What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-26 compared with 2025-03-31 · 193 added, 260 removed, 224 unchanged (67% of the section changed)

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International Inc.

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

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

The F&B business operates four cafés, two of which

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

previously operated a membership model in which individuals paid an upfront membership fee to become members.

As members, these individuals

received discounted access to products and services offered by the Company’s affiliates.

The Company had approximately 9,811 members,

primarily in South Korea.

Currently, this membership business has been temporarily suspended, however the Company intends to resume this

business following the ongoing restructuring of the membership model.

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

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

The F&B business operates one café in Singapore.

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.

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corporation and a wholly owned subsidiary of the Company (“Merger Sub”).

The Company and Merger Sub are sometimes referred

to collectively as the “ACAX Parties.” Pursuant to the Merger Agreement, a Business Combination between the Company and the

Target was effected through the merger of Merger Sub with and into HWH Nevada, with the Target surviving the merger as a wholly owned

subsidiary of the Company (the “Merger”).

Upon the closing of the Merger (the “Closing”) on January 9, 2024,

the Company changed its name to “HWH International Inc.” The board of directors of the Company (i) approved and declared

advisable the Merger Agreement, the Ancillary Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby

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

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

The Merger was consummated following

the receipt of the required approval by the stockholders of the Company and the shareholders of the Target and the satisfaction of certain

other customary closing conditions.

total consideration paid at the Closing (the “Merger Consideration”) by the Company to the Target’s shareholders was

$125,000,000, and was payable in shares of the common stock, par value $0.0001 per share, of the Company (“Company Common Stock”).

The number of shares of the Company Common Stock paid to the shareholders of the Target as Merger Consideration was 12,500,000, with

each share being valued at $10.00.

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

We registered

the business on April 1, 2019, and we started selling founders package 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.

Due to the decline in membership and revenue starting in

2020, we reorganized our internal staff by adding a broader team in each of the United States, Hong Kong and Singapore with direct selling

and business development experience to head up and expand our operations across various geographies and revised our business plan to

a tiered membership model in 2022, with more products and services to be made available to our members.

We created a new corporate structure,

with subsidiaries in the U.S., Hong Kong and Singapore, that would allow for quick geographical expansion and turned 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

in time to come, given that they have trusted the Company and joined at an early stage.

Such benefits include the ability to purchase

new 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 that operates on a yearly subscription basis.

While 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 can earn

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

operations include:

Pursuant to the Merger Agreement, the Business Combination

between the Company and the Target was effected through the merger of Merger Sub with and into HWH Nevada, with the Target surviving

the merger as a wholly owned subsidiary of the Company (the “Merger”).

Upon the closing of the Merger (the “Closing”)

on January 9, 2024, the Company changed its name to “HWH International Inc.” The board of directors of the Company (i) approved

and declared advisable the Merger Agreement, the Ancillary Agreements (as defined in the Merger Agreement) and the transactions contemplated

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

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 were 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.

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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.

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.

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 members about

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

amounts spent by our members on our affiliates’ products and services.

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.

and 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 memberships as we grow the number of Hapi Cafés around the world.

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.

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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.

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

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

resorts for members.

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

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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 2025

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 as well.

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

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December 31, 2025 and 2024 was $2,657,929 and $2,765,767, respectively.

currently recognize revenue from food and beverage sales, sale of products, and memberships to customers.

Sales of food and beverage

accounted for approximately 100% and 98% of revenue in the years ended December 31, 2024, and 2023, respectively.

Sales of memberships

accounted for approximately 0% of revenue in the year ended December 31, 2024, and 2% of revenue in the year ended December 31, 2023.

currently recognize revenue from food and beverage sales, which accounted for approximately 100% of revenue in the years ended December

31, 2025 and 2024.

a geographical perspective, we recognized 8% and 92% of our total revenue in the year ended on December 31, 2025, in South Korea and

Singapore, respectively, and 8% and 92% in the year ended December 31, 2023, in South Korea and Singapore, respectively.

Singapore, respectively, and 6% and 94% of our total revenue in the year ended on December 31, 2024, in South Korea and Singapore, respectively.

that May or Are Currently Affecting Our Business

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Our ability to improve our revenue through cross-selling and revenue-sharing arrangements among our group of companies;

Our ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when

needed, and profitably integrate them into our existing operation;

Our ability to attract competent and skilled technical and sales personnel for each of our businesses at acceptable compensation

levels to manage our overhead;

ability to control our operating expenses as we expand each of our businesses and product and service offerings.

of Significant Accounting Policies

Our ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed,

and profitably integrate them into our existing operation;

Our ability to attract competent and skilled technical and sales personnel for each of our businesses at acceptable compensation levels

to manage our overhead;

Our ability to control our operating expenses as we expand each of our businesses and product and service offerings.

of Critical Accounting Policies

of Presentation and Principles of Consolidation

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Actual results could differ from those estimates.

Recognition and Cost of Sales

The Company’s performance obligation is to transfer ownership of its products to its members.

Recognition and Cost of Revenue

The Company’s performance obligation is to transfer ownership of its products to its customers.

The Company generally

recognizes revenue when a product is delivered to its member.

recognizes revenue when a product is delivered to the customer.

Revenue is recorded net of applicable taxes, allowances, refund or returns.

The Company receives the net sales price in cash or through credit card payments at the point of sale.

any member returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned

Allowances for product and membership returns are provided at the time the sale is recorded.

This accrual is based upon historical

return rates for each country and the relevant return pattern, which reflects anticipated returns to be received over a period of up

to 12 months following the original sale.

Product and membership returns for the years ended December 31, 2024, and 2023 were approximately

$0 and $1,184, respectively.

The Company collects an annual membership fee from its members.

The fee is fixed, paid in full at the time of joining the membership

and is not refundable.

The Company’s performance obligation is to provide its members with the right to (a) purchase products from

the Company, (b) access to certain back-office services, (c) receive commissions and (d) attend corporate events.

The associated performance

obligation is satisfied over time, generally over the term of the membership agreement, which is for a one-year period.

The Company recognizes

revenue from membership fee over the one-year period of membership.

any customer returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned

Allowances for product returns are provided at the time the sale is recorded.

This accrual is based upon historical return rates

for each country and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months

following the original sale.

Product returns for the years ended December 31, 2025, and 2024 were approximately $0.

and Beverage:

The revenue received from food and beverage business in the years ended December 31, 2024, and 2023 was $1,253,577

and $817,761, respectively.

The revenue received from food and beverage business in the years ended December 31, 2025, and 2024 was $866,926 and

$1,253,577, respectively.

Cost of revenue consists of cost of procuring finished goods from suppliers and related shipping and handling fees.

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Operating expenses

Other expenses / (income)

Other (income) / expenses

Provision for income taxes

was $866,926 and $1,253,577 for the years ended December 31, 2025 and 2024, respectively.

Word of mouth, a social media presence,

and the availability of meeting spaces are significant drivers of our revenue and revenue potential.

Our revenue increased in 2024

due to increased customer base from the acquisition of Ketomei Pte.

Limited in Singapore and new café under Hapi Café

in South Korea.

the years ended December 31, 2024 and 2023, our revenue was generated as per the following:

Membership Fee

Product Sales

Food and Beverage

of revenue increased from $334,825 in the year ended December 31, 2023 to $651,721 in the year ended December 31, 2024.

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

commissions decreased from $13,827 to $0 in the years ended December 31, 2023 and 2024, respectively, due to decrease in sale of memberships.

gross margin increased from $495,694 to $601,856 in the years ended December 31, 2023 and 2024, respectively.

The increase of gross margin

was caused by the increase of customer base in F&B revenue.

expenses decreased from $3,402,793 to $3,027,024 in the years ended December 31, 2023 and 2024, respectively, due to general and administrative

expenses decreased from $2,908,895 to $2,646,627 in the years ended December 31, 2023 and 2024, respectively.

The decrease of general

and administrative expenses in 2024 compared with 2023 was mostly caused by the decrease in professional fees paid in relation to pursuing

Business Combination by the Company.

income (expense)

the year ended December 31, 2024, the Company had other expenses of $181,336, compared to the other income of $2,245,820 in the year ended

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, respectively.

of revenue decreased from $651,721 in the year ended December 31, 2024 to $407,199 in the year ended December 31, 2025.

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

gross margin decreased from $601,856 in the year ended December 31, 2024 to $459,727 in the year ended December 31, 2025.

in gross margin is a result of the cessation of operations of cafes located in Singapore and Korea in August and September 2025, respectively.

expenses increased from $3,186,287 in the year ended December 31, 2024 to $3,648,405 in the year ended December 31, 2025, due to the

increase in general and administrative expenses from $2,805,890 in the year ended December 31, 2024 to $3,531,757 in the year ended December

The increase in general and administrative expenses in 2025 compared to 2024 was primarily due to the cost of a bonus of one

million shares of our common stock issued in 2025.

non-operating (income) expense

non-operating expenses was $181,336 in the year ended December 31, 2024 and non-operating income was $578,221 in the year ended

December 31, 2025.

This decrease is due to the decrease in interest income from $2,029,414 to $64,407, and unrealized loss on convertible

note receivable – related party from unrealized profit of $0 to unrealized loss of $379,887 in the years ended December 31,

2023 and 2024, respectively.

the year ended December 31, 2024 the Company had a net loss of $2,606,504, compared to $1,076,662 in the year ended December 31, 2023.

The increase in non-operating income is mainly due to a decrease in unrealized loss on convertible note

receivable and warrants – related party from $379,887 to $146,550 in the years ended December 31, 2024 and 2025, and $383,667

gain on disposal of subsidiaries in the years ended December 31, 2025.

loss decreased from $2,765,767 to $2,657,929 in the years ended December 31, 2024 and 2025, respectively.

and Capital Resources

cash has increased from $1,159,201 as of December 31, 2023 to $4,341,746 as of December 31, 2024.

cash has decreased from $4,341,746 as of December 31, 2024 to $2,085,918 as of December 31, 2025.

Our liabilities decreased from $3,531,523

$6,207,17 8 at December 31, 2023 to $3,531,523 at

December 31, 2024.

Our total assets have decreased from $23,710,684 as of December 31, 2023 to $6,408,722 as of December 31,

at December 31, 2024 to $1,883,133 at December 31, 2025.

Our total assets have decreased from $6,408,722 as of December 31, 2024 to $4,567,858

as of December 31, 2025.

In the year ended December

31, 2025, we incurred a net loss, a loss from operations and negative cash flow from operating cafés during the period.

These factors

raise substantial doubt about our ability to continue as a going concern.

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

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There is no guarantee that we will be able to execute on our plans as laid out above.

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.

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, 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.

This conversion is reflected under

Advances from Related Parties in the cash flow statement.

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

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that might be required should the Company be unable to continue as a going concern.

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.

Company has obtained letters of financial support from Alset Inc., an indirect 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.

of Cash Flows for the Years Ended December 31, 2025 and 2024

Years Ended December 31,

Net cash used in operating activities

$ (1,659,999 )

$ (2,6 00,370 )

Net cash provided by investing activities

Net cash used in financing activities

$ (15,756,940 )

$ (67,4 63,957 )

Ended December 31,

cash used in operating activities

cash (used in) / provided by investing activities

cash provided by / (used in) financing activities

Flows from Operating Activities

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of $1,819,262 in the same period of 2024.

The increase of impairment loss on goodwill and unrealized loss on convertible note receivable

– related party, which reflects the change in the value of the convertible note and was deducted from the net income, led to the decrease of cash used in operating activities in the year ended December 31, 2024.

The decrease of cash used in operating activities in the year ended December 31, 2025 was due

to gain on disposal of subsidiary of $383,667 generated during disposal of HWH World Inc, and $292,890 in foreign exchange transaction

Flows from Investing Activities

cash provided by investing activities was $20,452,029 in the year of December 31, 2024, as compared to net cash provided by

investing activities of $68,431,427 in the same period of 2023.

In the year ended December 31, 2024 we paid $30,394 for purchases of

property and equipment, $850,000 for convertible note receivable – related party, $14,345 for investment in joint venture, $21,102,871 cash was withdrawn from Trust

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

In the year ended December 31,

2023 we paid $14,574 for purchases of property and equipment, $68,351,348 cash withdrawn was from Trust Account for redemptions,

$299,958 cash withdrawn from Trust Account was available to the Company and $205,305 cash was deposited into Trust

cash used in investing activities was $1,188,686 in the year of December 31, 2025, as compared to net cash provided by investing activities

of $20,452,029 in the same period of 2024.

In the year ended December 31, 2025 we paid $780,000 for convertible note receivable –

related party, $280,000 paid for the loans to related party, and $85,872 for purchase of marketable securities.

year ended December 31, 2024 we paid $30,394 for purchases of property and equipment, $850,000 for convertible note receivable –

related party, $14,345 for investment in joint venture, $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 used in financing activities was $15,756,940 in the year ended December 31, 2024, compared to net cash used in financing activities

cash provided by financing activities was $934,714 in the year ended December 31, 2025, compared to net cash used in financing activities

of $15,597,681 in the same period of 2024.

In the year ended December 31, 2025 we received $1,409,983 from issuance of common stock and

warrants and repaid $477,643 of note payable.

In the year ended December 31, 2024 we received $2,330,252 from a related party, and repaid

$21,102,872 of class A common stock.

In the year ended December 31, 2023 we received $526,323 from a related party, received $205,305

from proceeds from extension loan and paid $68,351,348 for repayment 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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February 22, 2024, the Nasdaq Staff (the “Staff”) notified the Company that for the previous 30 consecutive trading days,

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

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

regain compliance with the Rule.

In that regard, on August 27, 2024, the Company received a notice from the Staff that the Company will

be delisted from the Nasdaq Global Market, unless the Company requested an appeal of this determination by September 3, 2024.

the market value of its publicly held shares had been below the minimum $15,000,000 required for continued listing as set forth in Listing

Rule 5450(b)(2)(C) (the “Rule”).

Therefore, in accordance with Marketplace Rule 5810(c)(3)(D), the Company was provided 180

calendar days, or until August 20, 2024, to regain compliance with the Rule.

In that regard, on August 27, 2024, the Company received

a notice from the Staff that the Company will be delisted from the Nasdaq Global Market, unless the Company requested an appeal of this

determination by September 3, 2024.

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

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from the Panel granting the Company an extension to phase down its securities to the Nasdaq Capital Market and demonstrate compliance

with the market value of its publicly held shares (the “MVPHS”) and Stockholders’ Equity requirements as set forth

in Nasdaq Listing Rules 5550(a)(5) and 5550(b)(1).

with the market value of its publicly held shares and Stockholders’ Equity requirements as set forth in Nasdaq Listing Rules 5550(a)(5)

and 5550(b)(1).

September 4, 2024, the Company received written notice (the “Notice”) from the Listing Qualifications Staff of Nasdaq notifying

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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 Company remains listed on the Nasdaq Capital

of December 31, 2025, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase

obligations or long-term liabilities.

Administrative

Services Agreement

agreed to pay Alset Management Group Inc.

$10,000 per month for office space, utilities and secretarial and administrative support services

commencing on the date that our securities were first listed on the Nasdaq.

Upon completion of the initial Business Combination,

we ceased paying these monthly fees.

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

addition, the underwriters, EF Hutton, LLC (“EF Hutton”) (now known as D.

Boral Capital LLC), were entitled to a deferred

fee of $0.35 per Unit, or $3,018,750 in the aggregate, however, on December 18, 2023, the Company entered into a Satisfaction and Discharge

of Indebtedness Agreement in connection with the Underwriting Agreement, under which in lieu of the Company tendering the full amount,

the underwriters accepted a combination of $325,000 in cash paid upon the closing of the Business Combination, 149,443 shares of the

Company’s common stock and a $1,184,375 promissory note as full satisfaction.

This agreement was effective at the closing of Business

Combination on January 9, 2024.

Additionally, the Company has granted EF Hutton an irrevocable right of first refusal (the “ROFR”)

to act as the sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s sole discretion, for each and

every future public and private equity and debt offering, including all equity linked financing for a period commencing on the date of

the satisfaction and ending twenty-four (24) months after the closing of the Business Combination.

addition, the underwriters, D.

Boral Capital, LLC (“D.

Boral Capital”) (formerly known as EF Hutton, LLC), were

entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate, however, on December 18, 2023, the Company entered

into a Satisfaction and Discharge of Indebtedness Agreement in connection with the Underwriting Agreement, under which in lieu of

the Company tendering the full amount, the underwriters accepted a combination of $325,000 in cash paid upon the closing of the

Business Combination, 149,443 shares of the Company’s common stock and a $1,184,375 promissory note as full satisfaction.

agreement was effective at the closing of Business Combination on January 9, 2024.

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 (24) months

after the closing of the Business Combination.

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

adopted, among other matters, a proposal to approve the Business Combination.

On the Closing Date, the parties consummated the Business

Combination pursuant to the terms of that certain Agreement and Plan of Merger, dated September 9, 2022 (the “Merger Agreement”),

by and among the Company, Merger Sub, and HWH Nevada.

to the terms of the Merger Agreement, (and upon all other conditions pursuant to the Merger Agreement being satisfied or waived), on

the Closing Date, (i) the Merger Agreement provided for the combination of HWH Nevada and Merger Sub under the Company, with HWH Nevada

surviving as the Surviving Corporation (collectively, the “Merger”).

At the consummation of the Merger, HWH Nevada survived

as a direct, wholly-owned subsidiary of the Company;

and (ii) the Company changed its name to “HWH International Inc.”

September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,

HWH International Inc., a Nevada corporation (the “HWH Nevada” or “Target”) and HWH Merger Sub Inc., a Nevada

corporation and a wholly owned subsidiary of the Company (the “Merger Sub”).

Pursuant to the Merger Agreement, the Business

Combination between the Company and the Target was effected through the merger of the Merger Sub with and into HWH Nevada, with the Target

surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).

Upon the closing of the Merger (the “Closing”)

on January 9, 2024, the Company changed its name to “HWH International Inc.”

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

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

Rights Agreement

January 31, 2022 the Company, the Sponsor, and certain persons and entities holding securities of the Company entered into a Registration

Rights Agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company is obligated

to register certain securities, including (i) all of the shares of the Company’s common stock and warrants held by the Sponsor,

and the Company’s common stock issuable upon exercise of such warrants, and (ii) the shares of the Company’s common stock

and the Company’s common stock underlying warrants that were issued in the Private Placement on January 31, 2022.

The Company is

obligated to (a) file a resale registration statement to register such securities within 15 business days after the closing of the Business

Combination, and (b) use reasonable best efforts to cause such registration statement to be declared effective by the SEC within 60 business

days after the closing of the Business Combination.

connection with the execution of the Merger Agreement, at the closing, each of the HWH Holders holding more than 5% of the HWH Common

Stock and certain members of HWH’s management team entered into a Lock-Up Agreement with the Company in substantially the form

attached to the letter Agreement dated January 31, 2022 (the “Letter Agreement”) (each, a “Lock-Up Agreement”).

Under the Lock-Up Agreement, each such holder agreed not to, during the period commencing from the Closing and with respect to the shares

of the Company’s Common Stock to be received as part of the Merger Consideration by the HWH Holder (together with any securities

paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted

Securities”), (A) ending on the earlier of nine months after the date of the Closing, the date on which the closing sale price

of shares of the Company’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing

or (y) the date after the Closing on which the Company consummates a liquidation, merger, share exchange or other similar transaction

with an unaffiliated third party that results in all of the Company’s stockholders having the right to exchange their equity holdings

in the Company for cash, securities or other property.

of Subscription Agreement

July 30, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Meteora Special Opportunity

Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”)

and Meteora Strategic Capital, LLC, (“MSC”, and together with MSOF, MCP and MSTO, are referred to herein collectively as

The Subscription Agreement was subsequently terminated.

The Company and Meteora entered into a Settlement Agreement

as of April 11, 2024 (the “Settlement Agreement”).

Pursuant to the Settlement Agreement, the Company paid Meteora $200,000,

and agreed that Meteora could retain $100,000 already paid to Meteora.

believe that inflation has not had a material impact on our results of operations for the years ended December 31, 2025 or December 31,

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are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107

of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take advantage of these exemptions until we are no longer an emerging growth company or until we affirmatively and

irrevocably opt out of this exemption.

reporting requirements that are applicable to other public companies that are not emerging growth companies.

Section 107 of the JOBS

Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the

Securities Act for complying with new or revised accounting standards.

In other words, an emerging growth company can delay the adoption

of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take advantage of

these exemptions until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption.

and Procedures

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

over financial reporting as of December 31, 2024, management determined that our Company did not maintain effective controls over financial

reporting due to having a limited staff with U.S.

GAAP and SEC reporting experience.

Management determined that the ineffective controls

over financial reporting constitute a material weakness.

To remediate such weaknesses, we plan to appoint additional qualified personnel

with financial accounting, U.S.

GAAP and SEC experience.

over financial reporting as of December 31, 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

controls over financial reporting.

accounting policies and procedures have not been established and many financial close procedures, including period-end review and

reconciliations, did not occur on a timely basis or failed to identify material adjustments.

prospectus does not include an attestation report of our registered public accounting firm regarding internal control over financial

5 unchanged sentences

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 7. Management’s Discussion and Analysis