What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-03-31 · 917 added, 1002 removed, 607 unchanged (76% of the section changed)

1 unchanged sentence

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2024 and 2023 (recast)

Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2024 and 2023 (recast)

Statements of Changes in Stockholders’ (Deficit) for the Years Ended December 31, 2024 and 2023 (recast)

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 (recast)

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

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

Notes to the Consolidated Financial Statements

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on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of HWH International Inc.

and Subsidiaries (the “Company”) as of

December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’

equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the consolidated financial

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of

the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

have audited the accompanying consolidated balance sheet of HWH International Inc.

and its subsidiaries (collectively, the “Company”)

as of December 31, 2025, and the related consolidated statement of operations and other comprehensive loss, consolidated statement of

changes in stockholders’ equity, and consolidated statement of cash flows for the year ended December 31, 2025, including the related

notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations

and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

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The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Company has significant transactions with related parties which are described in Notes 8, 11, 12, 13, and 21 of the consolidated financial

Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite

condition of competitive, free market dealings may not exist.

We believe that our audit provides a reasonable basis for our opinion.

Company has significant transactions with related parties which are described in Notes 7, 8 and 9 of the consolidated financial statements.

Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite condition

of competitive, free market dealings may not exist.

/s/ HTL International, LLC

We have served as the Company’s auditor since 2025

Houston, Texas

March 25, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders of

HWH International Inc.

and Subsidiaries

Bethesda, Maryland

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheet of HWH International Inc.

and Subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements

of operations and comprehensive loss, changes in stockholders’ equity(deficit), and cash flows for the year then ended, and the

related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations

and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Emphasis of Matter

The Company has significant transactions with related

parties which are described in Notes 7, 8, 9, 10, and 17 of the consolidated financial statements.

Transactions involving related parties

cannot be presumed to be carried out on an arm’s length basis, as the requisite condition of competitive, free market dealings may

GRASSI & CO., CPAs, P.C.

have served as the Company’s auditor since 2022.

We served as the Company’s auditor from 2022 to 2025.

Glastonbury, Connecticut

March 31, 2025, except for Note 17, as to which the

date is February 5, 2026

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

BALANCE SHEETS

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Other receivables, net

Deposit - current

Convertible loans receivable - related party, at fair value

Investment security – related party

Marketable securities

Prepaid expenses

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Property and equipment, net

Cash and marketable securities held in Trust Account

Deposit – non-current

Investment in associate - related party

Investment in associate

Investment at cost

Convertible loans receivable - related party, at fair value

Other non-current asset

Operating lease right-of-use assets, net

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Operating lease liabilities - current

Deferred underwriting fee payable

Brokerage margin loans

Notes payable - current

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Operating lease liabilities - non-current

Accrued Interest for promissory note – non-current

Notes payable - non-current

Total Non-Current Liabilities

Commitments and Contingencies (Note 15)

Temporary equity:

Class A common stock subject to possible redemption;

395,207 shares (at approximately $ 53.40 per share) as of December 31, 2023*

Stockholders’ Equity

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issued and outstanding as of December 31, 2025 and 2024, respectively *

Class A common stock, $ 0.0001

shares authorized;

and 94,750 issued and outstanding as of December 31, 2024 and 2023, respectively *

Class B common stock, $ 0.0001

shares authorized;

issued and outstanding as of December 31, 2024 and 2023, respectively *

Common stock value

Additional paid in capital

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Total HWH International Inc.

Stockholders’ equity (deficit)

$ ( 3,608,031 )

Stockholders’ equity

Non-controlling interests

Total Stockholders’ Equity (Deficit)

( 3,599,365 )

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* The common stock share

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

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

authorized common stock and preferred stock were increased on November 14, 2025 Authorized common stock increased from 50,000,000 shares

to 450,000,000 shares / Authorized preferred stock increased from 1,000,000 shares to 50,000,000 shares

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

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December 31, 2024

- Non-membership

Total Revenue

Food & Beverage Revenue

Cost of revenue

- Non-membership

Total Cost of revenue

$ ( 407,199 )

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$ ( 3,186,287 )

Other income (expense)

Other non-operating income (expense)

Interest expense

Foreign exchange transaction (loss) gain

Foreign exchange transaction gain (loss)

Loss on disposal of marketable securities

Unrealized loss on marketable securities

Gain on disposal of subsidiaries

Loss from deconsolidation of subsidiaries

Gain on equity method investment - related party

Loss on equity method investment - related party

Unrealized loss on convertible note receivable – related party

Total Other (expense) income

Unrealized loss on convertible note receivable and warrants – related

Total Other non-operating income (expense)

$ ( 181,336 )

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( 2,610,457 )

Provision for income taxes

( 2,765,767 )

$ ( 2,657,929 )

Net (loss) income attributable to non-controlling Interests

$ ( 2,765,767 )

Net loss attributable to non-controlling Interests

Net loss attributable to common stockholders

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( 2,765,767 )

Other comprehensive (loss) income, net of tax:

Other comprehensive loss, net of tax:

Foreign currency translation adjustment

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$ ( 2,826,402 )

Less Comprehensive (loss) income attributable to non-controlling interests

Less Comprehensive loss attributable to non-controlling interests

Total Comprehensive loss attributable to common stockholders

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$ ( 2,810,541 )

Ended December 31, 2024

Ended December 31, 2023

A common stock

B common stock

A common stock

B common stock

per common share

average number of common shares outstanding*

* The numbers of

weighted average outstanding common stock - basic and diluted were adjusted retrospectively to reflect the 5-for-1 reverse stock split

on February 24, 2025

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

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (RECAST)

A Common stock

B Common stock

Value $0.0001

Additional Paid in Capital

Comprehensive (Loss)

International

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Comprehensive

International Inc.

Stockholders’

controlling interests

Stockholders’

Balances at December 31, 2022

Remeasurement of Class A common stock to redemption

Contribution from Majority Stockholder

Extension Loan

Net (loss) income

Foreign currency translation adjustment

Comprehensive

International Inc.

Stockholders’

Balances at December 31, 2023

Issuance of Common Stock to EF Hutton for Deferred

Underwriting Compensation

$ ( 197,051 )

$ ( 3,567,016 )

$ ( 3,608,031 )

$ ( 3,599,365 )

Issuance of Common Stock to D.

Boral for Deferred Underwriting Compensation

Issuance of Common Stock during Merger

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AI and AIL Debt conversion to shares

income (loss)

$ ( 2,749,994 )

$ ( 2,765,767 )

Foreign currency translation adjustment

Balances at December 31, 2024

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

December 31, 2024

December 31, 2023

Cash flows from operating activities:

$ ( 257,598 )

$ ( 6,317,010 )

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

Interest income

$ ( 257,598 )

Foreign exchange transaction loss (gain)

Loss on equity method investment - related party

Depreciation expense

Non-cash lease expense

Inventory write off expenses

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

Impairment loss on goodwill

Impairment in investment in Joint Venture

Unrealized loss on convertible note receivable – related party

Loss on disposal of equipment

Impairment loss on equipment

Bad debt written off

Changes in operating assets and liabilities:

Account receivables

Other receivables

Prepaid expenses

Accounts payable and accrued expenses

Accrued commissions

Deferred revenue

Operating lease liabilities

Net cash used in operating activities

$ ( 6,317,010 )

Issuance of Common Stock

Issuance of Common Stock for incentive plan 2025

Warrants exercised to Common Stock

Revaluation for SHRG note receivable and warrants

Acquisition of LEH Insurance Group LLC

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

Deconsolidation of Alset F&B One Pte.

Reclassification of NCI

Reincorporation merger

$ ( 2,630,620 )

Cash flows from investing activities:

Purchases of property and equipment

Convertible loans receivable - related party

Investment at cost

Cash withdrawn from Trust Account for redemptions

Cash withdrawn from Trust Account available to the Company

Cash deposited into Trust Account

Net cash provided by investing activities

Cash flows from financing activities:

Repayment of loans and borrowing

Repayment of deferred underwriting compensation

Contribution from Majority Stockholder

Proceeds from extension loan

Advances from related parties

Borrowing from notes payable - related parties

Repayment to notes payable - related parties

Proceed of issuance of Class A Common Stock

Repayment of Class A Common Stock

$ ( 2,630,620 )

$ ( 2,657,929 )

Net cash used in financing activities

Net (income) loss

$ ( 2,630,620 )

Net increase (decrease) in cash

$ ( 2,657,929 )

Effects of foreign exchange rate on cash

Cash at beginning of year

Cash at end of year

Supplemental Cash Flow Information

Cash Paid for Interest

Cash Paid for Taxes

Supplemental disclosure of non-cash investing and financing activities

Issuance of HWH common stock to EF Hutton for deferred underwriting compensation

Settlement of deferred underwriting compensation payable with promissory note

Debt to equity conversion

Valuation gain from notes receivable and warrants - SHRG

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

Foreign currency translation adjustment

$ ( 647,011 )

$ ( 647,372 )

Balances at December 31, 2025

$ ( 904,609 )

$ ( 8,947,630 )

$ ( 904,609 )

$ ( 8,947,630 )

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

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

flows from operating activities:

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

exchange transaction (gain) loss

on equity method investment - related party

on disposal of subsidiaries

lease expense

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

of result of an associate

loss on goodwill

of investment in Joint Venture

loss on convertible note receivable and warrants – related party

value loss on marketable securities

on disposal of marketable securities

on disposal of equipment

loss on equipment

debt written off

performance share expense

in operating assets and liabilities:

from related party

payable and accrued expenses

lease liabilities

cash used in operating activities

flows from investing activities:

of property and equipment

loans receivable - related party

of marketable securities

withdrawn from trust account for redemptions

withdrawn from trust account available to the Company

Deconsolidation

of Alset F&B One Pte.

to related party

cash (used in) / provided by investing activities

flows from financing activities:

of loans and borrowing

of deferred underwriting compensation

from related parties

Proceed from brokerage margin and loans

from issuance of Common Stock and Warrants

of Class A Common Stock

of note payable

cash provided by / (used in) financing activities

(decrease) increase in cash

of foreign exchange rate on cash

at beginning of year

at end of year

Cash Flow Information

Paid for Interest

Paid for Taxes

disclosure of non-cash investing and financing activities

of HWH Common Stock to D.

Boral Capital (f.k.a.

EF Hutton) for Deferred Underwriting Compensation

of Common Stock for incentive plan 2025

of deferred underwriting compensation payable with promissory note

to equity conversion

gain from notes receivable and warrants - SHRG

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

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

INTERNATIONAL INC.

to the CONSOLIDATED financial statements

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

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

The F&B business operates 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.

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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on January 9, 2024 and changed its name from “Alset Capital Acquisition Corp.” to “HWH International Inc.” 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 an early stage and smaller reporting company and, as such, the Company is subject to all of the risks associated with early

stage and smaller reporting companies.

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

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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, 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.

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 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”).

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 we 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

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

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.

Boral Capital, LLC (“D.

Boral Capital”) acted as the exclusive placement agent for the offering.

Pursuant to the Placement

Agency Agreement, the Company paid D.

Boral Capital a cash fee equal to 7.5 % of the gross proceeds from the offering, a 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 .

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

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.

is positioned to be an integral part of HWH’s business model.

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

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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.

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

The 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.

Company shall continue develop consumer traveling services and hotel booking services in Asia.

In August 2025 and

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

(“KPL” or “Ketomei”)

and Hapi Café Korea Inc.

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

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.

F&B One”) to the Buyer in exchange for S$218,941 Singapore Dollars (equal to approximately $170,754 U.S.

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

It generated approximately $470,000 in revenue

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 about investment in equities and wealth-building strategies.

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 members.

Hapi Wealth 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.

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.

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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 about investment in equities and wealth-building strategies.

fostering a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Through November 30, 2023, HWH (then known as Alset Capital Acquisition Corp.) reported on a twelve-month fiscal year that ended on November

In connection with the Business Combination, the Company’s fiscal year end was changed from November 30 to December 31.

a result of this change, the Company had a one-month transition period that began on December 1, 2023 and ended on December 31, 2023.

For details see note 22 - Change in Fiscal Year.

States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

of Consolidation

consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant intercompany

transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

The Company consolidates entities

in which it owns more than 50% of the voting common stock and controls operations.

All intercompany transactions and balances among consolidated

subsidiaries have been eliminated.

consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries.

consolidates entities in which it owns more than 50% of the voting common stock and controls operations.

All intercompany transactions

and balances among consolidated subsidiaries have been eliminated.

following chart describes the Company’s ownership of various subsidiaries:

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During the years ended December 31, 2025 and 2024, substantially all of the Company’s

business was generated by its wholly owned subsidiaries, 0 % and 2 % from HWH World Inc.

(“HWH Korea”), respectively, and 100 %

and 98 % from F&B business, respectively.

business was generated by F&B business.

F&B business was generated by the following subsidiaries at December 31, 2025 and 2024,

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39 % and 37 % from Alset F&B One Pte.

Ltd (“F&B1”), 6 % and 6 % from Hapi Café Korea Inc.(“HCKI”),

20 % and 22 % from Hapi Café SG Pte.

Ltd, 8 % and 6 % from Hapi Café Korea Inc., 28 % and 20 % from Hapi Café

(“HCSGPL”), 0 % and 7 % from Alset F&B (PLQ) Pte.

and 25 % and 30 % from Ketomei Pte.

HWH Korea was incorporated in the Republic of Korea (“South Korea”)

on May 7, 2019.

HWH Korea is in the business of sourcing and distributing dietary supplements and other health products through its network

of members in South Korea.

HWH Korea generates product sales via its direct sale model as products are sold to its members.

use of a Hapi Gig platform that combines e-commerce, social media, and a customized rewards system, HWH Korea equips, trains, and empowers

F&B1 was incorporated in Singapore on April 10, 2017, HCSGPL was incorporated in Singapore on April 4, 2022, F&BPLQ

was incorporated in Singapore on November 11, 2022 and KPL was incorporated in Singapore on September 17, 2019.

F&B1, HCSGPL, F&BPLQ

One was incorporated in Singapore on April 10, 2017, HCSGPL was incorporated in Singapore on April 4, 2022, F&BPLQ was incorporated

in Singapore on November 11, 2022 and KPL was incorporated in Singapore on September 17, 2019.

Alset F&B One, HCSGPL, F&BPLQ

and KPL are in the F&B business in Singapore.

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F&B (PLQ) Pte.

Due to the closure of this subsidiary, the Company wrote off $ 5,878 of fixed assets, which is included in general

and administrative expenses, and recorded a gain on termination of lease of $ 248 , which is included in other income on the Company’s

Statement of Operations for the year ended December 31, 2024.

Due to the closure of this subsidiary the Company wrote off $ 5,878 of fixed assets, which was included in general

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

On August 05, 2025, the Company ceased

operation of its subsidiary Ketomei Pte.

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

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

Growth Company

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had cash of $ 4,341,746 and $ 1,159,201 as of December 31, 2024 and December 31, 2023, respectively.

The Company had no cash

equivalents as of December 31, 2024 and 2023.

Held in Trust Account

December 31, 2024 and 2023, the Company had approximately $ 0 and $ 21 million, respectively, in investments in treasury securities held

in the Trust Account.

In connection with the closing of the Business Combination on January 9,

2024, Class A Common Stock stockholders redeemed 1,942,108 shares for approximately $ 21 million held in the Trust Account.

Account was closed in May 2024.

The funds in Trust Account were valued at Level 1 observable input.

The Company had cash of $ 2,085,918 and $ 4,341,746 as of December 31, 2025 and 2024, respectively.

The Company had no cash equivalents

as of December 31, 2025 and 2024.

Value of Financial Instruments

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

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

Their value is based

on unadjusted quoted prices in active markets for identical assets.

Examples often include U.S.

treasury securities, listed equities,

exchange-traded funds and open-end mutual funds, foreign currencies, and gold bullion.

An active market is defined by sufficient transaction

frequency and volume to provide ongoing pricing information.

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

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

Company has a portfolio of trading level 1 marketable securities.

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

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

securities are determined by quoted stock prices.

Securities at Cost

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An impairment loss

which is recognized in the consolidated statements of comprehensive income, equals the amount by which the carrying value exceeds the

fair value of the investment.

is recognized in the consolidated statements of comprehensive income equals to the amount by which the carrying value exceeds the fair

value of the investment.

is stated at the lower of cost or net realizable value.

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Leases and Leases of Low Value Assets

Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12

months or less at inception and leases of low value assets.

Lease payments associated with these leases are expensed as

Plant and Equipment

plant and equipment are recorded at cost, less depreciation.

Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months

or less at inception and leases of low value assets.

Lease payments associated with these leases are expensed as incurred.

and Equipment

and equipment are recorded at cost, less depreciation.

Repairs and maintenance are expensed as incurred.

Expenditures incurred

as a consequence of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized.

When property

and equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are

removed from the accounts and any gain or loss is included in statement of operations.

Depreciation is computed by the reducing balance

method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

OF ESTIMATED USEFUL LIVES OF PROPERTY PLANT AND EQUIPMENT

Expenditures incurred as a consequence

of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized.

When property and equipment

is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the

accounts and any gain or loss is included in statement of operations.

Depreciation is computed by the reducing balance method (after

considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Office Equipment

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

at December 31, 2024, the Company has determined the value-in-use to be zero based on the discounted cash flow of the cash generating

unit (“CGU”), which involves the cash flow projections covering a 3-year period and the fair value less cost of disposal

to be zero considering the re-sale value of these assets to be insignificant.

Based on the assessment, the recoverable amount of the

CGU was determined to be zero, which was below the carrying amount of these non-financial assets.

Accordingly, impairment losses on plant

and equipment of $ 69,293 are recognized in general and administrative expenses in the consolidated statement of operations and other

comprehensive loss for the financial year ended December 31, 2024.

represents rental deposit paid for the office and the cafes used.

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

A deposit would be considered

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

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

As of December 31, 2025, $ 21,205 in deposits

were current and would be refundable within the next twelve months, $ 104,209 in deposits were non-current and would be refundable after

twelve months.

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

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obligations are satisfied.

Company generates its revenue primarily from membership fees, product sales and F&B business.

The Company collects an annual membership fee from its members.

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

membership and is not refundable.

The Company’s performance obligation is to provide its members 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.

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

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

The Company generally

recognizes revenue when product is delivered to its members.

Revenue is recorded net of applicable taxes, allowances, refunds 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 product.

We do not have buyback program.

However, when the customer requests a return and management decides that the

refund is necessary, we initiate the refund after deducting all the benefits that a member has earned.

The returns are deducted from

our sales revenue on our financial statements.

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

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 $ 0

and $ 1,184 ,

respectively.

The table below represents a breakout of the returns related to product sales and the returns related to

OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS

For the year ended:

December 31, 2024

December 31, 2023

Revenue returns

Company generates its revenue primarily from product sales and the F&B business.

and Beverage :

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$ 1,253,577 , respectively.

Assets and Liabilities

is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of December 31, 2024 and

OF CONTRACT ASSETS AND LIABILITIES

December 31, 2024

December 31, 2023

Prepaid Sales Commission

Balances at the beginning of the year

Movement for the year

Balances at the end of the year

December 31, 2024

December 31, 2023

Deferred Revenue

Balances at the beginning of the year

Movement for the year

Balances at the end of the year

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

The allowance for credit

losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing account receivable.

The measurement and recognition of credit losses involves the use of judgment.

Management’s assessment of expected credit losses

includes consideration of current and expected economic conditions, market and industry factors affecting the Company’s customers

(including their financial condition), the aging of account balances, historical credit loss experience, customer concentrations, customer

creditworthiness, and the existence of sources of payment.

The Company also establishes an allowance for credit losses for specific receivables

when it is probable that the receivable will not be collected and the loss can be reasonably estimated.

Account receivable considered

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

Company is obligated to pay value-added tax (“VAT”), among other things, on its inventory purchase as well as its rent payments

and payment of professional fees.

As of December 31, 2024 and 2023, included in other receivables was VAT paid of $ 33,914 and $ 37,179 ,

As of December 31, 2025 and 2024, the amount of VAT paid in other receivables was $ 3,027 and $ 33,914 ,

respectively, due primarily to the purchase of inventory and payment of rents and accounting fees.

of revenue consists of the cost of procuring finished goods from suppliers and related shipping and handling fees from third-parties

money platform, contractor fees for part-time staff, franchise commission and sales commission from membership business.

of revenue consists of the cost of procuring finished goods from suppliers and related shipping and handling fees from third party money

platforms, and contractor fees for part-time staff.

is a breakdown of the Company’s cost of revenue for the years ended December 31, 2025 and 2024.

the years ended:

OF COST OF REVENUE

SCHEDULE OF COST OF REVENUE

December 31, 2025

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Franchise commission

Sales commission

Inventory written off

Total of Cost of revenue

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Shipping and handling fees are included in cost of revenue within the statements of operations.

Company compensates its sales leaders with leadership incentives for services rendered, relating to the development, retention, and management

of their sales organizations.

Leadership incentives are payable based on achieved sales volume, which are recorded in cost of revenue.

Member will get 25 % commission of the membership fee income if the member successfully refers a new member to subscribe to the membership.

The commission will be payable after the referee’s membership is confirmed and been paid by the new member.

incurred for advertising the Company’s products are charged to operations as incurred.

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income taxes in income tax expense.

Franchise Tax

State of Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed

or qualified to do business, or which are otherwise doing business, in Delaware.

Delaware franchise tax is

based on authorized shares or on assumed par and non-par capital, whichever yields a lower result.

Under the authorized shares method,

each share is taxed at a graduated rate based on the number of authorized shares.

During years ended December 31, 2024 and 2023 the Company

incurred $ 48,180 and $ 205,000 in Delaware franchise tax, respectively.

The Company’s tax returns

for 2022, 2023 and 2024 remain open to examination.

Company was reincorporated in the State of Nevada on November 14, 2025, through a reincorporation merger.

As a Nevada corporation,

we are no longer subject to the Delaware franchise tax.

Prior to the reincorporation the Company was subject to annual Delaware franchise

taxes, which are a privilege fee and not an income tax.

During the year ended December 31, 2025 the Company received a refund of prepaid

Delaware franchise tax of $ 41,349 and during the year ended December 31, 2024 the Company paid $ 48,180 in Delaware franchise tax.

(Loss) per Share

Company presents basic and diluted earnings (loss) per share data for its common shares.

Basic earnings (loss) per share is calculated

by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares

outstanding during the year, adjusted for treasury shares held by the Company.

earnings (loss) per share is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average

number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which

comprise convertible securities, such as stock options, convertible bonds and warrants.

During the year ended December 31, 2025 there

were 909,874 potentially dilutive warrants outstanding.

the years ended December 31, 2025 and 2024, basic and diluted earnings (loss) per share were the same, as the effect of potentially dilutive

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

Non-controlling

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Sheets, separately from equity attributable to owners of the Company.

On December 31,

2024 and 2023, the aggregate non-controlling interests in the Company were $ 111,835

and $ 8,666 ,

respectively.

December 31, 2025 and 2024, the aggregate non-controlling interests in the Company were $ 65,844 and $ 111,835 , respectively.

and Capital Resources

the year ended December 31, 2024, we incurred a net loss, a loss from operations and negative cash flow from operations as we expanded

our business of operating cafés and restructured our membership model.

the year ended December 31, 2025, we incurred a net loss, a loss from operations and negative cash flow from operating cafés during

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

Notwithstanding

the above, 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 alleviate substantial doubt about the Company’s ability to

continue as a going concern for at least the next 12 months.

The Company’s capital requirements for the planned expansion are

based on, among other items, location-specific property costs, team requirements, and marketing steps needed.

Our expansion includes

plans to take over leases of existing Hapi Cafes that we currently do not own, with a goal to add additional Hapi Cafes over the

next two years.

Executing these plans will require a minimum investment for each Hapi Café location.

guarantee, however, that we will be able to achieve these plans as described.

the above, 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 alleviate substantial doubt about the Company’s ability to continue as a going

concern for at least the next 12 months.

The Company’s capital requirements for the planned expansion are based on, among other

items, location-specific property costs, team requirements, and marketing steps needed.

Our expansion includes plans to take over leases

of existing Hapi Cafes that we currently do not own, with a goal to add additional Hapi Cafes over the next two years.

Executing these

plans will require a minimum investment for each Hapi Café location.

There is no guarantee, however, that we will be able to achieve

these plans as described.

accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not contain any adjustments

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

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

non-revolving line of credit facility (the “Credit Facility”), which provides a maximum, aggregate credit line of up to

$ 1,000,000 .

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 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.

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,

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

Company has obtained letters of financial support from Alset International Limited and Alset Inc., a majority owners of the Company.

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.

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.

pursuant to which 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.

Accounting Pronouncement

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See —Segment reporting below for additional information.

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation

and income taxes paid.

The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures.

The ASU’s amendments are effective for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09 for the

year ended December 31, 2025.

The adoption of this ASU did not have a material impact on our consolidated financial statements.

pronouncements pending adoption

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on the Consolidated Financial Statements.

In November 2024, the FASB issued

ASU 2024-04—Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments

(“ASU 2024-04”) to improve the relevance and consistency in the application of induced conversion guidance in Subtopic 470-20,

Debt—Debt with Conversion and Other Options.

The amendments in ASU 2024-04 clarify the requirements for determining whether certain

settlements of convertible debt instruments should be accounted for as an induced conversion.

The amendments in ASU 2024-04 affect entities

that settle convertible debt instruments for which the conversion privileges were changed to induce conversion.

The amendments in ASU

2024-04 are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within

those annual reporting periods.

Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06.

The amendments

in ASU 2024-04 permit an entity to apply the new guidance on either a prospective or a retrospective basis.

The Company is currently evaluating

the impact of the adoption of ASU 2024-04 will have on the Company’s financial position, results of operations or cash flows.

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

The Company’s

Chief Executive Officer and President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance

of the Company as a whole.

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

The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations

As of December 31,

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

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

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

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

The CODMs use net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations

and as part of the Company’s internal planning and forecasting processes.

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(loss) is disclosed in the Consolidated Statements of Operations.

Segment expenses and other segment items are provided to the CODM on

the same basis as disclosed in the Consolidated Statements of Operations.

CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in

the notes to the financial statements.

3 - MERGER WITH HWH INTERNATIONAL INC.

(A NEVADA CORPORATION)

International Inc.

Alset Capital Acquisition Corp.;

“SPAC”, the “Company”) was a special purpose acquisition

company, incorporated in Delaware on October 20, 2021 and 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.

On January 9, 2024, the Company,

HWH International Inc.

(a Nevada corporation, “HWH Nevada”) and HWH Merger Sub Inc.

consummated the merger (the “Reverse

Recapitalization” or “Business Combination”) pursuant to an agreement and plan of merger dated as of September 9, 2022.

transaction was accounted for as a Reverse Recapitalization in accordance with U.S.

Under this method of accounting, SPAC was treated

as the “acquired” company for financial reporting purposes.

This determination is primarily based on the fact that subsequent

to the Reverse Recapitalization, HWH Nevada stockholders comprise a majority of voting power on the Company, most of senior management

of HWH Nevada continued as senior management of the combined company and identified a majority of the members of the board of directors

of the combined company, both companies are under common control, and HWH Nevada’s operations comprise the ongoing operations of

the combined company.

Accordingly, for accounting purposes, the Company is considered to be a continuation of HWH Nevada, with the net

identifiable assets of SPAC deemed to have been acquired by HWH Nevada in exchange for HWH Nevada common shares accompanied by a recapitalization,

with no goodwill or intangible assets recorded.

connection with the Business Combination:

holders of 8,591,072 Public Shares properly exercised their right to have such shares redeemed for a full pro rata portion of the

Trust Account holding the proceeds from the IPO.

prior to the consummation of the Reverse Recapitalization (i) each of the 1,972,896 shares of SPAC’s Class A Common Stock was

cancelled and converted into 1,972,896 shares of the Company’s common stock;

(ii) each of the issued and outstanding 2,156,250

shares of SPAC’s Class B Common Shares were converted into 2,156,250 shares of SPAC’s Class A Common Stock and subsequently

into 2,156,250 shares of the Company’s common stock;

(iii) each of the SPAC’s 476,890 units were split into their component

and (iv) 909,875 new shares of the Company’s common stock were issued in connection with the conversion of the

SPAC’s rights into the Company’s common shares.

shares of the Company’s common stock were delivered as consideration in the Business Combination

shares of the Company’s common stock were issued to a third party as payment for $ 1,509,375 of underwriting compensation.

transaction described above was a transaction between entities under common control.

SPAC, prior to the Business Combination, was 26 %

owned by Alset International Limited, a public company listed on the Singapore Exchange Securities Trading Limited and 32 % owned by Alset

Inc., the ultimate owner of both SPAC and HWH Nevada.

HWH Nevada was wholly-owned by Alset International Limited.

In the transactions

under common control, financial statements and financial information were presented as of the beginning of the period as though the assets

and liabilities had been transferred at that date.

OF RESTATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEETS

Statement of Operations and Other Comprehensive Loss for the Year Ended on December 31, 2023

As SPAC previously

Merger with HWH-NV

-Non-membership

Total revenue

Cost of revenue

-Non-membership

Total cost of revenue

$ ( 334,825 )

Operating expenses:

General and administrative expenses

$ ( 1,034,367 )

$ ( 1,874,528 )

$ ( 2,908,895 )

Impairment of convertible note receivable – related party, and investment in associate, related party

Total operating expenses

$ ( 1,034,367 )

$ ( 2,368,426 )

$ ( 3,402,793 )

Other income (expenses)

Foreign exchange transaction gain

Loss on equity method investment, related party

Total other income

Income (loss) before provision for income taxes

( 1,650,550 )

Provision for income taxes

Net income (loss)

$ ( 1,650,550 )

$ ( 1,076,662 )

Net income attributable to Non-Controlling Interests

Net income (loss) attributable to the common shareholders

$ ( 1,654,380 )

$ ( 1,080,492 )

Other comprehensive loss:

Foreign exchange translation adjustment

Total Other comprehensive loss, net of tax

Comprehensive income (loss):

$ ( 1,703,425 )

$ ( 1,129,537 )

Balance Sheet as of December 31, 2023

As SPAC previously

Merger with HWH-NV

Current Assets

Account receivable, net

Other receivables, net

Prepaid expenses

Total Current Assets

Non-Current Assets

Property and equipment, net

Cash and marketable securities held in Trust Account

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable and accrued expenses

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Deferred underwriting fee payable

Total Current Liabilities

Non-Current Liabilities

Operating lease liabilities - Non-current

Total Non-Current Liabilities

Commitments and Contingencies

Temporary equity:

Class A common stock subject to possible redemption;

395,207 shares (at approximately $ 53.40 per share) as of December 31, 2023*

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding as of December 31, 2023

Common stock, $ 0.0001 par value;

50,000,000 shares authorized;

2,000 issued and outstanding as of December 31, 2023 *

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

94,750 issued and outstanding as of December 31, 2023 *

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

431,250 issued and outstanding as of December 31, 2023 *

Common stock value

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 2,785,942 )

( 3,567,016 )

Total Stockholders’ Deficit

$ ( 2,629,916 )

$ ( 978,115 )

$ ( 3,608,031 )

Non-controlling interests

Total Stockholders’ Deficit

( 2,629,916 )

( 3,599,365 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

* The common stock share

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

Segment expenses and other segment items are provided to the CODMs

on the same basis as disclosed in the Consolidated Statements of Operations.

3 — ACCOUNTS RECEIVABLE, NET

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

Accounts receivable are recorded at invoiced

Accounts receivable is recorded at invoiced

amounts net of an allowance for credit losses and do not bear interest.

The allowance for credit losses is the Company’s best estimate

of the amount of probable credit losses in the Company’s existing accounts receivable.

The measurement and recognition of credit

losses involves the use of judgment.

Management’s assessment of expected credit losses includes consideration of current and expected

economic conditions, market and industry factors affecting the Company’s customers (including their financial condition), the aging

of account balances, historical credit loss experience, customer concentrations, customer creditworthiness, and the existence of sources

The Company also establishes an allowance for credit losses for specific receivables when it is probable that the receivable

will not be collected and the loss can be reasonably estimated.

Accounts receivable considered uncollectible are charged against the

allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

As of December 31, 2025 and 2024, the allowance for credit losses

was an immaterial amount.

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

As of December 31,

and 2023, the allowance for credit losses was an immaterial amount.

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

to its customers.

As of December 31, 2024 and 2023, $ 11,177 and $ 0 of rent receivable was written off, respectively.

5 — PREPAID COMMISSIONS

the normal course of business, the Company pays commission to its members for product sales as well as membership sales.

Prepaid commissions

are recorded for commissions paid on membership sales and recognized as an expense over the same period as the related membership revenue.

6 — INVENTORY

of December 31, 2024 and 2023, the balance of finished goods was $ 1,574 and $ 1,977 , respectively.

There is no provision for slow-moving

or obsolete inventory during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company wrote off $ 30,753

of expired, slow-moving and obsolete inventory.

This was recorded in the Company’s consolidated statement of operations in cost

of revenue (non-membership) during the year ended December 31, 2023.

2025 and 2024, $ 158,036 and $ 11,177 of rent receivable was written off, respectively.

4 — PROPERTY AND EQUIPMENT, NET

components of property and equipment are as follows:

OF PROPERTY AND EQUIPMENT, NET

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

December 31, 2025

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Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

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Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

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Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

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Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

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Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

Office equipment

Furniture and Fittings

Kitchen Equipment

Other Operating Equipment

Leasehold Improvements

the years ended December 31, 2025 and 2024, the Company recorded depreciation expenses of $ 19,494 and $ 48,172 and impairment of property

and equipment of $ 17,686 and $ 69,293 , respectively.

The impairment was determined by the Company based on the discounted cash flow of the

cash generating unit (“CGU”), which involves the cash flow projections covering a 3-year period and the fair value less cost

Based on the assessment, the recoverable amount of the CGU was determined to be zero, which was below the carrying amount

of these non-financial assets.

As of December 31, 2024, the Company disposed of office equipment, at a cost of $ 7,429 , and furniture

and fittings, at a cost of $ 2,784 , from F&BPLQ due to café’s closure.

$ 5,878 loss on disposal of PPE was recorded in

the general and administrative expenses.

8 — INVESTMENTS AT COST

As of December 31, 2024, the Company disposed of office equipment, at a cost of $ 7,429 ,

and furniture and fittings, at a cost of $ 2,784 , from F&BPLQ due to café’s closure.

$ 5,878 loss on disposal of PPE was

recorded in the general and administrative expenses.

5 — INVESTMENTS

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

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the fair value of the investment.

No impairment was recorded as of and for the year ended December 31, 2024.

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

(“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan

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

joint venture company (referred to here as the “JVC” or “HTHPL”) will be known as HapiTravel Holding Pte.

The JVC will be initially owned as follows:

(a) HWHPL will hold 19 %

of the shares in the JVC;

Chan will hold 11 %;

and (c) the remaining 70 %

of the shares in the JVC will be held by Mr.

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

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

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

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

of December 31, 2024, HTHPL owed the Company a total of $ 139,370 , which is recorded in other receivables in the financial statements, which included

the subscription fee for 19 % of the shares of the JVC.

No impairment was recorded for the year ended December 31, 2025 and 2024.

Food & Beverage Pte.

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(“IFBPL”), constituting 19 % of the issued shares of IFBPL.

subscription fee of $ 14,010 was paid to IFBPL on May 23, 2024.

March 14, 2024, the Company entered into a share subscription agreement through its subsidiary Alset F&B Holding Pte.

for 19,000 shares of Ideal Food & Beverage Pte.

(“IFBPL”), constituting 19 % of the issued shares of IFBPL.

The subscription

fee of $ 14,010 was paid to IFBPL on May 23, 2024.

The Company impaired this investment of $ 14,010 to $ 0 and total impairment expenses

were $ 14,205 , which included $ 14,010 of investment and $ 195 exchange difference, due to net liabilities of IFBPL as of December 31, 2024.

9 — COMMISSIONS EXPENSE

commissions as of December 31, 2024 and 2023 represent mainly sales commission payable.

For the years ended December 31, 2024 and 2023,

sales commission expenses of $ 0 and $ 13,827 respectively, were recorded and included in cost of revenue in the Company’s consolidated

statement of operations.

The Company impaired this investment of $ 14,010 to $ 0 , due to net liabilities of IFBPL

as of December 31, 2024.

of HWH World Inc.

and Acquisition of AES Group Inc.

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

(“HWHKOR”) by Health Wealth Happiness Pte.

to AES Group Inc.

(“AES”), a Korean entity.

The sale was consummated under a term sheet signed on April 20, 2025, pursuant

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

In exchange, AES agreed to issue new shares to the

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

Total of $ 383,667

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

of HWH World Inc.

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

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

of Alset F&B One Pte.

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

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

with Alset International Limited (“AIL”), pursuant to which the Seller agreed to sell 70% of the outstanding shares of its

subsidiary, Alset F&B One Pte.

to the AIL in exchange for $170,754.

Following this sale, F&BH will continue to own 20% of

Alset F&B One.

Total $ 21,611 loss was generated from this deal and recorded in other non-operating income / (expenses) in the statement

of operations.

Total $60,708 was generated from the fair value of the remaining 20% investment in Alset F&B One which is treated

as basis of equity method investment.

The deconsolidation did not meet the criteria for presentation as discontinued operations under

6 – LOANS DUE TO THIRD PARTIES

for Operations

Company’s subsidiary, Ketomei Pte Ltd (“Ketomei”) has a loan from DBS Bank Limited, which was used to fund Ketomei’s

current operations.

Ketomei owes the bank $ 34,155 at December 31, 2024.

Ketomei also borrowed $ 42,696 from an individual on February 21, 2022, which consisted of principal of $ 36,807 and

interest of $ 5,889 for 2 years at 8 % interest rate per annum.

Ketomei repaid $ 39,015 in 2024 and owes $ 3,681 at December 31, 2024, which

will be repaid in 6 installments in 2025.

Note to EF Hutton LLC

December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting

agreement previously entered into by HWH and EF Hutton LLC (“EF Hutton”) (now known as D.

Boral Capital LLC), a division

of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination

of $ 325,000 in cash paid upon the closing of Business Combination, 149,443 shares of the Company’s common stock and a $ 1,184,375

Boral Capita l, LLC

December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an

underwriting agreement previously entered into by HWH and D.

Boral Capital LLC (“D.

Boral Capital”) (formerly known as

EF Hutton, LLC), a division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 ,

the underwriters accepted a combination of $ 325,000

in cash paid upon the closing of 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.

shares were issued at the price of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at issuance on January

9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024, as this was an

adjustment to prior underwriting costs accounted for in equity.

The promissory note carries interest rate equal to SOFR (secured overnight

financing rate for U.S.

shares were issued at the price of $ 10.10 ,

totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at issuance on January 9, 2024 was $ 2.82

per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024, as this was an adjustment to prior underwriting costs

accounted for in equity.

The promissory note carries interest rate equal to SOFR (secured overnight financing rate for U.S.

Government Securities Business Day published by the Federal Reserve Bank of New York) plus a margin of one percent.

The principal amount of the promissory note and any accrued interest shall mature (i) partially in the event HWH completes an offering

within one year of the date of the promissory note, the amount of outstanding debt maturing being proportionate to the amount of proceeds

of the future offering, or (ii) in partial installments through October of 2028, the outstanding balance being paid annually until the

The principal

amount of the promissory note and any accrued interest shall mature (i) partially in the event HWH completes an offering within one

year of the date of the promissory note, the amount of outstanding debt maturing being proportionate to the amount of proceeds of

the future offering, or (ii) in partial installments through October of 2028, the outstanding balance being paid annually until the

balance owed is paid in full.

The first installment of the note that was due in October 2024 was paid in January 2025, resulting in a default due

to the delay in payment.

We are currently in negotiations with EF Hutton to resolve the default status and restore the account to good

The first installment of the note that was due in October 2024 was paid in January 2025, resulting in

a default due to the delay in payment.

The second installment of the note was paid in October 2025.

We have concluded negotiations

Boral Capital LLC and cured the default stemming from the late payment of the installation due in October of

The total due to D.

Boral Capital as of December 31, 2025, is $ 829,182 , which includes $ 710,625 in principal and

$ 118,557 in interest.

The remaining principal will be repaid in three installments of $ 236,875 due in October of 2026, 2027, and 2028.

for Operations

Company’s subsidiary, Ketomei Pte Ltd (“Ketomei”) has a loan from DBS Bank Limited, which was used to fund Ketomei’s

current operations.

Ketomei owes the bank $ 22,415 and $ 34,155 at December 31, 2025 and 2024, respectively.

also borrowed $ 42,696 from an individual on February 21, 2022, which consisted of principal of $ 36,807 and interest of $ 5,889 for 2 years

at 8 % interest rate per annum.

Ketomei repaid $ 3,681 and $ 39,015 in 2025 and 2024, and owes $ 0 and $ 3,681 at December 31, 2025 and 2024,

respectively.

7 — DUE TO ALSET INC.

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credit line of up to $ 1,000,000 .

On 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.

The terms of Alset Inc.’s Letter

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

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

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to Alset International Limited.

International Limited (“AIL”) is incorporated in Singapore and is a fellow subsidiary of the common parent company,

International Limited (“AIL”) is incorporated in Singapore and is a fellow subsidiary of the common parent company, Alset

The amount due to AIL represents short-term working capital advances to the Company for its daily operations.

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

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

The amounts due to AIL at December 31, 2024 and 2023

are $ 5,096,047

and $ 1,729,901 ,

respectively.

There is no written,

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

Since the amount due to

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

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

$ 4,653,037 and $ 5,096,047 , respectively.

September 24, 2024, the Company entered into a Debt Conversion Agreement (the “AIL Conversion”) with Alset International

Limited, pursuant to which a debt of $ 3,501,759 due to AIL was converted into shares of the Company’s common stock at a price per

share of $ 0.63 for a total of 5,558,347 shares.

to Alset Business Development Pte.

Limited, pursuant to which a debt payable to AIL as of June 30, 2024, $ 3,501,759 was fully converted into shares of the Company’s

common stock at a price per share of $ 0.63 , for a total of 5,558,347 shares.

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

dated April 24, 2024, pursuant to which, the Company released Alset International Limited from its obligations under its Letter of Continuing

Financial Support to the Company dated March 28, 2025.

from Alset Business Development Pte.

Business Development Pte.

Limited (“ABD”) is incorporated in Singapore and is a fellow subsidiary of the common parent company,

The amount due to ABD represents amount loaned by ABD to Hapi Cafe Inc.

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

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

for the investment in Ketomei Pte.

Ltd (“Ketomei”)

in March 2022, and also represents amount loaned HWHPL to ABD in November 2024.

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

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

There is no written,

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

Since the amount due

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

The amount due from ABD at December 31, 2025 and December 31, 2024

is $ 4,232,313 and $ 4,113,701 , respectively.

from HotApp International Limited.

International Limited (“HAIL”) is incorporated in Hong Kong and is a fellow subsidiary of Alset Inc.

The amount due from

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

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

covenants and the amount due to ABD is non-interest bearing.

Since the amount due to ABD is due upon request, it is classified as a current

The amount due from ABD at December 31, 2024 is $ 4,113,701 and amount due to ABD at December 31, 2023 is $ 184,507 .

to BMI Capital Partners International Limited.

Capital Partners International Limited (“BMI”) is incorporated in Hong Kong and is a fellow subsidiary of the common parent

company, Alset Inc.

The amount due to BMI represents short-term working capital advances to the Company for its daily operations.

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

amount due to BMI is due upon request, it is classified as a current liability.

The amounts due to BMI at December 31, 2024 and 2023

are $ 0 and $ 1,442 , respectively.

and Administrative Services

on the date the Company’s common stock was first listed on the Nasdaq, the Company has agreed to pay to Alset Management Group

a total of $ 10,000 per month for office space, utilities, and secretarial and administrative support for up to 24 months.

Upon completion

of the Business Combination, the Company ceased paying these monthly fees.

During the years ended December 31, 2024 and 2023, the Company

recorded a charge of $ 0 and $ 120,000 , respectively, to the statement of operations pursuant to the agreement.

Capital Loans

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

of the Company’s officers and directors were permitted to, but were not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes were to be repaid

upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may

be converted upon completion of a Business Combination into units at a price of $ 10.00 per unit.

Such units would be identical to the

Private Placement Units.

The Business Combination has closed, and there are no amounts outstanding

under these Working Capital Loans.

No amounts were converted into the units at the Business Combination.

May 1, 2023, the Company amended the Investment Management Trust Agreement (the “Trust Agreement”) with Wilmington Trust,

National Association, a national banking association, which was entered into on January 31, 2022.

On May 2, 2023 the Company filed an

Amendment to the Amended and Restated Certificate of Incorporation.

The Trust Agreement and Amended and Restated Certificate of Incorporation

were amended, in part, so that the Company’s ability to complete a business combination was extended in additional increments of

one month up to a total of twenty-one (21) additional months from the closing date of the Offering, subject to the payment into the Trust

Account by the Company of one-third of 1% of the funds remaining in the Trust Account following any redemptions in connection with the

approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation.

The Sponsor funded the first 30-day

extension payment on May 3, 2023.

The Sponsor also made subsequent extension payments on June 5 th and July 6 th of

$ 68,928 and $ 69,158 , respectively.

The Sponsor was entitled to the repayment of these extension payments, without interest.

As of December

31, 2024 and 2023 there was $ 0 and $ 205,305 outstanding under the extension loan, respectively.

covenants and the amount due from HAIL is non-interest bearing.

Since the amount due from HAIL is due upon request, it is classified

as a current asset.

The amount due from HAIL at December 31, 2025 is $ 381,461 .

9 — RELATED PARTY TRANSACTIONS

August 31, 2023, Hapi Café Inc.

and Ketomei Pte.

entered into a binding term sheet pursuant to which HCI agreed to lend Ketomei

up to $ 36,634 pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be

This loan was written off upon the acquisition of Ketomei in February 2024.

October 26, 2023, the same parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 37,876

pursuant to a non- convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be 3.5 %.

loan was written off upon the acquisition of Ketomei in February 2024.

February 20, 2024, the Company invested additional $ 312,064 for an additional 38.41 % ownership interest in Ketomei by converting $ 312,064

of convertible loan.

The loan was impaired at the year ended December 31, 2023, therefore, $ 312,064 was transferred from impairment of

convertible loan to impairment of loss on goodwill.

After this additional investment, the Company owns 55.65 % of Ketomei’s

outstanding shares and Ketomei is consolidated into the financial statements of the Company beginning on February 20, 2024.

March 20, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation (“SHRG”),

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shares of SHRG’s common stock at an exercise price of $ 0.0012 per share, the exercise period of the warrant being five (5) years

from the date of the securities purchase agreement, for an aggregate purchase price of $ 250,000 .

At the time of filing, the Company has

not converted any of the debt contemplated by CN 1 nor exercised any of the warrants.

from the date of the securities purchase agreement, for an aggregate purchase price of $ 250,000 (“WRNT 1”).

1 bears a 6 % interest rate and has scheduled maturity on March 19, 2027 , three years from the date of the CN 1.

the time of filing, the Company has not converted any of the debt contemplated by CN 1 nor exercised any of the warrants.

May 9, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which the

2 unchanged sentences

CN 2 bears an 8 % interest

rate and has a scheduled maturity three years from the date of the CN 2.

Additionally, upon signing CN 2, SHRG owed the Company a commitment

fee of 8 % of the principal amount, $ 20,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company.

rate and has scheduled maturity on May 8, 2027 , three years from the date of the CN 2.

Additionally, upon signing CN 2, SHRG owed the

Company a commitment fee of 8 % of the principal amount, $ 20,000 in total, to be paid either in cash or in common stock of SHRG, at the

discretion of the Company.

At the time of filing, the Company has not converted any of the debt

contemplated by CN 2.

June 6, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which the

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CN 3 bears an 8 % interest

rate and has a scheduled maturity three years from the date of the CN 3.

Additionally, upon signing CN 3, SHRG owed the Company a commitment

fee of 8 % of the principal amount, $ 20,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company.

rate and has scheduled maturity on June 5, 2027 , three years from the date of the CN 3.

Additionally, upon signing CN 3, SHRG owed the

Company a commitment fee of 8 % of the principal amount, $ 20,000 in total, to be paid either in cash or in common stock of SHRG, at the

discretion of the Company.

At the time of filing, the Company has not converted any of the debt

contemplated by CN 3.

August 13, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which

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CN 4 bears an 8 % interest

rate and has a scheduled maturity three years from the date of the CN 4.

Additionally, upon signing CN 4, SHRG owed the Company a commitment

fee of 8 % of the principal amount, $ 8,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company.

of December 31, 2024, a total of $ 48,000

in commitment fees and $ 39,323

of convertible note interest was recorded under other receivable.

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

rate and has scheduled maturity on August 13, 2027 , three years from the date of the CN 4.

Additionally, upon signing CN 4, SHRG owed

the Company a commitment fee of 8 % of the principal amount, $ 8,000 in total, to be paid either in cash or in common stock of SHRG, at

the discretion of the Company.

At the time of filing, the Company has not converted any of the

debt contemplated by CN 4.

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

the Company purchased from SHRG a Convertible Promissory Note (“CN 5”) in the amount of $ 150,000 , convertible into 309,650

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 150,000 .

CN 5 bears an 8 % interest

rate and has scheduled maturity on January 15, 2028 , three years from the date of the CN 5.

the time of filing, the Company has not converted any of the debt contemplated by CN 5.

March 31, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation pursuant to which the

Company purchased from SHRG a (i) Convertible Promissory Note (“CN 6”) in the amount of $ 150,000 , convertible into 187,500

shares of SHRG’s common stock at the option of the Company, and (ii) certain warrants exercisable into 937,500 shares of SHRG’s

common stock at an exercise price of $ 0.85 per share, the exercise period of the warrant being three ( 3 ) years from the date of the securities

purchase agreement, for an aggregate purchase price of $ 796,875 .

At the time of filing, the Company has not converted

any of the debt contemplated by CN 6 nor exercised any of the warrants.

Additionally,

upon signing CN 6, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 12,000 in total, to be paid either in cash

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

CN 6 bears an 8 % interest rate and has scheduled maturity on March 30,

2028 , three years from the date of the CN 6.

At the time of filing, the Company has not converted

any of the debt contemplated by CN 6 nor exercised any of the warrants.

April 21, 2025, the Company entered into a loan agreement (the “Loan Agreement 1”) with Sharing Services Global Corporation,

under which the Company provided a loan to SHRG in the amount of $ 30,000 .

The maturity date of the Loan Agreement 1 is April 21, 2026 .

The Loan Agreement 1 bears a 10 % interest rate.

April 25, 2025, the Company entered into a loan agreement (the “Loan Agreement 2”) with Sharing Services Global Corporation,

under which the Company provided a loan to SHRG in the amount of $ 250,000 .

The maturity date of the Loan Agreement 2 is April 25, 2026 .

The Loan Agreement 2 bears an 8 % interest rate.

Additionally, upon execution of the Loan Agreement 2 SHRG incurred a commitment fee representing

5 % of the loan principal, $ 12,500 .

June 27, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation pursuant to which the

Company purchased from SHRG a Convertible Promissory Note (“CN 7”) in the amount of $ 60,000 , convertible into 10,000,000

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 60,000 , Additionally,

upon signing CN 7, SHRG owed the Company a commitment fee of 8 % of the principal amount $ 4,800 in total, to be paid either in cash or

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

CN 7 bears an 8 % interest rate and has scheduled maturity on June 26, 2028 ,

three years from the date of the CN 7.

At the time of filing, the Company has not converted any

of the debt contemplated by CN 7.

September 17, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation pursuant to which

the Company purchased from SHRG a Convertible Promissory Note (“CN 8”) in the amount of $ 70,000 , convertible into 11,666,667

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

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

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

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

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

At the time of filing, the Company has not converted

any of the debt contemplated by CN 8.

October 6, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation pursuant to which

the Company purchased from SHRG a Convertible Promissory Note (“CN 9”) in the amount of $ 200,000 , convertible into 33,333,333

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 200,000 , Additionally,

upon signing CN 9, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 16,000 in total, to be paid either in cash

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

CN 9 bears an 8 % interest rate and has scheduled maturity on October 6,

2028 , three years from the date of the CN 9.

At the time of filing, the Company has not converted

any of the debt contemplated by CN 9.

December 10, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation pursuant to which

the Company purchased from SHRG a Convertible Promissory Note (“CN 10”) in the amount of $ 150,000 , convertible into 25,000,000

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 150,000 , Additionally, upon

signing CN 10, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 12,000 in total, to be paid either in cash or in

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

CN 10 bears an 8 % interest rate and has scheduled maturity on December 10, 2028 ,

three years from the date of the CN 10.

At the time of filing, the Company has not converted any

of the debt contemplated by CN 10.

of December 31, 2025 and 2024, a total of $ 110,900 and $ 48,000 in commitment fees and $ 147,504 and $ 39,323 of interest was recorded under

other receivable, net, respectively.

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

and Alset International Limited, in addition to certain entities affiliated

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

Chairman, respectively, of SHRG.

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

from F&B business amounting to approximately $ 3,711 and $ 4,488 during the years ended December 31, 2025 and 2024, respectively, was

related to corporate sales.

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

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

in other income during the years ended December 31, 2025 and 2024 is $ 1,951 and $ 6,462 , respectively of rental income from related parties.

Receivables, Net

receivables, net, are primarily composed of miscellaneous receivables from related parties, including interest accrued on loans to related

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

As of December 31,

2025, and 2024, the amount of other receivable, net was $ 614,577 and $ 342,712 , respectively, including the amount due from related parties

of $ 605,627 and $ 302,102 , respectively.

The impairment of other receivables, net was $ 158,036 and $ 0 as of December 31, 2025, and 2024,

respectively.

Insurance Group, LLC

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

Insurance Group, LLC (“LEH”).

The acquisition closed on February 27, 2025.

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

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

However, following

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

LEH is a licensed insurance agency representing over 600 insurance

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

LEH provides personalized insurance solutions, offering expert

guidance to meet the unique coverage needs of each customer.

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

and has yet to turn a profit.

The Company paid $ 75,000 for the acquisition and recorded $ 74,024 of goodwill as result of the acquisition,

which was written off due to the poor financial situation of LEH.

September 17, 2025, HWH entered into another definitive agreement to acquire the remaining 40 %

interest in L.E.H.

Insurance Group, LLC.

The acquisition closed on August 27, 2025.

This acquisition was facilitated through the

purchase of shares from Sharing Services Global Corporation.

The Company paid $ 40,000

for the acquisition and recorded $ 42,624

of goodwill as result of the acquisition, which was written off due to the poor financial situation of LEH.

of December 31, 2025, the Company impaired goodwill of $ 116,648 to $ 0 , which was generated from net asset value during the acquisition.

Total impairment expenses were $ 116,648 .

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

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

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

The planned joint venture company (referred

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

The JVC will be initially owned

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

Chan will hold 11 %;

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

the JVC will be held by Mr.

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

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

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

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

of December 31, 2025, HTHPL owed the Company a total of $ 26,623 , which is recorded in other receivables in the financial statements.

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

$ 145,478 was

written off as bad debt and record in general and administrative expenses in the financial statements

10 - FINANCIAL ASSETS AT FAIR VALUE

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

OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

31, 2025 and 2024:

SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurement Using

December 31, 2025

Warrants – SHRG

Convertible loans receivable – SHRG

Marketable securities - Trading

Total Investment in securities at Fair Value

Value Measurement Using

1 unchanged sentence

Investment in securities at Fair Value

fair value of the SHRG warrants under level 2 category as of December 31, 2024 was calculated using a binomial option pricing model valued

with the following weighted average assumptions:

OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

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

model valued with the following weighted average assumptions:

SCHEDULE OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

December 31, 2025

December 31, 2024

Exercise price

3 unchanged sentences

Year to maturity

December 31, 2025

Exercise price

Risk free interest rate

Annualized volatility

Dividend yield

Year to maturity

Warrants measurement input

1 unchanged sentence

for bifurcation.

The Company engaged a valuation firm to perform the valuation of convertible loans.

The Company engaged third party valuation firm to perform the valuation of convertible loans.

The fair value of the

1 unchanged sentence

flow with the following assumptions:

As of December 31, 2024

March 18, 2024

August 13, 2024

Valuation date

Risk-free interest rate

3 unchanged sentences

Expected dividend yield

Debt measurement input

Valuation date

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

Valuation date

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

Warrant measurement input

in the observable input values would likely cause material changes in the fair value of the Company’s Level 2 financial instruments.

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

from F&B business amounting to approximately $ 4,488 and $ 7,444 during the years ended December 31, 2024 and 2023, respectively, was

related to corporate sales.

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

in Accounts Receivable, net at December 31, 2024 and 2023 is $ 1,652 and $ 6,181 , respectively, of amounts due from related parties.

in other income during the years ended December 31, 2024 and 2023 is $ 6,462 and $ 6,756 , respectively of rental income from related parties.

14 — COMMITMENTS AND CONTINGENCIES

From time to time the Company

may be named in claims arising in the ordinary course of business.

Currently, no legal proceedings, government actions, administrative

actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of management, could reasonably

be expected to have a material adverse effect on its business and financial condition.

For all periods presented, the Company was not

a party to any pending material litigation or other material legal proceedings.

holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and

any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working

Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement

to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale.

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required

to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are

released from their lock-up restrictions.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 additional Units

to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On February 3,

2022, the underwriters elected to fully exercise their over-allotment option.

The Units were sold at an offering price of $ 10.00 per

Unit, generating additional gross proceeds to the Company of $ 11,250,000 .

underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 1,725,000 in the aggregate, upon the closing of the Initial

Public Offering.

In addition, the underwriters were entitled to a deferred fee of $ 0.35 per Unit, or $ $ 3,018,750 in the aggregate.

deferred fee was paid to the underwriters in the form of cash, shares and promissory note upon completion of the Business Combination

the years ended December 31, 2025 and 2024, the Company held convertible notes receivable with SHRG.

The following table shows the activity

of the notes during the years ended December 31, 2025 and 2024.

SCHEDULE OF CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY

Convertible note receivable, related party

Unrealized Loss

December 31, 2024

Convertible note receivable, related party

the years ended December 31, 2025 and 2024, the Company revalued the convertible note receivable with SHRG and the balance increased

from $ 744,652

to $ 1,478,419

to $ 744,652 ,

respectively.

The total $ 46,234

revaluated loss amount was booked in unrealized loss on convertible note receivable and warrants – related party, and $ 105,348

revaluated gain amount was booked in unrealized loss on convertible note receivable and warrants – related party.

the year ended December 31, 2025, the Company reclassified “Investment in securities at fair value – related party”

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

the consolidated balance sheet based on management’s assessment of the expected holding period.

This change in classification had

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

Company’s investment portfolio includes the following Level 1 securities, measured at fair value using unadjusted quoted market

prices in active markets.

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

stock, we use the stock price from the local stock exchange to calculate fair value.

loss on marketable securities for the year ended December 31, 2025 was $ 4,424 .

Unrealized loss on marketable securities was $ 737 in the

year ended December 31, 2025.

These gains and losses were recorded directly to net loss.

11 — STOCKHOLDERS’ EQUITY

total amount of authorized capital stock of the Company is 56,000,000 shares, consisting of (a) 55,000,000 shares of common stock, and

(b) 1,000,000 shares of preferred stock.

As of December 31, 2024 and 2023, there were no shares of preferred stock outstanding.

total amount of authorized capital stock of the Company of 500,000,000 shares, consists of (a) 450,000,000 shares of common stock (the

“Common Stock”), and (b) 50,000,000 shares of preferred stock (the “Preferred Stock”).

As of December 31, 2025

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

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

32 unchanged sentences

in no event will the Company be required to net cash settle the Public Warrants.

Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except

the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) were transferable,

Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except the Private

Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) were not transferable,

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

following table summarizes the warrant activity for the years ended December 31, 2025 and 2024.

OF WARRANT ACTIVITY

SCHEDULE OF WARRANT ACTIVITY

Remaining Contractual

5 unchanged sentences

Warrants Vested and exercisable at December 31, 2025

Outstanding as of December 31, 2022

Vested and exercisable at December 31, 2022

cancelled, expired

Outstanding as of December 31, 2023

Vested and exercisable at December 31, 2023

of HWH Shares to EF Hutton

December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting

agreement previously entered into by the Company and EF Hutton, a division of Benchmark Investments, LLC, under which in lieu of the

Company tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination of $ 325,000 in cash payable 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 the Business Combination on January 9, 2024.

The 149,443 shares were issued at the price

of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the Company shares at issuance

on January 9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024 as

this was an adjustment to prior underwriting costs accounted for in equity.

Remaining Contractual

Exercise Price

Warrants Outstanding as of December 31, 2023

Warrants Vested and exercisable at December 31, 2023

Forfeited, cancelled, expired

Warrants Outstanding as of December 31, 2024

Warrants Vested and exercisable at December 31, 2024

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

share (the “Shares”) and 1,250,000 pre-funded warrants to purchase shares of common stock (“Pre-Funded Warrants”).

The Shares and Pre-Funded Warrants were offered at a public offering price of $ 0.40 per share and $ 0.3999 per Pre-Funded Warrant.

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 of

approximately $ 355,017 .

offering was conducted pursuant to the Company’s registration statement on Form S-1 (File No.

333-282567), which was initially

filed with the Securities and Exchange Commission on October 10, 2024, subsequently amended on October 23, 2024, December 4, 2024, and

December 10, 2024, and declared effective on December 19, 2024.

The offering closed on January 6, 2025.

Boral Capital LLC (“D.

Boral Capital”) was acting as the exclusive placement agent for the offering.

Pursuant to the Placement

Agency Agreement, the Company has agreed to pay D.

Boral Capital a cash fee equal to 7.5 % of the gross proceeds from the offering, a

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 .

Reverse Stock Split

January 16, 2025, the holders of a majority of the issued and outstanding shares of common stock of the Company, approved by written

consent, an amendment of the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the

Company’s common stock, par value $ 0.0001 per share, at a ratio of 1-for-5 (the “Reverse Stock Split”).

Stock Split was effectuated on February 24, 2025.

with HWH International Inc – Nevada

November 12, 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 (“New HWH”).

The Company determined it advisable and in

the best interests of the Company and its stockholders that the Company merge with and into New HWH, with New HWH being the surviving

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

was completed on November 14, 2025.

After the Merger, the total number of shares of capital stock which 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 be 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.

$ 10 of share capital from HWH International Inc.

– Nevada was transferred

to additional paid-in capital on November 14, 2025.

Incentive Compensation Plan

November 26, 2025, the Board of Directors of the Company awarded the Company’s Chairman and Chief Executive Officer Chan Heng Fai 1,000,000

shares of the Company’s common stock (the “Shares”).

The Shares were granted to Mr.

Chan as compensation for services rendered

to the Company pursuant to the Company’s 2025 Incentive Compensation Plan, as adopted on October 10, 2025.

As of the date of issuance of the Shares, the fair value of the Shares was approximately $ 1,580,000 , and the related cost is included

in general and administrative expenses.

12 — INCOME TAXES

provision for income taxes consisted of the following:

OF PROVISION FOR INCOME TAXES

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

Income taxes at statutory rate

Change in valuation allowance

Effective tax rate

SCHEDULE OF PROVISION FOR INCOME TAXES

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

taxes at statutory rate

in valuation allowance

components of the Company’s deferred tax assets and liabilities are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

from related party

Operation Loss

deferred tax assets

Receivable from related party

Lease Liability

Accrued Commission

Net Operation Loss

Total deferred tax assets

tax liabilities:

deferred tax liabilities

Prepaid commissions

Right-of-Use Assets

Total deferred tax liabilities

$ ( 105,754 )

$ ( 123,371 )

Deferred tax assets / (liabilities), net

Less valuation allowance

Deferred tax asset c/f

tax assets / (liabilities), net

valuation allowance

tax asset c/f

consideration of all the evidence, both positive and negative, management has recognized a valuation allowance with respect to its net

1 unchanged sentence

taxable income in future years.

Company has operating leases for its office spaces, one F&B store in South Korea and two F&B stores in Singapore.

In the second

quarter of 2024, the Company ceased its operations of F&BPLQ and recorded a gain on termination of the operating lease of $ 248 , which

is included in other income on the Company’s Statement of Operations for the year ended December 31, 2024.

related lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Since the Company’s

leases do not provide an implicit rate that can be readily determined, management uses a discount rate based on the incremental borrowing

The Company’s weighted-average remaining lease term relating to its operating leases is 1.76 years, with a weighted-average

discount rate of 3.39 %.

The Company’s tax returns

for 2022, 2023 and 2024 remain open to examination.

As of December 31, 2025, the Company

had federal net operating loss carryforwards of approximately $ 886,022 , which do not expire and may be carried forward indefinitely.

Company has operating leases for its one F&B store in South Korea and one F&B stores in Singapore as of December 31, 2025.

The related lease

agreements do not contain any material residual value guarantees or material restrictive covenants.

Since the Company’s leases

do not provide an implicit rate that can be readily determined, management uses a discount rate based on the incremental borrowing

The Company’s weighted-average remaining lease term relating to its operating leases is 0.91

years, with a weighted-average discount rate of 3.59 %.

Company has also utilized the following practical expedients:

2 unchanged sentences

current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the balance

Total lease expenses amounted to $ 490,122 and $ 509,340 , which were included in general and administrative expenses in the statements

of operations for the years ended December 31, 2024 and 2023, respectively.

Total cash paid for operating leases amounted to $ 465,733

and $ 580,580 for the years ended December 31, 2024 and 2023, respectively.

In addition, the Company leases certain equipment on a short-term

(12 months or less) basis.

Total short-term lease expense of $ 20,615 and $ 14,348 is included in general and administrative expenses for

the years ended December 31, 2024 and 2023, respectively.

Total lease expenses of $ 253,782 and $ 490,122 were included in general and administrative expenses in the statements of operations

for the years ended December 31, 2025 and 2024, respectively.

Total cash paid for operating leases was $ 259,849 and $ 465,733 for the

years ended December 31, 2025 and 2024, respectively.

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

Total short-term lease expense of $ 11,664 and $ 20,615 is included in general and administrative expenses for the years ended

December 31, 2025 and 2024, respectively.

Supplemental balance sheet information related to operating leases is as follows:

9 unchanged sentences

Maturity of Lease Liabilities

12 months ending December 31, 2025

12 months ending December 31, 2026

12 months ending December 30, 2027

12 months ended December 31, 2026

12 months ended December 31, 2027

Total undiscounted lease payments

3 unchanged sentences

Operating lease liabilities - Non-current

18 — DISAGGREGATION OF REVENUE

financial information of the Company’s operating revenue for disaggregated revenue purposes by revenue source are as follows:

sales only represent sales to members, not third parties who are not members.

SCHEDULE OF DISAGGREGATION OF REVENUE

December 31, 2024

December 31, 2023

Membership Fee

Product Sales

Food and Beverage

14 — COMMITMENTS AND CONTINGENCIES

time to time the Company may be named in claims arising in the ordinary course of business.

Currently, no legal proceedings, government

actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion

of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

For all periods

presented, the Company was not a party to any pending material litigation or other material legal proceedings.

15 — CONCENTRATION RISK

7 unchanged sentences

the year ended December 31, 2024, five suppliers accounted for approximately over 80 % of the Company’s total cost of revenue.

20 — INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY

February 20, 2024, the Company held an equity method investment in a related party, Ketomei, and also had a convertible note receivable

with Ketomei.

The following table shows the activity of the investment and note during the years ended December 31, 2024 and 2023.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

December 31, 2023

December 31, 2024

Investment in associate, related party

Convertible note receivable, related party

December 31, 2023

Investment in associate, related party

$ ( 125,599 )

Convertible note receivable, related party

$ ( 493,898 )

the year of 2024, the Company impaired convertible note receivable of $ 42,328

and goodwill of $323,864 to $0, which was generated from net asset value during the acquisition.

Total impairment expenses

were $ 366,192 .

February 20, 2024, the Company invested an additional $ 312,064 for an additional 38.41 % ownership interest in Ketomei by converting $ 312,064

of convertible loan.

The loan was impaired at the year ended December 31, 2023, therefore, $ 312,064 was transferred from impairment of

convertible loan to impairment of equity method investment.

After this additional investment, the Company owns 55.65 % of Ketomei’s

outstanding shares and Ketomei is consolidated into the financial statements of HWH International Inc.

beginning on February 20, 2024.

the year ended December 31, 2024, the Company held convertible notes receivable with SHRG.

The following table shows the activity of

the notes during the year ended December 31, 2024.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

Unrealized Losses

note receivable - related party

the year ended December 31, 2024, the Company revalued the convertible note receivable with SHRG of $ 850,000 to $ 744,652 .

The total $ 379,887

revaluated loss amount was booked in unrealized loss on convertible note receivable – related party and $ 287,512 revaluated gain

amount was booked in additional paid in capital as this was a related party transaction.

21 — CHANGE IN FISCAL YEAR

connection with the Business Combination, the Company changed its fiscal year end from November 30 to December 31.

The Company reported its audited financial statements on Form 10-K for the year ended November 30, 2023.

The Company’s financial

statement for one month of December 2023, that were not previously reported include expenses related to business combination,

ordinary business expenses and investment income.

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONDENSED CONSOLIDATED BALANCE SHEETS

SCHEDULE OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS

December 31, 2023

Current assets:

Other current assets

Total current assets

Cash and marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses

Extension Loan – Related Party

Total current liabilities

Deferred underwriting compensation

Total liabilities

Commitments and contingencies

Temporary equity:

Class A common stock subject to possible redemption;

395,207 shares (at approximately $ 53.40 per share) as of December 31, 2023*

Stockholders’ deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001

shares authorized;

issued and outstanding (excluding 395,207

shares subject to possible redemption) as of December 31, 2023 *

Class B common stock, $ 0.0001

shares authorized;

shares issued and outstanding as of December 31, 2023 *

Additional Share Capital

Accumulated deficit

( 2,785,942 )

Total stockholders’ deficit

( 2,629,916 )

Total liabilities and stockholders’ deficit

* The common stock share

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

December 31, 2023

Administration fee - related party

General and administrative

TOTAL EXPENSES

Investment income earned on cash and marketable securities held in Trust Account

TOTAL OTHER INCOME

Income tax expense

22 — SUBSEQUENT EVENT

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 share (the “Shares”) and 1,250,000

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

The Shares and Pre-Funded Warrants were

offered at a public offering price of $ 0.40

per share and $ 0.3999

per Pre-Funded Warrant.

The Pre-Funded Warrants were exercisable immediately upon issuance and have an exercise price of $ 0.0001

The gross proceeds to the Company from the offering were approximately $ 1.76

million, before deducting placement agent fees and other offering expenses of approximately $ 355,017 .

offering was conducted pursuant to the Company’s registration statement on Form S-1 (File No.

333-282567), which was initially

filed with the Securities and Exchange Commission on October 10, 2024, subsequently amended on October 23, 2024, December 4, 2024, and

December 10, 2024, and declared effective on December 19, 2024.

The offering closed on January 6, 2025.

Boral Capital LLC (“D.

Boral Capital”) was acting as the exclusive placement agent for the offering.

Pursuant to the Placement

Agency Agreement, the Company has agreed to pay D.

Boral Capital a cash fee equal to 7.5 % of the gross proceeds from the offering, a

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 .

to Amended and Restated Certificate of Incorporation

January 8, 2025, the Company amended the text of Section 7.3 of Article VII of the Company’s Amended and Restated Certificate of

Incorporation with the State of Delaware to permit the stockholders of the Company to take action by majority written consent.

This Amendment

of the Company’s Amended and Restated Certificate of Incorporation was approved by the Company’s stockholders at the Company’s

annual meeting of stockholders on December 12, 2024.

Reverse Stock Split

January 16, 2025, the holders of a majority of the issued and outstanding shares of common stock of the Company, approved by written

consent, an amendment of the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the

Company’s common stock, par value $ 0.0001 per share, at a ratio of 1-for-5 (the “Reverse Stock Split”).

stock split was effectuated on February 24, 2025.

Insurance Group, LLC

November 19, 2024, HWH entered definitive agreements to acquire a controlling 60 %

interest in L.E.H.

Insurance Group, LLC (“LEH”).

The acquisition closed on February 27, 2025.

This acquisition was

facilitated through the purchase of shares from Sharing Services Global Corp.

(“SHRG”) SHRG sold its 60 %

interest in LEH to HWH, while the remaining 40 %

stake was retained by the original owner.

However, following this transaction, the original owner sold their 40 %

interest to SHRG.

John Thatch, the Chief Executive Officer of the Company, is also the Chief Executive Officer of both LEH and SHRG.

LEH is a licensed insurance agency representing over 600 insurance companies, serving as an independent advisor to businesses and

LEH provides personalized insurance solutions, offering expert guidance to meet the unique coverage needs of each

LEH is in the early stages of its development, has no employees on its payroll, and has yet to turn a profit.

Securities P urchase A greement

On March 31, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation

(“SHRG”), pursuant to which SHRG issued a convertible promissory note to the Company in the amount of $ 150,000 , the indebtedness

thereunder being convertible into SHRG common stock at $ 0.80 per share at HWH’s option until maturity of the convertible note three

(3) years from the date of the securities purchase agreement.

Further, SHRG granted the Company warrants exercisable into 937,500 shares

of SHRG common stock, the exercise period of the warrants being three (3) years from the date of the securities purchase agreement at

an exercise price of $ 0.85 per share.

16 – CORRECTION OF AN IMMATERIAL ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

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

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

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

for the three months ended March 31, 2024.

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

the period ended March 31, 2025, the Company identified an immaterial error related to foreign currency translation adjustment in its

previously issued financial statements for the year ended December 31, 2024.

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

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

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

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

accompanying comparative 2024 financial statements have been revised to correct this error.

The Company has evaluated the error in accordance

with the SEC’s Staff Accounting Bulletin No.

99 and SAB No.

108 and concluded that it was not material to its previously issued

financial statements and therefore has been corrected herein through revision.

17— SUBSEQUENT EVENTS

Company has evaluated all subsequent events and transactions through March 25, 2026, the date that the consolidated financial statements

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

Purchase Agreements with SHRG

January 2, 2026, the Company entered into a securities purchase agreement with Sharing Services Global Corporation (“SHRG”),

pursuant to which SHRG issued a convertible promissory note to the Company in the amount of $ 40,000 , the indebtedness thereunder being

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

the date of the securities purchase agreement with an 8 % interest per annum and commitment fee of 8 % of the principal amount.

January 8 2026, the Company entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which

SHRG issued a convertible promissory note to the Company in the amount of $ 120,000 , the indebtedness thereunder being convertible into

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

securities purchase agreement with an 8 % interest per annum and commitment fee of 8 % of the principal amount.

February 4, 2026, the Company entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which

SHRG issued a convertible promissory note to the Company in the amount of $ 125,000 , the indebtedness thereunder being convertible into

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

securities purchase agreement with an 8 % interest per annum and commitment fee of 8 % of the principal amount.

of Hapi Metaverse Inc.

February 5, 2026, Alset Inc., the Company’s majority stockholder entered into a Stock Purchase Agreement with the Company, pursuant

to which Alset Inc.

agreed to sell to the Company 505,341,376 shares of Hapi Metaverse Inc.

(“Hapi”) for a purchase price

of $ 19,910,603 in the form of a promissory note convertible into newly issued shares of common stock of the Company Effectively, upon

closing this transaction, the Company will become Hapi’s controlling stockholder.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data