What changed in this filing

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Item 1. Financial Statements

2025-10-22 compared with 2025-08-14 · 446 added, 320 removed, 934 unchanged (45% of the section changed)

3 unchanged sentences

Balance Sheets

receivable, net

receivables, net

from related parties, net

loans receivable - related party, at fair value

security – related party

September 30, 2025

Current Assets

and equipment, net

– non-current

Accounts receivable, net

Other receivables, net

Other receivables

Deposit - current

Convertible loans receivable - related party, at fair value

Investment security – related party

lease right-of-use assets, net

Marketable securities

Prepaid expenses

Total Current Assets

Non-Current Assets

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

to related parties, net

lease liabilities - current

payable - current

Property and equipment, net

Deposit – non-current

Investment in associate - related party

Investment at cost

Convertible loans receivable - related party, at fair value

Investment security – related party

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

lease liabilities - non-current

Accounts payable and accrued expenses

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Financial liability

Notes payable - current

Total Current Liabilities

Non-Current Liabilities

and Contingencies (Note 13)

Stockholders’

stock, $ 0.0001 par value;

Operating lease liabilities - non-current

Total Non-Current Liabilities

Commitments and Contingencies (Note 13)

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding as of June 30, 2025 and December 31, 2024

stock, $ 0.0001 par value;

none issued and outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

55,000,000 shares authorized;

6,476,400 and 5,593,920 issued and outstanding as of June 30, 2025 and December

paid in capital

other comprehensive loss

HWH International Inc.

Stockholders’ Equity

Non-controlling

6,476,400 and 5,593,920 issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid in capital

Accumulated other comprehensive loss

( 1,050,287 )

Accumulated deficit

( 7,002,625 )

( 6,317,010 )

Total HWH International Inc.

Stockholders’ Equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

common stock share amounts were adjusted retrospectively to reflect the 5-for-1 reverse stock split on February 24, 2025

Non-controlling interests

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

2 unchanged sentences

Statements of Operations and Other Comprehensive Loss

the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Cost of revenue

2 unchanged sentences

$ ( 478,436 )

$ ( 292,782 )

Operating expenses:

11 unchanged sentences

$ ( 2,637,517 )

Other non-operating income

Other income (expense)

Other non-operating (expense) income

Interest expense

Foreign exchange transaction gain (loss)

Gain on disposal of securities investment

Unrealized gain on securities investment

Foreign exchange transaction (loss) gain

Gain on disposal of marketable securities

Unrealized gain on marketable securities

Gain on disposal of subsidiaries

Loss from deconsolidation of subsidiaries

Gain on equity method investment - related party

Loss on equity method investment - related party

Unrealized loss on convertible note receivable – related party

Total Other non-operating income

Income (loss) before provision for income taxes

Total Other non-operating (expense) income

$ ( 209,618 )

Net income (loss)

$ ( 127,865 )

Loss before provision for income taxes

( 2,277,303 )

$ ( 299,618 )

Net loss attributable to Non-Controlling Interests

Net income (loss) attributable to common stockholders

$ ( 537,143 )

1 unchanged sentence

$ ( 2,277,303 )

Net income (loss)

Net (loss) income attributable to non-controlling interests

Net loss attributable to common stockholders

$ ( 291,004 )

Other comprehensive income, net of tax:

Foreign currency translation adjustment

$ ( 548,492 )

1 unchanged sentence

$ ( 2,273,253 )

( 2,277,303 )

Other comprehensive loss, net of tax:

Foreign currency translation adjustment

$ ( 238,965 )

$ ( 792,976 )

Total comprehensive loss, net of tax:

9 unchanged sentences

$ ( 2,365,799 )

Three Months Ended

June 30, 2025

Three Months Ended

June 30, 2024

Loss per common share

Weighted average number of common shares outstanding *

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

Loss per common share

Weighted average number of common shares outstanding *

numbers of weighted average outstanding common stock - basic and diluted were adjusted retrospectively to reflect the 5-for-1 reverse stock split on February 24, 2025

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

2 unchanged sentences

Statements of Changes in Stockholders’ Equity (Deficit)

the Three and Six Months Ended June 30, 2025 and 2024

Comprehensive

Stockholders’

International

the Three and Nine Months Ended September 30, 2025 and 2024

HWH International

Comprehensive

7 unchanged sentences

Acquisition of LEH Insurance Group LLC

Revaluation for SHRG note receivable and warrants

$ ( 565,131 )

16 unchanged sentences

$ ( 6,711,621 )

International

Comprehensive

Stockholders’

Elimination of NCI’s share of deficit due to purchase of remaining

shares of LEH

Deconsolidation of Alset F&B One Pte.

Reclassification of NCI

$ ( 291,004 )

$ ( 299,618 )

Foreign currency translation adjustment

$ ( 239,087 )

$ ( 238,965 )

Balances at September 30, 2025

$ ( 1,050,287 )

$ ( 7,002,625 )

A Common stock

B Common stock

Total HWH International

Value $0.0001

Paid in Capital

Comprehensive Loss

Stockholders’ Deficit

controlling Interests

Stockholders’ Deficit

Balances at December 31, 2023

17 unchanged sentences

$ ( 2,967,999 )

Revaluation for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

$ ( 387,923 )

1 unchanged sentence

$ ( 403,641 )

Foreign currency translation adjustment

$ ( 151,246 )

Revaluation for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

$ ( 151,246 )

Balances at June 30, 2024

$ ( 261,479 )

Net (income) loss

$ ( 5,291,777 )

1 unchanged sentence

$ ( 3,499,463 )

Foreign currency translation adjustment

$ ( 261,479 )

1 unchanged sentence

$ ( 3,611,760 )

Balances at June 30, 2024

$ ( 3,499,463 )

AI and AIL Debt conversion to shares

Revaluation for SHRG note receivable

Net (loss) income

$ ( 548,492 )

1 unchanged sentence

$ ( 537,143 )

Net (income) loss

$ ( 548,492 )

1 unchanged sentence

$ ( 537,143 )

Foreign currency translation adjustment

Balances at September 30, 2024

$ ( 289,597 )

$ ( 5,840,269 )

$ ( 374,894 )

$ ( 251,114 )

$ ( 289,597 )

$ ( 5,840,269 )

$ ( 374,894 )

$ ( 251,114 )

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

2 unchanged sentences

Statements of Cash Flows

the Six Months Ended June 30, 2025 and 2024 (Unaudited)

June 30, 2025

June 30, 2024

the Nine Months Ended September 30, 2025 and 2024 (Unaudited)

September 30, 2025

September 30, 2024

Cash flows from operating activities:

2 unchanged sentences

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

Foreign exchange transaction (gain) loss

Foreign exchange transaction gain

Loss on equity method investment, related party

Gain on disposal of subsidiaries

Loss on disposal of subsidiaries

Depreciation expense

1 unchanged sentence

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

Share of result of an associate

Impairment loss on goodwill

Unrealized (gain) / loss on convertible note receivable – related party

Fair value (gain) on investment securities

(Gain) on disposal of investment securities

Unrealized loss on convertible note receivable – related party

Fair value gain on marketable securities

Gain on disposal of marketable securities

Loss on disposal of equipment

Impairment loss on equipment

Bad Debt written off

Changes in operating assets and liabilities:

4 unchanged sentences

Accrued commissions

Income tax payable

Deferred revenue

Operating lease liabilities

5 unchanged sentences

Convertible loans receivable - related party

Investment in associate – related party

Investment in joint venture

Purchase of financial assets

Purchase of marketable securities

Cash withdrawn from trust account for redemptions

Cash withdrawn from trust account available to the Company

Deconsolidation of Alset F&B One Pte.

Loan receivable - related party

3 unchanged sentences

Repayment of loans and borrowing

Cash from deferred underwriting compensation

Repayment of deferred underwriting compensation

Advances from related parties

1 unchanged sentence

( 1,413,742 )

( 2,375,897 )

Proceed from issuance of net Common Stock and Warrants

Proceed from issuance of Common Stock and Warrants

Redemptions of Class A Common Stock

( 21,102,871 )

15 unchanged sentences

EF Hutton) for Deferred Underwriting Compensation

Valuation gain (loss) from notes receivable and warrants - SHRG

Debt to equity conversion

Valuation gain from notes receivable and warrants - SHRG

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

3 unchanged sentences

to the Consolidated Financial Statements

the Six Months Ended June 30, 2025 and 2024

the Nine Months Ended September 30, 2025 and 2024

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

1 unchanged sentence

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

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

The F&B business operates three cafés, one of which

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

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

The F&B business operates one café in Singapore.

The Company is presently developing Hapi Marketplace, a business-to-consumer

platform featuring diverse product categories, and Hapi Wealth Builder, an educational program focused on wealth-building strategies.

Both initiatives are being rolled out in phases, with digital content development, partner collaborations, and regional infrastructure

setup currently underway.

International Inc.

16 unchanged sentences

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

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

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

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

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

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

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

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

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

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

” Total $ 21,102,871 withdrawn from

trust account for redemptions, which is presented in the financing section within the consolidated statements of cash flows.

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

34 unchanged sentences

filed on March 31, 2025.

in Financial Statement Presentation

September 30, 2025, the Company has revised its presentation of certain related party transactions within the consolidated statements

of cash flows.

Previously, net cash flows from related party advances and repayments were presented on a single line item, “Advances

to/from related parties.

To provide more transparent and detailed information about the nature of these cash flows, the Company now separately

presents the line in “Advance to related parties” and “Advances from related parties” in the financing section.

This change in presentation has been applied retrospectively to all periods presented for comparability.

The reclassification had no

impact on the previously reported net change in cash and cash equivalents, net income, or financial position.

of Consolidation

5 unchanged sentences

Company mainly focuses on the F&B business.

During the six months ended June 30, 2025 and 2024, substantially all of the Company’s

During the nine months ended September 30, 2025 and 2024, substantially all of the Company’s

business was generated by F&B business.

F&B business was generated by the following subsidiaries at June 30, 2025 and 2024, respectively:

F&B business was generated by the following subsidiaries at September 30, 2025 and 2024,

respectively:

42 % and 37 % from Alset F&B One Pte.

Ltd (“F&B1”), 10 % and 5 % from Hapi Café Korea Inc.

20 % and 19 % from Hapi Café SG Pte.

Ltd (“Alset F&B One”), 9 % and 6 % from Hapi Café Korea Inc.

(“HCKI”), 23 % and 20 % from Hapi Café SG Pte.

(“HCSGPL”), 0 % and 9 % from Alset F&B (PLQ) Pte.

and 32 % and 26 % from Ketomei Pte.

(“F&BPLQ”) and 27 % and 29 % from Ketomei Pte.

(“KPL” or “Ketomei”).

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.

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 was included in general and administrative expenses, and recorded a gain on termination

of lease of $ 248 during 2024.

Alset F&B One

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.

Alset F&B One, 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

Due to the closure of this subsidiary the Company wrote off $ 5,882 of fixed assets, which was included in general and

administrative expenses, and recorded a gain on termination of lease of $ 248 during 2024.

On August 05, 2025, the Company ceased operation

of its subsidiary Ketomei Pte.

Due to the closure of this subsidiary the Company refunded $ 20,562 for customer deferred orders.

On September 10, 2025, Alset F&B Holdings Pte.

Ltd., (the “Seller”), a Singapore subsidiary of the Company, entered into

a sale and purchase agreement (the “Sale and Purchase Agreement”) with Alset International Limited (“Buyer”),

pursuant to which the Seller agreed to sell 70% of the outstanding shares of its subsidiary, Alset F&B One Pte.

in exchange for S$218,941 Singapore Dollars (equal to approximately $170,754 U.S.

Alset F&B One was incorporated in Singapore

on April 10, 2017, and operates a cafe in Singapore.

It generated approximately $470,000 in revenue in 2024.

Following this sale, the

Seller will continue to own 20 % of Alset F&B One.

On September 13, 2025, the Company ceased operations of its subsidiary Hapi Café

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 $ 3,729,873 and $ 4,341,746 as of June 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents

as of June 30, 2025 and December 31, 2024.

The Company had cash of $ 2,897,972 and $ 4,341,746 as of September 30, 2025 and December 31, 2024, respectively.

The Company had no cash

equivalents as of September 30, 2025 and December 31, 2024.

Value of Financial Instruments

10 unchanged sentences

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

Level 1 marketable securities

are liquid and transparent financial instruments with readily observable market prices.

Their value is based on unadjusted quoted prices

in active markets for identical assets.

Examples often include U.S.

treasury securities, listed equities, exchange-traded funds and open-end

mutual funds, foreign currencies, and gold bullion.

An active market is defined by sufficient transaction frequency and volume to provide

ongoing pricing information.

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

2 unchanged sentences

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

Company has a portfolio of trading securities.

The objective is to generate profits on short-term differences in market prices.

does not have significant influence over any trading securities in our portfolio and fair value of these trading securities are determined

by quoted stock prices.

Securities at Cost

11 unchanged sentences

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

As of June 30, 2025 and December 31, 2024, inventory consisted

As of September 30, 2025 and December 31, 2024, inventory consisted

of finished goods procured from suppliers.

45 unchanged sentences

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

represents rental deposit paid for the office and the cafes that is refundable at the end of the rental period.

Deposit would be considered

as current if it is related to the rental which would expire within the next twelve months, while deposit would be considered as non-current

if it is related to the rental which would continue above the next twelve months.

As of June 30, 2025, $ 21,336 deposits were current

and would be refundable within the next twelve months.

represent rental deposit paid for the office and the cafes which are refundable at the end of the rental period.

A deposit would be considered

as current if it is related to the rental which would expire within the next twelve months, while a deposit would be considered as non-current

if it is related to the rental which would continue longer than the next twelve months.

As of September 30, 2025, $ 21,110

in deposits were current and would be refundable within the

next twelve months, $ 107,130 in deposits were non-current and would be refundable after twelve months.

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

22 unchanged sentences

ordering system.

The revenue received from Food and Beverage business for the three months ended June 30, 2025 and 2024 was $ 310,391

and $ 334,882 , respectively.

The revenue received from Food and Beverage business for the six months ended June 30, 2025 and 2024 was

The revenue received from Food and Beverage business for the three months ended September 30, 2025 and 2024 was $ 206,778

and $ 345,523 , respectively.

The revenue received from Food and Beverage business for the nine months ended September 30, 2025 and 2024

was $ 812,366 and $ 966,515 , respectively.

receivable is recorded at invoiced amounts net of an allowance for credit losses and does not bear interest.

10 unchanged sentences

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

Assets and Liabilities

is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of June 30, 2025 and December

SCHEDULE OF CONTRACT ASSETS AND LIABILITIES

June 30, 2025

December 31, 2024

Deferred Revenue

Balances at the beginning of the period

Deferred revenue, beginning balance

Movement for the period

Balances at the end of the period

Deferred revenue, ending balance

deferred revenue is generated from KPL, which consists of the prepaid orders from customers for delivery after June 30, 2025.

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, 2025 included in accounts payable and accrued expenses was VAT payable of $ 640 , and

December 31, 2024 in other receivables was VAT paid of $ 41,885 , due primarily to the purchase of inventory and payment of rents and accounting

As of September 30, 2025, and December 31, 2024, the amount of VAT paid in other receivables was $ 3,412

and $ 33,914 , 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 third party money

platforms, and contractor fees for part-time staff.

is a breakdown of the Company’s cost of revenue for the three and six months ended June 30, 2025 and 2024.

is a breakdown of the Company’s cost of revenue for the three and nine months ended September 30, 2025 and 2024.

the three months ended:

SCHEDULE OF COST OF REVENUE

June 30, 2025

September 30, 2025

Finished goods

3 unchanged sentences

Total of Cost of revenue

June 30, 2024

September 30, 2024

Finished goods

2 unchanged sentences

Franchise commission

Sales commission

Total of Cost of revenue

the six months ended:

June 30, 2025

the nine months ended:

September 30, 2025

Finished goods

3 unchanged sentences

Total of Cost of revenue

June 30, 2024

September 30, 2024

Finished goods

2 unchanged sentences

Franchise commission

Sales commission

Total of Cost of revenue

5 unchanged sentences

Advertising expenses for the three months

ended June 30, 2025 and 2024 were $ 38,249 and $ 4,324 , respectively.

Advertising expenses for the six months ended June 30, 2025 and 2024

were $ 107,094 and $ 6,566 , respectively.

ended September 30, 2025 and 2024 were $ 1,599 and $ 8,124 , respectively.

Advertising expenses for the nine months ended September 30,

2025 and 2024 were $ 108,693 and $ 14,690 , 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.

During the six months ended June 30, 2025 there

were 909,874 potentially dilutive warrants outstanding.

the periods ended June 30, 2025 and 2024, basic and diluted earnings (loss) per share were the same, as the effect of potentially dilutive

securities was anti-dilutive during periods of net loss and therefore did not reduce the loss per share.

During the nine months ended September 30, 2025

there were 909,874 potentially dilutive warrants outstanding.

the periods ended September 30, 2025 and 2024, basic and diluted earnings (loss) per share were the same, as the effect of potentially

dilutive securities was anti-dilutive during periods of net loss and therefore did not reduce the loss per share.

Non-controlling

3 unchanged sentences

separately from equity attributable to owners of the Company.

June 30, 2025 and December 31, 2024, the aggregate non-controlling interests in the Company were $ 93,389 and $ 111,835 , respectively.

September 30, 2025 and December 31, 2024, the aggregate non-controlling interests in the Company were $ 68,291 and $ 111,835 , respectively.

and Capital Resources

the six months ended June 30, 2025, we incurred a net loss, a loss from operations and negative cash flow from operating cafés

the nine months ended September 30, 2025, we incurred a net loss, a loss from operations and negative cash flow from operating cafés

during the period.

20 unchanged sentences

The remaining credit of $ 700,000 is available

for draw as on June 30, 2025.

for draw as on September 30, 2025.

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

7 unchanged sentences

or other encumbrance on any of the Company’s assets, but shall be solely a general unsecured debt obligation of the Company.

April 14, 2025, the Company entered into an amendment (the “Amendment”) to this Credit Facility Agreement.

Under the terms

of the Amendment, the date upon which each advance made under the Credit Facility and all accrued but unpaid interest shall be due and

payable was extended from April 24, 2025 to April 14, 2026.

Company has obtained letters of financial support from Alset Inc., a direct majority owner of the Company.

20 unchanged sentences

Company reports its segment information to reflect the manner in which the CODM reviews and assesses performance.

As of June 30, 2025,

As of September 30,

2025, the Company only has one segment in F&B business.

The Company’s Chief Executive Officer and President and Chief Operating Officer

have joint responsibility as the CODMs and review and assess the performance of the Company as a whole.

The Company’s Chief Executive Officer and President and Chief Operating

Officer have joint responsibility as the CODMs and review and assess the performance of the Company as a whole.

primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income

8 unchanged sentences

3 — ACCOUNTS RECEIVABLE, NET

receivable, net at June 30, 2025, December 31, 2024, June 30, 2024 and December 31, 2023 of $ 22,948 , $ 17,546 , $ 25,723 and $ 28,611 , respectively,

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

Accounts receivable is recorded

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

As of June 30, 2025 and December 31, 2024, the

allowance for credit losses was an immaterial amount.

The Company does not have any off-balance sheet credit exposure related to its

receivable, net at September 30, 2025, December 31, 2024, September 30, 2024 and December 31, 2023 of $ 7,771 , $ 17,546 , $ 35,067 and $ 28,611 ,

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

Accounts receivable

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

As of September 30, 2025 and December

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

The Company does not have any off-balance sheet credit exposure related

to its customers.

4 — INVENTORY

of June 30, 2025 and December 31, 2024, the balance of finished goods was $ 6,369 and $ 1,574 , respectively.

There is no provision for

slow-moving or obsolete inventory during the three and six months ended June 30, 2025 and 2024.

of September 30, 2025 and December 31, 2024, the balance of finished goods was $ 1,113 and $ 1,574 , respectively.

There is no provision

for slow-moving or obsolete inventory during the three and nine months ended September 30, 2025 and 2024.

5 — PROPERTY AND EQUIPMENT, NET

1 unchanged sentence

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

June 30, 2025

September 30, 2025

Office Equipment

31 unchanged sentences

Leasehold Improvements

the three months ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $ 3,380

and $ 15,666 ,

respectively.

For the six months ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $ 6,662

and $ 30,209 ,

respectively.

As of June 30, 2024, the Company disposed of office equipment with a cost of $ 7,351 ,

and furniture and fittings with a cost of $ 2,755 ,

the three months ended September 30, 2025 and 2024, the Company recorded depreciation expenses of $ 16,219 and $ 15,320 , respectively.

For the nine months ended September 30, 2025 and 2024, the Company recorded depreciation expenses of $ 22,881 and $ 45,529 , respectively.

As of September 30, 2024, the Company disposed of office equipment with a cost of $ 7,429 , and furniture and fittings with a cost of $ 2,784 ,

from F&BPLQ due to the closure of the café.

$ 5,882 loss on disposal of PPE was recorded in the general and administrative

6 — INVESTMENTS AT COST

6 — INVESTMENTS

in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes

13 unchanged sentences

as of December 31, 2024.

of HWH World Inc and acquisition of AES Group Inc.

of HWH World Inc.

and Acquisition of AES Group Inc.

April 23, 2025, the Company completed the sale of HWH World Inc.

4 unchanged sentences

to which the Company agreed to transfer its 100 % equity interest in HWHKOR to AES.

In exchange, AES agreed to issue new shares, representing

19.9 % of the enlarged share capital of AES, which cost $ 1,354 , to the Company upon closing.

Total $ 383,667 gain was generated from this

deal and recorded in Other non-operating income / (expenses) in the statement of operations.

The disposal of HWH World Inc had immaterial effect on the Company’s consolidated financial statements and

the deconsolidation did not meet the criteria for presentation as discontinued operations under ASC 205-20.

In exchange, AES agreed to issue new shares to the

Company upon closing, representing 19.9 % of AES’s enlarged share capital, with a total cost basis of $ 1,354 .

Total of $ 383,667

gain was generated from this deal and recorded in Other non-operating income / (expenses) in the statement of operations.

of HWH World Inc.

had immaterial effect on the Company’s consolidated financial statements and the deconsolidation did not meet

the criteria for presentation as discontinued operations under ASC 205-20.

of Alset F&B One Pte.

September 10, 2025, Alset F&B Holdings Pte.

Ltd., entered into a sale and purchase agreement (the “Sale and Purchase

Agreement”) with Alset International Limited (“AIL”), pursuant to which the Seller

agreed to sell 70% of the outstanding shares of its subsidiary, Alset F&B One Pte.

to the AIL in exchange for $170,754.

Following this sale, F&BH will continue to own 20% of Alset F&B One.

Total $ 21,611

loss was generated from this deal and recorded in Other non-operating income / (expenses) in the statement of operations.

$54,961 was generated from the fair value of the remaining 20% investment in Alset F&B One which is treated as basis of equity method investment.

The deconsolidation did not

meet the criteria for presentation as discontinued operations under ASC 205-20.

7 – LOAN DUE TO THIRD PARTY

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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, 2025 and December 31, 2024 are $ 459,614 and $ 209,614 respectively.

The amounts due to AEI at September 30, 2025 and December 31, 2024 are $ 569,614 and $ 209,614 , respectively.

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

5 unchanged sentences

but unpaid interest shall be due and payable was extended from April 24, 2025 to April 14, 2026.

Further, pursuant to the Amendment,

the Company released Alset International Limited from its obligations under its Letter of Continuing Financial Support to the Company

dated March 28, 2025.

The terms of Alset Inc.’s Letter of Continuing Financial Support to the Company were not altered by the Amendment.

The terms of Alset Inc.’s Letter

of Continuing Financial Support to the Company were not altered by the Amendment.

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

8 unchanged sentences

of September 24, 2024 the Company drew $ 300,000 from the credit line and accrued $ 3,164 in interest.

On June 30, 2025, $ 3,164 of the

interest remained outstanding.

On September 30, 2025, $ 3,164 of

the interest remained outstanding.

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

9 unchanged sentences

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

The amounts due to AIL at June 30, 2025 and December 31, 2024 are $ 5,052,090

and $ 5,096,047 , respectively.

The amounts due to AIL at September 30, 2025 and December 31, 2024

are $ 4,651,995 and $ 5,096,047 , 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 the balance payable to AIL as of June 30, 2024, $ 3,501,759

was fully converted into shares of the Company’s common stock at a price per share of $ 0.63

for a total of 5,558,347

Limited, pursuant to which a debt of the balance payable to AIL as of June 30, 2024, $ 3,501,759 was fully 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.

April 14, 2025, the Company entered into an amendment (the “Amendment”) to the Credit Facility Agreement with Alset Inc.

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Limited (“ABD”) is incorporated in Singapore and is a fellow subsidiary of Alset Inc.

amount due from ABD represents amount lent by ABD to Hapi Cafe Inc.

due from ABD represents amount lent by ABD to Hapi Cafe Inc.

for the investment in Ketomei Pte.

Ltd in March 2022, and amount

$ 5,000,000 from HWHPL lent to ABD in November 2024, with partial repayment $ 707,000 received by the Company in December 2024.

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

Since the amount due from ABD is due upon request, it is classified as a current asset.

The amount due from ABD at June 30, 2025 is

and amount due from ABD at December 31, 2024 is $ 4,113,701 .

Ltd in March 2022, and $ 5,000,000 lent

from HWHPL to ABD in November 2024, with partial repayment of $ 707,000 received by the Company in December 2024.

There is no written,

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

Since the amount due

from ABD is due upon request, it is classified as a current asset.

The amount due from ABD at September 30, 2025 is $ 4,233,165 and amount

due from ABD at December 31, 2024 is $ 4,113,701 .

from HotApp International Limited.

1 unchanged sentence

The amount due from

HAIL represents the amount HWHPL borrowed from HAIL in January 2025.

HAIL represents the amount HWHPL lent to HAIL in January 2025.

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

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as a current asset.

The amount due from HAIL at June 30, 2025 is $ 250,653 .

The amount due from HAIL at September 30, 2025 is $ 252,890 .

Capital Loans

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debt contemplated by CN4.

November 25, 2024, the Company entered into a stock purchase agreement with Alset Inc.

(“AEI”), pursuant to which Alset Inc.

agreed to purchase 4,411,764 shares of the Company’s common stock for a total $ 3,000,000 , representing a purchase price of $ 0.68

The transaction was completed on December 3, 2024.

AEI is the majority shareholder of the Company, and immediately prior to

the effectiveness of the stock purchase agreement, AEI directly and through its subsidiaries owned 86.6 % of the issued and outstanding

shares of HWH common stock.

November 25, 2024, the Company entered into a stock purchase agreement with Alset Inc., pursuant to which Alset Inc.

agreed to purchase

4,411,764 shares of the Company’s common stock for a total $ 3,000,000 , representing a purchase price of $ 0.68 per share.

The transaction

was completed on December 3, 2024.

AEI is the majority shareholder of the Company, and immediately prior to the effectiveness of the

stock purchase agreement, AEI directly and through its subsidiaries owned 86.6 % of the issued and outstanding shares of HWH common stock.

December 24, 2024, the Company entered into a stock purchase agreement with AEI, pursuant to which AEI agreed to purchase 1,300,000 shares

of the Company’s common stock (the “Shares”) for a total of $ 585,000 , representing a purchase price of $ 0.45 per share.

The deal was completed on December 30, 2024.

AEI is the majority shareholder of the Company.

of the Company’s common stock for a total of $ 585,000 , representing a purchase price of $ 0.45 per share.

The deal was completed

on December 30, 2024.

January 15, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation pursuant to which

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of the debt contemplated by CN 7.

of June 30, 2025 and December 31, 2024, a total of $ 77,300 and $ 48,000 in commitment fees and $ 83,469 and $ 39,405 of convertible note

interest was recorded under other receivable, respectively.

September 17, 2025, 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 8”) in the amount of $ 70,000 , convertible into 11,666,667

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 70,000 , Additionally,

upon signing CN 8, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 5,600 in total, to be paid either in cash or

in common stock of SHRG, at the discretion of the Company.

CN 8 bears an 8 % interest rate and has scheduled maturity on September 16,

2028 , three years from the date of the CN 8.

At the time of filing, the Company has not converted

any of the debt contemplated by CN 8.

of September 30, 2025 and December 31, 2024, a total of $ 82,900 and $ 48,000 in commitment fees and $ 112,620 and $ 39,323 of interest were recorded under other receivables, net, respectively.

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

and Alset International Limited, in addition to certain entities affiliated

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

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

with them, are significant stockholders of SHRG, and our former Chief Executive Officer, John Thatch, is also the Chief Executive Officer

from F&B business amounting to approximately $ 501 and $ 555 during the three months ended September 30, 2025 and 2024, respectively

and $ 3,100 and $ 3,904 during the nine months ended September 30, 2025 and 2024, respectively, was related to corporate sales.

was derived from corporate sales to related parties who purchased meals and paid for their staff.

in Account Receivable, net at September 30, 2025 and December 31, 2024 is $ 0 and $ 1,652 , respectively, of amounts due from related parties.

in other income during the three months ended September 30, 2025 and 2024 is $ 0

and $ 1,646 ,

respectively and $ 2,072

during the nine months ended September 30, 2025 and 2024, respectively,

of rental income was from related parties.

Receivables, Net

Other receivables, net, are primarily composed of miscellaneous receivables from related parties, including interest

accrued on loans to related parties.

The remaining portion mainly represents VAT receivables expected to be refunded by the local government.

As of September 30, 2025, and December 31, 2024, the amount of other receivable, net was $ 551,335 and $ 342,712 , respectively, including

the amount due from related parties of $ 541,640 and $ 302,102 , respectively.

The impairment of other receivables, net was $ 114,976 and

$ 0 as of September 30, 2025, and December 31, 2024, respectively.

Insurance Group, LLC

November 19, 2024, HWH entered into a definitive agreement to acquire a controlling 60% interest in L.E.H.

Insurance Group, LLC (“LEH”).

The acquisition closed on February 27, 2025.

This acquisition was facilitated through the purchase of shares from Sharing Services Global

SHRG sold its 60 % interest in LEH to HWH, while the remaining 40 % stake was retained by the original owner.

However, following

this transaction, the original owner sold their 40 % interest to SHRG.

LEH is a licensed insurance agency representing over 600 insurance

companies, serving as an independent advisor to businesses and individuals.

LEH provides personalized insurance solutions, offering expert

guidance to meet the unique coverage needs of each customer.

LEH is in the early stages of its development, has no employees on its payroll,

and has yet to turn a profit.

The Company paid $ 75,000 for the acquisition and recorded $ 77,480 of goodwill as result of the acquisition,

which was immediately written off.

September 17, 2025, HWH entered into another definitive agreement to acquire the remaining 40 % interest in L.E.H.

Insurance Group, LLC.

The acquisition closed on August 27, 2025.

This acquisition was facilitated through the purchase of shares from Sharing Services Global

The Company paid $ 40,000 for the acquisition and recorded $ 45,003 of goodwill as result of the acquisition, which was immediately

of September 30, 2025, the Company impaired goodwill of $ 122,482 to $ 0 , which was generated from net asset value during the acquisition.

Total impairment expenses were $ 122,482 .

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

Ltd., outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan Heng Fai, HWH’s

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

The planned joint venture company (referred

to here as the “JVC” or “HTHPL”) will be known as HapiTravel Holding Pte.

The JVC will be initially owned

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

Chan will hold 11 %;

and (c) the remaining 70 % of the shares in

the JVC will be held by Mr.

November 6, 2024, the Company signed a loan agreement with HTHPL in the amount of $ 137,658 at a rate of 5 % per annum, the maturity date

of which is on or before the second anniversary of the effective date.

December 18, 2024, the Company sold Hapi Travel Pte.

(“HTPL”) to HTHPL for a consideration of $ 834 .

of September 30, 2025, HTHPL owed the Company a total of $ 24,721 , which is recorded in other receivables in the financial statements.

This amount is presented net of the subscription fee of $ 190 that the Company owed for the 19 % shareholding in the JVC.

11 - FINANCIAL ASSETS AT FAIR VALUE

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

30, 2025 and December 31, 2024:

1 unchanged sentence

Fair Value Measurement Using

June 30, 2025

September 30, 2025

Warrants – SHRG

Convertible loans receivable – SHRG

Marketable securities - Trading

Total Investment in securities at Fair Value

4 unchanged sentences

Total Investment in securities at Fair Value

fair value of the SHRG warrants under level 2 category as of June 30, 2025 and December 31, 2024 were calculated using a binomial option

pricing model valued with the following weighted average assumptions:

fair value of the SHRG warrants under level 2 category as of September 30, 2025 and December 31, 2024 were calculated using a binomial

option pricing model valued with the following weighted average assumptions:

SCHEDULE OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

June 30, 2025

December 31, 2024

September 30, 2025

Exercise price

3 unchanged sentences

Year to maturity

June 30, 2025

Exercise price

11 unchanged sentences

Valuation date

September 30,

Risk-free interest rate

4 unchanged sentences

Valuation date

September 30,

Risk-free interest rate

5 unchanged sentences

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

the six months ended June 30, 2025 and 2024, the Company held convertible notes receivable with SHRG.

The following table shows the activity

of the notes during the six months ended June 30, 2025 and 2024.

the nine months ended September 30, 2025 and 2024, the Company held convertible notes receivable with SHRG.

The following table shows

the activity of the notes during the nine months ended September 30, 2025 and 2024.

SCHEDULE OF CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY

Convertible note receivable, related party

the six months ended June 30, 2025 and 2024, the Company revalued the convertible note receivable with SHRG and the balance increased

September 30,

note receivable, related party

Unrealized Gain

note receivable, related party

the nine months ended September 30, 2025 and 2024, the Company revalued the convertible note receivable with SHRG and the balance increased

from $ 744,652 to $ 1,170,619 and $ 0 to $ 739,590 , respectively.

The total $ 16,720 and $ 118,593 revaluated gain amount were booked in unrealized

gain on convertible note receivable – related party, respectively.

During the six months ended June 30, 2025, the Company reclassified “Investment in securities at fair value – related party”

The total $ 4,033 revaluated loss amount was booked in unrealized loss on

convertible note receivable – related party, and $ 110,410 revaluated gain amount was booked in unrealized loss on convertible note

receivable – related party.

the nine months ended September 30, 2025, the Company reclassified “Investment in securities at fair value – related party”

and some of “Convertible Loan Receivables at Fair Value – Related Party” from current assets to noncurrent assets in

2 unchanged sentences

no impact on the Company’s consolidated statements of operations, cash flows, or shareholders’ equity.

from F&B business amounting to approximately $ 1,739 and $ 1,974 during the three months ended June 30, 2025 and 2024, respectively;

$ 2,580 and $ 3,313 during the six months ended June 30, 2025 and 2024, 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 Account Receivable, net at June 30, 2025 and December 31, 2024 is $ 0 and $ 1,652 , respectively, of amounts due from related parties.

in other income during the three months ended June 30, 2025 and 2024 is $ 550 and $ 1,603 , respectively;

$ 2,072 and $ 3,257 during the six

months ended June 30, 2025 and 2024, respectively, of rental income from related parties.

Insurance Group, LLC

November 19, 2024, HWH entered definitive agreements to acquire a controlling 60% interest in L.E.H.

Insurance Group, LLC (“LEH”).

The acquisition closed on February 27, 2025.

This acquisition was facilitated through the purchase of shares from Sharing Services Global

SHRG sold its 60 % interest in LEH to HWH, while the remaining 40 % stake was retained by the original owner.

However, following

this transaction, the original owner sold their 40 % interest to SHRG.

John Thatch, the Chief Executive Officer of the Company, is also

the Chief Executive Officer of both LEH and SHRG.

LEH is a licensed insurance agency representing over 600 insurance companies, serving

as an independent advisor to businesses and individuals.

LEH provides personalized insurance solutions, offering expert guidance to meet

the unique coverage needs of each customer.

LEH is in the early stages of its development, has no employees on its payroll, and has yet

to turn a profit.

The Company paid $ 75,000 for the acquisition and recorded $ 77,480 of goodwill as result of the acquisition, which was

immediately written off.

of June 30, 2025, the Company impaired goodwill of $ 77,480 to $ 0 , which was generated from net asset value during the acquisition.

impairment expenses were $ 77,480 .

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

Ltd., outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan Heng Fai, HWH’s

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

The planned joint venture company (referred

to here as the “JVC” or “HTHPL”) will be known as HapiTravel Holding Pte.

The JVC will be initially owned

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

Chan will hold 11 %;

and (c) the remaining 70 % of the shares in

the JVC will be held by Mr.

November 6, 2024, the Company signed a loan agreement with HTHPL in the amount of $ 137,658 at a rate of 5 % per annum, the maturity date

of which is on or before the second anniversary of the effective date.

December 18, 2024, the Company sold Hapi Travel Pte.

(“HTPL”) to HTHPL for a consideration of $ 834 .

of June 30, 2025, HTHPL owed the Company a total of $ 171,343 , which is recorded in other receivables in the financial statements.

amount is presented net of the subscription fee of $ 190 that the Company owed for the 19 % shareholding in the JVC.

The Company’s investment portfolio

includes the following Level 1 securities, measured at fair value using unadjusted quoted market prices in active markets.

stocks, we use MarketWatch stock prices as the share prices to calculate fair value.

For overseas stock, we use the stock price from the

local stock exchange to calculate fair value.

gain on marketable securities for the three months ended September 30, 2025 was $ 1,476 .

Realized gain on marketable securities for the

nine months ended September 30, 2025 was $ 1,895 .

Unrealized gain on marketable securities was $ 7,734 in the three months ended September

Unrealized gain on marketable securities was $ 8,607 in the nine months ended September 30, 2025.

These gains were recorded

directly to net loss.

12 — STOCKHOLDERS’ EQUITY

1 unchanged sentence

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

As of June 30, 2025 and

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

As of September 30, 2025

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

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

35 unchanged sentences

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

following table summarizes the warrant activity for the six months ended June 30, 2025 and 2024.

following table summarizes the warrant activity for the nine months ended September 30, 2025 and 2024.

SCHEDULE OF WARRANT ACTIVITY

4 unchanged sentences

Forfeited, cancelled, expired

Warrants Outstanding as of June 30, 2025

Warrants Vested and exercisable at June 30, 2025

Warrants Outstanding as of September 30, 2025

Warrants Vested and exercisable at September 30, 2025

Remaining Contractual

3 unchanged sentences

Forfeited, cancelled, expired

Warrants Outstanding as of June 30, 2024

Warrants Vested and exercisable at June 30, 2024

Warrants Outstanding as of September 30, 2024

Warrants Vested and exercisable at September 30, 2024

January 3, 2025, the Company announced the pricing of its public offering of 3,162,500 shares of common stock, par value $ 0.0001 per

31 unchanged sentences

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 $ 65,550 and $ 134,996 , were included in general and administrative expenses in the statements

of operations for the three months ended June 30, 2025 and 2024, respectively.

Total lease expenses amounted to $ 174,679 and $ 260,139 ,

were included in general and administrative expenses in the statements of operations for the six months ended June 30, 2025 and 2024,

respectively.

Total cash paid for operating leases amounted to $ 69,075 and $ 132,789 for the three months ended June 30, 2025 and 2024,

respectively.

Total cash paid for operating leases amounted to $ 178,179 and $ 257,000 for the six months ended June 30, 2025 and 2024,

respectively.

In addition, the Company leases certain equipment on a short-term (12 months or less) basis.

Total short-term lease expenses

of $ 6,537 and $ 6,878 are included in general and administrative expenses for the three months ended June 30, 2025 and 2024, respectively.

Total short-term lease expenses of $ 10,298 and $ 10,319 are included in general and administrative expenses for the six months ended June

Total lease expenses of $ 48,367 and $ 117,806 were included in general and administrative expenses in the statements of operations

for the three months ended September 30, 2025 and 2024, respectively.

Total lease expenses of $ 223,046 and $ 377,945 were included in

general and administrative expenses in the statements of operations for the nine months ended September 30, 2025 and 2024, respectively.

Total cash paid for operating leases was $ 51,009 and $ 134,884 for the three months ended September 30, 2025 and 2024, respectively.

cash paid for operating leases was $ 229,188 and $ 391,884 for the nine months ended September 30, 2025 and 2024, respectively.

the Company leases certain equipment on a short-term (12 months or less) basis.

Total short-term lease expenses of $ 1,858 and $ 6,881

are included in general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively.

Total short-term

lease expenses of $ 12,237 and $ 17,200 are included in general and administrative expenses for the nine months ended September 30, 2025

and 2024, respectively.

5 unchanged sentences

Total lease liabilities

of June 30, 2025, the aggregate future minimum rental payments under non-cancelable agreements are as follows:

of September 30, 2025, the aggregate future minimum rental payments under non-cancelable agreements are as follows:

SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS

Maturity of Lease Liabilities

12 months ended June 30, 2026

12 months ended June 30, 2027

12 months ended June 30, 2028

12 months ended September 30, 2026

12 months ended September 30, 2027

Total undiscounted lease payments

15 unchanged sentences

At times, these balances may exceed the insurance limits.

As of June 30, 2025 and December 31, 2024,

As of September 30, 2025 and December 31,

2024, uninsured cash balances were $ 2,423,186 and $ 3,861,339 , respectively.

the three and six months ended June 30, 2025, five suppliers accounted for approximately over 59 % and 70 % of the Company’s total

the three and nine months ended September 30, 2025, five suppliers accounted for approximately 68 % and 65 % of the Company’s total

costs of revenue, respectively.

the three and six months ended June 30, 2024, five suppliers accounted for approximately over 44 %

of the Company’s total costs of revenue, respectively.

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

costs of revenue, respectively.

16 — CORRECTION OF AN IMMATERIAL ERRORS IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

the year ended December 31, 2024, the Company identified an immaterial error related to amounts allocated to Temporary Equity in its

previously issued financial statements for the three months ended March 31, 2024.

error resulted in an overstatement of Retained Earnings and a corresponding understatement of Temporary Equity by approximately $ 645,860

for the three months ended March 31, 2024.

There was no impact on net income, earnings per share, or total equity for any period presented.

the period ended June 30, 2025, the Company identified an immaterial-errors related to foreign currency translation adjustment and unrealized

gain on convertible note receivable- related party in its previously issued financial statements for the year ended December 31, 2024.

first error resulted in an understatement of general and administrative expenses and a corresponding overstatement of foreign currency

translation adjustment by approximately $ 159,263 for the year ended December 31, 2024.

There was $ 159,263 increase on net loss, a ($ 0.04 )

decreases in earnings per share, and a $ 159,263 decrease in total equity.

second error resulted in an understatement of unrealized gain on convertible note receivable – related party and a corresponding

overstatement of additional paid in capital by approximately $ 287,812 for the year ended December 31, 2024.

There was no impact on total

equity for the period presented.

accompanying comparative 2024 financial statements have been revised to correct these errors.

The Company has evaluated the errors in

accordance with the SEC’s Staff Accounting Bulletin No.

99 and SAB No.

108 and concluded that they were not material to its previously

issued financial statements and therefore has been corrected herein through revision.

the period ended June 30, 2025, the Company had immaterial error related to presentation of Non-controlling interests, which have been

reclassified along with the filing for the period ended September 30, 2025.

the period ended June 30, 2025, the Company had immaterial error related to presentation of certain related party balances which have

been reclassified along with the filing for the period ended September 30, 2025.

There was no impact on the net loss from the reclassification.

Company has also reclassified the fair value hierarchy for certain investments with related parties for prior filing and would continue

to evaluate whether to apply this consistently.

There was no impact on the fair value for those investments from those reclassifications.

17— SUBSEQUENT EVENTS

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

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

Company has evaluated all subsequent events and transactions through October 21, 2025, the date that the consolidated financial statements

were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than noted below:

Purchase Agreement with SHRG

October 6, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation (“SHRG”),

pursuant to which SHRG issued a convertible promissory note to the Company in the amount of $ 200,000 , the indebtedness thereunder being

convertible into SHRG common stock at $ 0.006 per share at HWH’s option until maturity of the convertible note three ( 3 ) years from

the date of the securities purchase agreement.

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