholders’ deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

A common stock, $ 0.0001 par value;

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

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

to possible redemption) as of December 31, 2023

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

Class B common stock, $ 0.0001 par value;

5,000,000 shares authorized;

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

Accumulated deficit

( 1,984,318 )

stockholders’ deficit

Total stockholders’ deficit

( 1,984,055 )

liabilities and stockholders’ deficit

Total liabilities and stockholders’ deficit

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

STATEMENTS OF OPERATIONS

Administration

fee - related party

and administrative

income earned on cash and marketable securities held in Trust Account

CONSOLIDATED STATEMENTS OF OPERATIONS

December 31, 2023

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

21 — SUBSEQUENT EVENT

2 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 1. Financial Statements