What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-05-13 · 564 added, 340 removed, 856 unchanged (51% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

June 30, 2026

December 31, 2025

Current Assets

Account receivable, net

Other receivables, net

Other receivables – related party, net

Deposit - current

5 unchanged sentences

Property and equipment, net

Investment in equity method - related party

Deposit – non-current

Investment in associate - related party

Investment at cost

20 unchanged sentences

50,000,000 shares authorized;

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

none issued and outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value;

450,000,000 shares authorized;

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

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

7,726,400 and 7,476,400 issued and outstanding as of June 30,

2026 and December 31, 2025, respectively *

Additional paid in capital

8 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

The common stock share

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

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

2 unchanged sentences

Consolidated Statements of Operations and Other Comprehensive Loss

Three Months Ended March 31

Ended June 30

Food & Beverage Revenue

1 unchanged sentence

$ ( 266,314 )

$ ( 102,250 )

$ ( 529,078 )

Operating expenses:

2 unchanged sentences

$ ( 383,868 )

$ ( 879,763 )

$ ( 932,949 )

Impairment loss on goodwill

2 unchanged sentences

$ ( 383,868 )

$ ( 879,763 )

$ ( 1,010,429 )

Other income (expense)

Interest expense

Foreign exchange transaction (loss) gain

Gain on disposal of marketable securities

(Loss) gain on disposal of marketable securities

Unrealized gain on marketable securities

Gain on disposal of subsidiaries

Gain on equity method investment - related party

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

Total Other (expense) income

Loss before provision for income taxes

Gain from debt extinguishment

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

Total Other income

Income (Loss) before provision for income taxes

Net income (loss)

$ ( 416,116 )

1 unchanged sentence

Net loss attributable to non-controlling Interests

Net loss attributable to common stockholders

Net income (loss) attributable to common stockholders

$ ( 414,232 )

$ ( 394,611 )

Other comprehensive income, net of tax:

Net income (loss)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment

$ ( 451,046 )

Total comprehensive loss, net of tax:

$ ( 554,011 )

Total comprehensive income (loss), net of tax:

$ ( 375,069 )

$ ( 386,126 )

$ ( 965,006 )

Less Comprehensive loss attributable to non-controlling interests

Total Comprehensive loss attributable to common stockholders

Total Comprehensive income (loss) attributable to common stockholders

$ ( 367,264 )

$ ( 384,264 )

Three Months Ended March 31

$ ( 948,213 )

Three Months Ended June 30

Loss per common share

Weighted average number of common shares outstanding*

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

Six Months Ended June 30

Loss per common share

Weighted average number of common shares outstanding*

The numbers of weighted

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

February 24, 2025

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

2 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Three Months ended March 31, 2026

Comprehensive

Stockholders’

Three and Six Months Ended June 30, 2026

International

12 unchanged sentences

$ ( 9,573,827 )

Three months ended March 31, 2025

Issuance of Common Stock

Net income (loss)

Foreign currency translation adjustment

Balances at June 30, 2026

$ ( 874,641 )

$ ( 9,361,862 )

Three and Six Months Ended June 30, 2025

International

7 unchanged sentences

Warrants exercised to Common Stock

Revaluation for SHRG note receivable and warrants

Acquisition of LEH Insurance Group LLC

9 unchanged sentences

$ ( 6,795,010 )

Net income (loss)

Foreign currency translation adjustment

$ ( 450,653 )

$ ( 451,046 )

Balances at June 30, 2025

$ ( 811,200 )

$ ( 6,711,621 )

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

2 unchanged sentences

Consolidated Statements of Cash Flows

Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

2 unchanged sentences

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

Gain from debt extinguishment

Foreign exchange transaction loss (gain)

Gain on disposal of subsidiaries

Depreciation expense

2 unchanged sentences

Impairment loss on goodwill

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

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

Fair value gain on marketable securities

3 unchanged sentences

Account receivables

Receivable from related party

Other receivables

Due to related party

Other receivables from related party

Prepaid expenses

Accounts payable and accrued expenses

Income tax payable

Deferred revenue

Operating lease liabilities

Net cash used in operating activities

$ ( 192,539 )

Net cash provided by / (used in) operating activities

$ ( 528,424 )

6 unchanged sentences

Proceeds from disposal of marketable securities

Loan receivable - related party

Net cash used in investing activities

3 unchanged sentences

Repayment of loans and borrowing

$ ( 247,300 )

Issuance of common stock

Advances from related parties

Advances to related parties

( 1,631,936 )

Repayment of brokerage margin loans

Proceed from brokerage margin loans

( 1,171,364 )

Proceed from issuance of Common Stock and Warrants

Repayment of note payable

Net cash (used in) / provided by financing activities

9 unchanged sentences

Cash Paid for Taxes

Supplemental disclosure of non-cash investing and financing activities

Valuation gain from notes receivable and warrants - SHRG

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

2 unchanged sentences

to the Condensed Consolidated Financial Statements

the Three Months Ended March, 2026 and 2025

the Six Months Ended June 30, 2026 and 2025

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

56 unchanged sentences

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.

Marketplace Ltd.

(“HML”) was incorporated in Hong Kong on March 18, 2026, and remains dormant as of June 30, 2026.

and Reporting Currency

12 unchanged sentences

significantly from those estimates.

of Previously Issued Financial Statements

connection with the preparation of the condensed consolidated financial statements for the six months ended June 30, 2026, the Company

identified that payroll and related employee benefit costs of personnel who directly support the business of the F&B operation had

been classified within general and administrative (“G&A”) expenses rather than within cost of revenue in prior periods.

generally accepted accounting principles, these costs are properly presented within cost of revenue to align with the functional

activities of the personnel involved.

Accordingly, the accompanying condensed consolidated financial statements for the three and six

months ended June 30, 2026, reflect the appropriate classification, and the prior period comparative amounts have been revised to conform

to the current-period presentation

Company evaluated this misclassification, both quantitatively and qualitatively, in accordance with SEC Staff Accounting Bulletin No.

99, and concluded that it was not material to the previously issued financial statements.

Accordingly, the Company has revised the prior

period comparative amounts presented herein to correct the classification.

As a result of the revision, cost of revenue increased by

$ 104,813 and $ 219,974 , and general and administrative expenses decreased by the same amounts, for the three and six months ended June

30, 2025, respectively, resulting in a corresponding decrease in gross profit;

there was no effect on previously reported total revenues,

total operating expenses, loss from operations, net income (loss), total assets, total liabilities, stockholders’ equity, or net

cash flows from operating, investing, or financing activities.

and Cash Equivalents

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

The Company had cash of $ 1,506,036 and $ 2,085,918 as of June 30, 2026 and December 31, 2025, respectively.

The Company had no cash equivalents

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

as of June 30, 2026 and December 31, 2025.

Value of Financial Instruments

31 unchanged sentences

a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect.

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.

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

Securities under Equity Method Accounting

The Company accounts for equity investments in certain entities with significant influence under equity-method accounting.

Under this method, the Group’s pro rata share of income (loss) from investment is recognized in the consolidated statements of comprehensive

Dividends received reduce the carrying amount of the investment.

When the Company’s share of loss in an equity-method investee

equals or exceeds its carrying value of the investment in that entity, the equity method investment can be reduced below zero based on

losses if the Company either be liable for the obligations of the investee or provide for losses in excess of the investment when imminent

return to profitable operations by the investee appears to be assured.

Otherwise, the Company does not recognize its share of equity method

losses exceeding its carrying amount of the investment.

Equity-method investment is reviewed for impairment by assessing if the decline

in market value of the investment below the carrying value is other-than-temporary.

In making this determination, factors are evaluated

in determining whether a loss in value should be recognized.

These include consideration of the intent and ability of the Group to hold

investment and the ability of the investee to sustain an earnings capacity, justifying the carrying amount of the investment.

losses are recognized in other expense when a decline in value is deemed to be other-than-temporary.

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

3 unchanged sentences

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

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

As of June 30, 2026 and December 31, 2025, inventory consisted

of finished goods procured from suppliers.

25 unchanged sentences

Repairs and maintenance are expensed as incurred.

Expenditures incurred

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

When property

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

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

Depreciation is computed by the reducing balance

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

Expenditures incurred as a consequence

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

When property and equipment

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

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

Depreciation is computed by the reducing balance method (after

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

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY PLANT AND EQUIPMENT

17 unchanged sentences

are classified as non-current.

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

As of June 30, 2026, current deposits totaled $ 21,057 and non-current deposits totaled $ 97,304 .

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

14 unchanged sentences

obligations are satisfied.

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

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

and Beverage :

19 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, included in other receivables was VAT paid of $ 3,392 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 months ended March 31, 2026 and 2025.

is a breakdown of the Company’s cost of revenue for the three and six months ended June 30, 2026 and 2025.

the three months ended:

SCHEDULE OF COST OF REVENUE

March 31, 2026

June 30, 2026

Finished goods

Contractor fee

Employee wages, salaries and benefits

Total of Cost of revenue

March 31, 2025

June 30, 2025

Finished goods

2 unchanged sentences

Franchise commission

Employee wages, salaries and benefits

Total of Cost of revenue

the six months ended:

June 30, 2026

Finished goods

Contractor fee

Employee wages, salaries and benefits

Total of Cost of revenue

June 30, 2025

Finished goods

Related shipping

Contractor fee

Franchise commission

Employee wages, salaries and benefits

Total of Cost of revenue

and Handling Fees

3 unchanged sentences

costs are charged to operations as incurred.

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

Advertising expenses for the three months ended June 30, 2026 and 2025 were $ 666 and $ 38,249 ,

respectively.

Advertising expenses for the six months ended June 30, 2026 and 2025 were $ 1,667 and $ 107,094 , respectively.

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

35 unchanged sentences

options, warrants, and convertible debt securities.

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

During the six months ended June 30, 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

the periods ended June 30, 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.

5 unchanged sentences

and Capital Resources

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

the six months ended June 30, 2026, we incurred a net loss, a loss from operations and negative cash flow from operating cafés

during the period.

14 unchanged sentences

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

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

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

has provided the Company a non-revolving line of

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

$ 300,000 was drawn from the loan, which was converted to equity on September 24, 2024.

The remaining credit of $ 700,000 is available

for draw as on March 31, 2026.

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

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

provided the Company a non-revolving line of

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

During 2024, $ 300,000 was

drawn from the loan, which was converted to equity on September 24, 2024.

The remaining credit of $ 700,000 expired on April 14, 2026.

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

7 unchanged sentences

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

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.

April 14, 2025, the Company entered into an amendment (the “Amendment”) to this Credit 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.

As of the issuance of these quarterly condensed consolidated financial statements, the Company is still in discussion

with Alset Inc.

regarding the possible extension of the Amendment to the Credit Agreement.

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.

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

67 unchanged sentences

3 — ACCOUNTS RECEIVABLE, NET

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.

receivable, net at June 30, 2026 and December 31, 2025 was $ 4,051 and $ 3,324 , respectively, represent 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 June 30, 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

1 unchanged sentence

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

March 31, 2026

June 30, 2026

Office Equipment

32 unchanged sentences

Leasehold Improvements

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.

the three months ended June 30, 2026 and 2025, the Company recorded depreciation expenses of $ 2,047 and $ 3,380 , respectively.

six months ended June 30, 2026 and 2025, the Company recorded depreciation expenses of $ 4,137 and $ 6,662 , respectively.

impairment of property and equipment during the six months ended June 30, 2026 and 2025.

5 — INVESTMENTS

3 unchanged sentences

a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect.

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.

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

No impairment was recorded as of and for the six months ended June 30, 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.

(“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 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.

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.

8 unchanged sentences

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

Total of $ 383,667

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

of HWH World Inc.

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

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

Total of $ 383,667 gain was

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

The disposal of HWH

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.

(“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

(“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.

1 unchanged sentence

Following this sale, F&BH will continue to own 20% of Alset F&B One.

Total $ 21,611

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

$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

Total $21,611 loss was generated from this deal and

recorded in other non-operating income / (expenses) in the statement of operations.

The remaining 20% interest in Alset F&B One

was initially measured at its fair value of $ 54,961 on the date of deconsolidation, which became the initial basis of the equity

method investment.

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

The F&BH carrying amount of investment in equity method - related party on Alset F&B One was $ 68,943 and

$ 60,708 as of June 30, 2026 and December 31, 2025, respectively.

6 – NOTES PAYABLE

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

As of December

31, 2025 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.

April 16, 2026, the Company and D.

Boral Capital entered into an amendment to the Satisfaction and Discharge of Indebtedness Agreement.

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.

The settlement for $ 500,000 was paid on April 20, 2026.

2026, the Company and D.

Boral Capital LLC (“D.

Boral”) entered into Amendment No.

1 to the Satisfaction and Discharge of

Indebtedness, pursuant to which D.

Boral agreed to accept a one-time cash payment of $ 500,000 in full satisfaction of all amounts owed

by the Company to D.

Boral under the underwriting agreement, the original satisfaction and discharge, and the related promissory note.

The payment was made on April 20, 2026, and upon payment the promissory note was cancelled.

The carrying amount of the obligation at

the settlement date was $ 839,182 , consisting of $ 710,625 of principal and $ 128,557 of accrued interest.

The Company accounted for the

transaction as an extinguishment of debt under ASC 470-50.

The $ 339,185 difference between the carrying amount of the obligation and

the cash consideration paid was recognized as a gain on extinguishment of debt in other income (expense) in the condensed consolidated

statements of operations for the three and six months ended June 30, 2026.

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.

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 $ 22,258 and $ 22,415 at June 30, 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

to Alset Inc.

(“AEI”) is our ultimate holding company that is incorporated in the United States of America.

The amount due to AEI

represents short-term working capital advances to the Company for its daily operations.

There is no written, executed agreement and the

amount due to AEI is non-interest bearing.

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

The amounts due to AEI at March 31,

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

The amounts due to AEI at June 30, 2026 and December 31, 2025 are $ 574,086 and $ 569,614 respectively.

to Alset International Limited.

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

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

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

There is no written,

executed agreement and 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 March 31, 2026 and December 31, 2025 are

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

written, 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 June 30, 2026 and December 31, 2025 are $ 4,694,762

and $ 4,653,037 ,

respectively.

This balance is subject to a right of offset against other related party balances under common control and is presented on a net basis

as “Due to related parties, net” on the condensed consolidated balance sheet.

from Alset Business Development Pte.

1 unchanged sentence

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

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

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

for the investment in Ketomei Pte.

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

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

lent from HWHPL to ABD in November 2024, with partial repayment of $ 707,000

received by the Company in December 2024.

There is no written,

executed agreement and 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 March 31, 2026 and December 31, 2025 is $ 4,233,148

There is no written, executed agreement and the amount due from ABD is non-interest

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

The amount due from ABD at June 30,

2026 and December 31, 2025 is $ 4,083,643

and $ 4,232,313 ,

respectively.

This balance is subject to a right of offset against other related party balances under common control and is presented on a net basis

as “Due to related parties, net” on the condensed consolidated balance sheet.

from Hapi Metaverse Inc.

2 unchanged sentences

due from represents short-term working capital advances for the Company to finance its daily operations, $ 5,000 from HMI and $ 121,510

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.

from HotApp International Limited, a subsidiary of HMI, during the six months ended June 30, 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

The amount due from HMI and its subsidiaries at June 30, 2026 and December 31, 2025 is $ 0 and $ 381,461 , respectively.

decrease is mainly due to $ 509,067 forgiveness of liabilities provided by HWH and its subsidiaries, and the related cost is included in general and administrative

This balance is subject to a right of offset against other related party balances under common control and is presented on a net basis

as “Due to related parties, net” on the condensed consolidated balance sheet.

8 — RELATED PARTY TRANSACTIONS

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

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

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

Company purchased from SHRG a Convertible Promissory Note (“CN 2”) in the amount of $ 250,000 , convertible into 125,000,000

the time of filing, the Company has not converted any of the note nor exercised any of the warrants.

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

the Company purchased from SHRG a Convertible Promissory Note (“CN 2”) in the amount of $ 250,000 ,

convertible into 125,000,000

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 250,000 .

CN 2 bears an 8 % interest

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

Additionally, upon signing CN 2, SHRG owed the

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

discretion of the Company.

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

contemplated by CN 2.

CN 2 bears an 8 %

interest rate and has scheduled maturity on May

8, 2027 , three years from the date of the CN 2.

Additionally, upon signing CN 2, SHRG owed the Company a commitment fee of 8 %

of the principal amount, $ 20,000

in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company.

the time of filing, the Company has not converted any of the note contemplated by CN 2.

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

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discretion of the Company.

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

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

contemplated by CN 3.

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

debt contemplated by CN 4.

note contemplated by CN 4.

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

the Company purchased from SHRG a Convertible Promissory Note (“CN 5”) 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.

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 note contemplated

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

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At the time of filing, the Company has not converted

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

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

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

any of the note nor exercised any of the warrants.

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

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

The maturity date of the Loan Agreement 1 is April

The Loan Agreement 1 bears a 10 % interest rate.

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

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

The Loan Agreement 1 bears a 10 %

interest rate.

As of June 30, 2026, the loan had passed its maturity date and remained outstanding.

Accordingly, the outstanding balance was classified

as a current asset and included in other receivables, related party, net on the condensed consolidated balance sheet.

The Company is currently

in discussion with the borrower regarding a possible extension of the loan term.

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

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

The maturity date of the Loan Agreement 2 is April

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 .

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 .

As of June 30, 2026, the loans had matured and remained outstanding.

As of June 30, 2026, the loan had passed its maturity date and remained outstanding.

Accordingly, the outstanding balance was classified

as a current asset and included in other receivables, related party, net on the condensed consolidated balance sheet.

The Company is currently

in discussion with the borrower regarding a possible extension of the loan term.

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

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

of the debt contemplated by CN 7.

of the note contemplated by CN 7.

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

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At the time of filing, the Company has not converted

any of the debt contemplated by CN 8.

any of the note contemplated by CN 8.

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

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At the time of filing, the Company has not converted

any of the debt contemplated by CN 9.

any of the note contemplated by CN 9.

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

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At the time of filing, the Company has not converted

any of the debt contemplated by CN 10.

any of the note contemplated by CN 10.

January 2, 2026, the Company entered into a securities purchase agreement with Sharing Services Global Corporation pursuant to which

7 unchanged sentences

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.

any of the note 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

7 unchanged sentences

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.

any of the note 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

8 unchanged sentences

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.

of June 30, 2026 and December 31, 2025, a total of $ 133,700

and $ 110,900

in commitment fees $ 145,844

and $ 147,504

of interest was recorded under other receivable – related party, net and $ 85,432

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

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

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 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

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

Acquisition 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 % per annum.

Under the terms of the transaction,

upon the closing, the Company would have become HMI’s largest stockholder.

The deal was cancelled on May 6, 2026.

Receivables – related party, Net

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

accrued on loans to related parties.

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

As of June 30, 2026 and December 31, 2025, the amount of other receivable – related party, net was $ 615,565

and $ 614,577 ,

respectively, including the amount due from related parties of $ 600,703

and $ 605,267 ,

respectively.

The impairment of other receivables – related party, net was $ 172,808

and $ 158,036 as of June 30,

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

12 unchanged sentences

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

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.

of June 30, 2026 and December 31, 2025, HTHPL owed the Company a total of $ 3,585

and $ 26,623 ,

respectively, which is recorded in other receivables – related party, net 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 sheet as of March 31,

assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of June 30,

2026 and December 31, 2025:

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

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

Fair Value Measurement Using

June 30, 2026

Warrants – SHRG

Convertible notes receivable – SHRG

Marketable securities - Trading

Total Investment in securities at Fair Value

Fair Value Measurement Using

December 31, 2025

Warrants – SHRG

Convertible notes receivable – SHRG

Marketable securities - Trading

Total Investment in securities at Fair Value

fair value of the SHRG warrants under level 2 category as of June 30, 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

free interest rate

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

Warrants measurement input

2 unchanged sentences

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

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:

Valuation date

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

Valuation date

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

Valuation date

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

Warrant measurement input

1 unchanged sentence

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

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.

the six months ended June 30, 2026 and 2025, the Company held convertible notes receivable with SHRG.

The following table shows the activity

of the notes during the six months ended June 30, 2026 and 2025.

SCHEDULE OF CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY

note receivable, related party at fair value

December 31, 2025

Unrealized Gain

June 30, 2026

Convertible note receivable, related party at fair value

December 31, 2024

Unrealized Loss

June 30, 2025

Convertible 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 .

amount increased from $ 1,478,419

at December 31, 2025 to $ 1,497,620

at June 30, 2026, resulting in an unrealized gain of $ 19,201

for the six months ended June 30, 2026.

As of June 30, 2025,

the carrying amount increased from $ 744,652 to $ 1,084,113 , primarily due to the issuance of additional $ 360,000 of convertible notes

during the period, partially offset by an unrealized loss of $ 20,539 resulting from the fair value remeasurement.

loss on marketable securities for the three and six months ended June 30, 2026 was $ 13,320

and $ 3,083 ,

respectively.

Realized gain on marketable securities for the three and six months ended June 30, 2025 was $ 419

respectively.

These gains were recorded directly to net loss.

2 unchanged sentences

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

As of March 31, 2026 and

As of June 30, 2026 and

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

5 unchanged sentences

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

registration is available.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue

any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified

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

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:

whole and not in part;

a price of $ 0.01 per Public Warrant;

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 common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits,

stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on

the trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

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 registration is available.

No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders

seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities

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

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:

in whole and not in part;

at a price of $ 0.01 per

Public Warrant;

upon a minimum of 30 days’

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

if, 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 the trading day prior to the date

on which the Company sends the notice of redemption to warrant holders.

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

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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 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 three months ended March 31, 2026 and 2025.

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 six months ended June 30, 2026 and 2025.

SCHEDULE OF WARRANT ACTIVITY

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

Exercise Price

Warrants Outstanding as of December 31, 2025

Warrants Vested and exercisable at December 31, 2025

Forfeited, cancelled, expired

Warrants Outstanding as of June 30, 2026

Warrants Vested and exercisable at June 30, 2026

Exercise Price

Warrants Outstanding as of December 31, 2024

Warrants Vested and exercisable at December 31, 2024

Forfeited, cancelled, expired

Warrants Outstanding as of June 30, 2025

Warrants Vested and exercisable at June 30, 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

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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

is five hundred million ( 500,000,000 ), of which (i) four hundred and fifty million ( 450,000,000 ) shares be designated as common stock,

par value of $ 0.0001 per share, which shares shall not be subject to any preemptive rights, and (ii) fifty million ( 50,000,000 ) shares

of preferred stock, par value of $ 0.0001 per share.

$ 10 of share capital from HWH International Inc.

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.

– Nevada was transferred to

additional paid-in capital on November 14, 2025.

Sheet and Definitive Documents for Investment in the Company

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 “Purchaser”), pursuant to which the Company has agreed to sell to the Purchaser, for an

aggregate purchase price of $ 10,000,000 :

20,000,000 newly issued unregistered shares of the Company’s common stock;

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.

Term Sheet contains certain provisions which would, upon the closing of the transactions contemplated by the Term Sheet, grant the Purchaser

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 Purchaser, subject to certain exceptions.

Further, upon the closing, the Purchaser 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.

to the Term Sheet, the Company would be required to file a registration statement registering the 20,000,000 shares issuable to the Purchaser

within sixty days of the closing.

May 27, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Purchaser,

pursuant to which the Company would sell (i) 20,000,000 (twenty million) fully paid, non-assessable shares of its Common Stock and (ii)

warrants to purchase up to 160,000,000 (one hundred and sixty million) 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 the closing of the transactions contemplated by

the Securities Purchase Agreement for an aggregate purchase price of $ 10,000,000 .

Securities Purchase Agreement was made and entered into pursuant to the terms of that certain Term Sheet entered into by the Company

and the Purchaser on May 5, 2026.

Securities Purchase Agreement contains certain provisions which would, upon the closing of the transactions contemplated by the Securities

Purchase Agreement, provided the Purchaser continues to beneficially own at least a majority of the Company’s common stock, grant

the Purchaser 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 Purchaser, subject to certain exceptions as set forth in the Securities Purchase Agreement.

upon the closing, the Purchaser would be given the right to appoint three directors to the Company’s Board of Directors, subject

to the conditions described in the Securities Purchase Agreement.

Pursuant to the Term Sheet, the Company would be required to file a

registration statement registering the 20,000,000 shares issuable to the Purchaser, and the shares underlying the warrants, within sixty

days of the closing.

June 8, 2026, the Company entered into Amendment No.

1 to the Securities Purchase Agreement with the Purchaser (the “Amendment”).

The Amendment amends the Securities Purchase Agreement in order to:

(i) add a closing condition to require the Company’s receipt

of an extension from Nasdaq to regain compliance with the stockholders’ equity continued listing requirement;

(ii) amend the definition

of “Purchaser Consent Matter” in the Securities Purchase Agreement to explicitly permit affiliates of the Company to invest

$ 500,000 into the Company;

and (iii) include the proposed investment by affiliate of the Company in Section 3.1(f) of the Securities

Purchase Agreement, Capitalization.

June 12, 2026 the holders of a majority of the issued and outstanding shares of common stock of the Company approved the definitive documents

for the investment by written consent.

This transaction has yet to close as of June 30, 2026.

private placement with Smart Dynamics Technology Limited had not closed as of June 30, 2026.

The Company expects the transaction to close in

the near term, although the closing remains subject to the satisfaction of the closing conditions set forth in the Securities Purchase

Agreement, as amended.

of Common Stock under Securities Purchase Agreement

June 8, 2026 the Company entered into a Stock Purchase Agreement with Alset Inc.

(“Alset”), pursuant to which Alset agreed

to purchase 250,000 shares of the Company’s common stock (the “Shares”) for a total of $ 500,000 , representing a purchase

price of $ 2.00 per share.

Alset is the majority shareholder of the Company, and immediately prior to the effectiveness of the Stock Purchase

Agreement, Alset directly and through its subsidiaries owned 66.4 % of the issued and outstanding shares of HWH common stock.

Amendment to 2025 Incentive Compensation Plan

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

Plan (the “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 plan.

Pursuant to the Term Sheet, any such shares granted as compensation will have a lock

up of 12 months.

The amendment also changes the governing law of the Plan from the laws of the State of Delaware to the laws of the State

to Nasdaq Listing Rules, the Company’s stockholders holding a majority of our issued and outstanding common stock approved the

amendment on June 12, 2026.

As of June 30, 2026, the amendment had not yet been made effective.

This amendment became effective on July 13, 2026,

Company has operating leases for its one F&B store in South Korea and one F&B store in Singapore as of June 30, 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:

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

Short-term leases –

for leases that are for a period of 12 months or less, the Company will not apply the recognition requirements of ASC 842.

For leases that contain

related non-lease components, such as maintenance, the Company will account for these payments as a single lease component.

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 $ 29,822 and $ 65,550 , 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:

of operations for the three months ended June 30, 2026 and 2025, respectively.

Total lease expenses amounted to $ 60,394 and $ 174,679 ,

which were included in general and administrative expenses in the statements of operations for the six months ended June 30, 2026 and

2025, respectively.

Total cash paid for operating leases amounted to $ 30,038 and $ 69,075 for the three months ended June 30, 2026 and

2025, respectively.

Total cash paid for operating leases amounted to $ 60,556 and $ 178,179 for the six months ended June 30, 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 $ 1,171 and $ 6,537 is included in general and administrative expenses for the three months ended June 30, 2026 and 2025, respectively.

Total short-term lease expense of $ 2,383 and $ 10,298 is included in general and administrative expenses for the six months ended June

30, 2026 and 2025, respectively.

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

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES

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

of Lease Liabilities

months ended March 31, 2027

undiscounted lease payments

Imputed interest

value of lease liabilities

Right-of-use assets

Lease liabilities - current

Lease liabilities - non-current

Total lease liabilities

of June 30, 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 June 30, 2027

12 months ended June 30, 2028

Total undiscounted lease payments

Imputed interest

Present value of lease liabilities

Operating lease liabilities - Current

Operating 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.

1 3 — CONCENTRATION

13 — CONCENTRATION RISK

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 March 31, 2026 and December 31, 2025,

As of June 30, 2026 and December 31, 2025,

uninsured cash balances were $ 1,030,865 and $ 1,624,957 , respectively.

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.

the three and six months ended June 30, 2026, five suppliers accounted for approximately over 38 % and 59 % of the Company’s total

costs of revenue, respectively.

the three and six months ended June 30, 2025, five suppliers accounted for approximately over 59 % and 70 % of the Company’s total

costs of revenue, respectively.

14 — SUBSEQUENT EVENTS

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.

Company has evaluated events that have occurred after the balance sheet date through the date of this report and identified the following

Nasdaq Listing Matter

As described in Management’s

Discussion and Analysis - Nasdaq Compliance, the Company received a notice from Nasdaq on May 29, 2026 regarding non-compliance with

the stockholders’ equity requirement of Listing Rule 5550(b)(1) and submitted a plan to regain compliance in June 2026.

On July 24, 2026,

Nasdaq notified the Company that it had granted an extension to regain compliance with the stockholders’ equity requirement of Listing

Rule 5550(b), subject to the Company furnishing a specified public report on or before August 31, 2026 and evidencing compliance at the

time it files its periodic report for the period ending September 30, 2026.

Company remains listed on the Nasdaq Capital Market as of

the date of this Quarterly Report, and Company expects to evidence the compliance within the extension granted by Nasdaq as described

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