What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-13 compared with 2025-10-22 · 118 added, 286 removed, 135 unchanged (75% of the section changed)

28 unchanged sentences

completion of logistical aspects for implementation (i.e., payment gateway systems, business licenses, banking set up, import licenses,

managerial resources, etc.).

We are expanding the product range into robotics for consumer and commercial markets.

managerial resources, etc.) We are expanding the product range into robotics for consumer and commercial markets.

As of March 31, 2026,

this project was not launched yet.

Cafés, which are, and will be, in-person, location-based social experiences, offer customers the opportunity to build

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We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July 2022, respectively,

one more opened in Seoul, the Republic of Korea in May 2024.

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

improve our business concept.

and one more opened in Seoul, in May 2024.

We plan to open additional Hapi Cafés as we beta test and further improve our business

We intend to grow our customer base as we grow the number of Hapi Cafés around the world.

are positioned to be integral parts of HWH’s business model.

In June 2024, the Company’s decision to close the café

under Alset F&B (PLQ) Pte.

(“F&BPLQ”) was driven by the unsustainable revenue it generated.

In August 2025 and

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

Ltd.(“KPL”) and Hapi Café

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

We believe it is more strategic

to refocus our efforts and resources on other F&B business ventures that have greater growth potential.

On September 10, 2025, Alset

F&B Holdings Pte.

Ltd., (the “Seller”), a Singapore subsidiary of the Company, entered into a sale and purchase agreement

(the “Sale and Purchase Agreement”) with Alset International Limited (“Buyer”), pursuant to which the Seller

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

(“Alset F&B One”) to the

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

Alset F&B One was incorporated

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

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

Following this

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

Hapi Cafes are positioned to

be integral parts of HWH’s business model.

Due to the underperformance of certain café locations, the Company closed several

cafés during 2024 and 2025.

The Company currently operates one café in Singapore.

Wealth Builder seeks to provide participants the opportunity to attend courses, workshops, and coaching sessions in person, fostering

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has been diligently producing digital content for Hapi Wealth Builder and working to collaborate with the right partners to launch the

program and make it available to customers.

program and make it available to members.

Hapi Wealth Builder will leverage the wealth of knowledge and experience of its leaders to

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in equity investment and wealth-building strategies.

We are targeting a rollout in selected regions later in 2025.

We are targeting a rollout in selected regions later in 2026 as well.

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

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Revenue Model

total revenue for the three months ended September 30, 2025 and 2024 was $206,778 and $345,523, respectively.

Our total revenue for the

nine months ended September 30, 2025 and 2024 was $812,366 and $966,515, respectively.

Our net loss for the three months ended September

30, 2025 and 2024 was $299,618 and $537,143, respectively.

Our net loss for the nine months ended September 30, 2025 and 2024 was $710,613

and $2,277,303, respectively.

currently recognize revenue from food and beverage sales, which accounted for approximately 100% of revenue in the three and nine months

ended September 30, 2025 and 2024.

a geographical perspective, we recognized 3% and 97% of our total revenue in the three months ended on September 30, 2025, in South Korea

and Singapore, respectively, and 6% and 94% in the three months ended September 30, 2024, in South Korea and Singapore, respectively.

From a geographical perspective, we recognized 9% and 91% of our total revenue in the nine months ended on September 30, 2025, in South

Korea and Singapore, respectively, and 5% and 95% in the nine months ended September 30, 2024, in South Korea and Singapore, respectively.

total revenue for the three months ended March 31, 2026 and 2025 was $64,200 and $295,197, respectively.

Our net loss for the three months

ended March 31, 2026 and 2025 was $626,773 and $574,103, respectively.

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

March 31, 2026 and 2025, respectively.

a geographical perspective, we recognized 100% of our total revenue in the three months ended on March 31, 2026, in Singapore, and 11%

and 89% in the three months ended March 31, 2025, in South Korea and Singapore, respectively.

that May or Are Currently Affecting Our Business

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of Presentation and Principles of Consolidation

Company’s consolidated financial statements and related notes include all the accounts of the Company and its wholly owned subsidiaries.

They have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S.

Company’s condensed consolidated financial statements and related notes include all the accounts of the Company and its wholly

owned subsidiaries.

They have been prepared in accordance with the accounting principles generally accepted in the United States of America

All intercompany transactions have been eliminated in consolidation.

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The Company generally

recognizes revenue when a product is delivered to its customer.

recognizes revenue when a product is delivered to the customer.

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

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following the original sale.

Product returns for the three and nine months ended September 30, 2025, and 2024 were approximately $0.

There were no product returns for the three months ended March 31, 2026, and 2025.

and Beverage:

The revenue received from food and beverage business in the three months ended September 30, 2025 and 2024 was $206,778

The revenue received from food and beverage business in the three months ended March 31, 2026 and 2025 was $64,200

and $295,197, respectively.

The revenue received from food and beverage business in the nine months ended September 30, 2025 and 2024

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

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

of Operations

of Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenue

Operating expenses

Other non-operating expenses / (income)

Provision for income taxes

was $206,778 and $345,523 for the three months ended September 30, 2025 and 2024, respectively.

Revenue was $812,366 and $966,515 for

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

Word of mouth, social media presence, and the availability of meeting

spaces are significant drivers of our revenue and revenue potential.

Our revenue decreased in 2025 due to the cessation of operations

of cafes located in Singapore and Korea in August and September 2025.

of revenue decreased from $185,654 in the three months ended September 30, 2024 to $83,196 in the three months ended September 30, 2025.

Cost of revenue decreased from $478,436 in the nine months ended September 30, 2024 to $392,300 in the nine months ended September 30,

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

gross margin decreased from $159,869 to $123,582 in the three months ended September 30, 2024 and 2025.

The gross margin decreased from

$488,079 to $420,066 in the nine months ended September 30, 2024 and 2025.

The decrease in gross margin is a result of the cessation

of operations of cafes located in Singapore and Korea in August and September 2025.

expenses decreased from $487,394 to $369,978 in the three months ended September 30, 2024 and 2025, respectively, due to general and

administrative expenses decrease from $487,394 to $324,976 in the three months ended September 30, 2024 and 2025.

Operating expenses

decreased from $2,637,517 to $1,600,381 in the nine months ended September 30, 2024 and 2025, due to general and administrative expenses

decrease from $2,271,325 to $1,477,899 in the nine months ended September 30, 2024 and 2025.

The decrease in general and administrative

expenses in 2025 compared to 2024 was primarily due to lower professional fees related to the 10-Q and S-4 filings, and the cafes closed

in third quarter of 2025.

of Statements of Operations for the Three Months Ended March 31, 2026 and 2025

expenses (income)

was $64,200 and $295,197 for the three months ended March 31, 2026 and 2025, respectively.

Word of mouth, a social media presence, and

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

Our revenue decreased in 2026 due to

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

of revenues decreased from $147,603 in the three months ended March 31, 2025 to $16,912 in the three months ended March 31, 2026.

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

profit decreased from $147,594 for the three months ended March 31, 2025 to $47,288 for the three months ended March 31, 2026.

decrease in gross margin was caused by the cessation of operations of cafes located in Singapore and Korea in August and September

2025, respectively.

expenses decreased from $741,722 for the three months ended March 31, 2025 to $672,202 for the three months ended March 31, 2026.

General and administrative expenses increased from $664,242 for the three months ended March 31, 2025 to $672,202 for the three

months ended March 31, 2026.

The increase in general and administrative expenses in 2026 compared with 2025 was mostly caused by the

loss from related party balance written off in Q1 2026.

The Company recorded a goodwill impairment charge of $77,480 during the

three months ended March 31, 2025, which increased operating expenses for that period.

non-operating (income) expense

non-operating expenses decreased from $209,618 to $48,698 in the three months ended September 30, 2024 and 2025, mainly due to a

decrease in unrealized loss on convertible note receivable – related party from $374,329 to $71,221 in the three months ended

September 30, 2024 and 2025.

Other non-operating expenses decreased from $127,865 to other income of $517,174 in the nine months

ended September 30, 2024 and 2025, primarily due to a decline in gain on disposal of subsidiaries from $0 to $383,677 in the nine

months ended September 30, 2024 and 2025.

loss decreased from $537,143 to $299,618 in the three months ended September 30, 2024 and 2025.

Net loss decreased from $2,277,303

to $710,613 in the nine months ended September 30, 2024 and 2025.

Company recorded other non-operating expense of $1,859 for the three months ended March 31, 2026, compared to other non-operating income

of $62,973 for the same period in 2025.

The change in non-operating income was primarily due to fluctuations in unrealized gain (loss)

on convertible note receivable and warrants – related party, which changed from a gain of $17,442 for the three months ended March

31, 2025 to a loss of $49,238 for the three months ended March 31, 2026.

This was partially offset by foreign exchange transaction gain

(loss), which changed from a gain of $66,070 in the three months ended March 31, 2025 to a loss of $21,540 in the three months ended

March 31, 2026.

loss increased from $574,103 for the three months ended March 31, 2025 to $626,773 for the three months ended March 31, 2026.

and Capital Resources

cash has decreased from $4,341,746 as of December 31, 2024 to $2,897,972 as of September 30, 2025.

Our liabilities decreased from $3,531,523

at December 31, 2024 to $2,276,968 at September 30, 2025.

Our total assets have increased from $6,408,722 as of December 31, 2024 to

$5,184,394 as of September 30, 2025.

cash has decreased from $2,085,918 as of December 31, 2025 to $1,459,799 as of March 31, 2026.

Our liabilities increased from $1,883,133

at December 31, 2025 to $2,132,077 at March 31, 2026.

Our total assets have decreased from $4,567,858 as of December 31, 2025 to $4,210,297

as of March 31, 2026.

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.

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

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

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April 24, 2024, the Company entered into a Credit Facility Agreement (the “Agreement”) with Alset Inc., a Texas corporation

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

has provided the Company a line of credit facility

(the “Credit Facility”) which provides a maximum, aggregate credit line of up to $1,000,000.

As of September 30, 2025, there

are no outstanding amounts related to the Credit Facility, as the debt with Alset Inc.

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

has provided the Company a line of credit

facility (the “Credit Facility”) which provides a maximum, aggregate credit line of up to $1,000,000.

As of March 31, 2026,

there are no outstanding amounts related to the Credit Facility, as the debt with Alset Inc.

was converted to equity on September 24,

The remaining credit of $700,000 is available for draw as on September 30, 2025.

The remaining credit of $700,000 is available for draw as on March 31, 2026.

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

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

Company has obtained letters of financial support from Alset International Limited and Alset Inc., a direct and indirect owner of the

Company, respectively.

Alset International Limited and Alset Inc.

committed to provide any additional funding required by the Company

and would not demand repayment through twelve months from the issuance of these consolidated financial statements.

As of September 30,

2025, AIL was released from this commitment.

of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30,

Net cash used in operating activities

$ (1,404,073 )

Net cash (used in) / provided by investing activities

$ (1,015,281 )

Net cash provided by / (used in) financing activities

$ (19,405,313 )

Company has obtained letters of financial support from Alset Inc., the majority stockholder 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 condensed

consolidated financial statements.

of Cash Flows for the Three Months Ended March 31, 2026 and 2025

Months Ended March 31,

cash used in operating activities

cash used in investing activities

cash (used in) / provided by financing activities

Flows from Operating Activities

cash used in operating activities was $728,326 in the nine months ended of September 30, 2025, as compared to net cash used in operating

cash used in operating activities was $192,539 in the three months ended of March 31, 2026, as compared to net cash used in operating

activities of $555,333 in the same period of 2025.

The decrease of cash used in operating activities in the nine months ended September

30, 2025 was due to gain on disposal of subsidiary of $383,677 generated during disposal of HWH World Inc.

The decrease in cash used in operating activities during the three months ended March

31, 2026 was primarily due to changes in working capital, including movements in account receivable and operating lease liabilities.

Flows from Investing Activities

cash used in investing activities was $1,015,281 in the nine months of September 30, 2025, as compared to net cash provided by investing

activities of $20,451,688 in the same period of 2024.

In the nine months ended September 30, 2025 we paid $430,000 for convertible note

receivable – related party, $280,000 paid for the loans receivable – related party, $54,621 for investment in associate –

related party and $207,933 for purchase of marketable securities.

In the nine months ended September 30, 2024 we paid $30,103 for purchases

of property and equipment, $850,000 for convertible note receivable – related party, $21,102,871 cash was withdrawn from trust

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

cash used in investing activities was $305,416 in the three months ended of March 31, 2026, as compared to net cash used in

investing activities of $300,000 in the same period of 2025.

In the three months ended March 31, 2026 we paid $285,000 for

convertible note receivable – related party with the remaining amount of cash outflows related to purchases of property and

equipment, investments at cost, and purchases and sales of marketable securities.

In the three months ended March 31, 2025 we paid

$300,000 for convertible note receivable – related party.

Flows from Financing Activities

cash provided by financing activities was $1,203,307 in the nine months ended September 30, 2025, compared to net cash used in financing

activities of $19,405,313 in the same period of 2024.

In the nine months ended September 30, 2025 we received $1,409,983 from issuance

of common stock and warrants and repaid $240,750 of note payable.

In the nine months ended September 30, 2024 we received $2,104,937

from related party, and redeemed $21,102,871 of class A common stock.

March 7, 2024, we received notice from Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, because the market value of our

common stock had been below $50,000,000 for the prior 37 consecutive business days, we no longer complied with the minimum market value

of listed securities (the “MVLS”) requirement for continued listing on the Nasdaq Global Market under Rule 5450(b)(2)(A)

of Nasdaq Listing Rules.

notice had no immediate effect on the listing of our common stock on the Nasdaq Global Market.

Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(C),

we had been provided an initial compliance period of 180 calendar days, or until September 3, 2024, to regain compliance with the MVLS

To regain compliance, the Company’s MVLS was required to be at least $50,000,000 or more for a minimum of ten consecutive

business days prior to September 3, 2024.

In that regard, on September 9, 2024, the Company received a notice from the Staff that the

matter of the MVLS deficiency was to be considered at the Company’s upcoming appeal with the Nasdaq Hearings Panel.

February 22, 2024, the Nasdaq Staff (the “Staff”) notified the Company that for the previous 30 consecutive trading days,

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

Rule 5450(b)(2)(C) (the “Rule”).

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

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

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

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

determination by September 3, 2024.

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

On October 21, 2024, the Company received a notice

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

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

and 5550(b)(1).

cash used in financing activities was $148,432 in the three months ended March 31, 2026, compared to net cash provided by financing activities

of $656,229 in the same period of 2025.

In the three months ended March 31, 2026 we paid $140,687 to related parties.

In the three months

ended March 31, 2025, we received $1,409,983 from the issuance of common stock and warrants and repaid $236,875 under the D.

Boral Capital

EF Hutton) promissory note and $506,454 to related parties.

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

14 unchanged sentences

compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed.

The Company is currently listed on the Nasdaq Capital

of September 30, 2025, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase

obligations or long-term liabilities.

Administrative

Services Agreement

agreed to pay Alset Management Group Inc.

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

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

Upon completion of the initial Business Combination, we ceased

paying these monthly fees.

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

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

Boral Capital LLC), were entitled to a deferred

fee of $0.35 per Unit, or $3,018,750 in the aggregate.

On December 18, 2023, the Company entered into a Satisfaction and Discharge of

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

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

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

This agreement was effective at the closing of Business Combination

on January 9, 2024.

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

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

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

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

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

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

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.”

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).”

Rights Agreement

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

Rights Agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company is obligated

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

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

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

The Company was

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

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

days after the closing of the Business Combination.

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

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

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

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

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

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

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

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

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

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

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

in the Company for cash, securities or other property.

believe that inflation has not had a material impact on our results of operations for the nine months ended September 30, 2025 or the

year ended December 31, 2024.

We cannot assure you that future inflation will not have an adverse impact on our operating results and

financial condition.

The Company remains listed on the Nasdaq Capital Market.

of March 31, 2026, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations

or long-term liabilities.

believe that inflation has not had a material impact on our results of operations for the three months ended March 31, 2026 or the year

ended December 31, 2025.

We cannot assure you that future inflation will not have an adverse impact on our operating results and financial

of Foreign Exchange Rates

effects of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to South

Korea and which were approximately $0.23 million and $0.9 million on September 30, 2025 and December 31, 2024, respectively, are the reason

for the fluctuation in foreign currency transaction gains or losses which are included in the Consolidated Statements of Operations and

Other Comprehensive Income.

Because the intercompany loan balances between Singapore and South Korea will remain at approximately $1

million over the next year, we expect this fluctuation of foreign exchange rates to still impact the results of operations in 2025, especially

given that the foreign exchange rate may and is expected to be volatile.

If the amount of intercompany loan is lowered in the future,

the effect will also be reduced.

However, at this moment, we do not expect to repay the intercompany loans in the short term.

effects of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans between the subsidiaries

and fellow subsidiaries under common control from Singapore, South Korea and Hong Kong and which were approximately $1.2 million and

$0.7 million on March 31, 2026 and December 31, 2025, respectively, are the reason for the fluctuation in foreign currency transaction

gains or losses which are included in the Consolidated Statements of Operations and Other Comprehensive Loss.

Because the intercompany

loan balances between the subsidiaries and fellow subsidiaries under common control from Singapore, South Korea and Hong Kong will remain

at approximately $1 million over the next year, we expect this fluctuation of foreign exchange rates to still impact the results of operations

in 2026, especially given that the foreign exchange rate may and is expected to be volatile.

If the amount of intercompany loan is lowered

in the future, the effect will also be reduced.

However, at this moment, we do not expect to repay the intercompany loans in the short

Growth Company Status

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

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

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

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

In other words, an “emerging

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

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

irrevocably opt out of this exemption.

and Procedures

are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply with the

independent registered public accounting firm attestation requirement.

Further, for as long as we remain an emerging growth company as

defined in the JOBS Act, we intend to 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 requirement.

is responsible for the preparation and fair presentation of the financial statements included in this prospectus.

The financial statements

have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s

judgment and estimates concerning effects of events and transactions that are accounted for or disclosed.

is also responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial

reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable data.

Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including

the possibility of human error and the circumvention or overriding of internal control.

Accordingly, even effective internal control

over financial reporting can provide only reasonable assurance with respect to financial statement presentation.

Further, because of

changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most

recently for its financial reporting as of September 30, 2025.

This assessment was based on criteria for effective internal control over

financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO)

of the Treadway Commission.

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

over financial reporting as of September 30, 2025, management determined that the following issues constitute as material weakness:

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

controls over financial reporting.

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

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

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

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules

of the SEC that permit us to provide only management’s report in this prospectus.

of Chief Executive Officer

October 3, 2025, John “JT” Thatch resigned from the position of Chief Executive Officer of HWH International Inc.

of New Chief Executive Officer

October 3, 2025, Chan Heng Fai, the Chairman of the Board of Directors of the Company, was appointed as the Chief Executive Officer of

of New Member of the Board of Directors

October 3, 2025, Lim Sheng Hon Danny (Danny Lim), the Company’s Chief Operating Officer, was appointed as a member of the Company’s

board of directors.

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

Section 107 of the JOBS

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

Securities Act for complying with new or revised accounting standards.

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

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

We have elected to take advantage of

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

Quantitative and Qualitative Disclosures About Market Risk.

2 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis