What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-26 compared with 2025-03-31 · 36 added, 20 removed, 61 unchanged (48% of the section changed)

6 unchanged sentences

Nasdaq Capital Market.

of December 31, 2024, the Company had eight stockholders of record.

The number of holders of record does not include a substantially

greater number of “street name” holders or beneficial holders whose shares of the Company’s common stock are held of

record by banks, brokers and other financial institutions.

of December 31, 2025, the Company had six stockholders of record.

The number of holders of record does not include a substantially greater

number of “street name” holders or beneficial holders whose shares of the Company’s common stock are held of record

by banks, brokers and other financial institutions.

have never declared or paid cash dividends on our capital stock.

33 unchanged sentences

underwriting agreement.

December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the “Satisfaction Agreement”)

in connection with the Underwriting Agreement, dated January 31, 2022 (the “Underwriting Agreement”), with EF Hutton, LLC

(“EF Hutton”) (now known as D.

Boral Capital LLC), in which, pursuant to that certain Underwriting Agreement, the Company

was due to pay $3,018,750 to EF Hutton as deferred underwriting commission (the “Deferred Underwriting Commission”) upon

the closing of the Business Combination.

In lieu of the Company tendering the full amount of Deferred Underwriting Commission, the Company

and EF Hutton entered into the Satisfaction Agreement, pursuant to which EF Hutton accepted a combination of $325,000 in cash (the “Cash

Payment”) paid upon the closing of the Business Combination, 149,443 shares of the Company’s common stock (the “Shares”)

and a $1,184,375 promissory note (the “Promissory Note”) as full satisfaction of the Deferred Underwriting Commission.

and discharge of the Deferred Underwriting Commission depended on the Company’s delivery of the Cash Payment, the Shares and the

Promissory Note under the terms of the Satisfaction Agreement.

Additionally, the Company has granted EF Hutton an irrevocable right of

first refusal (the “ROFR”) to act as the sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s

sole discretion, for each and every future public and private equity and debt offering, including all equity linked financing for a period

commencing on the date of the satisfaction and ending twenty-four months after the closing of the business combination.

December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the “Satisfaction

Agreement”) in connection with the Underwriting Agreement, dated January 31, 2022 (the “Underwriting Agreement”),

Boral Capital, LLC (“D.

Boral Capital”) (formerly known as EF Hutton, LLC), in which, pursuant to that

certain Underwriting Agreement, the Company was due to pay $3,018,750 to D.

Boral Capital as deferred underwriting commission (the

“Deferred Underwriting Commission”) upon the closing of the Business Combination.

In lieu of the Company tendering the

full amount of Deferred Underwriting Commission, the Company and D.

Boral Capital entered into the Satisfaction Agreement, pursuant to

Boral Capital accepted a combination of $325,000 in cash (the “Cash Payment”) paid upon the closing of the Business

Combination, 149,443 shares of the Company’s common stock (the “Shares”) and a $1,184,375 promissory note (the

“Promissory Note”) as full satisfaction of the Deferred Underwriting Commission.

Satisfaction and discharge of the

Deferred Underwriting Commission depended on the Company’s delivery of the Cash Payment, the Shares and the Promissory Note

under the terms of the Satisfaction Agreement.

Additionally, the Company has granted D.

Boral Capital an irrevocable right of first refusal

(the “ROFR”) to act as the sole investment banker, sole book-runner, and/or sole placement agent, at D.

Boral Capital’s

sole discretion, for each and every future public and private equity and debt offering, including all equity linked financing for a

period commencing on the date of the satisfaction and ending twenty-four months after the closing of the business

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

15 unchanged sentences

non-accountable expense allowance equal to 1.0% of the gross proceeds, and reimbursement for legal and out-of-pocket expenses up to $75,000.

October 20, 2025, the Company entered into an agreement and plan of merger (“Merger Agreement”) with HWH International Inc.,

a Nevada corporation and a wholly owned subsidiary of the Company (the “New HWH”).

The Company has determined it advisable

and in the best interests of such corporation and its stockholders that the Company merge with and into the New HWH, with the New HWH

being the surviving corporation (the “ Merger ”), upon the terms and subject to the conditions set forth in the Merger

The Merger was completed on November 14, 2025.

After the Merger, the total number of shares of capital stock which the New

HWH has the authority to issue is five hundred million (500,000,000), of which (i) four hundred and fifty million (450,000,000) shares

are designated as common stock, par value of $0.0001 per share, which shares shall not be subject to any preemptive rights, and (ii)

fifty million (50,000,000) shares of preferred stock, par value of $0.0001 per share.

of Equity Securities by the issuer and affiliated purchasers

1 unchanged sentence

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 5. Market for Registrant’s Common Equity