What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-13 compared with 2025-10-22 · 537 added, 721 removed, 659 unchanged (66% of the section changed)

2 unchanged sentences

and Subsidiaries

Balance Sheets

September 30, 2025

Consolidated Balance Sheets

Current Assets

Accounts receivable, net

Account receivable, net

Other receivables, net

Other receivables

Deposit - current

Convertible loans receivable - related party, at fair value

Investment security – related party

Convertible notes receivable - related party

Marketable securities

6 unchanged sentences

Investment at cost

Convertible loans receivable - related party, at fair value

Investment security – related party

Convertible notes receivable - related party

Other non-current asset

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued expenses

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Financial liability

Brokerage margin loans

Notes payable - current

2 unchanged sentences

Operating lease liabilities - non-current

Accrued Interest for promissory note – non-current

Notes payable - non-current

Total Non-Current Liabilities

3 unchanged sentences

50,000,000 shares authorized;

none issued and outstanding as of September 30, 2025 and December 31, 2024

none issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.0001 par value;

450,000,000 shares authorized;

6,476,400 and 5,593,920 issued and outstanding as of September 30, 2025 and December 31, 2024

7,476,400 and 7,476,400 issued and

outstanding as of March 31, 2026 and December 31, 2025, respectively *

Additional paid in capital

Accumulated other comprehensive loss

( 1,050,287 )

Accumulated deficit

6 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

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

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

International Inc.

and Subsidiaries

Statements of Operations and Other Comprehensive Loss

the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Consolidated Statements of Operations and Other Comprehensive Loss

Three Months Ended March 31

Food & Beverage Revenue

Cost of revenue

$ ( 147,603 )

$ ( 392,300 )

$ ( 478,436 )

Operating expenses:

2 unchanged sentences

$ ( 664,242 )

$ ( 1,477,899 )

$ ( 2,271,325 )

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

Impairment loss on goodwill

2 unchanged sentences

$ ( 741,722 )

$ ( 1,600,381 )

$ ( 2,637,517 )

Other non-operating (expense) income

Other income (expense)

Interest expense

2 unchanged sentences

Unrealized gain on marketable securities

Gain on disposal of subsidiaries

Loss from deconsolidation of subsidiaries

Gain on equity method investment - related party

Loss on equity method investment - related party

Unrealized loss on convertible note receivable – related party

Total Other non-operating (expense) income

$ ( 209,618 )

$ ( 127,865 )

Unrealized (loss) Gain on convertible notes receivable and warrants – related party

Total Other (expense) income

Loss before provision for income taxes

1 unchanged sentence

$ ( 574,103 )

$ ( 537,143 )

$ ( 710,613 )

$ ( 2,277,303 )

Net (loss) income attributable to non-controlling interests

Net loss attributable to non-controlling Interests

Net loss attributable to common stockholders

1 unchanged sentence

$ ( 565,131 )

$ ( 685,615 )

$ ( 2,273,253 )

( 2,277,303 )

Other comprehensive loss, net of tax:

Other comprehensive income, net of tax:

Foreign currency translation adjustment

$ ( 102,965 )

$ ( 792,976 )

Total comprehensive loss, net of tax:

1 unchanged sentence

$ ( 677,068 )

$ ( 1,503,589 )

$ ( 2,369,715 )

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

Less Comprehensive loss attributable to non-controlling interests

Total Comprehensive loss attributable to common stockholders

1 unchanged sentence

$ ( 668,080 )

$ ( 1,478,304 )

$ ( 2,365,799 )

Loss per common share

Weighted average number of common shares outstanding *

Three Months Ended March 31

Loss per common share

Weighted average number of common shares outstanding*

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

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

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

International Inc.

and Subsidiaries

Statements of Changes in Stockholders’ Equity (Deficit)

the Three and Nine Months Ended September 30, 2025 and 2024

HWH International

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Three Months ended March 31, 2026

International

Comprehensive

4 unchanged sentences

$ ( 8,947,630 )

Issuance of Common Stock

Warrants exercised to Common Stock

Acquisition of LEH Insurance Group LLC

Revaluation for SHRG note receivable and warrants

$ ( 626,197 )

2 unchanged sentences

Foreign currency translation adjustment

$ ( 102,949 )

$ ( 102,965 )

Balances at March 31, 2026

1 unchanged sentence

$ ( 9,573,827 )

Net income (loss)

Foreign currency translation adjustment

$ ( 450,653 )

$ ( 451,046 )

Balances at June 30, 2025

$ ( 811,200 )

$ ( 6,711,621 )

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

shares of LEH

Deconsolidation of Alset F&B One Pte.

Reclassification of NCI

$ ( 291,004 )

$ ( 299,618 )

Foreign currency translation adjustment

$ ( 239,087 )

$ ( 238,965 )

Balances at September 30, 2025

$ ( 1,050,287 )

$ ( 7,002,625 )

A Common stock

B Common stock

Total HWH International

Value $0.0001

Paid in Capital

Comprehensive Loss

Stockholders’ Deficit

controlling Interests

Stockholders’ Deficit

Three months ended March 31, 2025

International

Comprehensive

Stockholders’

Balances at December 31, 2024

1 unchanged sentence

$ ( 6,317,010 )

$ ( 3,608,031 )

$ ( 3,599,365 )

Issuance of Common Stock to EF Hutton for Deferred Underwriting Compensation

Issuance of Common Stock during Merger

Convert Common Stock Class A and B to Common Stock

Revaluation for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

$ ( 1,336,838 )

$ ( 1,336,519 )

Foreign currency translation adjustment

Balances at March 31, 2024

$ ( 110,233 )

$ ( 4,903,854 )

$ ( 3,132,498 )

$ ( 2,967,999 )

Issuance of Common Stock

Warrants exercised to Common Stock

Revaluation for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

$ ( 387,923 )

$ ( 403,641 )

Foreign currency translation adjustment

$ ( 151,246 )

Balances at June 30, 2024

$ ( 261,479 )

$ ( 5,291,777 )

$ ( 3,611,760 )

$ ( 3,499,463 )

$ ( 261,479 )

$ ( 5,291,777 )

$ ( 3,611,760 )

$ ( 3,499,463 )

AI and AIL Debt conversion to shares

Revaluation for SHRG note receivable

Net (loss) income

$ ( 548,492 )

$ ( 537,143 )

Net (income) loss

Acquisition of LEH Insurance Group LLC

$ ( 565,131 )

2 unchanged sentences

Foreign currency translation adjustment

Balances at September 30, 2024

$ ( 102,949 )

1 unchanged sentence

$ ( 102,965 )

$ ( 251,114 )

$ ( 289,597 )

$ ( 5,840,269 )

Balances at March 31, 2025

$ ( 360,547 )

$ ( 6,882,141 )

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

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

International Inc.

and Subsidiaries

Statements of Cash Flows

the Nine Months Ended September 30, 2025 and 2024 (Unaudited)

September 30, 2025

September 30, 2024

Consolidated Statements of Cash Flows

Months Ended March 31,

Cash flows from operating activities:

2 unchanged sentences

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

Foreign exchange transaction gain

Loss on equity method investment, related party

Gain on disposal of subsidiaries

Loss on disposal of subsidiaries

Foreign exchange transaction loss (gain)

Depreciation expense

Non-cash lease expense

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

Share of result of an associate

Impairment loss on goodwill

Unrealized loss on convertible note receivable – related party

Unrealized loss (gain) on convertible notes receivable and warrants – related party

Fair value gain on marketable securities

Gain on disposal of marketable securities

Loss on disposal of equipment

Impairment loss on equipment

Bad Debt written off

Loss from related party balance written off

Changes in operating assets and liabilities:

Account receivables

Receivable from related party

Other receivables

1 unchanged sentence

Accounts payable and accrued expenses

Accrued commissions

Deferred revenue

Operating lease liabilities

4 unchanged sentences

Purchases of property and equipment

Convertible loans receivable - related party

Investment in associate – related party

Investment in joint venture

Convertible notes receivable - related party

Investments at cost

Purchase of marketable securities

Cash withdrawn from trust account for redemptions

Cash withdrawn from trust account available to the Company

Deconsolidation of Alset F&B One Pte.

Loan receivable - related party

Net cash (used in) / provided by investing activities

( 3,194,961 )

Proceeds from disposal of marketable securities

Net cash used in investing activities

$ ( 305,416 )

$ ( 300,000 )

Cash flows from financing activities:

Repayment of loans and borrowing

Repayment of deferred underwriting compensation

Advances from related parties

Advances to related parties

$ ( 247,300 )

Advances to related parties

Repayment of brokerage margin loans

Proceed from brokerage margin loans

Proceed from issuance of Common Stock and Warrants

Redemptions of Class A Common Stock

( 21,102,871 )

Repayment of note payable

Net cash provided by / (used in) financing activities

Net cash (used in) / provided by financing activities

$ ( 148,432 )

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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

Debt to equity conversion

Valuation gain from notes receivable and warrants - SHRG

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

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

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

International Inc.

and Subsidiaries

to the Consolidated Financial Statements

the Nine Months Ended September 30, 2025 and 2024

to the Condensed Consolidated Financial Statements

the Three Months Ended March, 2026 and 2025

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

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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.

Company is presently developing Hapi Marketplace, a business-to-consumer platform featuring diverse product categories, and Hapi Wealth

Builder, an educational program focused on wealth-building strategies.

Both initiatives are being rolled out in phases, with digital

content development, partner collaborations, and regional infrastructure setup currently underway.

International Inc.

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stage and emerging growth companies.

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.

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

closing conditions that have been waived by the parties, pursuant to the Merger Agreement include Section 8.1(i), which states “the

aggregate cash available to the Company at the Closing from the Trust Account (after giving effect to the redemption of any shares of

the Company’s Class A Common Stock in connection with the Company’s Proposals, but before giving effect to (i) the payment

of the Outstanding Alset Transaction Expenses, and (ii) the payment of the Outstanding Company Transaction Expenses), shall equal or

exceed Thirty Million dollars ($30,000,000);

and 8.1(j), which states “upon the closing, the Company shall not have redeemed shares

of the Company’s Class A Common Stock in the Offer in an amount that would cause the Company to have less than $5,000,001 of net

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

” Total $ 21,102,871 withdrawn from

trust account for redemptions, which is presented in the financing section within the consolidated statements of cash flows.

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

The Merger was consummated following

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

other customary closing conditions.

total consideration paid at Closing (the “Merger Consideration”) by the Company to the Target’s shareholders was $ 125,000,000 ,

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

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

share being valued at $ 10.00 .

January 6, 2025, the Company announced the closing of its previously disclosed public offering of 632,500 shares of common stock, par

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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.

Each of the amounts of warrants and shares and the prices thereof in the foregoing paragraph are adjusted for a 1-for-5 reverse stock split of the Company’s stock split effective on February 24, 2025.

Boral Capital LLC (“D.

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

November 14, 2025, the Company completed a merger pursuant to which the Delaware parent merged with and into its wholly owned Nevada

subsidiary, with the Nevada entity surviving.

As a result, HWH International Inc., a Nevada corporation, succeeded to all assets and

liabilities of the former parent and became the publicly traded registrant.

The transaction constituted a change in legal domicile only,

with each outstanding share converting on a one-for-one basis, and had no impact on the Company’s consolidated financial position,

results of operations, or cash flows.

The Company is the successor issuer under Rule 12g-3 of the Securities Exchange Act of 1934.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited 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

accompanying unaudited condensed 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

These interim financial statements have been prepared on the same basis as

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filed on March 26, 2026.

in Financial Statement Presentation

September 30, 2025, the Company has revised its presentation of certain related party transactions within the consolidated statements

of cash flows.

Previously, net cash flows from related party advances and repayments were presented on a single line item, “Advances

to/from related parties.

To provide more transparent and detailed information about the nature of these cash flows, the Company now separately

presents the line in “Advance to related parties” and “Advances from related parties” in the financing section.

This change in presentation has been applied retrospectively to all periods presented for comparability.

The reclassification had no

impact on the previously reported net change in cash and cash equivalents, net income, or financial position.

of Consolidation

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

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

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

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.

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

Company mainly focuses on the F&B business.

During the nine months ended September 30, 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 September 30, 2025 and 2024,

respectively:

42 % and 37 % from Alset F&B One Pte.

Ltd (“Alset F&B One”), 9 % and 6 % from Hapi Café Korea Inc.

(“HCKI”), 23 % and 20 % from Hapi Café SG Pte.

(“HCSGPL”), 0 % and 9 % from Alset F&B (PLQ) Pte.

(“F&BPLQ”) and 27 % and 29 % from Ketomei Pte.

(“KPL” or “Ketomei”).

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

Due to the closure of this subsidiary the Company wrote off $ 5,882 of fixed assets, which was included in general and

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

On August 05, 2025, the Company ceased operation

of its subsidiary Ketomei Pte.

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

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 (“Buyer”),

pursuant to which the Seller agreed to sell 70% of the outstanding shares of its subsidiary, Alset F&B One Pte.

in exchange for S$218,941 Singapore Dollars (equal to approximately $170,754 U.S.

Alset F&B One was incorporated in Singapore

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

It generated approximately $470,000 in revenue in 2024.

Following this sale, the

Seller will continue to own 20 % of Alset F&B One.

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

Growth Company

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.

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

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.

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

Hapi Marketplace

(“HML”) was incorporated in Hong Kong on March 18, 2026, and remains dormant as of March 31, 2026.

and Reporting Currency

3 unchanged sentences

Singapore Dollar (S$), Hong Kong Dollar (HK$) and Malaysian Ringgit (MYR), which are also the functional currencies of these entities.

preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions

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

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

The Company had cash of $ 2,897,972 and $ 4,341,746 as of September 30, 2025 and December 31, 2024, respectively.

The Company had no cash

equivalents as of September 30, 2025 and December 31, 2024.

The Company had cash of $ 1,459,799 and $ 2,085,918 as of March 31, 2026 and December 31, 2025, respectively.

The Company had no cash equivalents

as of March 31, 2026 and December 31, 2025.

Value of Financial Instruments

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

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.

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.

treasury securities, listed equities,

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

An active market is defined by sufficient transaction

frequency and volume to provide ongoing pricing information.

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

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

Company has a portfolio of trading securities.

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

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.

Company has a portfolio of trading level 1 marketable securities.

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

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

securities are determined by quoted stock prices.

Securities at Cost

3 unchanged sentences

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 equal to the amount by which the carrying value exceeds the fair

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

value of the investment.

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course of business less the estimated costs necessary to make the sale.

As of September 30, 2025 and December 31, 2024, inventory consisted

As of March 31, 2026 and December 31, 2025, inventory consisted

of finished goods procured from suppliers.

22 unchanged sentences

Lease payments associated with these leases are expensed as incurred.

Plant and Equipment

plant and equipment are recorded at cost, less depreciation.

and Equipment

and equipment are recorded at cost, less depreciation.

Repairs and maintenance are expensed as incurred.

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Kitchen Equipment

Other Operating Equipment

Operating Equipment

Leasehold Improvements

2 unchanged sentences

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 equal to an

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.

1 unchanged sentence

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

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 September 30, 2025, $ 21,110

in deposits were current and would be refundable within the

next twelve months, $ 107,130 in deposits were non-current and would be refundable after twelve months.

represent rental security deposits paid for the Company’s office and café locations, which are refundable upon expiration

of the respective lease terms.

Deposits are classified as current or non-current based on the expected timing of refund.

Deposits related

to leases expiring within the next twelve months are classified as current, while deposits related to leases expiring after twelve months

are classified as non-current.

As of March 31, 2026, current deposits totaled $ 21,112 and non-current deposits totaled $ 98,963 .

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

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ordering system.

The revenue received from Food and Beverage business for the three months ended September 30, 2025 and 2024 was $ 206,778

and $ 345,523 , respectively.

The revenue received from Food and Beverage business for the nine months ended September 30, 2025 and 2024

was $ 812,366 and $ 966,515 , respectively.

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

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

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

and payment of professional fees.

As of September 30, 2025, and December 31, 2024, the amount of VAT paid in other receivables was $ 3,412

and $ 33,914 , respectively, due primarily to the purchase of inventory and payment of rents and accounting fees.

Company is subject to value-added tax (“VAT”) on purchases of inventory, rent payments, professional fees, and certain other

taxable expenditures.

As of March 31, 2026 and December 31, 2025, included in other receivables was VAT paid of $ 2,099 and $ 3,027 ,

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

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

platforms, and contractor fees for part-time staff.

is a breakdown of the Company’s cost of revenue for the three and nine months ended September 30, 2025 and 2024.

is a breakdown of the Company’s cost of revenue for the three months ended March 31, 2026 and 2025.

the three months ended:

SCHEDULE OF COST OF REVENUE

September 30, 2025

Finished goods

Related shipping

Contractor fee

Franchise commission

Total of Cost of revenue

September 30, 2024

Finished goods

Related shipping

Contractor fee

Franchise commission

Total of Cost of revenue

the nine months ended:

September 30, 2025

March 31, 2026

Finished goods

Related shipping

Contractor fee

Franchise commission

Total of Cost of revenue

September 30, 2024

March 31, 2025

Finished goods

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Shipping and handling fees are included in costs of revenue within the statements of

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

Advertising expenses for the three months

ended September 30, 2025 and 2024 were $ 1,599 and $ 8,124 , respectively.

Advertising expenses for the nine months ended September 30,

2025 and 2024 were $ 108,693 and $ 14,690 , respectively.

costs are charged to operations as incurred.

Advertising expenses for the three months ended March 31, 2026 and 2025 were $ 1,000 and

$ 68,845 , respectively.

Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”),

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income taxes in income tax expense.

Company’s tax returns for 2022, 2023, 2024 and 2025 remain open to examination.

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

As a Nevada corporation, we

are no longer subject to the Delaware franchise tax.

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

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

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

Delaware franchise tax of $ 41,349 .

(Loss) per Share

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

Basic earnings (loss) per share is calculated

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

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

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

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

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

During the nine months ended September 30, 2025

there were 909,874 potentially dilutive warrants outstanding.

the periods ended September 30, 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.

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

Basic earnings (loss) per share is calculated by

dividing net income (loss) attributable to common shareholders of the Company by the weighted-average number of common shares outstanding

during the period, adjusted for treasury shares held by the Company.

earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number

of shares of common stock outstanding during the period, adjusted to give effect to all potentially dilutive securities, including stock

options, warrants, and convertible debt securities.

During the three months ended March 31, 2026 and 2025 there were 909,874 potentially

dilutive warrants outstanding.

the periods ended March 31, 2026 and 2025, basic and diluted earnings per share (EPS) were the same, as the effect of potentially dilutive

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

Non-controlling

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separately from equity attributable to owners of the Company.

September 30, 2025 and December 31, 2024, the aggregate non-controlling interests in the Company were $ 68,291 and $ 111,835 , respectively.

and Capital Resources

the nine months ended September 30, 2025, we incurred a net loss, a loss from operations and negative cash flow from operating cafés

the three months ended March 31, 2026, we incurred a net loss, a loss from operations and negative cash flow from operating cafés

during the period.

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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.

and the Company’s majority stockholder, pursuant to which Alset Inc.

has provided the Company a non-revolving line of

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The remaining credit of $ 700,000 is available

for draw as on September 30, 2025.

for draw as on March 31, 2026.

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

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payable was extended from April 24, 2025 to April 14, 2026.

Company has obtained letters of financial support from Alset Inc., a direct majority owner of the Company.

committed to provide

any additional funding required by the Company and would not demand repayment through twelve months from the issuance of these consolidated

financial statements.

Pronouncements Pending Adoption

Company 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 filing of this Form 10-Q.

Accounting Pronouncement

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

on the Company’s condensed consolidated financial statements.

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.

December 2023, the FASB issued ASU No.

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

2023-09”), expanding the disclosures requirement for income taxes primarily by requiring more detailed disclosure for income taxes

paid and the effective tax rate reconciliation.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

adoption is permitted, and adoption of ASU 2023-09 can be applied prospectively or retrospectively.

The Company is currently evaluating

the impact of this standard on the Consolidated Financial Statements.

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 condensed consolidated financial statements.

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

pronouncements pending adoption

November 4, 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact of adopting the standard

on the Consolidated Financial Statements.

on the condensed consolidated financial statements.

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270).

This update enhances the clarity and organization of interim

reporting and the applicability of Topic 270.

It also clarifies the required form and content of interim financial statements, including

requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

standard is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted.

Entities may apply the update either prospectively or retrospectively.

We are currently evaluating the impact of adopting this standard

on our condensed consolidated financial statements and disclosures.

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

As of September 30,

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

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

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

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

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

The Company’s

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

of the Company as a whole.

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

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

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

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

Segment expenses and other segment items are provided to the CODMs

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

CODMs do not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the

notes to the financial statements.

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

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

3 — ACCOUNTS RECEIVABLE, NET

receivable, net at September 30, 2025, December 31, 2024, September 30, 2024 and December 31, 2023 of $ 7,771 , $ 17,546 , $ 35,067 and $ 28,611 ,

respectively, represents collection 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 does not bear interest.

As of September 30, 2025 and December

31, 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.

4 — INVENTORY

of September 30, 2025 and December 31, 2024, the balance of finished goods was $ 1,113 and $ 1,574 , respectively.

There is no provision

for slow-moving or obsolete inventory during the three and nine months ended September 30, 2025 and 2024.

receivable, net at March 31, 2026 and December 31, 2025 was $ 3,096 and

respectively, represent collection received by the credit card processor in F&B business and rent receivable.

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

As of March 31, 2026

and December 31, 2025, the allowance for credit losses was an immaterial amount.

The Company does not have any off-balance sheet

credit exposure related to its customers.

4 — PROPERTY AND EQUIPMENT, NET

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SCHEDULE OF PROPERTY AND EQUIPMENT, NET

September 30, 2025

March 31, 2026

Office Equipment

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Leasehold Improvements

Foreign currency translation adjustment

December 31, 2025

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Leasehold Improvements

the three months ended September 30, 2025 and 2024, the Company recorded depreciation expenses of $ 16,219 and $ 15,320 , respectively.

For the nine months ended September 30, 2025 and 2024, the Company recorded depreciation expenses of $ 22,881 and $ 45,529 , respectively.

As of September 30, 2024, the Company disposed of office equipment with a cost of $ 7,429 , and furniture and fittings with a cost of $ 2,784 ,

from F&BPLQ due to the closure of the café.

$ 5,882 loss on disposal of PPE was recorded in the general and administrative

the three months ended March 31, 2026 and 2025, the Company recorded depreciation expenses of $ 2,091 and $ 3,282 , respectively.

There was no impairment of property and equipment during the three months ended March 31, 2026 and 2025.

5 — INVESTMENTS

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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 equal to the amount by which the carrying value exceeds the fair

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

value of the investment.

No impairment was recorded as of and for the three months ended March 31, 2026 and 2025.

Food & Beverage Pte.

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

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

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

The subscription

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

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

as of December 31, 2024.

(“F&BH”) for 19,000

shares of Ideal Food & Beverage Pte.

(“IFBPL”), constituting 19 %

of the issued shares of IFBPL.

The investment amount was $ 14,010

paid to IFBPL on May 23, 2024.

For the year ended December 31, 2024, the Company impaired this investment of $ 14,010

February 26, 2026, the Company entered into a share subscription agreement through F&BH for additional 19,000

shares of newly issued 100,000 shares of IFBPL.

The investment amount was $ 14,974

paid to IFBPL on February 26, 2026.

Following the new investment, the Company holds a total of 38,000

shares out of 200,000 total outstanding shares of IFBPL, representing 19 % of IFBPL’s outstanding shares.

of HWH World Inc.

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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 .

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

Total of $ 383,667

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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.

had immaterial effect on the Company’s condensed consolidated financial statements and the deconsolidation

did not meet the criteria for presentation as discontinued operations under ASC 205-20.

of Alset F&B One Pte.

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

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

Agreement”) with Alset International Limited (“AIL”), pursuant to which the Seller

(“F&BH”), entered into a sale and purchase agreement (the “Sale and Purchase

Agreement”) with Alset International Limited (“AIL”), pursuant to which the F&BH

agreed to sell 70% of the outstanding shares of its subsidiary, Alset F&B One Pte.

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

$54,961 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.

7 – LOAN DUE TO THIRD PARTY

Note to EF Hutton LLC

$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

6 – NOTES PAYABLE

Boral Capital, LLC

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

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

Boral Capital LLC), a division

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

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

promissory note as full satisfaction.

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,

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.

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

to good standing.

8 — DUE TO ALSET INC.

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

The amounts due to AEI at September 30, 2025 and December 31, 2024 are $ 569,614 and $ 209,614 , respectively.

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.

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.

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

On September 30, 2025, $ 3,164 of

the interest remained outstanding.

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

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.

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

Boral Capital LLC and cured the default stemming from the late payment of the installation due in October of 2024.

31, 2026 total due to D.

Boral Capital is $ 837,382 , which includes $ 710,625 in principal and $ 126,757 in interest.

As of December 31, 2025 total due to D.

Boral Capital was $ 829,182 , which includes $ 710,625 in principal and $ 118,557 in interest.

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

for Operations

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

Ketomei’s current operations.

Ketomei owes the bank $ 22,316

at March 31, 2026 and December 31, 2025, respectively.

7 — DUE TO/FROM RELATED PARTIES

Due to Alset Inc.

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 the amount due to AEI is non-interest

Since the amount due to AEI is due upon request, it is classified as a current liability.

The amounts due to AEI at March 31,

2026 and December 31, 2025 are $569,614 and $569,614 respectively.

to Alset International Limited.

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There is no written,

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

executed agreement 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 September 30, 2025 and December 31, 2024

are $ 4,651,995 and $ 5,096,047 , respectively.

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

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

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

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

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

Financial Support to the Company dated March 28, 2025.

The amounts due to AIL at March 31, 2026 and December 31, 2025 are

$ 4,675,492 and $ 4,653,037 , respectively.

from Alset Business Development Pte.

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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.

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

lent from HWHPL to ABD in November 2024, with partial repayment

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 September 30, 2025 is $ 4,233,165 and amount

due from ABD at December 31, 2024 is $ 4,113,701 .

from HotApp International Limited.

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

The amount due from

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

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

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

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

executed agreement 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 HAIL at September 30, 2025 is $ 252,890 .

Capital Loans

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

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

(“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes were to be repaid

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

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

Such units would be identical to the

Private Placement Units.

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

under these Working Capital Loans.

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

The amount due from ABD at March 31, 2026 and December 31, 2025 is $ 4,233,148

and $ 4,232,313 ,

respectively.

from Hapi Metaverse Inc.

Metaverse Inc.

(“HMI”) is incorporated in the United States of America and is a fellow subsidiary of Alset Inc.

due from represents short-term working capital advances for the Company to finance its daily operations, $ 5,000 from HMI and $ 122,440

from HotApp International Limited, a subsidiary of HMI, during the three months ended March 31, 2026.

There is no written, executed agreement and the amount due from HMI is non-interest bearing.

Since the amount due from HMI is due upon

request, it is classified as a current asset.

The amount due from HMI at March 31, 2026 and December 31, 2025 is $ 127,440 and $ 381,461 ,

respectively.

The decrease is mainly due to $ 382,932 impairment for the loan provided in HWHPL, and the related cost is included in general and administrative expenses.

8 — RELATED PARTY TRANSACTIONS

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debt contemplated by CN 4.

November 25, 2024, the Company entered into a stock purchase agreement with Alset Inc., pursuant to which Alset Inc.

agreed to purchase

4,411,764 shares of the Company’s common stock for a total $ 3,000,000 , representing a purchase price of $ 0.68 per share.

The transaction

was completed on December 3, 2024.

AEI is the majority shareholder of the Company, and immediately prior to the effectiveness of the

stock purchase agreement, AEI directly and through its subsidiaries owned 86.6 % of the issued and outstanding shares of HWH common stock.

December 24, 2024, the Company entered into a stock purchase agreement with AEI, pursuant to which AEI agreed to purchase 1,300,000 shares

of the Company’s common stock for a total of $ 585,000 , representing a purchase price of $ 0.45 per share.

The deal was completed

on December 30, 2024.

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

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

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

CN 5 bears an 8 % interest

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

the time of filing, the Company has not converted any of the debt contemplated by CN5.

the Company purchased from SHRG a Convertible Promissory Note (“CN 5”) with the principal amount of $ 150,000.

CN 5 bears interest at a rate of 8 % per annum and matures on January 15, 2028.

Under the terms of CN 5, the Company has the sole discretion

to elect repayment in either cash or shares of SHRG common stock.

In the event the Company elects repayment in shares, the number of

shares issuable will be determined based on the average closing market price of SHRG’s common stock during the three trading days

immediately preceding the repayment date.

At the time of filing, the Company has not converted

any of the debt contemplated by CN 5.

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

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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 .

Additionally, upon execution of the Loan Agreement 2 SHRG incurred

a commitment fee representing 5 % of the loan principal, $ 12,500 .

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

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

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

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

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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,

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

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any of the debt contemplated by CN 8.

of September 30, 2025 and December 31, 2024, a total of $ 82,900 and $ 48,000 in commitment fees and $ 112,620 and $ 39,323 of interest were recorded under other receivables, net, respectively.

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

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

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

Additionally,

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

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

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

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

At the time of filing, the Company has not converted

any of the debt contemplated by CN 9.

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

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

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

Additionally,

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

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

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

10, 2028 , three years from the date of the CN 10.

At the time of filing, the Company has not converted

any of the debt contemplated by CN 10.

January 2, 2026, 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 11”) in the amount of $ 40,000 , convertible into 6,666,667

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 40,000 .

Additionally,

upon signing CN 11, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 3,200 in total, to be paid either in cash

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

CN 11 bears an 8 % interest rate and has scheduled maturity on January 1,

2029 , three years from the date of the CN 11.

At the time of filing, the Company has not converted

any of the debt contemplated by CN 11, and recorded at cost under convertible notes receivable - related party.

January 8, 2026, 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 12”) in the amount of $ 120,000 , convertible into 20,000,000

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 120,000 .

Additionally,

upon signing CN 12, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 9,600 in total, to be paid either in cash

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

CN 12 bears an 8 % interest rate and has scheduled maturity on January 7,

2029 , three years from the date of the CN 12.

At the time of filing, the Company has not converted

any of the debt contemplated by CN 12, and recorded at cost under convertible notes receivable - related party.

February 4, 2026, 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 13”) in the amount of $ 125,000 , convertible into 20,833,333

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 125,000 .

Additionally,

upon signing CN 13, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 10,000 in total, to be paid either in cash

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

CN 13 bears an 8 % interest rate and has scheduled maturity on February

4, 2029 , three years from the date of the CN 13.

At the time of filing, the Company has not converted

any of the debt contemplated by CN 13, and recorded at cost under convertible notes receivable - related party.

of March 31, 2026 and December 31, 2025, a total of $ 133,700 and $ 110,900 in commitment fees, $ 174,094 and $ 147,504 of

interest was recorded under other receivable, net and $ 14,499 and $ 0 of interest was recorded under other non-current asset, respectively.

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

1 unchanged sentence

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

from F&B business amounting to approximately $ 501 and $ 555 during the three months ended September 30, 2025 and 2024, respectively

and $ 3,100 and $ 3,904 during the nine months ended September 30, 2025 and 2024, respectively, was related to corporate sales.

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

in Account Receivable, net at September 30, 2025 and December 31, 2024 is $ 0 and $ 1,652 , respectively, of amounts due from related parties.

in other income during the three months ended September 30, 2025 and 2024 is $ 0

and $ 1,646 ,

respectively and $ 2,072

during the nine months ended September 30, 2025 and 2024, respectively,

of rental income was from related parties.

of Hapi Metaverse Inc.

February 5, 2026, Alset Inc., the Company’s majority stockholder entered into a Stock Purchase Agreement with the Company,

pursuant to which Alset Inc.

agreed to sell to the Company 505,341,376

shares of Hapi Metaverse Inc.

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 at an exercise price of $ 1.85

per share, maturing five (5) years from the date of the term sheet, and bearing an interest rate of 1 %

Under the terms of the transaction, upon the closing, the Company would become HMI’s largest stockholder.

March 31, 2026, the closing had not yet occurred and the deal was cancelled on May 6, 2026.

Receivables, Net

Other receivables, net, are primarily composed of miscellaneous receivables from related parties, including interest

accrued on loans to related parties.

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

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

As of September 30, 2025, and December 31, 2024, the amount of other receivable, net was $ 551,335 and $ 342,712 , respectively, including

the amount due from related parties of $ 541,640 and $ 302,102 , respectively.

As of March 31, 2026

and December 31, 2025, the amount of other receivable, net was $ 641,382 and $ 614,577 , respectively, including the amount due from related

parties of $ 627,796 and $ 605,267 , respectively.

The impairment of other receivables, net was $ 173,261 and

$ 0 as of September 30, 2025, and December 31, 2024, respectively.

Insurance Group, LLC

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

Insurance Group, LLC (“LEH”).

The acquisition closed on February 27, 2025.

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

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

However, following

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

LEH is a licensed insurance agency representing over 600 insurance

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

LEH provides personalized insurance solutions, offering expert

guidance to meet the unique coverage needs of each customer.

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

and has yet to turn a profit.

The Company paid $ 75,000 for the acquisition and recorded $ 77,480 of goodwill as result of the acquisition,

which was immediately written off.

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

The Company paid $ 40,000 for the acquisition and recorded $ 45,003 of goodwill as result of the acquisition, which was immediately

of September 30, 2025, the Company impaired goodwill of $ 122,482 to $ 0 , which was generated from net asset value during the acquisition.

Total impairment expenses were $ 122,482 .

$ 158,036 as of March 31, 2026 and December 31, 2025, respectively.

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

8 unchanged sentences

the JVC will be held by Mr.

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

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

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

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

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

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

of September 30, 2025, HTHPL owed the Company a total of $ 24,721 , 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.

of March 31, 2026 and December 31, 2025, HTHPL owed the Company a total of $ 1,787 and $ 26,623 , respectively, 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.

9 - FINANCIAL ASSETS AT FAIR VALUE

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

assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of March 31,

2026 and December 31, 2025:

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

Fair Value Measurement Using

September 30, 2025

Warrants – SHRG

Convertible loans receivable – SHRG

Marketable securities - Trading

Total Investment in securities at Fair Value

Fair Value Measurement Using

December 31, 2024

Warrants – SHRG

Convertible loans receivable – SHRG

Total Investment in securities at Fair Value

fair value of the SHRG warrants under level 2 category as of September 30, 2025 and December 31, 2024 were calculated using a binomial

option pricing model valued with the following weighted average assumptions:

Value Measurement Using

notes receivable – SHRG

securities - Trading

Investment in securities at Fair Value

Value Measurement Using

notes receivable – SHRG

securities - Trading

Investment in securities at Fair Value

fair value of the SHRG warrants under level 2 category as of March 31, 2026 and December 31, 2025 were calculated using a binomial option

pricing model valued with the following weighted average assumptions:

SCHEDULE OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

September 30, 2025

Exercise price

Risk free interest rate

Annualized volatility

Dividend yield

Year to maturity

Exercise price

Risk free interest rate

Annualized volatility

Dividend yield

Year to maturity

free interest rate

Warrants measurement input

Company has elected to recognize the convertible loan at fair value and therefore there was no further evaluation of embedded features

Company has elected to recognize the convertible note 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:

Valuation date

September 30,

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

Valuation date

September 30,

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

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

The fair value of the convertible

notes is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash flow with

the following assumptions:

interest rate

dividend yield

interest rate

dividend yield

interest rate

dividend yield

Warrant measurement input

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

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

the nine months ended September 30, 2025 and 2024, the Company held convertible notes receivable with SHRG.

The following table shows

the activity of the notes during the nine months ended September 30, 2025 and 2024.

the three months ended March 31, 2026 and 2025, the Company held convertible notes receivable with SHRG.

The following table shows the

activity of the notes during the three ended March 31, 2026 and 2025.

SCHEDULE OF CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY

September 30,

note receivable, related party

Unrealized Gain

note receivable, related party

the nine months ended September 30, 2025 and 2024, the Company revalued the convertible note receivable with SHRG and the balance increased

from $ 744,652 to $ 1,170,619 and $ 0 to $ 739,590 , respectively.

The total $ 4,033 revaluated loss amount was booked in unrealized loss on

convertible note receivable – related party, and $ 110,410 revaluated gain amount was booked in unrealized loss on convertible note

receivable – related party.

the nine months ended September 30, 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.

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.

gain on marketable securities for the three months ended September 30, 2025 was $ 1,476 .

Realized gain on marketable securities for the

nine months ended September 30, 2025 was $ 1,895 .

Unrealized gain on marketable securities was $ 7,734 in the three months ended September

Unrealized gain on marketable securities was $ 8,607 in the nine months ended September 30, 2025.

These gains were recorded

directly to net loss.

note receivable, related party at fair value

Company remeasures its convertible note receivable from SHRG at fair value, with changes in fair value recognized in earnings.

amount decreased from $ 1,478,419 at December 31, 2025 to $ 1,429,214 at March 31, 2026, resulting in an unrealized loss of

$ 49,205 for the three months ended March 31, 2026.

For the three months ended March 31, 2025, the carrying amount increased from $ 744,652

to $ 1,061,372 , resulting in an unrealized gain of $ 16,720 .

gain on marketable securities for the three months ended March 31, 2026 was $ 10,237 .

Realized gain on marketable securities for the three

months ended March 31, 2025 was $ 0 .

These gains were recorded directly to net loss.

10 — STOCKHOLDERS’ EQUITY

1 unchanged sentence

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

As of September 30, 2025

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

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

time of a Business Combination, on a one-for-one basis.

- Each holder of a right automatically received one-tenth (1/10) of one share of common stock upon consummation of the Business

As of March 31, 2026 and

December 31, 2025, there were no shares of preferred stock outstanding.

— Public Warrants may only be exercised for a whole number of shares.

3 unchanged sentences

The Public Warrants will expire five years after the completion of the Business Combination.

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

Company will not be obligated to deliver any shares of 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 common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of

common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from

3 unchanged sentences

under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $90.00 — Once the warrants become exercisable,

of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable,

the Company may redeem the outstanding Public Warrants:

2 unchanged sentences

a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder;

and only if, the last reported sale price of the Class A common stock equals or exceeds $ 90.00 per share (as adjusted for stock splits,

and only if, the last reported sale price of the 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

11 unchanged sentences

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,

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

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

following table summarizes the warrant activity for the nine months ended September 30, 2025 and 2024.

following table summarizes the warrant activity for the three months ended March 31, 2026 and 2025.

SCHEDULE OF WARRANT ACTIVITY

Remaining Contractual

Exercise Price

Warrants Outstanding as of December 31, 2024

Warrants Vested and exercisable at December 31, 2024

Forfeited, cancelled, expired

Warrants Outstanding as of September 30, 2025

Warrants Vested and exercisable at September 30, 2025

Remaining Contractual

Exercise Price

Warrants Outstanding as of December 31, 2023

Warrants Vested and exercisable at December 31, 2023

Forfeited, cancelled, expired

Warrants Outstanding as of September 30, 2024

Warrants Vested and exercisable at September 30, 2024

Outstanding as of December 31, 2025

Vested and exercisable at December 31, 2025

cancelled, expired

Outstanding as of March 31, 2026

Vested and exercisable at March 31, 2026

Outstanding as of December 31, 2024

Vested and exercisable at December 31, 2024

cancelled, expired

Outstanding as of March 31, 2025

Vested and exercisable at March 31, 2025

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

21 unchanged sentences

Stock Split was effectuated on February 24, 2025.

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

with HWH International Inc – Nevada

November 12, 2025, the Company entered into an agreement and plan of merger (“Merger Agreement”) with HWH International Inc.,

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

The Company determined it advisable and in

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

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

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

of share capital from HWH International Inc.

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

Company has operating leases for its one F&B store in South Korea and one F&B stores in Singapore as of March 31, 2026.

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

4 unchanged sentences

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

leases – for leases that are for a period of 12 months or less, the Company will not apply the recognition requirements of

leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a single lease

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

Total lease expenses of $ 48,367 and $ 117,806 were included in general and administrative expenses in the statements of operations

for the three months ended September 30, 2025 and 2024, respectively.

Total lease expenses of $ 223,046 and $ 377,945 were included in

general and administrative expenses in the statements of operations for the nine months ended September 30, 2025 and 2024, respectively.

Total cash paid for operating leases was $ 51,009 and $ 134,884 for the three months ended September 30, 2025 and 2024, respectively.

cash paid for operating leases was $ 229,188 and $ 391,884 for the nine months ended September 30, 2025 and 2024, respectively.

the Company leases certain equipment on a short-term (12 months or less) basis.

Total short-term lease expenses of $ 1,858 and $ 6,881

are included in general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively.

Total short-term

lease expenses of $ 12,237 and $ 17,200 are included in general and administrative expenses for the nine months ended September 30, 2025

and 2024, respectively.

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

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

Total lease expenses amounted to $ 30,572 and $ 109,129 , which were included in general and administrative expenses in the statements

of operations for the three months ended March 31, 2026 and 2025, respectively.

Total cash paid for operating leases amounted to $ 122,071

and $ 109,104 for the three months ended March 31, 2026 and 2025, respectively.

In addition, the Company leases certain equipment on a

short-term (12 months or less) basis.

Total short-term lease expense of $ 1,212 and $ 3,762 is included in general and administrative expenses

for the three months ended March 31, 2026 and 2025, respectively.

Supplemental balance sheet information related to operating leases

is as follows:

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES

Right-of-use assets

Lease liabilities - current

Lease liabilities - non-current

Total lease liabilities

of September 30, 2025, the aggregate future minimum rental payments under non-cancelable agreements are as follows:

liabilities - current

liabilities - non-current

lease liabilities

of March 31, 2026, the aggregate future minimum rental payments under non-cancelable agreements are as follows:

SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS

Maturity of Lease Liabilities

12 months ended September 30, 2026

12 months ended September 30, 2027

Total undiscounted lease payments

of Lease Liabilities

months ended March 31, 2027

undiscounted lease payments

Imputed interest

Present value of lease liabilities

Operating lease liabilities - Current

Operating lease liabilities - Non-current

value of lease liabilities

lease liabilities - Current

lease liabilities - Non-current

12 — COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

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

15 — CONCENTRATION RISK

1 3 — CONCENTRATION

Company maintains cash balances at various financial institutions in different countries.

2 unchanged sentences

At times, these balances may exceed the insurance limits.

As of September 30, 2025 and December 31,

As of March 31, 2026 and December 31, 2025,

uninsured cash balances were $ 1,123,393 and $ 1,624,957 , respectively.

the three and nine months ended September 30, 2025, five suppliers accounted for approximately 68 % and 65 % of the Company’s total

costs of revenue, respectively.

the three and nine months ended September 30, 2024, five suppliers accounted for approximately 79 % and 82 % of the Company’s total

costs of revenue, respectively.

16 — CORRECTION OF AN IMMATERIAL ERRORS IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

the period ended June 30, 2025, the Company had immaterial error related to presentation of Non-controlling interests, which have been

reclassified along with the filing for the period ended September 30, 2025.

the period ended June 30, 2025, the Company had immaterial error related to presentation of certain related party balances which have

been reclassified along with the filing for the period ended September 30, 2025.

There was no impact on the net loss from the reclassification.

Company has also reclassified the fair value hierarchy for certain investments with related parties for prior filing and would continue

to evaluate whether to apply this consistently.

There was no impact on the fair value for those investments from those reclassifications.

the three months ended March 31, 2026, five suppliers accounted for approximately over 59 % of the Company’s total costs of revenue.

the three months ended March 31, 2025, five suppliers accounted for approximately over 76 % of the Company’s total costs of revenue.

14 — SUBSEQUENT EVENTS

Company has evaluated all subsequent events and transactions through October 21, 2025, the date that the consolidated financial statements

were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than noted below:

Purchase Agreement with SHRG

October 6, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation (“SHRG”),

pursuant to which SHRG issued a convertible promissory note to the Company in the amount of $ 200,000 , 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.

Company has evaluated all subsequent events and transactions through May 13, 2026, the date that the condensed consolidated financial

statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than

Satisfaction and Discharge of Indebtedness

April 16, 2026, the Company and D.

Boral Capital, LLC (“D.

Boral Capital”) entered into an amendment to the

Satisfaction and Discharge of Indebtedness Agreement dated December 18, 2023.

Under the terms of the amendment, D.

Boral Capital

accepted a one-time payment of $ 500,000

from the Company as satisfaction of the Company’s further obligations and indebtedness under the Satisfaction and Discharge of

Indebtedness Agreement and the promissory note in lieu of principal and interest otherwise owed and scheduled to be paid.

settlement for $ 500,000 was

paid on April 20, 2026.

Term Sheet for Investment in the Company

On May 5, 2026, the Company entered into a term sheet (the “Term Sheet”) with Smart Dynamics Technology

Limited, a company incorporated in the British Virgin Islands (the “Investor”), pursuant to which the Company has agreed to

sell to the Investor, for an aggregate purchase price of $ 10,000,000 :

(i) 20,000,000 newly issued unregistered

shares of the Company’s common stock;

(ii) warrants to purchase 160,000,000 newly

issued, unregistered shares of the Company’s common stock at an exercise price of $ 0.63 per share, exercisable immediately and expiring

on the fourth anniversary of their issuance.

The Term Sheet contains certain provisions which

would, upon the closing of the transactions contemplated by the Term Sheet, grant the Investor anti-dilution rights for a period of two

years from the closing in which the Company would not be able to sell new equity securities without the consent of the Investor, subject

to certain exceptions.

Further, upon the closing, the Investor would be given the right to appoint three directors to the Company’s

Board of Directors, subject to the conditions described in the Term Sheet.

Pursuant to the Term Sheet, the Company would be required

to file a registration statement registering the 20,000,000 shares issuable to the Investor within sixty days of the closing.

The Company and the investor anticipate entering into definitive agreements

for the transactions described above in the immediate future.

The closing of the transaction contemplated by the Term Sheet will be subject

to standard closing conditions, including the approval by the stockholders of the Company holding a majority of the Company’s common

Termination of Planned Acquisition of Hapi

Metaverse Inc.

On May 6, 2026, the Company

entered into a Termination Agreement with Alset Inc., and mutually agreed to not proceed with the closing of the acquisition of Hapi

Metaverse Inc.

Planned Amendment to 2025 Incentive Compensation

The Company’s Board

of Directors and Compensation Committee have approved an amendment to the Company’s 2025 Incentive Compensation Plan to permit the

Company to issue up to an additional 2,000,000 shares of the Company’s common stock to officers, directors, employees and certain

other persons who have provided, or shall provide, services to the Company, in addition to those shares already authorized under such

Pursuant to the Term Sheet, any such shares granted as compensation will have a lock up of 12 months.

Pursuant to Nasdaq Listing

Rules, the Company will be required to seek the approval of stockholders holding a majority of our issued and outstanding common stock

in order to materially amend the 2025 Incentive Compensation Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements