What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-22 compared with 2025-08-14 · 117 added, 90 removed, 304 unchanged (41% of the section changed)

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(“F&BPLQ”) was driven by the unsustainable revenue it generated.

We believe it is

more strategic to refocus our efforts and resources on other business ventures that have greater growth potential.

In August 2025 and

September 2025, the Company’s decision to close the café under Ketomei Pte.

Ltd.(“KPL”) and Hapi Café

(“HCKI”), respectively, both were driven by the unsustainable revenue they generated.

We believe it is more strategic

to refocus our efforts and resources on other F&B business ventures that have greater growth potential.

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.

(“Alset F&B One”) to the

Buyer 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.

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

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Revenue Model

total revenue for the three months ended June 30, 2025 and 2024 was $310,391 and $334,882, respectively.

Our total revenue for the six

months ended June 30, 2025 and 2024 was $605,588 and $620,992, respectively.

Our net loss for the three months ended June 30, 2025 and

2024 was $675,774 and $403,641, respectively.

Our net loss for the six months ended June 30, 2025 and 2024 was $1,162,746 and $1,740,160,

respectively.

currently recognize revenue from food and beverage sales, which accounted for approximately 100% of revenue in the three and six months

ended June 30, 2025 and 2024.

a geographical perspective, we recognized 10% and 90% of our total revenue in the three months ended on June 30, 2025, in South Korea

and Singapore, respectively, and 6% and 94% in the three months ended June 30, 2024, in South Korea and Singapore, respectively.

a geographical perspective, we recognized 10% and 90% of our total revenue in the six months ended on June 30, 2025, in South Korea and

Singapore, respectively, and 5% and 95% in the six months ended June 30, 2024, in South Korea and Singapore, respectively.

total revenue for the three months ended September 30, 2025 and 2024 was $206,778 and $345,523, respectively.

Our total revenue for the

nine months ended September 30, 2025 and 2024 was $812,366 and $966,515, respectively.

Our net loss for the three months ended September

30, 2025 and 2024 was $299,618 and $537,143, respectively.

Our net loss for the nine months ended September 30, 2025 and 2024 was $710,613

and $2,277,303, respectively.

currently recognize revenue from food and beverage sales, which accounted for approximately 100% of revenue in the three and nine months

ended September 30, 2025 and 2024.

a geographical perspective, we recognized 3% and 97% of our total revenue in the three months ended on September 30, 2025, in South Korea

and Singapore, respectively, and 6% and 94% in the three months ended September 30, 2024, in South Korea and Singapore, respectively.

From a geographical perspective, we recognized 9% and 91% of our total revenue in the nine months ended on September 30, 2025, in South

Korea and Singapore, respectively, and 5% and 95% in the nine months ended September 30, 2024, in South Korea and Singapore, respectively.

that May or Are Currently Affecting Our Business

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following the original sale.

Product returns for the three and six months ended June 30, 2025, and 2024 were approximately $0.

Product returns for the three and nine months ended September 30, 2025, and 2024 were approximately $0.

and Beverage:

The revenue received from food and beverage business in the three months ended June 30, 2025 and 2024 was $310,391

and $334,882, respectively.

The revenue received from food and beverage business in the six months ended June 30, 2025 and 2024 was $605,588

The revenue received from food and beverage business in the three months ended September 30, 2025 and 2024 was $206,778

and $345,523, respectively.

The revenue received from food and beverage business in the nine months ended September 30, 2025 and 2024

was $812,366 and $966,515, 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, 2025 and 2024

Three Months Ended June 30,

Six Months Ended June 30,

of Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenue

Operating expenses

Other non-operating income

Other non-operating expenses / (income)

Provision for income taxes

Net income (loss)

$ (1,740,160 )

was $310,391 and $334,882 for the three months ended June 30, 2025 and 2024, respectively.

Revenue was $605,588 and $620,992 for the

six months ended June 30, 2025 and 2024, respectively.

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

significant drivers of our revenue and revenue potential.

Our revenue increased in 2025 due to the increased revenue from F&B business

in Singapore following the opening of new café in April 2024.

of revenues increased from $169,969 in the three months ended June 30, 2024 to $161,501 in the three months ended June 30, 2025.

of revenues increased from $292,782 in the six months ended June 30, 2024 to $309,104 in the six months ended June 30, 2025.

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

gross margin increased from $164,913 to $148,890 in the three months ended June 30, 2024 and 2025.

The gross margin increased from $328,210

to $296,484 in the six months ended June 30, 2024 and 2025.

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

expenses decreased from $654,740 to $488,681 in the three months ended June 30, 2024 and 2025, respectively, due to general and

administrative expenses decrease from $654,740 to $488,681 in the three months ended June 30, 2024 and 2025.

was $206,778 and $345,523 for the three months ended September 30, 2025 and 2024, respectively.

Revenue was $812,366 and $966,515 for

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

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

spaces are significant drivers of our revenue and revenue potential.

Our revenue decreased in 2025 due to the cessation of operations

of cafes located in Singapore and Korea in August and September 2025.

of revenue decreased from $185,654 in the three months ended September 30, 2024 to $83,196 in the three months ended September 30, 2025.

Cost of revenue decreased from $478,436 in the nine months ended September 30, 2024 to $392,300 in the nine months ended September 30,

The decrease is a result of the cessation of operations of cafes located in Singapore and Korea in August and September 2025.

gross margin decreased from $159,869 to $123,582 in the three months ended September 30, 2024 and 2025.

The gross margin decreased from

$488,079 to $420,066 in the nine months ended September 30, 2024 and 2025.

The decrease in gross margin is a result of the cessation

of operations of cafes located in Singapore and Korea in August and September 2025.

expenses decreased from $487,394 to $369,978 in the three months ended September 30, 2024 and 2025, respectively, due to general and

administrative expenses decrease from $487,394 to $324,976 in the three months ended September 30, 2024 and 2025.

Operating expenses

decreased from $2,150,123 to $1,230,403 in the six months ended June 30, 2024 and 2025, due to general and administrative expenses

decrease from $1,783,931 to $1,152,923 in the six months ended June 30, 2024 and 2025.

decreased from $2,637,517 to $1,600,381 in the nine months ended September 30, 2024 and 2025, due to general and administrative expenses

decrease from $2,271,325 to $1,477,899 in the nine months ended September 30, 2024 and 2025.

The decrease in general and administrative

expenses in 2025 compared to 2024 was primarily due to lower professional fees related to the 10-Q and S-4 filings.

expenses in 2025 compared to 2024 was primarily due to lower professional fees related to the 10-Q and S-4 filings, and the cafes closed

in third quarter of 2025.

non-operating income (expense)

non-operating income increased from $86,186 to $415,768 in the three months ended June 30, 2024 and 2025, mainly due

to gain on disposal of subsidiaries from $0 to $383,667 in the three months ended June 30, 2024 and 2025.

Other non-operating income

increased from $81,753 to $565,872 in the six months ended June 30, 2024 and 2025, primarily due to

decline gain on disposal of subsidiaries from $0 to $383,667 in the six months ended June 30, 2024 and 2025.

income (loss )

(loss) increased from $(403,641) to net income $75,977 in the three months ended June 30, 2024 and 2025.

non-operating expenses decreased from $209,618 to $48,698 in the three months ended September 30, 2024 and 2025, mainly due to a

decrease in unrealized loss on convertible note receivable – related party from $374,329 to $71,221 in the three months ended

September 30, 2024 and 2025.

Other non-operating expenses decreased from $127,865 to other income of $517,174 in the nine months

ended September 30, 2024 and 2025, primarily due to a decline in gain on disposal of subsidiaries from $0 to $383,677 in the nine

months ended September 30, 2024 and 2025.

loss decreased from $537,143 to $299,618 in the three months ended September 30, 2024 and 2025.

Net loss decreased from $2,277,303

$1,740,160 to $410,995 in the six months ended June 30, 2024 and 2025.

to $710,613 in the nine months ended September 30, 2024 and 2025.

and Capital Resources

cash has decreased from $4,341,746 as of December 31, 2024 to $3,729,873 as of June 30, 2025.

cash has decreased from $4,341,746 as of December 31, 2024 to $2,897,972 as of September 30, 2025.

Our liabilities decreased from $3,531,523

at December 31, 2024 to $7,282,177 at June 30, 2025.

at December 31, 2024 to $2,276,968 at September 30, 2025.

Our total assets have increased from $6,408,722 as of December 31, 2024 to

as of June 30, 2025.

$5,184,394 as of September 30, 2025.

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

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(the “Credit Facility”) which provides a maximum, aggregate credit line of up to $1,000,000.

As of June 30, 2025, there are

no outstanding amounts related to the Credit Facility, as the debt with Alset Inc.

As of September 30, 2025, there

are no outstanding amounts related to the Credit Facility, as the debt with Alset Inc.

was converted to equity on September 24, 2024.

remaining credit of $700,000 is available for draw as on June 30, 2025.

The remaining credit of $700,000 is available for draw as on September 30, 2025.

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

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

As of June 30, 2025,

As of September 30,

2025, AIL was released from this commitment.

of Cash Flows for the Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30,

of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30,

Net cash used in operating activities

1 unchanged sentence

Net cash (used in) / provided by investing activities

$ (1,015,281 )

Net cash provided by / (used in) financing activities

1 unchanged sentence

Flows from Operating Activities

cash used in operating activities was $528,424 in the six months ended of June 30, 2025, as compared to net cash used in operating activities

of $1,129,040 in the same period of 2024.

The decrease of cash used in operating activities in the six months ended June 30, 2025 was

due to gain on disposal of subsidiaries $383,667 generated during disposal of HWH World Inc.

cash used in operating activities was $728,326 in the nine months ended of September 30, 2025, as compared to net cash used in operating

activities of $1,404,073 in the same period of 2024.

The decrease of cash used in operating activities in the nine months ended September

30, 2025 was due to gain on disposal of subsidiary of $383,677 generated during disposal of HWH World Inc.

Flows from Investing Activities

cash used in investing activities was $741,523 in the six months of June 30, 2025, as compared to net cash provided by investing activities

of $20,554,735 in the same period of 2024.

In the six months ended June 30, 2025 we paid $360,000 for convertible note receivable –

related party, $280,000 paid for the loans receivable – related party and $100,152 for purchase of financial assets.

months ended June 30, 2024 we paid $28,023 for purchases of property and equipment, $750,000 for convertible note receivable –

related party, $14,010 for investment in joint venture, received $21,102,871 from cash withdrawn from trust account for redemptions and

$243,897 from cash withdrawn from trust account available to the Company.

cash used in investing activities was $1,015,281 in the nine months of September 30, 2025, as compared to net cash provided by investing

activities of $20,451,688 in the same period of 2024.

In the nine months ended September 30, 2025 we paid $430,000 for convertible note

receivable – related party, $280,000 paid for the loans receivable – related party, $54,621 for investment in associate –

related party and $207,933 for purchase of marketable securities.

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.

Flows from Financing Activities

cash provided by financing activities was $578,857 in the six months ended June 30, 2025, compared to net cash used in financing

cash provided by financing activities was $1,203,307 in the nine months ended September 30, 2025, compared to net cash used in financing

activities of $19,405,313 in the same period of 2024.

In the six months ended June 30, 2025 we received $1,409,983 from issuance of

common stock and warrants, repaid $240,792 of note payable, repaid $1,631,936 to related parties and received $1,055,702 from

related parties.

In the six months ended June 30, 2024 we used in $21,102,871 in proceed of issuance of common stock, $2,375,897

repaid to related parties, $325,000 for deferred underwriting compensation, and $71,194 repaid to loans and borrowing, we received

$4,132,999 from related parties.

In the nine months ended September 30, 2025 we received $1,409,983 from issuance

of common stock and warrants and repaid $240,750 of note payable.

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

from related party, and redeemed $21,102,871 of class A common stock.

March 7, 2024, we received notice from Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, because the market value of our

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The Company is currently listed on the Nasdaq Capital

of June 30, 2025, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations

or long-term liabilities.

of September 30, 2025, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase

obligations or long-term liabilities.

Administrative

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in the Company for cash, securities or other property.

believe that inflation has not had a material impact on our results of operations for the six months ended June 30, 2025 or the year

ended December 31, 2024.

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

believe that inflation has not had a material impact on our results of operations for the nine months ended September 30, 2025 or the

year ended December 31, 2024.

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

financial condition.

of Foreign Exchange Rates

effects 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 $0.8 million and $0.9 million on June 30, 2025 and December 31, 2024, respectively, are the reason

Korea and which were approximately $0.23 million and $0.9 million on September 30, 2025 and December 31, 2024, respectively, are the reason

for the fluctuation in foreign currency transaction gains or losses which are included in the Consolidated Statements of Operations and

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order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most

recently for its financial reporting as of June 30, 2025.

This assessment was based on criteria for effective internal control over financial

reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway

In connection with management’s evaluation of the effectiveness of our Company’s internal control over financial

reporting as of June 30, 2025, management determined that the following issues constitute as material weakness:

recently for its financial reporting as of September 30, 2025.

This assessment was based on criteria for effective internal control over

financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO)

of the Treadway Commission.

In connection with management’s evaluation of the effectiveness of our Company’s internal control

over financial reporting as of September 30, 2025, management determined that the following issues constitute as material weakness:

Company has limited accounting personnel, and as such, is unable to properly segregate duties relating to the Company’s internal

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of the SEC that permit us to provide only management’s report in this prospectus.

of Chief Executive Officer

October 3, 2025, John “JT” Thatch resigned from the position of Chief Executive Officer of HWH International Inc.

of New Chief Executive Officer

October 3, 2025, Chan Heng Fai, the Chairman of the Board of Directors of the Company, was appointed as the Chief Executive Officer of

of New Member of the Board of Directors

October 3, 2025, Lim Sheng Hon Danny (Danny Lim), the Company’s Chief Operating Officer, was appointed as a member of the Company’s

board of directors.

Quantitative and Qualitative Disclosures About Market Risk.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis