What changed in this filing

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Item 1. Business

2026-03-26 compared with 2025-03-31 · 155 added, 133 removed, 98 unchanged (75% of the section changed)

Company was incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp.

The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

On February 3, 2022, the Company completed its Initial Public Offering.

The Company consummated the Business Combination on January 9, 2024 and changed its name from “Alset Capital Acquisition Corp.”

to “HWH International Inc.”

business we acquired in January of 2024 started in South Korea with a single-level membership marketing model with limited products for

We registered the business on April 1, 2019, and we started selling founders packages on July 1, 2019.

While we had been profitable

and growing, the COVID-19 pandemic had a material adverse effect on such growth and profits.

We created a new corporate structure, with

subsidiaries in the United States, Hong Kong and Singapore, that would allow for quick geographical expansion and turning our focus to

the Hapi Café development.

have 9,811 individuals with founding member status.

This is a privileged class that will be able to enjoy continuous membership benefits

given that they have trusted the Company and joined at an early stage.

Such benefits include the ability to purchase new future memberships,

in the model described below, at a favorable rate to be determined by the Company.

They will also continue to be able to earn affiliate

commissions as they sell our products in the marketplace and enjoy discounted rates when visiting Hapi Cafés until further notice.

The total number of founding members was capped at 10,000.

The Company is in the midst of implementing a new membership model.

we are not currently selling memberships, we intend to resume membership sales under this new model.

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

passive income through affiliate commissions at Hapi Marketplace.

operations include:

Marketplace, which offers certain products at a discounted price to our members.

Hapi Marketplace, HWH’s online consumer

marketplace, went live in September of 2024, and now offers over 6,500 products from manufacturers and wholesalers, including a wide

range of items such as bathroom supplies, fashion products, accessories, cosmetics, and health supplements.

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

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

Each of our cafés is a “Hapi

Café.” We opened proof-of-concept Hapi Café locations in Seoul, South Korea and Singapore in May 2022, July 2022

and April 2024, respectively, and plan to open additional Hapi Cafés as we beta test and further improve our business concept.

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

Hapi Cafe is positioned to be an integral

part of HWH’s business model.

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

our travel business, we plan to offer exclusive access to unpublished rates and discounts on air travel, cruises, car rentals,

hotels, and resorts for members.

We have made a minority investment into a travel agency with a HK, China and Malaysia presence.

focus is primarily on educational tours for China’s primary and secondary school students visiting attractions and tours in

China and overseas.

We also conduct business for hotel booking offers to a hotel booking platform as well as organizing tour

conferences for groups and communities.

The Company shall continue develop consumer traveling services and hotel booking services in

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

financial informational 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

We have completed a soft launch with Hapi Cafe China to build the credibility and reputation of the Company and its Hapi Wealth Builder business, which we intend to launch later

Company was originally incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp.

The Company was formed

for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

combination with one or more businesses (the “Business Combination”).

The Company consummated the Business Combination on

January 9, 2024 and changed its name from “Alset Capital Acquisition Corp.” to “HWH International Inc.” The Company

is an early stage and smaller reporting company and, as such, the Company is subject to all of the risks associated with early stage

and emerging growth companies.

January 6, 2025, the Company announced the closing of its previously disclosed public offering of 632,500 shares of common stock,

par value $0.0001 per share (the “Shares”) (following the 1-for-5 reverse stock split;

equivalent to 3,162,500 shares

pre-split) and 250,000 pre-funded warrants (following the 1-for-5 reverse stock split;

equivalent to 1,250,000 warrants pre-split)

to purchase shares of common stock (“Pre-Funded Warrants”).

The Shares and Pre-Funded Warrants were offered at a public

offering price of $2.00 per share and $1.9995 per Pre-Funded Warrant.

The Pre-Funded Warrants are exercisable immediately upon

issuance and have an exercise price of $0.0001 per share.

The gross proceeds to the Company from the offering were approximately

$1.76 million, before deducting placement agent fees and other offering expenses.

Each of the amounts of warrants and shares and the

prices thereof in the foregoing paragraph are adjusted for a 1-for-5 reverse stock split of the Company’s stock split

effective on February 24, 2025.

November 14, 2025, the Company completed a merger pursuant to which the Delaware parent merged with and into its wholly owned Nevada

subsidiary, with the Nevada entity surviving.

As a result, HWH International Inc., a Nevada corporation, succeeded to all assets and

liabilities of the former parent and became the publicly traded registrant.

The transaction constituted a change in legal domicile only,

with each outstanding share converting on a one-for-one basis, and had no impact on the Company’s consolidated financial position,

results of operations, or cash flows.

The Company is the successor issuer under Rule 12g-3 of the Securities Exchange Act of 1934.

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

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.

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.).

We are expanding the product range into robotics for consumer and commercial markets.

As of December 31,

2025, this project was not launched yet.

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

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

The cafes are designed to operate sustainably

as standalone businesses.

The cafes also seek to be an avenue to create awareness to and educate potential and existing customers about

the products and services of HWH, providing us with the chance to significantly increase our customer base as well as increase the amounts

spent by our customers on our affiliates’ products and services.

Each of our cafés is a “Hapi Café.”

We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July 2022, respectively,

one more opened in Seoul, the Republic of Korea in May 2024.

We plan to open additional Hapi Cafés as we beta test and further

improve our business concept.

We intend to grow our customer base as we grow the number of Hapi Cafés around the world.

are positioned to be integral parts of HWH’s business model.

In June 2024, the Company’s decision to close the café

under Alset F&B (PLQ) Pte.

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

In August 2025 and

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

(“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 (the “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 continues to own 20% of Alset F&B One as of December 31, 2025.

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 customers.

Hapi Wealth Builder 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.

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

in equity investment and wealth-building strategies.

We are targeting a rollout in selected regions later in 2026.

further 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.

the COVID-19 pandemic, we believe people are looking for in-person communities.

By offering a social and business centric atmosphere

at our Hapi Cafés, we plan to leverage this deeply-rooted desire and build a membership organization, increase their familiarity

with and educate them about the products and services of our affiliates and how those products and services can help them in their own

individual pursuits of health, wealth and happiness.

strategy is to continuously grow our membership base, while displaying to our members the added benefits of the higher tiers of membership.

We will look to accomplish this by providing a comfortable in person setting of a Hapi Café for our customers in many more locations.

We also plan to continually expand our product offerings and the services our affiliate companies can provide in the belief that this

can serve to grow our membership base and have our members increasingly opt to avail themselves of membership options that offer them

larger discounts and other benefits on the products and services of our affiliates.

at our Hapi Cafés, we plan to leverage this deeply-rooted desire to educate them about the products and services of our affiliates

and how those products and services can help them in their own individual pursuits of health, wealth and happiness.

strategy is to continuously grow our F&B business.

We will look to accomplish this by providing a comfortable in person setting of

a Hapi Café for our customers in many more locations.

We also plan to continually expand our product offerings and the services

our affiliate companies can provide in the belief that this can serve to grow our membership base and have our members increasingly opt

to avail themselves of membership options that offer them larger discounts and other benefits on the products and services of our affiliates.

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

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or until March 3, 2025, (the “Compliance Date”), to regain compliance with the Bid Price Requirement.

February 18, 2025, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation

with the Delaware Secretary of State to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”).

The Reverse Stock

Split became effective as of market open on February 24, 2025.

March 10, 2025, the Company received written notice (the “Compliance Notice”) from Nasdaq informing the Company that it has

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compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed.

The Company is currently listed on the Nasdaq Capital Market.

February 18, 2025, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation

with the Delaware Secretary of State to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”).

The Reverse Stock

Split became effective as of market open on February 24, 2025.

The par value of the common stock following the reverse stock split remains

at $0.001 per share.

The reverse stock split has been retroactively applied to all financial statements presented.

The Company remains listed on the Nasdaq Capital

of December 31, 2025 and 2024, the total outstanding common shares of the Company were 7,476,400 and 5,593,920, respectively

the total outstanding

class A common shares of the Company were 0 and 94,750, respectively;

the total outstanding class B common shares of the Company were

0 and 431,250, respectively.

April 24, 2024, we entered into a Credit Facility Agreement (the “Credit Agreement”) with Alset Inc., a Texas corporation

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

and the Company’s indirect, majority stockholder, pursuant to which Alset Inc.

has provided the Company a line of credit facility

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

As of December 31, 2024, $300,000 credit was used and $700,000 is available to use in the future.

has provided the Company a non-revolving line of

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

$300,000 was drawn from the loan, which was converted to equity on September 24, 2024.

The remaining credit of $700,000 is available

for draw as on December 31, 2025.

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

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at the first (1 st ) anniversary of the effective date of the Credit Agreement.

HWH may at any time during the term of the Credit Agreement

prepay a portion or all amounts of its indebtedness without penalty.

Each advance shall not be secured by a lien or other encumbrance

on any HWH assets, but shall be solely a general unsecured debt obligation of HWH.

The Company may at any time during the term

of the Credit Agreement prepay a portion or all amounts of its indebtedness without penalty.

Each advance shall not be secured by a lien

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

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.

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.

Conversion Agreements

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or collectively, the “Agreements”):

(i) Alset International Limited (the Company’s majority stockholder);

(i) Alset International Limited (a fellow subsidiary of the common parent company, Alset

and (ii) Alset Inc.

(which is Alset International Limited’s majority stockholder).

Each Agreement converts debt owed by the Company to the

respective creditor into shares of the Company’s common stock.

The Agreements are substantially the same with the exception of

the amount of debt to be converted under each.

Each Agreement converts debt owed by

the Company to the respective creditor into shares of the Company’s common stock.

The Agreements are substantially the same with

the exception of the amount of debt to be converted under each.

the terms of their respective agreements, Alset Inc.

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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.

subsidiaries owned 86.6% of the issued and outstanding shares of HWH common stock (which was subsequently reduced to 67.74% at December

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.

AEI is the majority shareholder of the Company.

investments are intended to support the growth and development of HWH.

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Company has incurred continuing losses from its operations and has a working capital deficit of $1,692,996 as of December 31, 2025.

There are no assurances the Company will be able to raise capital

on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs.

If the Company

is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business, which could harm

its financial condition and operating results.

These conditions

raise substantial doubt about the Company’s ability to continue ongoing operations.

However, the Company believes that the available

cash in the Company’s bank accounts, anticipated cash from operations, and financing availability from related parties are sufficient

to fund our operations for at least the next 12 months.

On April 24, 2024, the Company

entered into a Credit Facility Agreement (the “Agreement”) with Alset Inc., a Texas corporation and the Company’s indirect,

majority stockholder, pursuant to which Alset Inc.

has provided the Company a line of credit facility (the “Credit Facility”)

which provides a maximum, aggregate credit line of up to $1,000,000.

As of December 31, 2024, there are no outstanding amounts related

to the Credit Facility, as the debt with Alset Inc.

are no assurances the Company will be able to raise capital on acceptable terms or that cash flows generated from its operations will

be sufficient to meet its current operating costs.

If the Company is unable to obtain sufficient amounts of additional capital, it may

be required to reduce the scope of its business, which could harm its financial condition and operating results.

conditions raise substantial doubt about the Company’s ability to continue ongoing operations.

However, the Company believes that

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

are sufficient to fund our operations for at least the next 12 months.

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

and the Company’s indirect, majority stockholder, pursuant to which Alset Inc.

has provided the Company a line of credit facility

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

As of December 31, 2024, there

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

was converted to equity on September 24, 2024.

The remaining credit of $700,000 is

available for draw as on December 31, 2024.

Pursuant to the Agreement, the

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

Each advance shall bear a simple interest rate

of three percent (3%) per annum.

Each Advance and all accrued but unpaid interest shall be due and payable at the first (1st) anniversary

of the effective date of the Agreement.

HWH may at any time during the term of the Agreement prepay a portion or all amounts of its indebtedness

without penalty.

Each Advance shall not be secured by a lien or other encumbrance on any HWH assets, but shall be solely a general unsecured

debt obligation of the Company.

The Company has obtained letters of financial support from Alset International Limited and Alset Inc., an indirect

and direct owner of the Company, respectively.

Alset International Limited and Alset Inc.

committed to provide any additional funding

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

The remaining credit of $700,000 is available for draw as of December 31, 2025.

Company has obtained a letter of financial support from Alset Inc., the Company’s corporate parent.

committed to provide

any additional funding required by the Company and would not demand repayment through twelve months from the issuance of the consolidated

financial statements included in this filing.

Organizational Chart:

the present time, the Company has 16 employees.

The Company had an agreement with Alset Management Group, Inc., pursuant to which, for

a fee, Alset Management Group, Inc.

provided the Company with secretarial and administrative services.

This agreement expired at the

time of closing of Business Combination.

As of December 31, 2025 the Company had 4 employees.

Our largest stockholder, Alset Inc., has provided staff without charge to our Company

at no incremental effort or cost to Alset’s own operations.

We intend to outsource many functions of our business in the immediate

anticipate filing additional trademark applications as we expand into new areas of business.

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name Alset Capital Acquisition Corp.

The Company is an early stage and emerging growth company and, as such, the Company is subject to

all of the risks associated with early stage and emerging growth companies.

We reincorporated in Nevada on November 14, 2025.

The Company is an early stage and emerging growth

company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Company is subject to the information requirements of the Exchange Act, and, in accordance therewith, files annual, quarterly, and special

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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-K

Item 1. Business