What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-02-28 · 446 added, 204 removed, 38 unchanged (94% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,” “HWH International Inc.,” “HWH,” “our,” “us” or “we”

refer to HWH International Inc.

and its subsidiaries.

The following discussion and analysis of the Company’s financial condition

and results of operations should be read in conjunction with the unaudited interim financial statements and the notes thereto contained

elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

22 unchanged sentences

set forth below includes forward-looking statements that involve risks and uncertainties.

We were formed as a blank check company, incorporated as a Delaware corporation

and 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 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.

As 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.

sponsor is Alset Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement

for our initial public offering was declared effective on January 31, 2022.

On February 3, 2022, we consummated our initial public offering

(the “Initial Public Offering”) of 8,625,000 Units (“Units’), including the full exercise of the underwriters’

over-allotment option to purchase 1,125,000 units, at a purchase price of $10.00 per Unit.

February 3, 2022, simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement

of 473,750 units (the “Private Placement Units”) to the Sponsor, which amount includes 33,750 Private Placement Units purchased

by the Sponsor in connection with the underwriters’ exercise of the option in full, at a price of $10.00 per Private Placement

Unit, generating gross proceeds of approximately $4.7 million (the “Private Placement”) the proceeds of which were placed

in the trust account.

No underwriting discounts or commissions were paid with respect to the Private Placement.

The Private Placement

was conducted as a non-public transaction and, as a transaction by an issuer not involved in the Initial Public Offering, was exempt

from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

The Private Placement Units are identical

to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable

until 30 days after the consummation of the Company’s initial Business Combination except to permitted transferees and (b) the

warrants and rights included as a component of the Private Placement Units, so long as they are held by the Sponsor or its permitted

transferees, will be entitled to registration rights, respectively.

the proceeds from the Initial Public Offering and the proceeds of the sale of the Private Placement Units, net of the underwriting commissions,

discounts, and offering expenses, $87,112,500 was placed in the Trust Account (“Trust Account”) and $1,874,050 was delivered

to the Company to cover operating expenses.

Except with respect to interest earned on the funds held in the Trust Account that may be

released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the Trust Account

shall only be released from the Trust Account pursuant to certain conditions.

Company’s Amended and Restated Certificate of Incorporation of February 2, 2022 provided that funds would not be released from

the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of

any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation (A) to modify the

substance or timing of our obligation to allow redemption in connection with our initial Business Combination or certain amendments to

our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business Combination within 12 months

from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement, registration statement or similar

filing for an initial Business Combination within 12 months from the consummation of the Initial Public Offering but have not completed

the initial Business Combination within such 12-month period, or up to 21 months if we extend the period of time to consummate a Business

Combination, at our election by two separate three month extensions, subject to satisfaction of certain conditions, including the deposit

of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in accordance with our Amended

and Restated Certificate of Incorporation) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial

Business Combination activity, and (c) the redemption of our public shares if we are unable to complete our initial Business Combination

within 12 months from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement, registration

statement or similar filing for an initial Business Combination within 12 months from the consummation of the Initial Public Offering

but have not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period of time

to consummate a Business Combination, at our election by two separate three month extensions, subject to satisfaction of certain conditions,

including the deposit of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in

accordance with our Amended and Restated Certificate of Incorporation), subject to applicable law.

we have filed a registration statement for an initial Business Combination, we had 15 months from the closing of the Initial Public

Offering (or up to 21 months from the closing of the Initial Public Offering or as extended by our stockholders in accordance with our

amended and restated certificate of incorporation) to complete the initial Business Combination (the “Combination Period”).

However, if were are unable to complete the initial Business Combination within the Combination Period (and our stockholders have not approved

an amendment to our charter extending this time period), we will (i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by

the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,

subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

May 1, 2023, the Company amended the Investment Management Trust Agreement (the “Trust Agreement”) with Wilmington Trust,

National Association, a national banking association (“Wilmington Trust”), which was entered into on January 31, 2022 and

on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation.

The Trust Agreement and Amended

and Restated Certificate of Incorporation are now amended, in part, so that the Company’s ability to complete a business combination

may be extended in additional increments of one month up to a total of twenty-one (21) additional months from the closing date of the

Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds remaining in the trust account

following any redemptions in connection with the approval of the amendment to the Company’s Amended and Restated Certificate of

Incorporation.

Additionally,

the Sponsor has funded the first 30-day extension payment on May 3, 2023 and made subsequent extension payments on June 5 th

and July 6 th totaling $205,305 payments during the year ended on November 30, 2023.

The Sponsor is entitled to the repayment

of these extension payments, without interest.

If the Company completes its initial Business Combination, it will, at the option of the

Sponsor, repay the extension payments out of the proceeds of the Trust Account released to it or issue securities of the Company in lieu

of repayment.

connection with the Special Meeting on May 1, 2023, Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $68.4

million held in the Trust Account.

November 2, 2023, as approved by the stockholders of the Company at the special meeting of stockholders held on November 2, 2023, the

Company and Wilmington Trust, National Association (the “Trustee”) entered into Amendment No.

2 to Investment Management

Trust Agreement dated as of January 31, 2022, as amended by Amendment No.

1 to Investment Management Trust Agreement dated May 1, 2023,

(collectively the “Trust Agreement”).

The Trust Agreement, as amended, reflects the extension of the date before which the

Company must complete a business combination from November 3, 2023, to February 3, 2024, and extends the date on which the Trustee must

liquidate the Trust Account if the Company has not completed its initial business combination.

November 2, 2023, as approved by the Company’s stockholders at a special meeting of stockholders, the Company amended the text

of Paragraph (c) of Section 9.1 of the Company’s Certificate of Incorporation to extend the date by which the Company has to consummate

a business combination, such extension being for an additional three (3) month period from November 3, 2023, to February 3, 2024.

of November 30, 2023 public stockholders who hold shares of Alset Class A Common Stock remain eligible to elect to have their shares

of Alset Capital Class A Common Stock redeemed for cash in connection with the Special Meeting held on August 1, 2023.

International Inc.

and its consolidated subsidiaries (collectively, the “Company” or “HWH”) operate a food and

beverage (“F&B”) business in Singapore and South Korea.

The F&B business operates four cafés, two of which

are located in South Korea and two in Singapore, as well as an online healthy food store, serving customers in Singapore.

previously operated a membership model in which individuals paid an upfront membership fee to become members.

As members, these individuals

received discounted access to products and services offered by the Company’s affiliates.

The Company had approximately 9,811 members,

primarily in South Korea.

Currently, this membership business has been temporarily suspended, however the Company intends to resume this

business following the ongoing restructuring of the membership model.

International Inc.

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

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.

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.

HWH International Inc., a Nevada corporation (the “HWH Nevada” or “Target”) and HWH Merger Sub Inc., a Nevada

corporation and a wholly owned subsidiary of the Company (“Merger Sub”).

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 “Merger”).

Upon the closing of the Merger (the “Closing”) on January 9, 2024,

the Company changed its name to “HWH International Inc.” The board of directors of the Company (i) approved and declared

advisable the Merger Agreement, the Ancillary Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby

and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of the Company.

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

2 unchanged sentences

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”).

total consideration paid at the 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.

the Closing on January 9, 2024, we now own the Target company acquired pursuant to the Merger Agreement.

A description of our new business

model is set forth under New Business Overview, above.

and Capital Resources

of November 30, 2023, we had $585,654 in cash and a working capital deficit of $134,421.

liquidity needs up to November 30, 2023 had been satisfied through funds deposited in our account following Initial Public Offering.

After consummation of the Initial Public Offering on February 3, 2022, we had approximately $1.9 million in our operating bank account

and working capital of approximately $1.65 million.

In addition, in order to finance transaction costs in connection with a Business

Combination, our sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide

us Working Capital Loans.

As of November 30, 2023, there were no amounts outstanding under any Working Capital Loans.

on the foregoing, management believes that we will have sufficient working capital to meet our needs through the earlier of the consummation

of a Business Combination or one year from this filing.

Over this time period, we will be using these funds for paying existing accounts

payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target

businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and

consummating the Business Combination.

newly acquired business started in South 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 founders package 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 tiered membership 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.

have 9,811 individuals with founding 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 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 a new membership

model that operates on a yearly subscription basis.

While 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 can earn

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

operations include:

On November 4, 2024, the Company announced the launch of its business-to-consumer marketplace, Hapi Marketplace.

Hapi Marketplace features a selection of over forty-seven product categories including wellness, elderly care, auto accessories and more.

Launching first in the United States, we intend for Hapi Marketplace to expand in the near future to South Korea and Hong Kong, followed

by further expansion across Asia.

various aspects of the Hapi Marketplace will be launched in phases in different regions, each with their own timeline, depending on

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

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

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

sense of community with like-minded customers who share a potential interest in our products.

The cafes are designed to operate sustainably

as standalone businesses.

The cafes also seek to be an avenue to create awareness to and educate potential and existing members about

the products and services of HWH, providing us with the chance to significantly increase our membership base as well as increase the

amounts spent by our members on our affiliates’ products and services.

Each of our cafés is a “Hapi Café.”

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

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

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

improve our business concept.

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

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

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

under Alset F&B (PLQ) Pte.

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

We believe it is

more strategic to refocus our efforts and resources on other business ventures that have greater growth potential.

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

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

resorts for members.

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

a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies.

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 members.

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

make wealth building accessible and effective for its members.

Our unique community-centric approach will offer members tools for making

informed financial decisions while creating pathways for sustained growth.

October 31, 2024, we announced that the Company scheduled the launch of Hapi Wealth, a program dedicated to providing comprehensive

education in equity investment and wealth-building strategies.

We are targeting a rollout in selected regions later in 2025

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

in tutorials and workshops.

The hub will offer participants the opportunity to attend courses, workshops, and coaching sessions in person,

fostering a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies.

Revenue Model

total revenue for the years ended December 31, 2024 and 2023 was $1,253,577 and $830,519, respectively.

Our net loss for the years ended

December 31, 2024 and 2023 was $2,606,504 and $1,076,662, respectively.

currently recognize revenue from food and beverage sales, sale of products, and memberships to customers.

Sales of food and beverage

accounted for approximately 100% and 98% of revenue in the years ended December 31, 2024, and 2023, respectively.

Sales of memberships

accounted for approximately 0% of revenue in the year ended December 31, 2024, and 2% of revenue in the year ended December 31, 2023.

a geographical perspective, we recognized 6% and 94% of our total revenue in the year ended on December 31, 2024, in South Korea and

Singapore, respectively, and 8% and 92% in the year ended December 31, 2023, in South Korea and Singapore, respectively.

that May or Are Currently Affecting Our Business

addition to the matters described above, the primary challenges and trends that could affect or are affecting our financial results include:

Our ability to improve our revenue through cross-selling and revenue-sharing arrangements among our group of companies;

Our ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when

needed, and profitably integrate them into our existing operation;

Our ability to attract competent and skilled technical and sales personnel for each of our businesses at acceptable compensation

levels to manage our overhead;

ability to control our operating expenses as we expand each of our businesses and product and service offerings.

of Significant Accounting Policies

of Presentation and Principles of Consolidation

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

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

All intercompany transactions have been eliminated in consolidation.

of Estimates and Critical Accounting Estimates and Assumptions

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates made by management include, but

are not limited to, allowance for credit losses, recoverability and useful lives of property, plant and equipment, the valuation allowance

of deferred taxes, contingencies, and equity compensation.

Actual results could differ from those estimates.

Recognition and Cost of Sales

The Company’s performance obligation is to transfer ownership of its products to its members.

The Company generally

recognizes revenue when a product is delivered to its member.

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

The Company receives the net sales price in cash or through credit card payments at the point of sale.

any member returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned

Allowances for product and membership returns are provided at the time the sale is recorded.

This accrual is based upon historical

return rates for each country and the relevant return pattern, which reflects anticipated returns to be received over a period of up

to 12 months following the original sale.

Product and membership returns for the years ended December 31, 2024, and 2023 were approximately

$0 and $1,184, respectively.

The Company collects an annual membership fee from its members.

The fee is fixed, paid in full at the time of joining the membership

and is not refundable.

The Company’s performance obligation is to provide its members with the right to (a) purchase products from

the Company, (b) access to certain back-office services, (c) receive commissions and (d) attend corporate events.

The associated performance

obligation is satisfied over time, generally over the term of the membership agreement, which is for a one-year period.

The Company recognizes

revenue from membership fee over the one-year period of membership.

and Beverage:

The revenue received from food and beverage business in the years ended December 31, 2024, and 2023 was $1,253,577

and $817,761, respectively.

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

of Operations

of November 30, 2023, we had not commenced any operations.

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

30, 2023 relates to our formation and the Initial Public Offering.

We have neither engaged in any operations nor generated any revenues

We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest.

We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the

Initial Public Offering.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses.

the years ended November 30, 2023 and 2022, we had net income of $548,873 and $113,541, respectively.

As of November 30, 2023, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

of Statements of Operations for the Years Ended December 31, 2024 and 2023

Cost of revenue

Operating expenses

Other expenses / (income)

Provision for income taxes

was $1,253,577 and $830,519 for the years ended December 31, 2024 and 2023, respectively.

Word of mouth, a social media presence,

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

Our revenue increased in 2024

due to increased customer base from the acquisition of Ketomei Pte.

Limited in Singapore and new café under Hapi Café

in South Korea.

the years ended December 31, 2024 and 2023, our revenue was generated as per the following:

Membership Fee

Product Sales

Food and Beverage

of revenue increased from $334,825 in the year ended December 31, 2023 to $651,721 in the year ended December 31, 2024.

is a result of the increase in sales of F&B business.

commissions decreased from $13,827 to $0 in the years ended December 31, 2023 and 2024, respectively, due to decrease in sale of memberships.

gross margin increased from $495,694 to $601,856 in the years ended December 31, 2023 and 2024, respectively.

The increase of gross margin

was caused by the increase of customer base in F&B revenue.

expenses decreased from $3,402,793 to $3,027,024 in the years ended December 31, 2023 and 2024, respectively, due to general and administrative

expenses decreased from $2,908,895 to $2,646,627 in the years ended December 31, 2023 and 2024, respectively.

The decrease of general

and administrative expenses in 2024 compared with 2023 was mostly caused by the decrease in professional fees paid in relation to pursuing

Business Combination by the Company.

income (expense)

the year ended December 31, 2024, the Company had other expenses of $181,336, compared to the other income of $2,245,820 in the year ended

December 31, 2023.

This decrease is due to the decrease in interest income from $2,029,414 to $64,407, and unrealized loss on convertible

note receivable – related party from unrealized profit of $0 to unrealized loss of $379,887 in the years ended December 31,

2023 and 2024, respectively.

the year ended December 31, 2024 the Company had a net loss of $2,606,504, compared to $1,076,662 in the year ended December 31, 2023.

and Capital Resources

cash has increased from $1,159,201 as of December 31, 2023 to $4,341,746 as of December 31, 2024.

Our liabilities decreased from

$6,207,17 8 at December 31, 2023 to $3,531,523 at

December 31, 2024.

Our total assets have decreased from $23,710,684 as of December 31, 2023 to $6,408,722 as of December 31,

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.

The Company’s capital requirements

for the planned expansion are based on, among other items, geographical specific property costs, team requirements, and marketing steps

Our expansion consists of plans to take over leases of existing Hapi Cafes we currently do not own, as we look to add more Hapi

Cafes over the next two (2) years.

There is no guarantee that we will be able to execute on our plans as laid out above.

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.

This conversion is reflected under

Advances from Related Parties in the cash flow statement.

The remaining credit of $700,000 is available for draw as on December 31, 2024.

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.

accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not contain any adjustments

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

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.

of Cash Flows for the Years Ended December 31, 2024 and 2023

Years Ended December 31,

Net cash used in operating activities

$ (1,659,999 )

$ (2,6 00,370 )

Net cash provided by investing activities

Net cash used in financing activities

$ (15,756,940 )

$ (67,4 63,957 )

Flows from Operating Activities

cash used in operating activities was $1,659,999 in the year ended of December 31, 2024, as compared to net cash used in operating activities

of $2,6 00,370 in the same period of 2023.

The increase of impairment loss on goodwill and unrealized loss on convertible note receivable

– related party, which reflects the change in the value of the convertible note and was deducted from the net income, led to the decrease of cash used in operating activities in the year ended December 31, 2024.

Flows from Investing Activities

cash provided by investing activities was $20,452,029 in the year of December 31, 2024, as compared to net cash provided by

investing activities of $68,431,427 in the same period of 2023.

In the year ended December 31, 2024 we paid $30,394 for purchases of

property and equipment, $850,000 for convertible note receivable – related party, $14,345 for investment in joint venture, $21,102,871 cash was withdrawn from Trust

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

In the year ended December 31,

2023 we paid $14,574 for purchases of property and equipment, $68,351,348 cash withdrawn was from Trust Account for redemptions,

$299,958 cash withdrawn from Trust Account was available to the Company and $205,305 cash was deposited into Trust

Flows from Financing Activities

cash used in financing activities was $15,756,940 in the year ended December 31, 2024, compared to net cash used in financing activities

of $67,4 63,957 in the same period of 2023.

In the year ended December 31, 2024 we received $2,170,993 from a related party, and repaid

$21,102,872 of class A common stock.

In the year ended December 31, 2023 we received $526,323 from a related party, received $205,305

from proceeds from extension loan and paid $68,351,348 for repayment of class A common stock.

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

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

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

of Nasdaq Listing Rules.

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

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

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

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

business days prior to September 3, 2024.

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

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

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

the 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.

of December 31, 2024, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase

obligations or long-term liabilities.

Administrative

Services Agreement

agreed to pay the Sponsor $10,000 per month for office space, utilities and secretarial and administrative support services commencing

on the date that our securities were first listed on the NASDAQ Capital Market.

Upon completion of the initial Business Combination or

our liquidation, we ceased paying these monthly fees.

holders of the founder shares, the placement units (including securities contained therein) and warrants (including securities contained

therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise

of the placement units and any shares of Class A common stock that may be issued upon exercise of the warrants issued upon conversion

as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, are entitled to registration

rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring us to register

such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock).

The holders of the

majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to our completion of our initial Business Combination and rights to require us to register for resale such securities pursuant to Rule

415 under the Securities Act.

The registration rights agreement does not contain liquidated damages or other cash settlement provisions

resulting from delays in registering our securities.

We will bear the expenses incurred in connection with the filing of any such registration

agreed to pay Alset Management Group Inc.

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

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

Upon completion of the initial Business Combination,

we ceased paying these monthly fees.

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

addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate.

The deferred fee will become

payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,

subject to the terms of the underwriting agreement.

Accounting Policies

preparation of the consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

Company has determined there are no critical accounting policies or estimates in the periods covered in this report.

Accounting Estimate

accounting estimate where (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account

for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition

or operating performance is material.

Accounting Policies and Practices

company’s accounting policies and practices that are both most important to the portrayal of the company’s financial condition

and results, and require management’s most difficult, subjective, or complex judgments, often because of the need to make estimates

about the effects of matters that are inherently uncertain.

Sheet Arrangements

of November 30, 2023, we did not have any off-balance sheet arrangements, as defined under applicable SEC rules.

do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

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

Boral Capital LLC), were entitled to a deferred

fee of $0.35 per Unit, or $3,018,750 in the aggregate, however, on December 18, 2023, the Company entered into a Satisfaction and Discharge

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

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

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

This agreement was effective at the closing of Business

Combination on January 9, 2024.

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

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

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

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

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

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

On the Closing Date, the parties consummated the Business

Combination pursuant to the terms of that certain Agreement and Plan of Merger, dated September 9, 2022 (the “Merger Agreement”),

by and among the Company, Merger Sub, and HWH Nevada.

to the terms of the Merger Agreement, (and upon all other conditions pursuant to the Merger Agreement being satisfied or waived), on

the Closing Date, (i) the Merger Agreement provided for the combination of HWH Nevada and Merger Sub under the Company, with HWH Nevada

surviving as the Surviving Corporation (collectively, the “Merger”).

At the consummation of the Merger, HWH Nevada survived

as a direct, wholly-owned subsidiary of the Company;

and (ii) the Company changed its name to “HWH International Inc.”

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

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

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

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

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

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

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

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

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

Rights Agreement

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

Rights Agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company is obligated

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

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

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

The Company is

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

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

days after the closing of the Business Combination.

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

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

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

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

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

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

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

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

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

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

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

in the Company for cash, securities or other property.

of Subscription Agreement

July 30, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Meteora Special Opportunity

Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”)

and Meteora Strategic Capital, LLC, (“MSC”, and together with MSOF, MCP and MSTO, are referred to herein collectively as

The Subscription Agreement was subsequently terminated.

The Company and Meteora entered into a Settlement Agreement

as of April 11, 2024 (the “Settlement Agreement”).

Pursuant to the Settlement Agreement, the Company paid Meteora $200,000,

and agreed that Meteora could retain $100,000 already paid to Meteora.

believe that inflation has not had a material impact on our results of operations for the years ended December 31, 2024 or December 31,

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

of Foreign Exchange Rates

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

Korea and which were approximately $0.9 million and $2.1 million on December 31, 2024 and December 31, 2023, respectively, are the reason

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

Other Comprehensive Income.

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

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

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

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

the effect will also be reduced.

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

Growth Company Status

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private

companies, us, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of our consolidated financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

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

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

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

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

In other words, an “emerging

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

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

irrevocably opt out of this exemption.

and Procedures

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

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

independent registered public accounting firm attestation requirement.

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

defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to

other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent

registered public accounting firm attestation requirement.

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

The financial statements

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

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

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

Our internal control over financial

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

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

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

Accordingly, even effective internal control

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

Further, because of

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

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

recently for its financial reporting as of December 31, 2024.

This assessment was based on criteria for effective internal control over

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

of the Treadway Commission.

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

over financial reporting as of December 31, 2024, management determined that our Company did not maintain effective controls over financial

reporting due to having a limited staff with U.S.

GAAP and SEC reporting experience.

Management determined that the ineffective controls

over financial reporting constitute a material weakness.

To remediate such weaknesses, we plan to appoint additional qualified personnel

with financial accounting, U.S.

GAAP and SEC experience.

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

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

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

Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

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 7. Management’s Discussion and Analysis