HWH International Inc. 10-K

Item 8. Financial Statements and Supplementary Data HWH INTERNATIONAL INC. CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Contents Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID: 7000 ) F-1 Report of Independent Registered Public Accounting Firm (PCAOB ID: 606 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to the Consolidated Financial Statements F-7 21 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of HWH International Inc. and Subsidiaries Opinion on the Consolidated Financial Statements We 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 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 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 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 not exist. GRASSI & CO., CPAs, P.C. 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 F- 2 HWH INTERNATIONAL INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current Assets Cash $ 2,085,918 $ 4,341,746 Account receivable, net 3,324 17,546 Inventory 1,057 1,574 Other receivables, net 614,577 342,712 Deposit - current 21,205 - Convertible loans receivable - related party, at fair value 160,941 744,652 Investment security – related party - 13,272 Marketable securities 84,466 - Prepaid expenses 549 13,495 Total Current Assets $ 2,972,037 $ 5,474,997 Non-Current Assets Property and equipment, net $ 19,153 $ 33,588 Deposit – non-current 104,209 351,240 Investment in associate - related party 60,708 - Investment in associate 60,708 - Investment at cost 1,531 140 Convertible loans receivable - related party, at fair value 1,317,478 - Other non-current asset 87 - Operating lease right-of-use assets, net 92,655 548,757 Total Non-Current Assets $ 1,595,821 $ 933,725 TOTAL ASSETS $ 4,567,858 $ 6,408,722 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable and accrued expenses $ 305,028 $ 483,430 Accrued commissions - 73,022 Due to related parties, net 613,140 1,191,960 Operating lease liabilities - current 84,122 340,651 Brokerage margin loans 17,461 - Notes payable - current 259,290 1,222,211 Total Current Liabilities $ 1,279,041 $ 3,311,274 Non-Current Liabilities Operating lease liabilities - non-current $ 11,785 $ 220,249 Accrued Interest for promissory note – non-current 118,557 - Notes payable - non-current 473,750 - Total Non-Current Liabilities $ 604,092 $ 220,249 Commitments and Contingencies (Note 15) - - Stockholders’ Equity Preferred stock, $ 0.0001 par value; 50,000,000 shares authorized**; none issued and outstanding as of December 31, 2025 and 2024 - - Common stock, $ 0.0001 par value; 450,000,000 shares authorized**; 7,476,400 and 5,593,920 issued and outstanding as of December 31, 2025 and 2024, respectively * 747 559 Additional paid in capital 12,470,373 9,339,413 Accumulated other comprehensive loss ( 904,609 ) ( 257,598 ) Accumulated deficit ( 8,947,630 ) ( 6,317,010 ) Total HWH International Inc. Stockholders’ equity $ 2,618,881 $ 2,765,364 Non-controlling interests 65,844 111,835 Total Stockholders’ Equity 2,684,725 2,877,199 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 4,567,858 $ 6,408,722 * The common stock share amounts were adjusted retrospectively to reflect the 1-for-5 reverse stock split on February 24, 2025 ** The 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 The accompanying notes are an integral part of these consolidated financial statements. F- 3 HWH INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS Year Ended December 31, 2025 Year Ended December 31, 2024 Food & Beverage Revenue $ 866,926 $ 1,253,577 Cost of revenue $ ( 407,199 ) $ ( 651,721 ) Gross profit $ 459,727 $ 601,856 Operating expenses: General and administrative expenses $ ( 3,531,757 ) $ ( 2,805,890 ) Impairment of convertible note receivable – related party, and equity method investment - related party - ( 42,328 ) Impairment loss on goodwill ( 116,648 ) ( 323,864 ) Impairment of investment in Joint Venture - ( 14,205 ) Total Operating expenses $ ( 3,648,405 ) $ ( 3,186,287 ) Other non-operating income (expense) Other income $ 121,477 $ 345,997 Interest expense ( 52,242 ) ( 72,076 ) Foreign exchange transaction gain (loss) 292,890 ( 55,221 ) Loss on disposal of marketable securities ( 4,424 ) - Unrealized loss on marketable securities ( 737 ) - Gain on disposal of subsidiaries 383,667 - Loss from deconsolidation of subsidiaries ( 21,611 ) - Gain on equity method investment - related party 5,751 - Loss on equity method investment - related party - ( 20,149 ) Unrealized loss on convertible note receivable and warrants – related party ( 146,550 ) ( 379,887 ) Total Other non-operating income (expense) $ 578,221 $ ( 181,336 ) Loss before provision for income taxes ( 2,610,457 ) ( 2,765,767 ) Income taxes ( 47,472 ) - Net loss $ ( 2,657,929 ) $ ( 2,765,767 ) Less: Net loss attributable to non-controlling Interests ( 27,309 ) ( 15,773 ) Net loss attributable to common stockholders $ ( 2,630,620 ) $ ( 2,749,994 ) Net Loss ( 2,657,929 ) ( 2,765,767 ) Other comprehensive loss, net of tax: Foreign currency translation adjustment $ ( 647,372 ) $ ( 60,635 ) Total comprehensive loss, net of tax: $ ( 3,305,301 ) $ ( 2,826,402 ) Less Comprehensive loss attributable to non-controlling interests ( 27,670 ) ( 15,861 ) Total Comprehensive loss attributable to common stockholders $ ( 3,277,631 ) $ ( 2,810,541 ) Year Ended December 31, 2025 Year Ended December 31, 2024 Common stock Common stock Loss per common share Basic $ ( 0.40 ) $ ( 0.76 ) Diluted $ ( 0.40 ) $ ( 0.76 ) Weighted average number of common shares outstanding* Basic * 6,560,204 3,606,621 Diluted * 6,560,204 3,606,621 * The 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 The accompanying notes are an integral part of these consolidated financial statements. F- 4 HWH INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Shares Par Value $0.0001 Shares Par Value $0.0001 Shares Par Value $0.0001 Additional Paid in Capital Accumulated Other Comprehensive Loss Accumulated Deficit International Inc. Stockholders’ (Deficit) Equity Non- controlling interests Total Stockholders’ (Deficit) Equity Class A Common stock Class B Common stock Common Stock Total HWH Shares Par Value $0.0001 Shares Par Value $0.0001 Shares* Par Value $0.0001 Additional Paid in Capital Accumulated Other Comprehensive Loss Accumulated Deficit International Inc. Stockholders’ (Deficit) Equity Non- controlling interests Total Stockholders’ (Deficit) Equity Balances at December 31, 2023 94,750 $ 9 431,250 $ 43 2,000 $ - $ 155,984 $ ( 197,051 ) $ ( 3,567,016 ) $ ( 3,608,031 ) $ 8,666 $ ( 3,599,365 ) Issuance of Common Stock to D. Boral for Deferred Underwriting Compensation - - - - 29,889 $ 3 $ 1,509,387 - - $ 1,509,390 - $ 1,509,390 Issuance of Common Stock during Merger - - - - 2,686,772 $ 269 $ ( 294 ) - - $ ( 25 ) - $ ( 25 ) Issuance of Common Stock to AI - - - - 1,142,352 $ 114 $ 3,584,886 - - $ 3,585,000 - $ 3,585,000 Convert Common Stock Class A and B to Common Stock ( 94,750 ) $ ( 9 ) ( 431,250 ) $ ( 43 ) 526,000 $ 52 - - - - - - Revaluation for SHRG note receivable and warrants - - - - - - $ 287,812 - - $ 287,812 $ $ 287,812 Change in Non-Controlling Interest Ketomei - - - - - - - - - - $ 119,030 $ 119,030 AI and AIL Debt conversion to shares - - - - 1,206,907 121 $ 3,801,638 - - $ 3,801,759 - $ 3,801,759 Net loss - - - - - - - - $ ( 2,749,994 ) $ ( 2,749,994 ) $ ( 15,773 ) $ ( 2,765,767 ) Foreign currency translation adjustment - - - - - - - $ ( 60,547 ) - $ ( 60,547 ) $ ( 88 ) $ ( 60,635 ) Balances at December 31, 2024 - - - - 5,593,920 $ 559 $ 9,339,413 $ ( 257,598 ) $ ( 6,317,010 ) $ 2,765,364 $ 111,835 $ 2,877,199 Balance - - - - 5,593,920 $ 559 $ 9,339,413 $ ( 257,598 ) $ ( 6,317,010 ) $ 2,765,364 $ 111,835 $ 2,877,199 Issuance of Common Stock - - - - 632,480 $ 63 $ 1,409,795 - - $ 1,409,858 - $ 1,409,858 Issuance of Common Stock for incentive plan 2025 - - - - 1,000,000 $ 100 $ 1,579,900 - - $ 1,580,000 $ 1,580,000 Warrants exercised to Common Stock - - - - 250,000 $ 25 $ 100 ) - - $ 125 - $ 125 Revaluation for SHRG note receivable and warrants - - - - - - $ 87,131 - - $ 87,131 - $ 87,131 Acquisition of LEH Insurance Group LLC - - - - - - - - - - $ ( 1,715 ) $ ( 1,715 ) Elimination of NCI’s share of deficit due to purchase of remaining shares of LEH - - - - - - - - - - $ 6,151 $ 6,151 Deconsolidation of Alset F&B One Pte. Ltd - - - - - - $ 54,024 - - $ 54,024 $ ( 23,349 ) $ 30,675 Reclassification of NCI - - - - - - - - - - $ 592 $ 592 Reincorporation merger - - - - - - $ 10 - - $ 10 - $ 10 Net loss - - - - - - - - $ ( 2,630,620 ) $ ( 2,630,620 ) $ ( 27,309 ) $ ( 2,657,929 ) Net (income) loss - - - - - - - - $ ( 2,630,620 ) $ ( 2,630,620 ) $ ( 27,309 ) $ ( 2,657,929 ) Foreign currency translation adjustment - - - - - - - $ ( 647,011 ) - $ ( 647,011 ) $ ( 361 ) $ ( 647,372 ) Balances at December 31, 2025 - - - - 7,476,400 $ 747 $ 12,470,373 $ ( 904,609 ) $ ( 8,947,630 ) $ 2,618,881 $ 65,844 $ 2,684,725 Balance - - - - 7,476,400 $ 747 $ 12,470,373 $ ( 904,609 ) $ ( 8,947,630 ) $ 2,618,881 $ 65,844 $ 2,684,725 * The common stock share amounts were adjusted retrospectively to reflect the 1-for-5 reverse stock split on February 24, 2025 The accompanying notes are an integral part of these consolidated financial statements. F- 5 HWH INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2025 Year Ended December 31, 2024 Cash flows from operating activities: Net loss $ ( 2,657,929 ) $ ( 2,765,767 ) Adjustments to reconcile net loss to net cash used in operating activities: Foreign exchange transaction (gain) loss ( 292,890 ) 55,221 Loss on equity method investment - related party - 20,149 Gain on disposal of subsidiaries ( 383,667 ) - Loss on disposal of subsidiaries 21,611 - Depreciation expense 19,646 48,172 Non-cash lease expense 253,781 490,122 Impairment of convertible note receivable – related party, and equity method investment - related party - 42,328 Share of result of an associate ( 5,751 ) - Impairment loss on goodwill 116,648 323,864 Impairment of investment in Joint Venture - 14,205 Unrealized loss on convertible note receivable and warrants – related party 146,550 379,887 Fair value loss on marketable securities 737 - Loss on disposal of marketable securities 4,424 - Loss on disposal of equipment - 5,878 Impairment loss on equipment 17,686 69,293 Bad debt written off 158,036 11,177 Executive performance share expense 1,580,000 - Changes in operating assets and liabilities: Account receivables 14,080 5,384 Receivable from related party ( 445,470 ) - Other receivables ( 129,861 ) ( 299,525 ) Prepaid expenses 12,862 90,398 Deposit 218,604 ( 71,147 ) Inventory 412 336 Accounts payable and accrued expenses ( 141,809 ) 228,644 Accrued commissions - ( 1,904 ) Operating lease liabilities ( 257,990 ) ( 465,977 ) Net cash used in operating activities $ ( 1,750,290 ) $ ( 1,819,262 ) Cash flows from investing activities: Purchases of property and equipment $ ( 19,464 ) $ ( 30,394 ) Convertible loans receivable - related party ( 780,000 ) ( 850,000 ) Investment at cost - ( 14,345 ) Purchase of marketable securities ( 85,872 ) - Cash withdrawn from trust account for redemptions - 21,102,871 Cash withdrawn from trust account available to the Company - 243,897 Deconsolidation of Alset F&B One Pte. Ltd. ( 23,350 ) - Loans to related party ( 280,000 ) - Net cash (used in) / provided by investing activities $ ( 1,188,686 ) $ 20,452,029 Cash flows from financing activities: Repayment of loans and borrowing $ ( 13,709 ) $ ( 85,061 ) Repayment of deferred underwriting compensation - ( 325,000 ) Advances from related parties - 2,330,252 Proceed from brokerage margin and loans 16,083 - Proceed from issuance of Common Stock and Warrants 1,409,983 3,585,000 Repayment of Class A Common Stock - ( 21,102,872 ) Repayment of note payable ( 477,643 ) - Net cash provided by / (used in) financing activities $ 934,714 $ ( 15,597,681 ) Net (decrease) increase in cash $ ( 2,004,262 ) $ 3,035,086 Effects of foreign exchange rate on cash ( 251,566 ) 147,459 Cash at beginning of year 4,341,746 1,159,201 Cash at end of year $ 2,085,918 $ 4,341,746 Supplemental Cash Flow Information Cash Paid for Interest $ 4,655 $ 616 Cash Paid for Taxes $ 47,472 $ - Supplemental disclosure of non-cash investing and financing activities Issuance of HWH Common Stock to D. Boral Capital (f.k.a. EF Hutton) for Deferred Underwriting Compensation $ - $ 1,509,375 Issuance of Common Stock for incentive plan 2025 $ 1,580,000 $ - Settlement of deferred underwriting compensation payable with promissory note $ - $ 1,184,375 Debt to equity conversion $ - $ 3,801,759 Valuation gain from notes receivable and warrants - SHRG $ 87,131 $ 287,812 Initial recognition of operating lease right-of-use asset and liability $ - $ 519,353 The accompanying notes are an integral part of these consolidated financial statements. F- 6 HWH INTERNATIONAL INC. Notes to the CONSOLIDATED financial statements FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY HWH International Inc. (“HWH”) and its consolidated subsidiaries (collectively, the “Company”) operate a food and beverage (“F&B”) business in Singapore. The F&B business operates one café in Singapore. The 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. HWH International Inc. was originally incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company consummated the Business Combination on January 9, 2024 and changed its name from “Alset Capital Acquisition Corp.” to “HWH International Inc.” The Company is an early stage and smaller reporting company and, as such, the Company is subject to all of the risks associated with early stage and smaller reporting companies. On September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company, HWH International Inc., a Nevada corporation (the “HWH Nevada” or “Target”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”). 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. On January 6, 2025, the Company announced the closing of its previously disclosed public offering of 632,500 shares of common stock, par value $ 0.0001 per share (the “Shares”) (following the 1-for-5 reverse stock split; equivalent to 3,162,500 shares pre-split) and 250,000 pre-funded warrants (following the 1-for-5 reverse stock split; equivalent to 1,250,000 warrants pre-split) to purchase shares of common stock (“Pre-Funded Warrants”). The Shares and Pre-Funded Warrants were offered at a public offering price of $ 2.00 per share and $ 1.9995 per Pre-Funded Warrant. The Pre-Funded Warrants are exercisable immediately upon issuance and have an exercise price of $ 0.0001 per share. The gross proceeds to the Company from the offering were approximately $ 1.76 million, before deducting placement agent fees and other offering expenses. Each of the amounts of warrants and shares and the prices thereof in the foregoing paragraph are adjusted for a 1-for-5 reverse stock split of the Company’s stock split effective on February 24, 2025. D. 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 . On 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. Hapi Marketplace. On November 4, 2024, the Company announced the launch of its business-to-consumer marketplace, Hapi Marketplace. Hapi Marketplace features a selection of over forty-seven product categories including wellness, elderly care, auto accessories and more. Launching first in the United States, we intend for Hapi Marketplace to expand in the near future to South Korea and Hong Kong, followed by further expansion across Asia. F- 7 The 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. Hapi Cafés, which are, and will be, in-person, location-based social experiences, offer customers the opportunity to build a sense of community with like-minded customers who share a potential interest in our products. The cafes are designed to operate sustainably as standalone businesses. The cafes also seek to be an avenue to create awareness to and educate potential and existing customers about the products and services of HWH, providing us with the chance to significantly increase our customer base as well as increase the amounts spent by our customers on our affiliates’ products and services. Each of our cafés is a “Hapi Café.” We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July 2022, respectively, one more opened in Seoul, the Republic of Korea in May 2024. We plan to open additional Hapi Cafés as we beta test and further improve our business concept. We intend to grow our customer base as we grow the number of Hapi Cafés around the world. Hapi Cafes are positioned to be integral parts of HWH’s business model. In June 2024, the Company’s decision to close the café under Alset F&B (PLQ) Pte. Ltd. (“F&BPLQ”) was driven by the unsustainable revenue it generated. In August 2025 and September 2025, the Company’s decision to close the café under Ketomei Pte. Ltd. (“KPL” or “Ketomei”) and Hapi Café Korea Inc. (“HCKI”), respectively, both were driven by the unsustainable revenue they generated. We believe it is more strategic to refocus our efforts and resources on other F&B business ventures that have greater growth potential. On September 10, 2025, Alset F&B Holdings Pte. Ltd., (the “Seller”), a Singapore subsidiary of the Company, entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Alset International Limited (the “Buyer”), pursuant to which the Seller agreed to sell 70% of the outstanding shares of its subsidiary, Alset F&B One Pte. Ltd. (“Alset F&B One”) to the Buyer in exchange for S$218,941 Singapore Dollars (equal to approximately $170,754 U.S. Dollars). Alset F&B One was incorporated in Singapore on April 10, 2017, and operates a cafe in Singapore. It generated approximately $470,000 in revenue in 2024. Following this sale, the Seller continues to own 20% of Alset F&B One as of December 31, 2025. Hapi Wealth Builder seeks to provide participants the opportunity to attend courses, workshops, and coaching sessions in person, fostering a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies. The team has been diligently producing digital content for Hapi Wealth Builder and working to collaborate with the right partners to launch the program and make it available to 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. On 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. To further support its mission, Hapi Wealth is opening its China headquarters, designed as a conducive environment for individuals to participate in tutorials and workshops. The hub will offer participants the opportunity to attend courses, workshops, and coaching sessions in person, fostering a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). F- 8 Principles of Consolidation The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. 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. The following chart describes the Company’s ownership of various subsidiaries: The Company mainly focuses on the F&B business. During the years ended December 31, 2025 and 2024, substantially all of the Company’s business was generated by F&B business. F&B business was generated by the following subsidiaries at December 31, 2025 and 2024, respectively: 39 % and 37 % from Alset F&B One Pte. Ltd, 8 % and 6 % from Hapi Café Korea Inc., 28 % and 20 % from Hapi Café SG Pte. Ltd. (“HCSGPL”), 0 % and 7 % from Alset F&B (PLQ) Pte. Ltd. and 25 % and 30 % from Ketomei Pte. Ltd. Alset F&B 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. In the second quarter of 2024 the Company ceased operations of its subsidiary Alset F&B (PLQ) Pte. Ltd. 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. Ltd. Due to the closure of this subsidiary the Company refunded $ 20,562 for customer deferred orders. On September 13, 2025, the Company ceased operations of its subsidiary Hapi Café Korea Inc. F- 9 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Functional and Reporting Currency The functional and reporting currency of the Company is the United States dollar (“$”). The financial records of the Company’s subsidiaries located in South Korea, Singapore, Hong Kong, and Malaysia are maintained in their local currencies, the Korean Won (₩), Singapore Dollar (S$), Hong Kong Dollar (HK$) and Malaysian Ringgit (MYR), which are also the functional currencies of these entities. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The 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 $ 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. F- 10 Fair Value of Financial Instruments The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions Level 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. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying values reported in balance sheets for current assets and liabilities approximate their estimated fair market values based on the short-term maturity of these instruments. The Company has a portfolio of trading level 1 marketable securities. The objective is to generate profits on short-term differences in market prices. 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. Investment Securities at Cost Investments in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes in orderly transactions for the identical or similar investments of the same issuer. These investments are measured at fair value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss 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. Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs in bringing the inventories to their present location and condition. Net realizable value is an estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. As of December 31, 2025 and 2024, inventory consisted of finished goods procured from suppliers. The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required to write-down inventory to its net realizable value. Leases The Company follows FASB ASC Topic 842 in accounting for its operating lease right-of-use assets and operating lease liabilities. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term. For leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a single lease component. F- 11 Right-of-use of Assets The right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. Lease liabilities Lease liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly of fixed lease payments. Short-term Leases and Leases of Low Value Assets The 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. Property and Equipment Property 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: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Office Equipment 3 – 5 years Furniture and Fittings 3 – 5 years Kitchen Equipment 3 – 5 years Operating Equipment 3 – 5 years Leasehold Improvements Shorter of lease life or asset life The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized, equaling an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. Deposit Deposits 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. F- 12 Revenue Recognition ASC 606 – Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services. ASC 606 requires the Company to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, performance obligations are satisfied. The Company generates its revenue primarily from product sales and the F&B business. Food and Beverage : The Company’s performance obligation is to transfer ownership of its F&B products to its customers. The Company generally recognizes revenue when F&B products are delivered to its customers. 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 or from web-based ordering system. The revenue received from Food and Beverage business for the years ended December 31, 2025 and 2024 was $ 866,926 and $ 1,253,577 , respectively. Accounts Receivable Accounts 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 remote. Value-added Tax The 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, 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. F- 13 Cost of Revenue Cost 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. Below is a breakdown of the Company’s cost of revenue for the years ended December 31, 2025 and 2024. For the years ended: SCHEDULE OF COST OF REVENUE Total December 31, 2025 Finished goods $ 291,513 Related shipping 29,821 Handling fee 36,267 Contractor fee 21,070 Franchise commission 10,170 Depreciation 18,358 Total of Cost of revenue $ 407,199 December 31, 2024 Finished goods $ 492,113 Related shipping 3,370 Handling fee 47,590 Contractor fee 43,787 Franchise commission 17,133 Depreciation 47,728 Total of Cost of revenue $ 651,721 Shipping and Handling Fees The Company utilizes the practical expedient under ASC 606-10-25-18B treating shipping and handling as fulfillment activities rather than a promised service (i.e. a revenue element). Shipping and handling fees are included in cost of revenue within the statements of operations. Advertising Expenses Costs incurred for advertising the Company’s products are charged to operations as incurred. Advertising expenses for the years ended December 31, 2025 and 2024 were $ 116,488 and $ 19,472 , respectively. Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, assets and liabilities approach to calculating deferred income taxes. The assets and liabilities approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred tax assets will not be realized. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. The Company has not recorded any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to income taxes in income tax expense. The Company’s tax returns for 2022, 2023 and 2024 remain open to examination. F- 14 Franchise Tax The 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. Earnings (Loss) per Share The 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. Diluted 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. For 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 Interests Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the Consolidated Statements of Operations and Other Comprehensive Income, and within equity in the Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On December 31, 2025 and 2024, the aggregate non-controlling interests in the Company were $ 65,844 and $ 111,835 , respectively. Liquidity and Capital Resources In the year ended December 31, 2025, we incurred a net loss, a loss from operations and negative cash flow from operating cafés during the period. These factors raise substantial doubt about our ability to continue as a going concern. 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. There is no guarantee, however, that we will be able to achieve these plans as described. The 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. F- 15 On 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 . During 2024, $ 300,000 was drawn from the loan, which was converted to equity on September 24, 2024. The remaining credit of $ 700,000 is available for draw as on December 31, 2025. Pursuant to the Credit Agreement, the Company may request an advance (each, an “Advance”) on the Credit Facility. Each Advance shall bear a simple interest rate of three percent ( 3 %) per annum. Each Advance and all accrued but unpaid interest shall be due and payable at the first (1 st ) anniversary of the effective date of the Credit Agreement. The Company may at any time during the term of the Credit Agreement prepay a portion or all amounts of its indebtedness without penalty. Each advance shall not be secured by a lien or other encumbrance on any of the Company’s assets, but shall be solely a general unsecured debt obligation of the Company. 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 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. Recent Accounting Pronouncement Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. Segment reporting On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends ASC 280, Segment Reporting (“ASC 280”) to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Company’s chief operating decision maker (“CODM”), the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends the full disclosure requirements of ASC 280 to companies with single reportable segments. The Company adopted ASU 2023-07 on December 31, 2025 on a retrospective basis. See —Segment reporting below for additional information. In 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. Accounting pronouncements pending adoption On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard 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. F- 16 Segment reporting The Company reports its segment information to reflect the manner in which the CODM reviews and assesses performance. 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. The primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income (loss). 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. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated Statements of Operations. NOTE 3 — ACCOUNTS RECEIVABLE, NET Accounts receivable, net at December 31, 2025, December 31, 2024 and December 31, 2023 of $ 3,324 , $ 17,546 and $ 28,611 , respectively, represent collections received by the credit card processor in F&B business and rent receivable. Accounts receivable is recorded at invoiced amounts net of an allowance for credit losses and do not bear interest. 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, 2025 and 2024, $ 158,036 and $ 11,177 of rent receivable was written off, respectively. NOTE 4 — PROPERTY AND EQUIPMENT, NET The components of property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET Total December 31, 2025 Cost: Office Equipment $ 39,021 Furniture and Fittings 5,839 Kitchen Equipment 31,960 Other Operating Equipment 12,263 Leasehold Improvements 159,518 Accumulated Depreciation: Office equipment $ ( 31,856 ) Furniture and Fittings ( 3,406 ) Kitchen Equipment ( 15,655 ) Other Operating Equipment ( 5,402 ) Leasehold Improvements ( 83,005 ) Impairment: Office equipment $ ( 7,165 ) Furniture and Fittings ( 2,433 ) Kitchen Equipment ( 12,518 ) Other Operating Equipment ( 6,861 ) Leasehold Improvements ( 61,147 ) Total, net $ 19,153 December 31, 2024 Cost: Office Equipment $ 37,455 Furniture and Fittings 42,328 Kitchen Equipment 30,473 Other Operating Equipment 11,594 Leasehold Improvements 133,548 Accumulated Depreciation: Office equipment $ ( 30,179 ) Furniture and Fittings ( 40,028 ) Kitchen Equipment ( 13,221 ) Other Operating Equipment ( 5,107 ) Leasehold Improvements ( 65,048 ) Impairment: Office equipment $ ( 6,774 ) Furniture and Fittings ( 2,300 ) Kitchen Equipment ( 8,931 ) Other Operating Equipment ( 3,450 ) Leasehold Improvements ( 46,772 ) Total, net $ 33,588 F- 17 For 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. 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. NOTE 5 — INVESTMENTS Investments in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These investments are measured at fair value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss, which 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. No impairment was recorded for the year ended December 31, 2025 and 2024. Ideal Food & Beverage Pte. Ltd. On March 14, 2024, the Company entered into a share subscription agreement through its subsidiary Alset F&B Holding Pte. Ltd. (“F&BH”) for 19,000 shares of Ideal Food & Beverage Pte. Ltd. (“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 , due to net liabilities of IFBPL as of December 31, 2024. Sale of HWH World Inc. and Acquisition of AES Group Inc. On April 23, 2025, the Company completed the sale of HWH World Inc. (“HWHKOR”) by Health Wealth Happiness Pte. Ltd. (“HWHPL”) 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. The disposal 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. Sale of Alset F&B One Pte. Ltd. On 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. Ltd. 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 ASC 205-20. F- 18 NOTE 6 – LOANS DUE TO THIRD PARTIES Promissory Note to D. Boral Capita l, LLC On 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. The 149,443 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 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. The second installment of the note was paid in October 2025. We have concluded negotiations with D. Boral Capital LLC and cured the default stemming from the late payment of the installation due in October of 2024. 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. Loans for Operations The 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. 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 $ 3,681 and $ 39,015 in 2025 and 2024, and owes $ 0 and $ 3,681 at December 31, 2025 and 2024, respectively. NOTE 7 — DUE TO ALSET INC. Alset Inc (“AEI”) is our ultimate holding company that is incorporated in the United States of America. The amount due to AEI represents short-term working capital advances to the Company for its daily operations. There is no written, executed agreement and no financial/non-financial covenants and the amount due to AEI is non-interest bearing. Since the amount due to AEI is due upon request, it is classified as a current liability. The amounts due to AEI at December 31, 2025 and 2024 are $ 569,614 and $ 209,614 respectively. F- 19 On April 24, 2024, the Company entered into a Credit Facility Agreement (the “Credit Agreement”) with Alset Inc., pursuant to which AEI has provided the Company a line of credit facility (the “Credit Facility”) which provides a maximum, aggregate credit line of up to $ 1,000,000 . 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. Pursuant to the Credit Agreement, the Company may request an advance (each, an “Advance”) on the Credit Facility. Each Advance shall bear a simple interest rate of three percent ( 3 %) per annum. Each Advance and all accrued but unpaid interest shall be due and payable at the first (1 st ) anniversary of the effective date of the Credit Agreement. The Company may at any time during the term of the Credit Agreement prepay a portion or all amounts of its indebtedness without penalty. Each Advance shall not be secured by a lien or other encumbrance on any of the Company’s assets, but shall be solely a general unsecured debt obligation of the Company. On September 24, 2024 the Company drew $ 300,000 from the credit line and accrued $ 3,164 in interest. On December 31, 2025, $ 3,164 of the interest remained outstanding. On September 24, 2024, the Company entered into a Debt Conversion Agreement (the “AEI Conversion”) with Alset Inc., pursuant to which a debt of $ 300,000 due to AEI was converted into shares of the Company’s common stock at a price per share of $ 0.63 for a total of 476,190 shares. NOTE 8 — DUE TO/FROM RELATED PARTIES Due to Alset International Limited. Alset International Limited (“AIL”) is incorporated in Singapore and is a fellow subsidiary of the common parent company, Alset Inc. The amount due to AIL represents short-term working capital advances to the Company for its daily operations. 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. On September 24, 2024, the Company entered into a Debt Conversion Agreement (the “AIL Conversion”) with Alset International 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. On 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. Due from Alset Business Development Pte. Limited. Alset Business Development Pte. Limited (“ABD”) is incorporated in Singapore and is a fellow subsidiary of Alset Inc. The amount due from ABD represents amount lent by ABD to Hapi Cafe Inc. for the investment in Ketomei Pte. 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. Due from HotApp International Limited. HotApp 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 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 . F- 20 NOTE 9 — RELATED PARTY TRANSACTIONS On March 20, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation (“SHRG”), pursuant to which the Company purchased from SHRG a (i) Convertible Promissory Note (“CN 1”) in the amount of $ 250,000 , convertible into 208,333,333 shares of SHRG’s common stock at the option of the Company, and (ii) certain warrants exercisable into 208,333,333 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 (“WRNT 1”). CN 1 bears a 6 % interest rate and has scheduled maturity on March 19, 2027 , three years from the date of the CN 1. At the time of filing, the Company has not converted any of the debt contemplated by CN 1 nor exercised any of the warrants. On May 9, 2024, 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 2”) in the amount of $ 250,000 , convertible into 125,000,000 shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 250,000 . CN 2 bears an 8 % interest 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. On June 6, 2024, 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 3”) in the amount of $ 250,000 , convertible into 125,000,000 shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 250,000 . CN 3 bears an 8 % interest 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. On August 13, 2024, 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 4”) in the amount of $ 100,000 , convertible into 50,000,000 shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 100,000 . CN 4 bears an 8 % interest 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. On 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. At the time of filing, the Company has not converted any of the debt contemplated by CN 5. On 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 . (“WRNT 2”). 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. F- 21 On 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. On 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 . On 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. On 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. On 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. On 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. As 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. F- 22 SHRG 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 former Chief Executive Officer, John Thatch, is also the Chief Executive Officer of SHRG. Revenue 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. Included in Accounts Receivable, net at December 31, 2025 and 2024 is $ 0 and $ 1,652 , respectively, of amounts due from related parties. Included 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. Other Receivables, Net Other receivables, net, are primarily composed of miscellaneous receivables from related parties, including interest accrued on loans to related parties. 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. Acquisition of L.E.H. Insurance Group, LLC On 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 Corporation. 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. On 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. As 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 . HapiTravel Holding Pte. Ltd. On April 25, 2024, the Company entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness Pte. 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. Ltd. The JVC will be initially owned as follows: (a) HWHPL will hold 19 % of the shares in the JVC; (b) Mr. Chan will hold 11 %; and (c) the remaining 70 % of the shares in the JVC will be held by Mr. Chen. On 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. On December 18, 2024, the Company sold Hapi Travel Pte. Ltd. (“HTPL”) to HTHPL for a consideration of $ 834 . As 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 F- 23 NOTE 10 - FINANCIAL ASSETS AT FAIR VALUE Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of December 31, 2025 and 2024: SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2025 Assets Warrants – SHRG $ - $ 87 $ - $ 87 Convertible loans receivable – SHRG - 1,478,419 - 1,478,419 Marketable securities - Trading 84,466 - - 84,466 Total Investment in securities at Fair Value $ 84,466 $ 1,478,506 $ - $ 1,478,506 Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2024 Assets Warrants – SHRG $ - $ 13,272 $ - $ 13,272 Convertible loans receivable – SHRG - 744,652 - 744,652 Total Investment in securities at Fair Value $ - $ 757,924 $ - $ 757,924 The 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 WRNT 1 Stock price $ 0.023 $ 1.000 Exercise price $ 1.6800 $ 1.6800 Risk free interest rate 3.56 % 4.34 % Annualized volatility 390.99 % 204.14 % Dividend yield 0.00 % 0.00 % Year to maturity 3.21 4.21 December 31, 2025 WRNT 2 Stock price $ 0.023 Exercise price $ 0.8500 Risk free interest rate 3.49 % Annualized volatility 390.99 % Dividend yield 0.00 % Year to maturity 2.25 Warrants measurement input 2.25 F- 24 The Company has elected to recognize the convertible loan at fair value and therefore there was no further evaluation of embedded features for bifurcation. The Company engaged third party valuation firm to perform the valuation of convertible loans. The fair value of the convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash flow with the following assumptions: CN# 1 2 3 4 Valuation date December 31, 2025 December 31, 2025 December 31, 2025 December 31, 2025 Risk-free interest rate 3.471 % 3.471 % 3.471 % 3.472 % Expected life 1.21 year 1.35 year 1.43 year 1.62 year Discount rate 6.00 % 8.00 % 8.00 % 8.00 % Expected volatility 390.988 % 390.988 % 390.988 % 390.988 % Expected dividend yield 0 % 0 % 0 % 0 % Fair value $ 227,909 $ 231,679 $ 230,383 $ 91,066 CN# 5 6 7 8 Valuation date December 31, 2025 December 31, 2025 December 31, 2025 December 31, 2025 Risk-free interest rate 3.590 % 3.489 % 3.505 % 3.520 % Expected life 0.04 year 2.25 year 2.49 year 2.71 year Discount rate 8.00 % 8.00 % 8.00 % 8.00 % Expected volatility 390.988 % 390.988 % 390.988 % 390.988 % Expected dividend yield 0 % 0 % 0 % 0 % Fair value $ 160,941 $ 127,260 $ 52,535 $ 59,621 CN# 9 10 Valuation date December 31, 2025 December 31, 2025 Risk-free interest rate 3.524 % 3.535 % Expected life 2.77 year 2.94 year Discount rate 8.00 % 8.00 % Expected volatility 390.988 % 390.988 % Expected dividend yield 0 % 0 % Warrant measurement input 0 % 0 % Fair value $ 170,945 $ 126,081 Changes 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. During 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. F- 25 SCHEDULE OF CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY December 31, 2024 Additions Unrealized Loss December 31, 2025 Convertible note receivable, related party $ 744,652 $ 780,000 $ ( 46,234 ) $ 1,478,419 Total $ 744,652 $ 780,000 $ ( 46,234 ) $ 1,478,419 December 31, 2023 Additions Unrealized Loss December 31, 2024 Convertible note receivable, related party $ - $ 850,000 $ 105,348 $ 744,652 Total $ - $ 850,000 $ 105,348 $ 744,652 During 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 and $ 0 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. During 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. The Company’s investment portfolio includes the following Level 1 securities, measured at fair value using unadjusted quoted market prices in active markets. For U.S. trading stocks, we use MarketWatch stock prices as the share prices to calculate fair value. For overseas stock, we use the stock price from the local stock exchange to calculate fair value. Realized 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. NOTE 11 — STOCKHOLDERS’ EQUITY The 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. The Company previously had shares of Class B common stock outstanding, which automatically converted into Class A common stock at the time of the Business Combination, on a one-for-one basis. Rights - Each holder of a right automatically received one-tenth (1/10) of one share of common stock upon consummation of the Business Combination. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants became exercisable 30 days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of the Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. F- 26 Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 per Public Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the trading day prior to the date on which the Company sends the notice of redemption to warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The 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. The following table summarizes the warrant activity for the years ended December 31, 2025 and 2024. SCHEDULE OF WARRANT ACTIVITY Warrants for Weighted Remaining Contractual Aggregate Common Average Term Intrinsic Shares Exercise Price (Years) Value Warrants Outstanding as of December 31, 2024 909,874 $ 57.5 4.03 $ - Warrants Vested and exercisable at December 31, 2024 909,874 $ 57.5 4.03 $ - Granted 250,000 $ 2.0 Exercised ( 250,000 ) $ ( 2.0 ) Forfeited, cancelled, expired - - Warrants Outstanding as of December 31, 2025 909,874 $ 57.5 3.03 $ - Warrants Vested and exercisable at December 31, 2025 909,874 $ 57.5 3.03 $ - F- 27 Warrant for Weighted Remaining Contractual Aggregate Common Average Term Intrinsic Shares Exercise Price (Years) Value Warrants Outstanding as of December 31, 2023 909,875 $ 57.5 5.03 $ - Warrants Vested and exercisable at December 31, 2023 909,875 $ 57.5 5.03 $ - Granted - - Exercised - - Forfeited, cancelled, expired ( 1 ) - Warrants Outstanding as of December 31, 2024 909,874 $ 57.5 4.03 $ - Warrants Vested and exercisable at December 31, 2024 909,874 $ 57.5 4.03 $ - Public Offering On 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 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 . The 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. D. 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 . The Reverse Stock Split On 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”). The Reverse Stock Split was effectuated on February 24, 2025. Merger with HWH International Inc – Nevada On 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. The merger 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. 2025 Incentive Compensation Plan On 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. F- 28 NOTE 12 — INCOME TAXES The provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2025 2024 Current $ ( 47,472 ) $ - Deferred - - Total $ ( 47,472 ) $ - SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2025 2024 Income taxes at statutory rate 17.84 % 20.39 % Change in valuation allowance ( 17.84 )% ( 20.39 )% Other - % - % Effective tax rate - % - % Significant components of the Company’s deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2025 2024 Deferred tax assets: Receivable from related party $ - $ 897 Inventory - 5,800 Lease Liability 12,278 108,318 Accrued Commission - 11 Net Operation Loss 886,022 777,572 Total deferred tax assets $ 898,300 $ 892,598 Deferred tax liabilities: Prepaid commissions $ - $ - Right-of-Use Assets ( 11,889 ) ( 105,754 ) Total deferred tax liabilities $ ( 11,889 ) $ ( 105,754 ) Deferred tax assets / (liabilities), net $ 886,411 $ 786,844 Less valuation allowance ( 886,411 ) ( 786,844 ) Deferred tax asset c/f $ - $ - After consideration of all the evidence, both positive and negative, management has recognized a valuation allowance with respect to its net deferred tax assets as at December 31, 2025 and 2024, as it believes it is unlikely that such deferred tax assets will be realized against taxable income in future years. 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. F- 29 NOTE 13 — LEASES The 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 rate. 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 %. The Company has also utilized the following practical expedients: ● Short-term leases – for leases that are for a period of 12 months or less, the Company will not apply the recognition requirements of ASC 842. ● For leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a single lease component. The current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the balance sheets. 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 less) basis. 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: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES December 31, 2025 December 31, 2024 Right-of-use assets $ 92,655 $ 548,757 Lease liabilities - current $ 84,122 $ 340,651 Lease liabilities - non-current 11,785 220,249 Total lease liabilities $ 95,907 $ 560,900 As of December 31, 2025, the aggregate future minimum rental payments under non-cancelable agreements are as follows: SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS Maturity of Lease Liabilities Total 12 months ended December 31, 2026 $ 86,161 12 months ended December 31, 2027 11,880 Total undiscounted lease payments $ 98,041 Less: Imputed interest ( 2,134 ) Present value of lease liabilities $ 95,907 Operating lease liabilities - Current 84,122 Operating lease liabilities - Non-current $ 11,785 NOTE 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. NOTE 15 — CONCENTRATION RISK The Company maintains cash balances at various financial institutions in different countries. These balances are usually secured by the central banks’ insurance companies. At times, these balances may exceed the insurance limits. As of December 31, 2025 and 2024, uninsured cash balances were $ 1,624,957 and $ 3,861,339 , respectively. Major Suppliers For the year ended December 31, 2025, five suppliers accounted for approximately over 65 % of the Company’s total cost of revenue. For the year ended December 31, 2024, five suppliers accounted for approximately over 80 % of the Company’s total cost of revenue. F- 30 NOTE 16 – CORRECTION OF AN IMMATERIAL ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS During 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. The 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. During 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. The 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. The 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. NOTE 17— SUBSEQUENT EVENTS The 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: Securities Purchase Agreements with SHRG On 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. On 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. On 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. Acquisition of Hapi Metaverse Inc. On 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. F- 31 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not Applicable.