What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-06 compared with 2024-08-12 · 213 added, 153 removed, 232 unchanged (61% of the section changed)

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Note Regarding Forward-Looking Statements

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.

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.

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

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under this new model.

will get exclusive discounts on HWH Marketplace products, priority invites to product launch events and other parties, and can earn passive

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

will get exclusive discounts on Hapi Marketplace products, priority invites to product launch events and other parties, and can earn passive

income when a member’s referral signs up for membership or makes an initial purchase of Hapi Marketplace products through them.

operations include:

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

is substantially in the development stage, as we have been in discussions regarding the import and export of these products internationally.

The various aspects of the HWH Marketplace will be launched in phases across the various regions, each with their own timeline, depending

on the completion of the establishment of the logistical aspects for implementation (i.e., payment gateway systems, business licenses,

banking set up, import licenses, managerial resources, etc.) This will be an on-going process as we expand our product and service offering

There are, however, certain limited products currently for sale at our Hapi Cafés, including spaghetti, a gig-economy business

book and certain skincare products.

On November 4, 2024, the Company announced the launch of its business-to-consumer marketplace, Hapi

Hapi Marketplace features a selection of over forty-seven product categories including wellness, elderly care, auto

accessories and more.

Launching first in the United States, we intend for Hapi Marketplace to expand in the near

future to South Korea and Hong Kong, followed by further expansion across Asia.

The various aspects of the Hapi Marketplace will be

launched in phases in different regions, each with their own timeline, depending on the completion of logistical aspects for implementation (i.e., payment gateway systems, business licenses, banking set up, import licenses, managerial

resources, etc.) This will be an on-going process as we expand our product and service offering range.

are also certain limited products currently for sale at our Hapi Cafés, including spaghetti, a gig-economy business book and

certain skincare products.

Cafés, which are, and will be, in-person, location-based social experiences, offer members the opportunity to build a

sense of community with like-minded customers who share a potential interest in our products.

The cafes expose our members to and educate

them about the products and services of our affiliates, providing us with the chance to significantly increase our membership base as

The cafes are designed to operate sustainably as standalone businesses.

also seek to be an avenue to create awareness to and educate

potential and existing members about the products and services of HWH, providing us with the chance to significantly increase our membership base as

well as increase the amounts spent by our members on our affiliates’ products and services.

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resorts for members.

Wealth Builder is in the planning stage as we are exploring the options of providing services to our members through financial

educational materials aimed at various types of investing opportunities.

The team has been diligently producing digital content for Hapi

Wealth Builder and working to collaborate with the right partners to launch the program and make it available to members.

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 later in 2024.

Wealth Builder seeks to provide participants the opportunity to attend courses, workshops, and coaching sessions in person, fostering

a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies.

has been diligently producing digital content for Hapi Wealth Builder and working to collaborate with the right partners to launch the

program and make it available to members.

Hapi Wealth will leverage the wealth of knowledge and experience of its

leaders to make wealth building accessible and effective for its members.

Our unique community-centric approach will offer members tools

for making informed financial decisions while creating pathways for sustained growth.

31, 2024, we announced that the Company has scheduled the launch of Hapi Wealth, a program dedicated to providing comprehensive education

in equity investment and wealth-building strategies.

A soft launch is currently scheduled for November 2024 in China and elsewhere in

Asia, with the official launch set for January 2025.

We are targeting a rollout in North America in 2025 as well.

support its mission, Hapi Wealth is opening its China headquarters, designed as a conducive environment for individuals to participate

in tutorials and workshops.

The hub will offer participants the opportunity to attend courses, workshops, and coaching sessions in person,

fostering a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies.

Revenue Model

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.

total revenue for the three months ended September 30, 2024 and 2023 was $345,523 and $226,907, respectively.

Our total revenue for the

nine months ended September 30, 2024 and 2023 was $966,515 and $622,667, respectively.

Our net loss for the three months ended September

30, 2024 and 2023 was $537,143 and $156,131, respectively.

Our net loss for the nine months ended September 30, 2024 and 2023 was $2,277,303

and $47,217, respectively.

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.

Sales of food and beverage

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

Sales of food

and beverage accounted for approximately 100% and 98% of revenue in the nine months ended September 30, 2024, and 2023, respectively.

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

Sales of memberships

accounted for approximately 0% of revenue in the nine months ended September 30, 2024, and 2% of revenue in the nine months ended September

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

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

From a geographical perspective, we recognized 5% and 95% of our total revenue in the nine months ended on September 30, 2024, in South

Korea and Singapore, respectively, and 8% and 92% in the nine months ended September 30, 2023, in South Korea and Singapore, respectively.

that May or Are Currently Affecting Our Business

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to 12 months following the original sale.

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

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

approximately $0 and $0, respectively.

Product and membership returns for the nine months ended September 30, 2024, and 2023 were approximately

$0 and $1,184, 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.

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and Beverage:

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

The revenue received from food and beverage business in the three months ended September 30, 2024, and 2023 was $345,523

and $226,907, 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.

The revenue received from food and beverage business in the nine months ended September 30, 2024, and 2023

was $966,515 and $609,900, 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 and Six Months Ended June 30, 2024 and 2023

Months Ended June 30,

income (expense)

for income taxes

(loss) income

$ (1,740,160 )

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.

of Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenue

Operating expenses

Other expenses / (income)

Provision for income taxes

was $345,523 and $226,907 for the three months ended September 30, 2024 and 2023, respectively.

Revenue was $966,515 and $622,667

for the nine months ended September 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 and South Korea.

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

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

Number of memberships sold

Cash received from membership

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

Membership Fee

Product Sales

Food and Beverage

of revenues increased from $86,435 in the three months ended September 30, 2023 to $185,654 in the three months ended September 30,

Cost of revenues increased from $237,824 in the nine months ended September 30, 2023 to $478,436 in the nine months ended

September 30, 2024.

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

commissions decreased from $1,147 to $0 in the three months ended September 30, 2023 and 2024, respectively, due to decrease in sale

of memberships.

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.

Sales commissions decreased from $13,837 to $0 in the nine months ended September 30, 2023 and 2024, respectively,

due to decrease in sale of memberships.

gross margin increased from $140,472 to $159,869 in the three months ended September 30, 2023 and 2024, respectively.

The gross margin

increased from $384,843 to $488,079 in the nine months ended September 30, 2023 and 2024, respectively.

The increase of gross margin

was caused by the increase in F&B revenue.

expenses decreased from $570,043 to $487,394 in the three months ended September 30, 2023 and 2024, respectively, due to general and

administrative expenses decreased from $570,043 to $487,394 in the three months ended September 30, 2023 and 2024, respectively.

expenses increased from $1,888,900 to $2,637,517 in the nine months ended September 30, 2023 and 2024, respectively, due to general and

administrative expenses increased from $1,888,900 to $2,271,325 in the nine months ended September 30, 2023 and 2024, respectively.

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 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.

the three months ended September 30, 2024, the Company had other expenses of $209,618 compared to other income of $318,564 in the three

months ended September 30, 2023.

In the nine months ended September 30, 2024, the Company had other expenses of $127,865 compared to

other income of $1,831,844 in the nine months ended September 30, 2023.

The decrease is due to decline in interest income from $1,746,808

to $48,791 in the nine months ended September 30, 2023 and 2024, respectively.

the three months ended September 30, 2024 the Company had net loss of $537,143 compared to $156,131 in the three months ended September

In the nine months ended September 30, 2024 the Company had net loss of $2,277,303 compared to $47,217 in the nine months ended

September 30, 2023.

and Capital Resources

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.

cash has decreased from $1,159,201 as of December 31, 2023 to $832,368 as of September 30, 2024.

Our liabilities increased from

$6,207,177 at December 31, 2023 to $3,171,182 at September 30, 2024.

Our total assets have decreased from $23,710,684 as of December

31, 2023 to $2,920,066 as of September 30, 2024.

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

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

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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

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

Six Months Ended June 30,

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 Nine Months Ended September 30, 2024 and 2023

Nine Months Ended September 30,

Net cash used in operating activities

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Flows from Operating Activities

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

cash used in operating activities was $1,404,073 in the nine months ended of September 30, 2024, as compared to net cash used in operating

activities of $2,228,539 in the same period of 2023.

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.

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

used in operating activities in the nine months ended September 30, 2024.

Flows from Investing Activities

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.

cash provided by investing activities was $20,451,688 in the first nine months of September 30, 2024, as compared to net cash provided

by investing activities of $69,052,195 in the same period of 2023.

In the nine months ended September 30, 2024 we paid $30,103 for purchases

of property and equipment, $850,000 for convertible note receivable – related party, $21,102,871 cash was withdrawn from trust

account for redemptions and $243,897 cash withdrawn from trust account was available to the Company.

In the nine months ended September

30, 2023 we paid $13,395 for purchases of property and equipment, $68,351,348 cash withdrawn was from trust account for redemptions,

$919,547 cash withdrawn from trust account was available to the Company and ($205,305) cash was deposited into trust account.

Flows from Financing Activities

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.

cash used in financing activities was $19,405,313 in the nine months ended September 30, 2024, compared to net cash used in financing

activities of $67,870,992 in the same period of 2023.

In the nine months ended September 30, 2024 we received $2,104,937 from related

party, and repaid $21,102,871 of class A common stock.

In the nine months ended September 30, 2023 we received $265,914 from a related

party, received $205,305 from proceeds from extension loan and paid $68,351,348 for repayment of class A common stock.

Nasdaq Compliance

As previously reported, the Nasdaq Staff (the “Staff”)

has notified the Company of certain deficiencies related to the Company’s listing on The Nasdaq Global Market.

These deficiencies

included the following:

On February 22, 2024, the Staff notified the Company

that for the previous 30 consecutive trading days, the market value of its publicly held shares (the “MVPHS”) had been below

the minimum $15,000,000 required for continued listing as set forth in Listing Rule 5450(b)(2)(C) (the “Rule”).

in accordance with Marketplace Rule 5810(c)(3)(D), the Company was provided 180 calendar days, or until August 20, 2024, to regain compliance

with the Rule.

However, the Company did not regain compliance with the Rule.

On August 27, 2024, the Company received a notice from the

Staff that the Company would be delisted from The Nasdaq Global Market, unless the Company requested a hearing before a Nasdaq Hearings

Panel (the “Panel”).

The Company filed the hearing request.

On March 7, 2024, we received notice from Nasdaq indicating

that, because the market value of our common stock had been below $50,000,000 for the prior 37 consecutive business days, we no longer

complied with the minimum market value of listed securities (the “MVLS”) requirement for continued listing on the Nasdaq Global

Market under Rule 5450(b)(2)(A) of the Nasdaq Listing Rules.

Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(C), we were provided an initial

compliance period of 180 calendar days, or until September 3, 2024, to regain compliance with the MVLS requirement.

The Company did not

regain compliance.

On September 9, 2024, the Company received a notice from the Staff that the matter of the MVLS deficiency would be

considered at the Company’s hearing with the Panel.

Notwithstanding the foregoing, the Company presented

its compliance plan to the Panel at a hearing on October 15, 2024.

On October 21, 2024, the Company received a notice from the Panel granting

the Company an extension to phase down its securities to The Nasdaq Capital Market and demonstrate compliance with the MVPHS and Stockholders’

Equity requirements as set forth in Nasdaq Listing Rules 5550(a)(5) and 5550(b)(1).

The Company is working to complete the steps in its

compliance plan and regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market within the Panel’s

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

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

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 Combination.

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

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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,

Securities”), (A) ending on the earlier of nine 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

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of Subscription Agreement

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”).

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

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.

We cannot assure you that future inflation will not have an adverse impact on our operating results and financial

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 Meteora.

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

year ended December 31, 2023.

We cannot assure you that future inflation will not have an adverse impact on our operating results and

financial condition.

of Foreign Exchange Rates

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 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

year, we expect this fluctuation of foreign exchange rates to still impact the results of operations in 2024, especially given that the

foreign exchange rate may and is expected to be volatile.

If the amount of intercompany loan is lowered in the future, the effect will

also be reduced.

Korea and which were approximately $0.7 million and $2.1 million on September 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 Income.

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

we expect this fluctuation of foreign exchange rates to still impact the results of operations in 2024, especially given that the foreign

exchange rate may and is expected to be volatile.

If the amount of intercompany loan is lowered in the future, the effect will also be

However, at this moment, we do not expect to repay the intercompany loans in the short term.

49 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis