What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-31 · 285 added, 248 removed, 450 unchanged (54% of the section changed)

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over financial reporting as of December 31, 2025, management determined that the following issues constitute as material weakness:

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

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

controls over financial reporting.

Additionally, well-defined accounting policies and procedures have not been established and many financial close procedures, including

period-end review and reconciliations, did not occur on a timely basis or failed to identify material adjustments.

Additionally,

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

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

Annual Report filed on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding

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Fai Ambrose Chan

Chairman, Director

“J.T.” Thatch

Executive Officer

Chairman, Chief Executive Officer, Director

Financial Officer

Sheng Hon Danny

Operating Officer

and Chief Operating Officer

mailing address for each of the officers and directors named above is c/o of the Company at:

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Fai Ambrose Chan.

Chan has served as our Chairman since October 2021 and served as our Chief Executive Officer from October 2021

to January 2024.

Chan has served as our Chairman since October 2021 and has served as our Chief Executive Officer from October

2021 to January 2024 and since October 2025.

Chan is an expert in banking and finance, with 45 years of experience in these industries.

He has restructured numerous

companies in various industries and countries during the past 40 years.

Chan has served as a director of Alset International Limited,

an SGX listed company, since May 2013, has served as its Chief Executive Officer since April 2014 and has served as its Chairman of the

Board since June 2017.

He has restructured numerous companies in various industries and countries during the past 40 years.

Chan has served as a director

of Alset International Limited, an SGX listed company, since May 2013, has served as its Chief Executive Officer since April 2014 and

has served as its Chairman of the Board since June 2017.

Chan has served as a director of Hapi Metaverse Inc.

since October 2014 and as Chairman since July 2021.

Chan has served as a director of the LiquidValue Development Inc.

since January 2017 and has served as its Chairman of the Board since

December 2017.

Chan has served as a director of DSS, Inc., an NYSE listed company, since January 2017 and has served as its Chairman

of the Board since March 2019.

Chan is the founder of Alset Inc., a Nasdaq listed company, the majority shareholder of the Company

and has served as its Chairman of the Board and Chief Executive Officer since its inception in March 2018.

Chan has served as director

of Sharing Services Global Corporation, an OTC Pink listed company, since April 2020 and has served as its Chairman of the Board since

Chan has served as director of Value Exchange International, Inc., an OTCQB listed company, since December 2021.

has served as director of Impact BioMedical Inc., a NYSE listed company, since March 2025.

Chan was the Executive Chairman of China Gas Holdings Limited, an HKSE listed company, an investor and operator of municipal gas pipeline

since October 2014

and as Chairman since July 2021.

Chan has served as a director of Winning Catering Group, Inc.

(formerly known as LiquidValue Development

Inc.) since January 2017 and has served as its Chairman of the Board since December 2017.

Chan has served as a director of DSS, Inc.,

an NYSE listed company, since January 2017 and has served as its Chairman of the Board since March 2019.

Chan is the founder of Alset

Inc., a Nasdaq listed company, the majority shareholder of the Company and has served as its Chairman of the Board and Chief Executive

Officer since its inception in March 2018.

Chan has served as a director of Value Exchange International, Inc., an OTC Markets company,

since December 2021.

Chan has served as a director of Impact BioMedical Inc., a NYSE listed company, since March 2025.

served as a non-executive director of True Partner Capital Holding Limited, an HKSE listed company, since June 2025.

Chan was the Executive Chairman of China Gas Holdings Limited, an HKSE listed company, an investor and operator of city gas pipeline

infrastructure in China from 1997 to 2002.

Chan served as director of Heng Fai Enterprises Limited (now known as Zensun Enterprises

Limited), an HKSE listed company, an investment holding company, from September 1992 to 2015, and as the Managing Chairman from 1995

Chan served as director of Skywest Ltd., a public Australian airline company from 2005

Chan was the Managing Director of SingHaiyi Group Ltd.

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company formerly listed on the SGX, from March 2003 to September 2013.

Chan served as a director of Skywest Ltd., a public Australian

airline company from 2005 to 2006.

Chan served as a director of Holista CollTech Ltd., an ASX listed company, from July 2013 until

Chan served as a director of Global Medical REIT Inc., an NYSE listed company, a healthcare facility real estate company,

from December 2013 to July 2015.

Chan served as a director of OptimumBank Holdings, Inc.

Chan served as a director of Heng Fai Enterprises Limited

(now known as Zensun Enterprises Limited), an HKSE listed company, an investment holding company, from September 1992 to 2015, and as

the Managing Chairman from 1995 to 2015.

Chan served as a director of Global Medical REIT Inc., a NYSE listed company, a healthcare

facility real estate company, from December 2013 to July 2015.

Chan served as a director of RSI International Systems, Inc.

known as ARCpoint Inc.), a TSXV listed company, the developer of RoomKeyPMS, a web-based property management system, from June 2014 to

February 2019.

Chan served as director of Holista CollTech Ltd., an ASX listed company, from July 2013 until June 2021.

served as a director of OptimumBank Holdings, Inc.

from June 2018 until April 2022.

served as a director of RSI International Systems, Inc.

(now known as ARCpoint Inc.), a TSXV listed company, the developer of RoomKeyPMS,

a web-based property management system, from June 2014 to February 2019.

Chan leads the board and guides our company.

Chan brings extensive knowledge to our company and a deep background in growth companies,

emerging markets, mergers and acquisitions, and capital market activities.

Chan served as a director of Sharing Services

Global Corporation, an OTC Markets listed company, from April 2020 to July 2025 and served as its Chairman of the Board from July 2021

to July 2025.

Chan brings extensive knowledge to our company and a deep background in growth companies, emerging markets, mergers and acquisitions,

and capital market activities.

The board of directors appointed Mr.

Chan in recognition of

his abilities to assist the Company in expanding its business and the contributions he can make to the Company’s strategic direction.

Thatch has served as HWH’s Chief Executive Officer since January 9, 2024.

Thatch has also

served as a director of DSS, Inc., a NYSE traded company, from May 2019 to October 2023, during which time he was their Lead Independent

Thatch is an accomplished, energetic, entrepreneur-minded executive who has the vision and knowledge to create growth and

shareholder value for any organization.

Thatch has successfully started, owned and operated several sized businesses in various industries,

including service, retail, wholesale, on-line learning, finance, real estate management and technology companies.

Since March 2018, Mr.

Thatch has served as the President, Chief Executive Officer and Vice Chairman of Sharing Services Global Corporation, a publicly traded

holding company focused in the direct selling and marketing industry.

He is a minority member of Superior Wine & Spirits, a Florida-based

wholesale company since February of 2016.

Thatch served as Chief Executive Officer of Universal Education Strategies, Inc.

2009 to January 2016, an organization involved in the development and sales of educational products and services.

From 2000 to 2005,

he was the Chief Executive Officer of Onscreen Technologies, Inc., currently listed on NASDAQ as Orbital Energy Group “OEG”,

once a global leader in the development of cutting-edge thermal management technologies for integrated LED technologies, circuits, superconductors

and solar energy solutions.

Thatch was responsible for all aspects of the company including board and stockholder communications,

public reporting and compliance with Sarbanes-Oxley, structuring and managing the firm’s financial operations, and expansion initiatives

for all corporate products and services.

Thatch’s public company financial and management experience in the strategic growth

and development of various companies qualify him to serve as Chief Executive Officer of HWH.

Chan in recognition of his abilities to assist the Company in expanding

its business and the contributions he can make to the Company’s strategic direction.

(Ronald) Wei.

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of the Company.

Lim has served as Senior Vice President, Business Development and as Executive Director of Alset International Limited,

an SGX listed company since 2020.

Lim has served as a director of Alset Inc., a Nasdaq listed company, the majority shareholder of

the Company, since October 2022.

Lim has served as a director of DSS, Inc., an NYSE listed company, since October 2023.

served as a director of Value Exchange International Inc., an OTCQB listed company, since December 2023.

Lim has over 8 years of experience in business development, merger & acquisitions, corporate restructuring and strategic planning

and execution.

Lim manages business development efforts, focusing on corporate strategic planning, merger and acquisition and capital

markets activities.

Lim oversees and ensures executional efficiency, and facilitates implementation of the Group’s strategies

by internal and external stakeholders.

Lim liaises with corporate partners or investment prospects for potential working/investment

collaborations, and operational subsidiaries locally and overseas to augment a close parent-subsidiary working relationship.

graduated from Singapore Nanyang Technological University with a Bachelor’s Degree with Honors in Business, specializing in Banking

Lim has served as a member of our Board of Directors since October of 2025.

Lim has served as Senior Vice President,

Business Development and as Executive Director of Alset International Limited, an SGX listed company since 2020.

Lim has served as

a director of Alset Inc., a Nasdaq listed company, the majority shareholder of the Company, since October 2022.

Lim has served as

a director of DSS, Inc., a NYSE listed company, since October 2023.

Lim has served as a director of Value Exchange International

Inc., an OTC Markets listed company, since December 2023.

Lim has extensive experience in business development, merger & acquisitions, corporate restructuring and strategic planning and execution.

Lim manages business development efforts, focusing on corporate strategic planning, merger and acquisition and capital markets activities.

Lim oversees and ensures executional efficiency, and facilitates implementation of our company’s strategies by internal and

external stakeholders.

Lim liaises with corporate partners or investment prospects for potential working/investment collaborations,

and operational subsidiaries to augment a close parent-subsidiary working relationship.

Lim graduated from Singapore Nanyang Technological

University with a Bachelor’s Degree with Honors in Business, specializing in Banking and Finance.

have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight,

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since April 2022, the shares of which are listed

on the OTCQB.

He has served as an independent non-executive director of Alset International Limited since June 2017, the shares of which

are listed on the Catalist Board of the Singapore Stock Exchange and First Credit Finance Group Limited since February 2024, the shares

of which are listed on the GEM Board of The Stock Exchange of Hong Kong Limited.

Wong was an Independent Non-Executive Director of

SMI Holdings Group Limited from April 2017 to December 2020 and SMI Culture & Travel Group Holdings Limited from December 2019 to

November 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong Limited.

on the OTC Markets.

He has served as an independent non-executive director of Alset International Limited since June 2017, the shares

of which are listed on the Catalist Board of the Singapore Stock Exchange and First Credit Finance Group Limited since February 2024,

the shares of which are listed on the GEM Board of The Stock Exchange of Hong Kong Limited.

Wong was an Independent Non-Executive

Director of SMI Holdings Group Limited from April 2017 to December 2020 and SMI Culture & Travel Group Holdings Limited from December

2019 to November 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong Limited.

Wong’s knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business, as well as working

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since November

Wong has been an independent non-executive director of Roma Group Limited, a valuation and technical advisory firm, since March

2016, and has served as an independent non-executive director of Lerthai Group Limited, a property, investment, management and development

company, since December 2018.

Previously, he served as the director and sole proprietor of Aston Wong & Co., a registered certified

public accounting firm, from January 2006 to February 2010.

From January 2005 to December 2005, he was a Partner at Aston Wong, Chan

& Co., Certified Public Accountants.

From April 2003 to December 2004, he served at Gary Cheng & Co., Certified Public Accountants

as Audit Senior.

He served as an Audit Junior to Supervisor of Hui Sik Wing & Co., certified public accountants from April 1993 to

December 1999.

Wong has served as a director of Value Exchange International Inc., an OTC Markets listed company, since April 2022.

has been an independent non-executive director of Roma Group Limited, a valuation and technical advisory firm, since March 2016, and

has served as an independent non-executive director of Lerthai Group Limited, a property, investment, management and development company,

since December 2018.

Previously, he served as the director and sole proprietor of Aston Wong & Co., a registered certified public

accounting firm, from January 2006 to February 2010.

From January 2005 to December 2005, he was a Partner at Aston Wong, Chan & Co.,

Certified Public Accountants.

From April 2003 to December 2004, he served at Gary Cheng & Co., Certified Public Accountants as Audit

He served as an Audit Junior to Supervisor of Hui Sik Wing & Co., certified public accountants from April 1993 to December

He served as an independent non-executive director of SingHaiyi from July 2009 to July 2013 and ZH Holdings from December 2009

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Wong is a Certified Public Accountant admitted to practice in Hong Kong.

He is a Fellow Member of Association

of Chartered Certified Accountants and an Associate Member of the Hong Kong Institute of Certified Public Accountants.

He holds a Master

in Business Administration degree (financial services) from the University of Greenwich, London, England.

He is a Fellow Member of Association of Chartered

Certified Accountants and an Associate Member of the Hong Kong Institute of Certified Public Accountants.

He holds a Master in Business

Administration degree (financial services) from the University of Greenwich, London, England.

Wong demonstrates extensive knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business,

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violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

the period covered by this report, the Company was incorporated under the laws of the State of Delaware until November 14, 2025, at which

time the Company became a Nevada corporation pursuant to a merger, as described in Item 1 of Part I of this Annual Report.

general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business

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opportunity is within the corporation’s line of business;

would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

would not be fair to the corporation and its stockholders for the opportunity not to be brought

to the attention of the corporation.

a result of the change of our state of incorporation, we are now governed by the Nevada Revised Statutes.

NRS 78.140, contracts or other transactions between us and one or more of our directors or officers, or between us and any other entity

in which one or more of our directors or officers have a financial interest, are not void or voidable solely for that reason, provided

the material facts as to the director’s or officer’s relationship or interest are disclosed or known to the board of directors,

and the board authorizes, approves or ratifies the transaction in good faith;

the material facts are disclosed or known to the stockholders, and the stockholders approve or ratify the transaction in good faith;

the transaction is fair to the corporation at the time it is authorized or approved.

NRS 78.070, a Nevada corporation may renounce its interest in business opportunities.

Company’s Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions

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beginning with the quarter which ended on March 31, 2024.

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.

following table sets forth the cash and non-cash compensation awarded to or earned by the members of our Board of Directors during the

fiscal year ended December 31, 2025:

Directors’ Fee

Total Compensation

Wong Tat Keung

Wong Shui Yeung

Chan Heng Fai

Lim Sheng Hon Danny

Equity Awards at Fiscal Year-End

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stock option plan for its officers and directors.

Company has not adopted a Stock Awards Plan but may do so in the future.

The terms of any such plan have not been determined.

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.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.

and Executive Officers (2):

Name and Address

Number of Common

Shares Beneficially

Percentage of

Common Shares (1)

Directors and Executive Officers (2):

Heng Fai Ambrose Chan (3)(4)

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Wong Tat Keung

All Directors and Officers

(7 individuals)

Alset Acquisition Sponsor,

All Directors and Officers (6 individuals)

Alset Acquisition Sponsor, LLC (3)

Alset International Limited

Stockholders:

Other Stockholders:

upon 7,476,400 shares of Common Stock outstanding as of March 25, 2026.

mailing address for each individual and entity set forth above is c/o HWH International Inc., 4800 Montgomery Lane, Suite 210, MD

mailing address for each individual and entity set forth above is c/o HWH International Inc., 4800 Montgomery Lane, Suite 210, Bethesda,

Acquisition Sponsor, LLC, our Sponsor, is the record holder of the securities reported herein.

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or other property.

from Related Party

Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company.

These advances are due on demand

and are non-interest bearing.

During the year ended December 31, 2023, the Sponsor paid a total of $33,475 of operating costs on behalf

of the Company.

During the year ended December 31, 2023, the Company repaid the outstanding balance.

As of December 31, 2024 and 2023,

$0 and $0 was due to the related party, respectively.

and Administrative Services

Company agreed to pay the Alset Management Group Inc.

a total of $10,000 per month for office space, utilities and secretarial and administrative

support for up to 24 months commencing on the date the Units were first listed on the Nasdaq.

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.

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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September 24, 2024 the Company drew $300,000 from the credit line and accrued $3,164 in interest.

On December 31, 2024, $3,164

of the interest remained outstanding.

On December 31, 2025, $3,164 of

the interest remained outstanding.

September 24, 2024, the Company entered into a Debt Conversion Agreement (the “AEI Conversion”) with Alset Inc., pursuant

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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 of the balance 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 Health Wealth Happiness Pte.

(“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 2024 are $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.

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 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 the Company beginning on February 20, 2024.

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.

to Sharing Services Global Corporation

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

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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.

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.

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

Principal Accounting Fees and Services

following table indicates the fees paid by us for services performed for the years ended December 31, 2025 and 2024:

Audit-Related Fees

All Other Fees

International, LLC)

2024 (Grassi &

Co., CPAs, P.C.)

Audit-Related

This category includes the aggregate fees billed for professional services rendered by the independent auditors

during the years ended December 31, 2024 and 2023 for the audit of our consolidated financial statements and review of previous years’

during the years ended December 31, 2025 and 2024 for the audit of our consolidated financial statements and review of

Audit-Related

This category includes the aggregate fees billed for professional services rendered by the independent auditors during

the years ended December 31, 2025 and December 31, 2024 that are reasonably related to the performance of the audit or review of our

financial statements and are not reported above under “Audit Fees.”

This category includes the aggregate fees billed for tax services rendered in the preparation of our federal and

2 unchanged sentences

rendered during the years ended December 31, 2025 and 2024.

January 13, 2024, the Company engaged Grassi & Co., CPAs, P.C.

(“Grassi”) as its independent registered public accounting

firm for the Company’s fiscal year ending December 31, 2024.

The decision to engage Grassi was recommended by the Company’s

Audit Committee and approved by the Company’s Board of Directors.

July 2, 2025, the Company engaged HTL International, LLC (“HTL”) as its independent registered public accounting firm for

the Company’s fiscal year ending December 31, 2025.

The decision to engage HTL was recommended by the Company’s Audit Committee

and approved by the Company’s Board of Directors.

Exhibit and Financial Statement Schedules

List of Financial statements included in Part II hereof:

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

Statements of Operations 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)

Consolidated Balance Sheets as of December 31, 2025 and 2024

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

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

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

List of Financial Statement schedules included in Part IV hereof:

1 unchanged sentence

Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Placement Agency Agreement, dated January 3, 2025, by and between HWH International Inc.

Boral Capital LLC, incorporated by reference to the registrant’s current report on Form 8-K filed with the SEC on January 3, 2025.

Merger Agreement dated September 9, 2022 by and among Alset Capital Acquisition Corp., HWH Merger Sub, Inc.

and HWH International Inc., incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on September 12, 2022.

Agreement and Plan of Merger, dated as of November 12, 2025, by and between HWH International Inc., a Delaware company, and HWH International Inc., a Nevada company, incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2025.

Amended and Restated Certificate of Incorporation dated February 2, 2022, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

2 unchanged sentences

Amendment to Certificate of Incorporation, incorporated by reference to the registrant’s current report on Form 8-K filed with the SEC on November 3, 2023.

Amendment to Amended and Restated Certificate of Incorporated, incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed with the SEC on January 10, 2025.

Amendment to Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed with the SEC on February 20, 2025.

Nevada Certificate of Merger, incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed with the SEC on November 14, 2025.

Delaware Certificate of Merger, incorporated by reference to Exhibit 3.2 to the registrant’s current report on Form 8-K filed with the SEC on November 14, 2025.

Amended and Restated Articles of Incorporation of HWH International Inc., incorporated by reference to Exhibit 3.3 to the registrant’s current report on Form 8-K filed with the SEC on November 14, 2025.

Bylaws of HWH International Inc., incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed with the SEC on November 14, 2025.

Specimen Unit Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

4 unchanged sentences

Rights Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Form of Pre-Funded Warrant, incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the SEC on January 3, 2025.

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934

Letter Agreement among the Registrant and our officers, directors and Alset Management Group, Inc., incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Promissory Note, dated November 8, 2021, issued to Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Investment Management Trust Agreement between Wilmington Trust Company and the Registrant, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Registration Rights Agreement between the Registrant and certain security holders, incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Securities Subscription Agreement, dated November 8, 2021, between the Registrant and Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Placement Unit Purchase Agreement between the Registrant and Alset Acquisition Sponsor, LLC, incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Form of Indemnity Agreement, incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022 .

Administrative Support Agreement by and between the Registrant and Alset Management Group, Inc., incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Sponsor Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp.

and each of the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 12, 2022.

Shareholder Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp., HWH International Inc.

and each of the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on September 12, 2022.

Amendment No.

1 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on May 3, 2023.

Form of Forward Share Purchase Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on July 31, 2023.

Form of FPA Funding Amount PIPE Subscription Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K filed with the SEC on July 31, 2023.

Amendment No.

2 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on November 3, 2023.

Satisfaction and Discharge Agreement, dated December 18, 2023, incorporated by reference to Exhibit 10.3 of the registrant’s current report on Form 8-K filed with the SEC on January 12, 2024.

4 unchanged sentences

Stock Purchase Agreement dated December 24, 2024, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on December 26, 2024.

Sale and Purchase Agreement with Alset International Limited dated September 10, 2025, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on September 16, 2025.

Incentive Compensation Plan Stock Award Agreement, dated November 26, 2025, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on December 1, 2025.

Code of Ethics, incorporated by reference to Exhibit 14 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Letter from Grassi & Co., CPAs, P.C., incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2025.

Insider Trading Policy

Subsidiaries of the Company

Consent of Independent Registered Public Accounting Firm from Grassi & Co., CPAs, P.C.

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

7 unchanged sentences

Compensation Committee Charter, incorporated by reference to Exhibit 99.2 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

2025 Incentive Compensation Plan (Incorporated by Reference in the Company’s Definitive Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, filed by the Company with the SEC on October 20, 2025).

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Filed herewith.

9 unchanged sentences

registrant and in the capacities and on the dates indicated.

Chan Heng Fai

Executive Officer

13 unchanged sentences

Tat Keung (Aston)

Heng Fai Ambrose Chan

/s/ Lim Sheng Hon Danny

March 25, 2026

Fai Ambrose Chan

Lim Sheng Hon Danny

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 9A. Controls and Procedures