What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-02-28 · 203 added, 257 removed, 28 unchanged (94% of the section changed)

HWH International Inc.

(the “Company”) was incorporated in

Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp.

The Company was formed for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

(the “Business Combination”).

The Company consummated the Business Combination on January 9, 2024 and changed its name from

“Alset Capital Acquisition Corp.” to “HWH International Inc.” The Company is an early stage and emerging growth

company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

of November 30, 2023, the Company had not commenced any operations.

All activity for the period from October 20, 2021 (inception) through

November 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

is described below and the pursuit of a suitable acquisition candidate.

The Company did not generate any operating revenues prior to

the completion of its initial Business Combination.

The Company generated non-operating income in the form of interest income from the

proceeds derived from the Initial Public Offering.

The Company initially selected November 30 as its fiscal year end, although subsequent

to the period covered by this report, the Company changed its fiscal year end to December 31st.

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 “Target”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned

subsidiary of the Company (“Merger Sub”).

The Company and Merger Sub are sometimes referred to collectively as the “ACAX

Parties.” Pursuant to the Merger Agreement, a 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

Upon the closing of the Merger (the “Closing”), the Company changed its name to “HWH International

Inc.” The board of directors of the Company (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements

(as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger

Agreement and related transactions by the stockholders of the Company.

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

The Merger was consummated following

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

other customary closing conditions.

total consideration to be paid at Closing (the “Merger Consideration”) by the Company to the Target’s shareholders

was $125,000,000, and was payable in shares of the common stock, par value $0.0001 per share, of the Company (“Company Common Stock”).

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

each share being valued at $10.00.

registration statement for the Company’s Initial Public Offering was declared effective on January 31, 2022.

On February 3, 2022,

the Company consummated the Initial Public Offering of 8,625,000 units (“Units” and, with respect to the shares of common

stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $86,250,000, which includes

the full exercise of the underwriters’ option to purchase an additional 1,125,000 Units generating additional gross proceeds to

the Company of $11,250,000, which is described in Note 3 of the Notes to the audited Consolidated Financial Statements for Fiscal Year

ended November 30, 2023.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private sale of 473,750 units (the “Private Placement

Units”) at a price of $10.00 per Private Placement Unit in private placement to Alset Acquisition Sponsor, LLC (the “Sponsor”)

generating gross proceeds to the Company in the amount of $4,737,500.

Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of Private Placement Units, although substantially all of the net proceeds were intended to be applied toward consummating

a Business Combination.

The Company was required to complete one or more initial Business Combinations with one or more operating businesses

or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the

deferred underwriting commissions and taxes payable on the interest earned on the Trust Account).

The Company would only complete a Business

Combination if the post-transaction company would own or acquire 50% or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under

the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Upon the closing of the Initial Public Offering,

management agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds from the Private

Placement Units, would be held in a trust account (“Trust Account”), located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or

less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination

and (ii) the distribution of the funds held in the Trust Account, as described below.

Company provided the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination

or (ii) by means of a tender offer in connection with the Business Combination.

The decision as to whether the Company would seek stockholder

approval of a Business Combination or conduct a tender offer was be made by the Company.

The Public Stockholders were entitled to redeem

their Public Shares for a pro rata portion of the amount then in the Trust Account.

There were no redemption rights upon the completion of a

Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption were recorded at a redemption

value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards

Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

of the Public Shares contained a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there was a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s Certificate of Incorporation.

In accordance with the rules of the U.S.

Securities and

Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,

redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside

of permanent equity.

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial

carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC

The Class A common stock was subject to ASC 480-10-S99.

If it was probable that the equity instrument would become redeemable,

we had the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that

it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize

changes in the redemption value immediately as they occurred and adjust the carrying amount of the instrument to equal the redemption

value at the end of each reporting period.

We have elected to recognize the changes immediately.

The accretion or remeasurement was treated

as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Shares were redeemable and were classified as such on the balance sheet until such date that a redemption event was to take place.

of the Company’s Public Shares may have been subject to the satisfaction of conditions, including minimum cash conditions, pursuant

to an agreement relating to the Company’s Business Combination.

Company did not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does

not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which

may be contained in the agreement relating to the Business Combination.

The Company proceeded with a Business Combination since a majority

of the outstanding shares voted were voted in favor of the Business Combination.

Because stockholder approval of the transaction was

required by applicable law or stock exchange listing requirements, the Company offered to redeem shares in conjunction with a proxy solicitation

pursuant to the proxy rules and not pursuant to the tender offer rules.

When the Company sought stockholder approval in connection with

the Business Combination, the Sponsor agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during

or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Stockholder has the opportunity

to elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed

Notwithstanding

the foregoing, if the Company sought stockholder approval of a Business Combination and it did not conduct redemptions pursuant to the

tender offer rules, the Certificate of Incorporation provided that a Public Stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), would be restricted from redeeming its shares with respect to more

than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

holders of the Founder Shares agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by

them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation

(i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination

or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined

below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless

the Company provided the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

the Company had not completed a Business Combination within 12 months from the closing of the Initial Public Offering (or 15 months if

we had filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the

consummation of Initial Public Offering but had not completed the initial Business Combination within such 12-month period, or up to

21 months if we extended the period of time to consummate a Business Combination, at the election of the Company by two separate three

month extensions, subject to satisfaction of certain conditions, including the deposit of up to $862,500 ($0.10 per unit in either case)

for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance with our amended

and restated certificate of incorporation), the Company would have (i) ceased all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeemed the Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the

Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the

number of then outstanding Public Shares, which redemption would completely extinguish Public Stockholders’ rights as stockholders

(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolved

and liquidated, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the

requirements of other applicable law.

There would have been no redemption rights or liquidating distributions with respect to the Company’s

warrants, which would have expired worthless if the Company had failed to complete a Business Combination within the Combination Period.

holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails

to complete a Business Combination within the Combination Period.

However, if the holders of Founder Shares acquire Public Shares in

or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the

Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to

their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination

within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will

be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims

by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed

entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such

lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00

per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn

to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account

and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an

executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability

for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account

due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered

accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the

Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Concern and Management’s Plan

Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after

the completion of its initial business combination, at the earliest.

In addition, the Company expects to have negative cash flows from

operations as it pursues an initial business combination target.

In connection with the Company’s assessment of going concern considerations

in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist

solely of pursuing a Business Combination.

January 9, 2024, the Company consummated the business combination (the “Closing”) contemplated by the previously announced

Agreement and Plan of Merger, dated as of September 9, 2022 (the “Merger Agreement”).

The Company’s common stock commenced

trading on the Nasdaq Global Market LLC under the ticker symbol “HWH” on January 9, 2024, and the Company’s warrants

are expected to commence trading under the symbol “HWHW” at a later date.

Company has incurred continuing losses from its operations and has a working capital deficit of $134,421 as of November 30, 2023.

The Company has no operating income and incurs continuing operating expenses.

There are no assurances the Company will be able to raise

capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs.

If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business,

which could harm its financial condition and operating results.

conditions raise substantial doubt about the Company’s ability to continue ongoing operations.

These consolidated financial

statements do not include any adjustments that might result from the outcome of these uncertainties.

Business Overview

Since the Closing on January 9, 2024, we now own the Target company acquired

pursuant to the Merger Agreement (references to “we”, “us” and “our” herein include our newly acquired

Our newly acquired business started in Korea with a single-level membership marketing model with limited products for sale.

We registered the business on April 1, 2019, and we started selling memberships on July 1, 2019.

While we had been profitable and growing,

the COVID-19 Pandemic had a material adverse effect on such growth and profits.

Due to the decline in membership and revenue starting

in 2020, we reorganized our internal staff by adding a broader team in each of the United States, Hong Kong and Singapore with direct

selling and business development experience to head up and expand our operations across various geographies and revised our business plan

to a multi-level membership tier model in 2022, with more products and services to be made available to our members.

We created a new

corporate structure, with subsidiaries in the U.S., Hong Kong and Singapore, that would allow for quick geographical expansion and turned

our focus to the Hapi Café development.

We currently have 9,811 members, all in a single initial tier of membership.

These current

members have paid for their yearly membership to have founder member status.

This is a privileged class that will be able to enjoy continuous

membership benefits in time to come given that they have trusted the company and joined at an early stage.

Such benefits include the ability

to purchase new memberships, in the model described below, at a discount to be determined by HWH.

They will also continue to be able to

earn affiliate commissions as they sell our products in the marketplace and enjoy discounted rates when visiting Hapi Cafés until

further notice.

Company was incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp.

The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

On February 3, 2022, the Company completed its Initial Public Offering.

The Company consummated the Business Combination on January 9, 2024 and changed its name from “Alset Capital Acquisition Corp.”

to “HWH International Inc.”

business we acquired in January of 2024 started in South Korea with a single-level membership marketing model with limited products for

We registered the business on April 1, 2019, and we started selling founders packages on July 1, 2019.

While we had been profitable

and growing, the COVID-19 pandemic had a material adverse effect on such growth and profits.

We created a new corporate structure, with

subsidiaries in the United States, Hong Kong and Singapore, that would allow for quick geographical expansion and turning our focus to

the Hapi Café development.

have 9,811 individuals with founding member status.

This is a privileged class that will be able to enjoy continuous membership benefits

given that they have trusted the Company and joined at an early stage.

Such benefits include the ability to purchase new future memberships,

in the model described below, at a favorable rate to be determined by the Company.

They will also continue to be able to earn affiliate

commissions as they sell our products in the marketplace and enjoy discounted rates when visiting Hapi Cafés until further notice.

The total number of founding members was capped at 10,000.

The Company is in the midst of implementing the new membership

model described below (the “New Model”), that operates on a yearly subscription basis.

We intend to resume membership sales,

albeit under the New Model, in approximately 2nd quarter of 2024.

Members get exclusive discounts on HWH Marketplace products, priority invites to product launch events and other parties, and can earn

passive income when a member’s referral signs up for membership or makes an initial purchase through the HWH Marketplace products

through them.

segments include:

Marketplace, which offers certain products manufactured by our affiliate companies, at a discounted price to our members.

is substantially in the development stage, as we have been in discussions regarding the import and export of these products internationally.

The various aspects of the HWH Marketplace will be launched in phases across the various regions, each with their own timeline, depending

on the completion of the establishment of the logistical aspects for implementation (i.e., payment gateway systems, business licenses,

banking set up, import licenses, managerial resources, etc.) This will be an on-going process as we expand our product and service offering

There are, however, certain limited products currently for sale at our Hapi Cafés, including spaghetti, a gig-economy business

book and certain skincare products.

The Company is in the midst of implementing a new membership model.

we are not currently selling memberships, we intend to resume membership sales under this new model.

will get exclusive discounts on Hapi Marketplace products, priority invites to product launch events and other parties, and look to earn

passive income through affiliate commissions at Hapi Marketplace.

operations include:

Marketplace, which offers certain products at a discounted price to our members.

Hapi Marketplace, HWH’s online consumer

marketplace, went live in September of 2024, and now offers over 6,500 products from manufacturers and wholesalers, including a wide

range of items such as bathroom supplies, fashion products, accessories, cosmetics, and health supplements.

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

4 unchanged sentences

Each of our cafés is a “Hapi

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

2022, respectively, and plan to open additional Hapi Cafés as we beta test and further improve our business concept.

to grow our memberships as we grow the number of Hapi Cafés around the world.

Currently, Hapi Cafe branded outlets span across

Asia, including Singapore, Republic of China (Taiwan), Hong Kong, the People’s Republic of China, and South Korea, Hapi Cafe is positioned

to be an integral part of HWH’s business model.

As at the date of this filing, the Company is in the midst of closing the acquisition

of 2nd Hapi Café outlet in Seoul, the Republic of Korea.

Travel is in the planning stage as we are working with our affiliates to determine the market-by-market services.

Travel, we plan to offer exclusive access to unpublished rates and discounts on air travel, cruises, car rentals, hotels, and resorts

Hapi Travel offers vacation packages, hotels, cruises, and other travel products exclusively for HWH members.

Wealth Builder is also in the planning stage as we are exploring the options of providing services to our members through financial

educational materials aimed at various types of investing opportunities.

We have been establishing Hapi Cafés as venues and destinations

that help build the credibility and reputation of the Company and its Hapi Wealth Builder business, which we intend to launch in 2024.

the COVID-19 Pandemic, we believe people are looking for in-person community.

Café.” We opened proof-of-concept Hapi Café locations in Seoul, South Korea and Singapore in May 2022, July 2022

and April 2024, respectively, and plan to open additional Hapi Cafés as we beta test and further improve our business concept.

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

Hapi Cafe is positioned to be an integral

part of HWH’s business model.

travel business is in the planning stage as we are working with our affiliates to determine the market-by-market services.

our travel business, we plan to offer exclusive access to unpublished rates and discounts on air travel, cruises, car rentals,

hotels, and resorts for members.

We have made a minority investment into a travel agency with a HK, China and Malaysia presence.

focus is primarily on educational tours for China’s primary and secondary school students visiting attractions and tours in

China and overseas.

We also conduct business for hotel booking offers to a hotel booking platform as well as organizing tour

conferences for groups and communities.

The Company shall continue develop consumer traveling services and hotel booking services in

Wealth Builder is in the planning stage as we are exploring the options of providing services to our members through

financial informational materials aimed at various types of investing opportunities.

The team has been diligently producing digital

content for Hapi Wealth Builder and working to collaborate with the right partners to launch the program and make it available to

We have completed a soft launch with Hapi Cafe China to build the credibility and reputation of the Company and its Hapi Wealth Builder business, which we intend to launch later

the COVID-19 pandemic, we believe people are looking for in-person communities.

By offering a social and business centric atmosphere

at our Hapi Cafés, we plan to leverage this deeply-rooted desire and build a membership organization, increase their

familiarity with and educate them about the products and services of our affiliates and how those products and services can help

them in their own individual pursuits of health, wealth and happiness.

at our Hapi Cafés, we plan to leverage this deeply-rooted desire and build a membership organization, increase their familiarity

with and educate them about the products and services of our affiliates and how those products and services can help them in their own

individual pursuits of health, wealth and happiness.

strategy is to continuously grow our membership base, while displaying to our members the added benefits of the higher tiers of membership.

3 unchanged sentences

larger discounts and other benefits on the products and services of our affiliates.

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 MVPHS 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 (the “MVPHS”) and Stockholders’ Equity requirements as set forth

in Nasdaq Listing Rules 5550(a)(5) and 5550(b)(1).

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

the Company that for the prior 30 consecutive business days prior to the date of the Notice, the Company’s bid price was below

the minimum $1 required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid

Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq provided the Company with 180 calendar days,

or until March 3, 2025, (the “Compliance Date”), to regain compliance with the Bid Price Requirement.

March 10, 2025, the Company received written notice (the “Compliance Notice”) from Nasdaq informing the Company that it has

regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Capital Market maintain a

minimum bid price of $1.00 per share.

Nasdaq notified the Company in the Compliance Notice that, from February 24, 2025 to March 7, 2025,

the closing bid price of the Company’s common stock had been $1.00 per share or greater and, accordingly, the Company had regained

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

The Company is currently listed on the Nasdaq Capital Market.

February 18, 2025, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation

with the Delaware Secretary of State to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”).

The Reverse Stock

Split became effective as of market open on February 24, 2025.

The par value of the common stock following the reverse stock split remains

at $0.001 per share.

The reverse stock split has been retroactively applied to all financial statements presented.

of December 31, 2024 and 2023, the total outstanding common shares of the Company were 5,593,920 and 2,000, respectively;

the total outstanding

class A common shares of the Company were 0 and 94,750, respectively;

the total outstanding class B common shares of the Company were

0 and 431,250, respectively.

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

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

has provided the Company a line of credit facility

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

As of December 31, 2024, $300,000 credit was used and $700,000 is available to use in the future.

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

Each Advance shall

bear a simple interest rate of three percent (3%) per annum.

Each Advance and all accrued but unpaid interest shall be due and payable

at the first (1st) anniversary of the effective date of the Credit Agreement.

HWH may at any time during the term of the Credit Agreement

prepay a portion or all amounts of its indebtedness without penalty.

Each advance shall not be secured by a lien or other encumbrance

on any HWH assets, but shall be solely a general unsecured debt obligation of HWH.

Conversion Agreements

September 24, 2024, HWH International Inc.

entered into two debt conversion agreements with creditors (each an “Agreement,”

or collectively, the “Agreements”):

(i) Alset International Limited (the Company’s majority stockholder);

(which is Alset International Limited’s majority stockholder).

Each Agreement converts debt owed by the Company to the

respective creditor into shares of the Company’s common stock.

The Agreements are substantially the same with the exception of

the amount of debt to be converted under each.

the terms of their respective agreements, Alset Inc.

converted $300,000 of the Company’s debt into 476,190 shares of the Company’s

common stock, and Alset International Limited converted $3,501,759 of the Company’s debt into 5,558,347 shares of the Company’s

common stock.

Under the Agreements, the debt conversions resulted in the issuance of newly issued shares of the Company’s common

The debt conversion price was set at $0.63 per share.

Cumulatively, the newly issued shares contemplated by the Agreements represent

6,034,537 new shares of the Company’s common stock, constituting an increase to the total issued and outstanding shares of the

Company’s common stock of 37.2% over the amount immediately preceding the effectiveness of the Agreements.

The shares contemplated

by the Agreements are restricted securities under the Securities Act of 1933, and shall be issued in reliance upon the safe harbor provided

by Rule 506 of Regulation D.

Purchase Agreements

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

(“AEI”), pursuant to which Alset Inc.

agreed to purchase 4,411,764 shares of the Company’s common stock for a purchase price of $0.68 per share.

AEI is the majority

shareholder of the Company, and immediately prior to the effectiveness of the stock purchase agreement, AEI directly and through its

subsidiaries owned 86.6% of the issued and outstanding shares of HWH common stock.

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

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

AEI is the majority shareholder of the Company.

investments are intended to support the growth and development of HWH.

The Company believes that these investments of additional funds

into HWH are in the best interests of each of AEI and the Company.

Concern and Management’s Plan

January 9, 2024, the Company consummated the Business Combination (the “Closing”) contemplated by the previously announced

Agreement and Plan of Merger, dated as of September 9, 2022 (the “Merger Agreement”).

The Company’s common stock commenced

trading on the Nasdaq Global Market LLC under the ticker symbol “HWH” on January 9, 2024, and the Company’s warrants

are expected to commence trading at a later date.

Company has incurred continuing losses from its operations and has a working capital deficit of $2,163,723 as of December 31, 2024.

There are no assurances the Company will be able to raise capital

on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs.

If the Company

is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business, which could harm

its financial condition and operating results.

These conditions

raise substantial doubt about the Company’s ability to continue ongoing operations.

However, the Company believes that the available

cash in the Company’s bank accounts, anticipated cash from operations, and financing availability from related parties are sufficient

to fund our operations for at least the next 12 months.

On 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 December 31, 2024, there are no outstanding amounts related

to the Credit Facility, as the debt with Alset Inc.

was converted to equity on September 24, 2024.

The remaining credit of $700,000 is

available for draw as on December 31, 2024.

Pursuant to the Agreement, the

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

Each advance shall bear a simple interest rate

of three percent (3%) per annum.

Each Advance and all accrued but unpaid interest shall be due and payable at the first (1st) anniversary

of the effective date of the Agreement.

HWH may at any time during the term of the Agreement prepay a portion or all amounts of its indebtedness

without penalty.

Each Advance shall not be secured by a lien or other encumbrance on any HWH assets, but shall be solely a general unsecured

debt obligation of the Company.

The Company has obtained letters of financial support from Alset International Limited and Alset Inc., an indirect

and direct 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.

Organizational Chart:

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anticipate filing additional trademark applications as we expand into new areas of business.

mailing address is 4800 Montgomery Lane, Suite 210, Bethesda, MD, 20814.

We were incorporated in Delaware on October 20, 2021 under the

name Alset Capital Acquisition Corp.

The Company is an early stage and emerging growth company and, as such, the Company is subject to

all of the risks associated with early stage and emerging growth companies.

Company is subject to the information requirements of the Exchange Act, and, in accordance therewith, files annual, quarterly, and special

reports, proxy statements and other information with the Commission.

The Commission maintains an internet website at http://www.sec.gov

that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission.

The periodic reports, proxy statements and other information that the Company files with the Commission are available for inspection

on the Commission’s website free of charge as soon as reasonably practicable after they are electronically filed with or furnished

to the Commission.

reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”).

The Commission

maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding

issuers that file electronically with the Commission.

The periodic reports, proxy statements and other information that the Company files

with the Commission are available for inspection on the Commission’s website free of charge as soon as reasonably practicable after

they are electronically filed with or furnished to the Commission.

Company maintains a website at https://www.hwhintl.com where you may also access these materials free of charge.

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Risk Factors.

Not applicable to smaller reporting companies.

Unresolved Staff Comments.

applicable to smaller reporting companies.

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

What changed 10-K

Item 1. Business