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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-02-28 · 1431 added, 661 removed, 178 unchanged (92% of the section changed)

5 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of November 30, 2023 and 2022

Consolidated Statements of Operations for the Years Ended November 30, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended November 30, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended November 30, 2023 and 2022

Balance Sheets as of December 31, 2024 and 2023 (recast)

Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2024 and 2023 (recast)

Statements of Changes in Stockholders’ (Deficit) for the Years Ended December 31, 2024 and 2023 (recast)

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 (recast)

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

the Board of Directors and Stockholders of

International Inc.

(formerly known as Alset Capital Acquisition Corp.)

on the Financial Statements

and Subsidiaries

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of HWH International Inc.

(formerly known as Alset Capital Acquisition

Corp.) and its subsidiary (collectively, (the “Company”)) as of November 30, 2023 and 2022, and the related consolidated

statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of their

operations and their cash flows for the years ended November 30, 2023 and 2022, in conformity with accounting principles generally

accepted in the United States of America.

Concern Matter

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1 to the financial statements, the Company has no operating income, working capital deficit and negative cash flow from operations

which raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are

also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

and Subsidiaries (the “Company”) as of

December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’

equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the consolidated financial

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of

the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

MaloneBailey, LLP

www.malonebailey.com

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Company has significant transactions with related parties which are described in Notes 8, 11, 12, 13, and 21 of the consolidated financial

Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite

condition of competitive, free market dealings may not exist.

GRASSI & CO., CPAs, P.C.

have served as the Company’s auditor since 2022.

February 28, 2024

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED BALANCE SHEETS

November 30, 2023

November 30, 2022

BALANCE SHEETS

December 31, 2024

December 31, 2023

Current Assets

Due from Sponsor

Other current assets

Account receivable, net

Other receivables, net

Convertible loans receivable - related party, at fair value

Investment security – related party

Prepaid expenses

Total Current Assets

Non-Current Assets

Property and equipment, net

Cash and marketable securities held in Trust Account

Investment at cost

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

1 unchanged sentence

Accounts payable and accrued expenses

Extension Loan – Related Party

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Deferred underwriting fee payable

Notes payable - current

Total Current Liabilities

Deferred underwriting compensation

Total liabilities

Non-Current Liabilities

Operating lease liabilities - non-current

Total Non-Current Liabilities

Commitments and Contingencies (Note 15)

1 unchanged sentence

Class A common stock subject to possible redemption;

1,976,036 and 8,625,000 shares (at approximately $ 10.35 and $ 10.20 per share) as of November 30, 2023 and November 30, 2022, respectively

Stockholders’ deficit:

395,207 shares (at approximately $ 53.40 per share) as of December 31, 2023*

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

none issued and outstanding as of December 31, 2024 and 2023

Common stock, $ 0.0001

50,000,000 shares authorized;

473,750 issued and outstanding (excluding 1,976,036 and 8,625,000 shares subject to possible redemption) as of November 30, 2023 and November 30, 2022, respectively

Class B common stock, $ 0.0001 par value;

5,593,920 and 2,000

issued and outstanding as of December 31, 2024 and 2023, respectively *

Class A common stock, $ 0.0001

shares authorized;

2,156,250 shares issued and outstanding as of November 30, 2023 and November 30, 2022, respectively

and 94,750 issued and outstanding as of December 31, 2024 and 2023, respectively *

Class B common stock, $ 0.0001

shares authorized;

issued and outstanding as of December 31, 2024 and 2023, respectively *

Common stock value

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

1 unchanged sentence

( 3,567,016 )

Total stockholders’ deficit

Total HWH International Inc.

Stockholders’ equity (deficit)

$ ( 3,608,031 )

Non-controlling interests

Total Stockholders’ Equity (Deficit)

( 3,599,365 )

Total liabilities and stockholders’ deficit

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

STATEMENTS OF OPERATIONS

November 30, 2023

November 30, 2022

Administration fee - related party

General and administrative

TOTAL EXPENSES

Investment income earned on cash and marketable securities held in Trust Account

TOTAL OTHER INCOME

Pre-tax income

Income tax expense

Weighted average number of shares of Class A common stock outstanding, basic and diluted

Basic and diluted net income per share of Class A common stock

Weighted average number of shares of Class B common stock outstanding, basic and diluted

Basic and diluted net income per share of Class B common stock

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* The common stock share

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

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

1 unchanged sentence

known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED NOVEMBER 30, 2023 AND 2022

Additional Paid-in

Balance at November 30, 2021

Issuance of Shares at Initial Public Offering

Deferred underwriting compensation

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

December 31, 2024

December 31, 2023

- Non-membership

Total Revenue

Cost of revenue

- Non-membership

Total Cost of revenue

$ ( 651,721 )

$ ( 334,825 )

Sale of Private Placement Units

Underwriter’s fees and other issuance costs

Operating expenses:

General and administrative expenses

$ ( 2,646,627 )

$ ( 2,908,895 )

Remeasurement of Class A common stock to redemption value

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

Impairment loss on goodwill

Impairment of investment in Joint Venture

Total Operating expenses

$ ( 3,027,024 )

$ ( 3,402,793 )

Other income (expense)

Interest expense

Foreign exchange transaction (loss) gain

Loss on equity method investment - related party

Unrealized loss on convertible note receivable – related party

Total Other (expense) income

$ ( 181,336 )

Class A Common Stock Measurement Adjustment

Loss before provision for income taxes

( 2,606,504 )

Remeasurement of Class A common stock subject to possible redemption to redemption amount

Additional amount deposited into trust for loan extension

Balance at November 30, 2022

Provision for income taxes

$ ( 2,606,504 )

$ ( 1,076,662 )

Net (loss) income attributable to non-controlling Interests

Net loss attributable to common stockholders

$ ( 2,590,731 )

$ ( 1,080,492 )

Remeasurement of Class A common stock subject to possible redemption to redemption amount

Additional amount deposited into trust for loan extension

Balance at November 30, 2023

( 2,606,504 )

( 1,076,662 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment

$ ( 219,898 )

Total comprehensive (loss), net of tax:

$ ( 2,826,402 )

$ ( 1,125,707 )

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

Total Comprehensive loss attributable to common stockholders

$ ( 2,810,541 )

$ ( 1,129,537 )

Ended December 31, 2024

Ended December 31, 2023

A common stock

B common stock

A common stock

B common stock

per common share

average number of common shares outstanding *

* The numbers of

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

on February 24, 2025

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

1 unchanged sentence

known as Alset Capital Acquisition Corp.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (RECAST)

A Common stock

B Common stock

Value $0.0001

Additional Paid in Capital

Comprehensive (Loss)

International

Stockholders’

controlling interests

Stockholders’

Balances at December 31, 2022

Remeasurement of Class A common stock to redemption

Contribution from Majority Stockholder

Extension Loan

Net (loss) income

Foreign currency translation adjustment

Balances at December 31, 2023

Issuance of Common Stock to EF Hutton for Deferred

Underwriting Compensation

Issuance of Common Stock during Merger

Issuance of Common Stock to AI

Convert Common Stock Class A and B to Common Stock

Revaluation for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

AI and AIL Debt conversion to shares

income (loss)

Foreign currency translation adjustment

Balances at December 31, 2024

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

November 30, 2023

November 30, 2022

December 31, 2024

December 31, 2023

Cash flows from operating activities:

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

Investment income earned on cash and marketable securities held in Trust Account

$ ( 2,606,504 )

Formation and organization costs paid by related parties

$ ( 1,076,662 )

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

Interest income

( 2,023,638 )

Foreign exchange transaction loss (gain)

Loss on equity method investment - related party

Depreciation expense

Non-cash lease expense

Inventory write off expenses

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

Impairment loss on goodwill

Impairment in investment in Joint Venture

Unrealized loss on convertible note receivable – related party

Loss on disposal of equipment

Impairment loss on equipment

Bad debt written off

Changes in operating assets and liabilities:

Other current assets

Account receivables

Other receivables

Prepaid expenses

Accounts payable and accrued expenses

Accrued commissions

Deferred revenue

Operating lease liabilities

Net cash used in operating activities

$ ( 1,659,999 )

$ ( 2,600,370 )

Cash flows from investing activities:

Due from Sponsor

Cash withdrawn from Trust Account for taxes

Cash withdrawn form Trust Account for redemptions

Purchases of property and equipment

Convertible loans receivable - related party

Investment at cost

Cash withdrawn from Trust Account for redemptions

Cash withdrawn from Trust Account available to the Company

Cash deposited into Trust Account

( 87,112,500 )

Net Cash Provided By (Used in) Investing Activities

( 87,125,500 )

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from sale of Units in Public Offering, net of underwriting fee

Repayment of loans and borrowing

Repayment of deferred underwriting compensation

Contribution from Majority Stockholder

Proceeds from extension loan

Advances from related parties

Borrowing from notes payable - related parties

Repayment to notes payable - related parties

Proceed of issuance of Class A Common Stock

Repayment of Class A Common Stock

( 21,102,872 )

Proceeds from sale of Private Placement Units

Proceeds from extension loan

Proceeds from related party advances

Repayment of related party advances

Payment of offering costs

Net Cash (Used in) Provided by Financing Activities

( 68,351,348 )

Net change in cash

Cash at beginning of the year

Cash at end of the year

Supplemental disclosure of non-cash financing activities:

Deferred underwriters’ commissions charged to temporary equity in connection with the Initial Public Offering

Class A Common Stock measurement adjustment

Initial classification of Class A Common Stock subject to redemption

Remeasurement of Class A Common Stock subject to redemption

Extension funds attributable to common stock subject to redemption

Net cash used in financing activities

$ ( 15,756,940 )

$ ( 67,463,957 )

Net increase (decrease) in cash

$ ( 1,632,900 )

Effects of foreign exchange rate on cash

Cash at beginning of year

Cash at end of year

Supplemental Cash Flow Information

Cash Paid for Interest

Cash Paid for Taxes

Supplemental disclosure of non-cash investing and financing activities

Issuance of HWH common stock to EF Hutton for deferred underwriting compensation

Settlement of deferred underwriting compensation payable with promissory note

Debt to equity conversion

Valuation gain from notes receivable and warrants - SHRG

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

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

2 unchanged sentences

to the CONSOLIDATED financial statements

THE YEARS ENDED NOVEMBER 30, 2023 AND 2022

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

International Inc.

(the “Company”) was incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition

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 has 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 will not generate any operating revenues until after

the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

income from the proceeds derived from the Initial Public Offering.

The Company has selected November 30 as its fiscal year end, which

upon closing of Business Combination on January 9, 2024 has automatically changed to December 31.

(“HWH”) and its consolidated subsidiaries (collectively, the “Company”) 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 (“HWH”) 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 HWH was to be effected through the merger of Merger

Sub with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).

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

Closing, 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.

is wholly–owned by Alset International Limited, a public company listed on the Singapore Exchange Securities Trading Limited.

International Limited is majority-owned and controlled by certain officers and directors of the Company and its sponsor.

The Company’s

sponsor is owned by Alset International Limited and Alset Inc.;

is the majority stockholder of Alset International Limited,

and Chan Heng Fai, the Company’s Chairman is also the majority stockholder, Chairman and Chief Executive Officer of Alset Inc.,

and the Chairman and Chief Executive Officer of HWH and Alset International Limited.

The Merger was consummated on January 9, 2024, following

the receipt of the required approval by the shareholder of HWH and the satisfaction of certain other customary closing conditions.

transaction was approved by the stockholders of the Company at the Special Meeting of stockholders held on August 1, 2023.

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

and was paid in shares of Class A common stock, par value $ 0.0001

per share, of the Company (“Company Common

The number of shares of the Company Common Stock to be paid to the shareholders of HWH as Merger Consideration will be

Refer to Note 9 – Subsequent Event.

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.

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 has 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 are intended to be applied toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must 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 will only complete a Business Combination if the post-transaction company

owns or acquires 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 has 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, will 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 will provide 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 will seek stockholder

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

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption will be 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 contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is 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 will be 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 is subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, we

have 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 occur 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 will be treated

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

Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

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

an agreement relating to the Company’s Business Combination.

the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority

of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide

to hold a stockholder vote for business or other reasons, the Company will, pursuant to its second amended and restated certificate of

incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission and file tender offer documents with the SEC prior to completing a Business Combination.

stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides

to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation

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

If the Company seeks stockholder approval in connection with

a Business Combination, the Sponsor has 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 may elect to

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

Notwithstanding

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

tender offer rules, the Certificate of Incorporation provides 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”)), will 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 have 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 provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

Company’s Amended and Restated Certificate of Incorporation of February 2, 2022 provided that if the Company had not completed

a Business Combination within 12 months from the closing of 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 extend 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 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 pay

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), 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, dissolve and liquidate, 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 will be no redemption rights

or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails 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.

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.

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.

the year ended November 30, 2023, the Company withdrew $ 919,547 from the Trust account.

$ 706,490 of these funds were used to pay income

and franchise taxes.

$ 213,057 remain in the Company’s bank account for future taxes and dissolution expenses.

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 $ 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.

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, the Business Combination between the Company and

the Target was effected through the merger of Merger Sub with and into HWH Nevada, with the Target surviving the merger as a wholly owned

subsidiary of the Company (the “Merger”).

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

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

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

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

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

The Merger was consummated following

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

other customary closing conditions.

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

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

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

share being valued at $ 10.00 .

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 we 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, and 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.

is positioned to be an integral part 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.

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

The 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.

Company shall continue develop consumer traveling services and hotel booking services in Asia.

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 about investment in equities and wealth-building strategies.

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 members.

Hapi Wealth 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 about investment in equities and wealth-building strategies.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Through November 30, 2023, HWH (then known as Alset Capital Acquisition Corp.) reported on a twelve-month fiscal year that ended on November

In connection with the Business Combination, the Company’s fiscal year end was changed from November 30 to December 31.

a result of this change, the Company had a one-month transition period that began on December 1, 2023 and ended on December 31, 2023.

For details see note 22 - Change in Fiscal Year.

of Consolidation

2 unchanged sentences

transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

The Company consolidates entities

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

All intercompany transactions and balances among consolidated

subsidiaries have been eliminated.

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

Company mainly focuses on the F&B business.

During the years ended December 31, 2024 and 2023, substantially all of the Company’s

business was generated by its wholly owned subsidiaries, 0 % and 2 % from HWH World Inc.

(“HWH Korea”), respectively, and 100 %

and 98 % from F&B business, respectively.

F&B business was generated by the following subsidiaries at December 31, 2024 and 2023,

respectively:

37 % and 49 % from Alset F&B One Pte.

Ltd (“F&B1”), 6 % and 6 % from Hapi Café Korea Inc.(“HCKI”),

20 % and 22 % from Hapi Café SG Pte.

(“HCSGPL”), 7 % and 21 % from Alset F&B (PLQ) Pte.

and 30 % and 0 % from Ketomei Pte.

HWH Korea was incorporated in the Republic of Korea (“South Korea”)

on May 7, 2019.

HWH Korea is in the business of sourcing and distributing dietary supplements and other health products through its network

of members in South Korea.

HWH Korea generates product sales via its direct sale model as products are sold to its members.

use of a Hapi Gig platform that combines e-commerce, social media, and a customized rewards system, HWH Korea equips, trains, and empowers

F&B1 was incorporated in Singapore on April 10, 2017, HCSGPL was incorporated in Singapore on April 4, 2022, F&BPLQ

was incorporated in Singapore on November 11, 2022 and KPL was incorporated in Singapore on September 17, 2019.

F&B1, HCSGPL, F&BPLQ

and KPL are in the F&B business in Singapore.

In the second quarter of 2024, the Company ceased operations of its subsidiary Alset

F&B (PLQ) Pte.

Due to the closure of this subsidiary, the Company wrote off $ 5,878 of fixed assets, which is included in general

and administrative expenses, and recorded a gain on termination of lease of $ 248 , which is included in other income on the Company’s

Statement of Operations for the year ended December 31, 2024.

Growth Company

15 unchanged sentences

adopt the new or revised standard.

This may make comparison of the Company’s 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.

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

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the balance sheet.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

and Reporting Currency

functional and reporting currency of the Company is the United States dollar (“$”).

The financial records of the Company’s

subsidiaries located in South Korea, Singapore, Hong Kong, and Malaysia are maintained in their local currencies, the Korean Won (₩),

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

preparation of the financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance

estimates requires management to exercise significant judgment.

6 unchanged sentences

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

The Company had cash of $ 585,654 and $ 1,172,581 as of November 30, 2023 and November 30, 2022, respectively.

The Company had cash of $ 4,341,746 and $ 1,159,201 as of December 31, 2024 and December 31, 2023, respectively.

The Company had no cash

equivalents as of November 30, 2023 and November 30, 2022.

equivalents as of December 31, 2024 and 2023.

Held in Trust Account

November 30, 2023 and 2022, the Company had approximately $ 21.3 million and $ 88.1 million, respectively, in investments in treasury securities

held in the Trust Account.

Costs associated with the Initial Public Offering

Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff

Accounting Bulletin (“SAB”) Topic 5A, Offering Costs .

Offering costs of $ 475,348 consist principally of costs incurred

in connection with the preparation for the Initial Public Offering.

These costs, together with the underwriter’s discount of $ 4,743,750 ,

were allocated between temporary equity, the Public Warrants and the Private Units in a relative fair value method upon completion of

the Initial Public Offering.

A common stock subject to possible redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing

Liabilities from Equity ”.

Common stock subject to possible redemption are classified as a liability instrument and are measured

at fair value.

Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

At all other times, shares of common stock are classified as stockholders’ equity.

The Company’s Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, at November 30, 2023 and 2022, the Class A common stock

subject to possible redemption in the amount of $ 20,457,011 and $ 87,934,212 , respectively, are presented as temporary equity, outside

of the stockholders’ equity section of the Company’s balance sheets.

income per share

income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during

The Company applies the two-class method in calculating earnings per share.

Earnings and losses are shared pro rata between

the two classes of shares.

The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants

issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not

yet been met.

As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented.

following tables reflects the calculation of basic and diluted net income (loss) per common share:

SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

For the Year Ended

November 30, 2023

Basic and diluted net income per share of common stock

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share of common stock

December 31, 2024 and 2023, the Company had approximately $ 0 and $ 21 million, respectively, in investments in treasury securities held

in the Trust Account.

In connection with the closing of the Business Combination on January 9,

2024, Class A Common Stock stockholders redeemed 1,942,108 shares for approximately $ 21 million held in the Trust Account.

Account was closed in May 2024.

The funds in Trust Account were valued at Level 1 observable input.

Value of Financial Instruments

Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for

assets and liabilities measured at fair value on a recurring basis.

ASC 820 defines fair value as the exchange price that would be received

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy, which

requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

820 describes three levels of inputs that may be used to measure fair value:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Observable market-based inputs or unobservable inputs that are corroborated by market data

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

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

transaction between willing parties, other than in a forced sale or liquidation.

The carrying values reported in balance sheets for current

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

Securities at Cost

in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes

in orderly transactions for the identical or similar investments of the same issuer.

These investments are measured at fair value on

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

An impairment loss,

which is recognized in the consolidated statements of comprehensive income, equals the amount by which the carrying value exceeds the

fair value of the investment.

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

Cost is determined using the first-in, first-out method and includes all costs

in bringing the inventories to their present location and condition.

Net realizable value is an estimated selling price in the ordinary

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

As of December 31, 2024 and 2023, inventory consisted of finished

goods procured from suppliers.

The Company continuously evaluates the need for reserve for obsolescence and possible price concessions

required to write-down inventory to its net realizable value.

Company follows FASB ASC Topic 842 in accounting for its operating lease right-of-use assets and operating lease liabilities.

of a contract, the Company assesses whether a contract is, or contains, a lease.

A contract is or contains a lease if it conveys the

right to control the use of an identified asset for a period of time in exchange of a consideration.

To assess whether a contract is

or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain

substantially all of the economic benefits from the use of the asset and whether it has the right to control the use of the asset.

right-of-use assets and related lease liabilities are recognized at the lease commencement date.

The Company recognizes operating lease

expenses on a straight-line basis over the lease term.

For leases that contain related non-lease components, such as maintenance, the

Company will account for these payments as a single lease component.

right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at

or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.

liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company’s

incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise mainly of fixed lease payments.

Leases and Leases of Low Value Assets

Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12

months or less at inception and leases of low value assets.

Lease payments associated with these leases are expensed as

Plant and Equipment

plant and equipment are recorded at cost, less depreciation.

Repairs and maintenance are expensed as incurred.

Expenditures incurred

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

When property

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

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

Depreciation is computed by the reducing balance

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

OF ESTIMATED USEFUL LIVES OF PROPERTY PLANT AND EQUIPMENT

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

Shorter of lease life or asset life

Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying

value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.

In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized, equaling an

amount by which the carrying value exceeds the fair value of assets.

The factors considered by management in performing this assessment

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

at December 31, 2024, the Company has determined the value-in-use to be zero based on the discounted cash flow of the cash generating

unit (“CGU”), which involves the cash flow projections covering a 3-year period and the fair value less cost of disposal

to be zero considering the re-sale value of these assets to be insignificant.

Based on the assessment, the recoverable amount of the

CGU was determined to be zero, which was below the carrying amount of these non-financial assets.

Accordingly, impairment losses on plant

and equipment of $ 69,293 are recognized in general and administrative expenses in the consolidated statement of operations and other

comprehensive loss for the financial year ended December 31, 2024.

represents rental deposit paid for the office and the cafes used.

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

the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services

to customers.

accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services.

The amount of revenue recognized

reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services.

The provisions

of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services

to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services.

606 requires the Company to apply the following steps:

identify the contract with the customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

(4) allocate the transaction price to the performance obligations in the contract;

and (5) recognize revenue when, or as, performance

obligations are satisfied.

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

The Company collects an annual membership fee from its members.

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

membership and is not refundable.

The Company’s performance obligation is to provide its members 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.

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

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

The Company generally

recognizes revenue when product is delivered to its members.

Revenue is recorded net of applicable taxes, allowances, refunds 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 product.

We do not have buyback program.

However, when the customer requests a return and management decides that the

refund is necessary, we initiate the refund after deducting all the benefits that a member has earned.

The returns are deducted from

our sales revenue on our financial statements.

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

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 $ 0

and $ 1,184 ,

respectively.

The table below represents a breakout of the returns related to product sales and the returns related to

OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS

For the year ended:

November 30, 2022

Basic and diluted net income per share of common stock

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share of common stock

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of

tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely

than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of November

December 31, 2024

December 31, 2023

Revenue returns

and Beverage :

The Company’s performance obligation is to transfer ownership of its F&B products to its customers.

generally recognizes revenue when F&B products are delivered to its customers.

Revenue is recorded net of applicable taxes, allowances,

refunds or returns.

The Company receives the net sales price in cash or through credit card payments at the point of sale or from web-based

ordering system.

The revenue received from Food and Beverage business for the years ended December 31, 2024 and 2023 was $ 1,253,577 and

$ 817,761 , respectively.

Assets and Liabilities

is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of December 31, 2024 and

OF CONTRACT ASSETS AND LIABILITIES

December 31, 2024

December 31, 2023

Prepaid Sales Commission

Balances at the beginning of the year

Movement for the year

Balances at the end of the year

December 31, 2024

December 31, 2023

Deferred Revenue

Balances at the beginning of the year

Movement for the year

Balances at the end of the year

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

and payment of professional fees.

As of December 31, 2024 and 2023, included in other receivables was VAT paid of $ 33,914 and $ 37,179 ,

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

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

money platform, contractor fees for part-time staff, franchise commission and sales commission from membership business.

is a breakdown of the Company’s cost of revenue for the years ended December 31, 2024 and 2023.

the years ended:

OF COST OF REVENUE

December 31, 2024

Finished goods

Related shipping

Contractor fee

Franchise commission

Total of Cost of revenue

December 31, 2023

Finished goods

Related shipping

Contractor fee

Franchise commission

Sales commission

Inventory written off

Total of Cost of revenue

and Handling Fees

Company utilizes the practical expedient under ASC 606-10-25-18B treating shipping and handling as fulfillment activities rather than

a promised service (i.e.

a revenue element).

Shipping and handling fees are included in cost of revenue within the statements of operations.

Company compensates its sales leaders with leadership incentives for services rendered, relating to the development, retention, and management

of their sales organizations.

Leadership incentives are payable based on achieved sales volume, which are recorded in cost of revenue.

Member will get 25 % commission of the membership fee income if the member successfully refers a new member to subscribe to the membership.

The commission will be payable after the referee’s membership is confirmed and been paid by the new member.

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

Advertising expenses for the years ended

December 31, 2024 and 2023 were $ 19,472 and $ 4,191 , respectively.

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

which requires, among other things, assets and liabilities approach to calculating deferred income taxes.

The assets and liabilities

approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences

between the carrying amounts and the tax bases of assets and liabilities.

A valuation allowance is provided to offset any net deferred

tax assets for which management believes it is more likely than not that the net deferred tax assets will not be realized.

Tax positions

that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit, that is, more than 50 percent

likely of being realized upon settlement with the applicable taxing authority.

Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions.

When tax returns are filed, there

may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained.

In accordance

with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which,

based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,

including the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions.

Company has not recorded any unrecognized tax benefits.

The Company’s policy is to recognize interest and penalties related to

income taxes in income tax expense.

Franchise Tax

State of Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed

or qualified to do business, or which are otherwise doing business, in Delaware.

Delaware franchise tax is

based on authorized shares or on assumed par and non-par capital, whichever yields a lower result.

Under the authorized shares method,

each share is taxed at a graduated rate based on the number of authorized shares.

During years ended December 31, 2024 and 2023 the Company

incurred $ 48,180 and $ 205,000 in Delaware franchise tax, respectively.

Non-controlling

interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented

separately in the Consolidated Statements of Operations and Other Comprehensive Income, and within equity in the Consolidated Balance

Sheets, separately from equity attributable to owners of the Company.

On December 31,

2024 and 2023, the aggregate non-controlling interests in the Company were $ 111,835

and $ 8,666 ,

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022.

The IR Act includes provisions imposing a 1 % excise

tax on share repurchases that occur after December 31, 2022 and introduces a 15 % corporate alternative minimum tax (“CAMT”)

on adjusted financial statement income.

The CAMT will be effective for us beginning in fiscal 2024.

We currently are not expecting the

IR Act to have a material adverse impact to our consolidated financial statements.

Delaware Franchise Tax

where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to

do business, or which are otherwise doing business, in Delaware.

Delaware franchise tax is based on authorized shares or on

assumed par and non-par capital, whichever yields a lower result.

Under the authorized shares method, each share is taxed at a graduated

rate based on the number of authorized shares.

During years ended November 30, 2023 and 2022 the company incurred $ 205,000 and $ 168,398

in Delaware franchise tax respectively.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

Company had uninsured cash of $ 335,654 and $ 922,581 as of November 30, 2023, and November 30, 2022, respectively.

Value of Financial Instruments

value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction

between market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Accounting Standards

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

respectively.

and Capital Resources

the year ended December 31, 2024, we incurred a net loss, a loss from operations and negative cash flow from operations as we expanded

our business of operating cafés and restructured our membership model.

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

Notwithstanding

the above, 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 alleviate substantial doubt about the Company’s ability to

continue as a going concern for at least the next 12 months.

The Company’s capital requirements for the planned expansion are

based on, among other items, location-specific property costs, team requirements, and marketing steps needed.

Our expansion includes

plans to take over leases of existing Hapi Cafes that we currently do not own, with a goal to add additional Hapi Cafes over the

next two years.

Executing these plans will require a minimum investment for each Hapi Café location.

guarantee, however, that we will be able to achieve these plans as described.

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.

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

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

has provided the Company a

non-revolving line of credit facility (the “Credit Facility”), which provides a maximum, aggregate credit line of up to

$ 1,000,000 .

2024, $ 300,000 was drawn from the loan, which 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,

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

Each Advance shall

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

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

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

The Company may at any time during the term

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

Each advance shall not be secured by a lien

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

Company has obtained letters of financial support from Alset International Limited and Alset Inc., a majority owners of the Company.

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.

Accounting Pronouncement

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

on the Company’s consolidated financial statements.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 7,500,000 Units at a price of $ 10.00 per Unit generating gross proceeds to the Company

in the amount of $ 75,000,000 .

Each Unit consists of one share of Class A common stock, one-half of one redeemable warrant (“Public

Warrant”) and one right.

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price

of $ 11.50 per share, subject to adjustment (see Note 7).

Each right entitles the holder thereof to receive one-tenth (1/10) of one share

of Class A common stock upon the consummation of an initial Business Combination.

February 3, 2022, the underwriters purchased an additional 1,125,000 Units pursuant to the full exercise of the over-allotment option.

The Units were sold at an offering price of $ 10.00 per Unit, generating additional gross proceeds to the Company of $ 11,250,000 .

4 — PRIVATE PLACEMENTS

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 440,000 Private Placement Units at a price of

$ 10.00 per Private Placement Unit generating gross proceeds in the amount of $ 4,400,000 .

In connection with the full exercise of the

over-allotment option, the Sponsor purchased an additional 33,750 Private Placement Units at a purchase price of $ 10.00 per Unit for

total gross proceeds of $ 337,500 .

Each Private Placement Unit is comprised of one Class A common share, one-half of one warrant and one

Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon

the consummation of an initial Business Combination.

Each whole private placement warrant is exercisable to purchase one share of Class

A common stock at a price of $ 11.50 per share, subject to adjustment (see Note 7).

proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private

Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants (including the Class A common stock issuable

upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of

an Initial Business Combination, subject to certain exceptions.

5 — RELATED PARTIES

November 8, 2021, the Sponsor received 2,156,250 shares of the Company’s Class B common stock (the “Founder Shares”)

for $ 25,000 .

The Founder Shares include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, to approximately

20 % of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the placement units

and underlying securities).

In connection with the exercise of the underwriters’ overallotment option, these shares are no longer

subject to forfeiture.

holder of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until

the earlier to occur of:

(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)

if the last reported sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar

transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities

or other property.

Note — Related Party

November 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which

the Company may borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the

earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering.

As of November 30, 2023 and November 30, 2022, there

was no amount outstanding under the Promissory Note.

from Related Party

Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company.

These advances are due on demand

and are non-interest bearing.

During the year ended November 30, 2022, the Sponsor paid a total of $ 75,000 of offering and operating

costs on behalf of the Company.

During the year ended November 30, 2022, the Company repaid the outstanding balance of $ 211,153 .

the year ended November 30, 2023, the Sponsor paid a total of $ 33,475 of operating costs on behalf of the Company.

During the year ended

November 30, 2023, the Company repaid the outstanding balance.

As of November 30, 2023 and November 30, 2022, $ 0 and $ 0 was due to the

related party, respectively.

November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-07, Improvements

to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 amends ASC 280, Segment Reporting (“ASC 280”)

to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Company’s

chief operating decision maker (“CODM”), the amount and description of other segment items, the title and position of the

CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and

deciding how to allocate resources.

ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends

the full disclosure requirements of ASC 280 to companies with single reportable segments.

The Company adopted ASU 2023-07 on December

31, 2024 on a retrospective basis.

See —Segment reporting below for additional information.

pronouncements pending adoption

November 4, 2024, the FASB issued ASU No.

2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”).

amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the

financial statements of specified information about certain costs and expenses.

ASU 2024-03 is required to be adopted for fiscal years

commencing after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of adopting the standard

on the Consolidated Financial Statements.

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

The Company’s

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

of the Company as a whole.

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

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

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

Information on Net income (loss) and Operating income

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

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

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

CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in

the notes to the financial statements.

3 - MERGER WITH HWH INTERNATIONAL INC.

(A NEVADA CORPORATION)

International Inc.

Alset Capital Acquisition Corp.;

“SPAC”, the “Company”) was a special purpose acquisition

company, incorporated in Delaware on October 20, 2021 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.

On January 9, 2024, the Company,

HWH International Inc.

(a Nevada corporation, “HWH Nevada”) and HWH Merger Sub Inc.

consummated the merger (the “Reverse

Recapitalization” or “Business Combination”) pursuant to an agreement and plan of merger dated as of September 9, 2022.

transaction was accounted for as a Reverse Recapitalization in accordance with U.S.

Under this method of accounting, SPAC was treated

as the “acquired” company for financial reporting purposes.

This determination is primarily based on the fact that subsequent

to the Reverse Recapitalization, HWH Nevada stockholders comprise a majority of voting power on the Company, most of senior management

of HWH Nevada continued as senior management of the combined company and identified a majority of the members of the board of directors

of the combined company, both companies are under common control, and HWH Nevada’s operations comprise the ongoing operations of

the combined company.

Accordingly, for accounting purposes, the Company is considered to be a continuation of HWH Nevada, with the net

identifiable assets of SPAC deemed to have been acquired by HWH Nevada in exchange for HWH Nevada common shares accompanied by a recapitalization,

with no goodwill or intangible assets recorded.

connection with the Business Combination:

holders of 8,591,072 Public Shares properly exercised their right to have such shares redeemed for a full pro rata portion of the

Trust Account holding the proceeds from the IPO.

prior to the consummation of the Reverse Recapitalization (i) each of the 1,972,896 shares of SPAC’s Class A Common Stock was

cancelled and converted into 1,972,896 shares of the Company’s common stock;

(ii) each of the issued and outstanding 2,156,250

shares of SPAC’s Class B Common Shares were converted into 2,156,250 shares of SPAC’s Class A Common Stock and subsequently

into 2,156,250 shares of the Company’s common stock;

(iii) each of the SPAC’s 476,890 units were split into their component

and (iv) 909,875 new shares of the Company’s common stock were issued in connection with the conversion of the

SPAC’s rights into the Company’s common shares.

shares of the Company’s common stock were delivered as consideration in the Business Combination

shares of the Company’s common stock were issued to a third party as payment for $ 1,509,375 of underwriting compensation.

transaction described above was a transaction between entities under common control.

SPAC, prior to the Business Combination, was 26 %

owned by Alset International Limited, a public company listed on the Singapore Exchange Securities Trading Limited and 32 % owned by Alset

Inc., the ultimate owner of both SPAC and HWH Nevada.

HWH Nevada was wholly-owned by Alset International Limited.

In the transactions

under common control, financial statements and financial information were presented as of the beginning of the period as though the assets

and liabilities had been transferred at that date.

OF RESTATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEETS

Statement of Operations and Other Comprehensive Loss for the Year Ended on December 31, 2023

As SPAC previously

Merger with HWH-NV

-Non-membership

Total revenue

Cost of revenue

-Non-membership

Total cost of revenue

$ ( 334,825 )

Operating expenses:

General and administrative expenses

$ ( 1,034,367 )

$ ( 1,874,528 )

$ ( 2,908,895 )

Impairment of convertible note receivable – related party, and investment in associate, related party

Total operating expenses

$ ( 1,034,367 )

$ ( 2,368,426 )

$ ( 3,402,793 )

Other income (expenses)

Foreign exchange transaction gain

Loss on equity method investment, related party

Total other income

Income (loss) before provision for income taxes

( 1,650,550 )

Provision for income taxes

Net income (loss)

$ ( 1,650,550 )

$ ( 1,076,662 )

Net income attributable to Non-Controlling Interests

Net income (loss) attributable to the common shareholders

$ ( 1,654,380 )

$ ( 1,080,492 )

Other comprehensive loss:

Foreign exchange translation adjustment

Total Other comprehensive loss, net of tax

Comprehensive income (loss):

$ ( 1,703,425 )

$ ( 1,129,537 )

Balance Sheet as of December 31, 2023

As SPAC previously

Merger with HWH-NV

Current Assets

Account receivable, net

Other receivables, net

Prepaid expenses

Total Current Assets

Non-Current Assets

Property and equipment, net

Cash and marketable securities held in Trust Account

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable and accrued expenses

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Deferred underwriting fee payable

Total Current Liabilities

Non-Current Liabilities

Operating lease liabilities - Non-current

Total Non-Current Liabilities

Commitments and Contingencies

Temporary equity:

Class A common stock subject to possible redemption;

395,207 shares (at approximately $ 53.40 per share) as of December 31, 2023*

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding as of December 31, 2023

Common stock, $ 0.0001 par value;

50,000,000 shares authorized;

2,000 issued and outstanding as of December 31, 2023 *

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

94,750 issued and outstanding as of December 31, 2023 *

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

431,250 issued and outstanding as of December 31, 2023 *

Common stock value

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 2,785,942 )

( 3,567,016 )

Total Stockholders’ Deficit

$ ( 2,629,916 )

$ ( 978,115 )

$ ( 3,608,031 )

Non-controlling interests

Total Stockholders’ Deficit

( 2,629,916 )

( 3,599,365 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

* The common stock share

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

4 — ACCOUNTS RECEIVABLE, NET

receivable, net at December 31, 2024, December 31, 2023 and December 31, 2022 of $ 17,546 , $ 28,611 and $ 9,070 , respectively, represent

collections received by the credit card processor in F&B business and rent receivable.

Accounts receivable are recorded at invoiced

amounts net of an allowance for credit losses and do not bear interest.

The allowance for credit losses is the Company’s best estimate

of the amount of probable credit losses in the Company’s existing accounts receivable.

The measurement and recognition of credit

losses involves the use of judgment.

Management’s assessment of expected credit losses includes consideration of current and expected

economic conditions, market and industry factors affecting the Company’s customers (including their financial condition), the aging

of account balances, historical credit loss experience, customer concentrations, customer creditworthiness, and the existence of sources

The Company also establishes an allowance for credit losses for specific receivables when it is probable that the receivable

will not be collected and the loss can be reasonably estimated.

Accounts receivable considered uncollectible are charged against the

allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

As of December 31, 2024

and 2023, the allowance for credit losses was an immaterial amount.

The Company does not have any off-balance sheet credit exposure related

to its customers.

As of December 31, 2024 and 2023, $ 11,177 and $ 0 of rent receivable was written off, respectively.

5 — PREPAID COMMISSIONS

the normal course of business, the Company pays commission to its members for product sales as well as membership sales.

Prepaid commissions

are recorded for commissions paid on membership sales and recognized as an expense over the same period as the related membership revenue.

6 — INVENTORY

of December 31, 2024 and 2023, the balance of finished goods was $ 1,574 and $ 1,977 , respectively.

There is no provision for slow-moving

or obsolete inventory during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company wrote off $ 30,753

of expired, slow-moving and obsolete inventory.

This was recorded in the Company’s consolidated statement of operations in cost

of revenue (non-membership) during the year ended December 31, 2023.

7 — PROPERTY AND EQUIPMENT, NET

components of property and equipment are as follows:

OF PROPERTY AND EQUIPMENT, NET

December 31, 2024

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

Accumulated Depreciation:

Office equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

Office equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

December 31, 2023

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

Accumulated Depreciation:

Office Equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

the years ended December 31, 2024 and 2023, the Company recorded depreciation expenses of $ 48,172 and $ 58,006 and impairment of property

and equipment of $ 69,293 and $ 0 , respectively.

The impairment was determined by the Company based on the discounted cash flow of the

cash generating unit (“CGU”), which involves the cash flow projections covering a 3-year period and the fair value less cost

Based on the assessment, the recoverable amount of the CGU was determined to be zero, which was below the carrying amount

of these non-financial assets.

As of December 31, 2024, the Company disposed of office equipment, at a cost of $ 7,429 , and furniture

and fittings, at a cost of $ 2,784 , from F&BPLQ due to café’s closure.

$ 5,878 loss on disposal of PPE was recorded in

the general and administrative expenses.

8 — INVESTMENTS AT COST

in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes

in orderly transactions for the identical or a similar investment of the same issuer.

These investments are measured at fair value on

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

An impairment loss,

which is recognized in the consolidated statements of comprehensive income, equals to the amount by which the carrying value exceeds

the fair value of the investment.

No impairment was recorded as of and for the year ended December 31, 2024.

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

(“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan

Heng Fai Ambrose, HWH’s Executive Chairman, as a part of HWH’s strategy of building its travel business in Asia.

joint venture company (referred to here as the “JVC” or “HTHPL”) will be known as HapiTravel Holding Pte.

The JVC will be initially owned as follows:

(a) HWHPL will hold 19 %

of the shares in the JVC;

Chan will hold 11 %;

and (c) the remaining 70 %

of the shares in the JVC will be held by Mr.

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

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

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

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

of December 31, 2024, HTHPL owed the Company a total of $ 139,370 , which is recorded in other receivables in the financial statements, which included

the subscription fee for 19 % of the shares of the JVC.

Food & Beverage Pte.

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

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

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

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

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

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

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

The subscription

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

The Company impaired this investment of $ 14,010 to $ 0 and total impairment expenses

were $ 14,205 , which included $ 14,010 of investment and $ 195 exchange difference, due to net liabilities of IFBPL as of December 31, 2024.

9 — COMMISSIONS EXPENSE

commissions as of December 31, 2024 and 2023 represent mainly sales commission payable.

For the years ended December 31, 2024 and 2023,

sales commission expenses of $ 0 and $ 13,827 respectively, were recorded and included in cost of revenue in the Company’s consolidated

statement of operations.

10 – LOANS DUE TO THIRD PARTIES

for Operations

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

current operations.

Ketomei owes the bank $ 34,155 at December 31, 2024.

Ketomei also borrowed $ 42,696 from an individual on February 21, 2022, which consisted of principal of $ 36,807 and

interest of $ 5,889 for 2 years at 8 % interest rate per annum.

Ketomei repaid $ 39,015 in 2024 and owes $ 3,681 at December 31, 2024, which

will be repaid in 6 installments in 2025.

Note to EF Hutton LLC

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

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

Boral Capital LLC), a division

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

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

promissory note as full satisfaction.

This agreement was effective at the closing of Business Combination on January 9, 2024.

shares were issued at the price of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at issuance on January

9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024, as this was an

adjustment to prior underwriting costs accounted for in equity.

The promissory note carries interest rate equal to SOFR (secured overnight

financing rate for U.S.

Government Securities Business Day published by the Federal Reserve Bank of New York) plus a margin of one percent.

The principal amount of the promissory note and any accrued interest shall mature (i) partially in the event HWH completes an offering

within one year of the date of the promissory note, the amount of outstanding debt maturing being proportionate to the amount of proceeds

of the future offering, or (ii) in partial installments through October of 2028, the outstanding balance being paid annually until the

balance owed is paid in full.

The first installment of the note that was due in October 2024 was paid in January 2025, resulting in a default due

to the delay in payment.

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

11 — DUE TO ALSET INC.

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

The amount due to AEI represents

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

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

covenants and the amount due to AEI is non-interest bearing.

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

The amounts due to AEI at December 31, 2024 and 2023 are $ 209,614 and $ 202,645 respectively.

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

which AEI has provided the Company a line of credit facility (the “Credit Facility”) which provides a maximum, aggregate

credit line of up to $ 1,000,000 .

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

Each Advance shall

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

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

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

The Company may at any time during the term

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

Each Advance shall not be secured by a lien

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

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

On December 31, 2024, $ 3,164 of the

interest remained outstanding.

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

to which a debt of $ 300,000 due to AEI was converted into shares of the Company’s common stock at a price per share of $ 0.63 for

a total of 476,190 shares.

12 — DUE TO/FROM RELATED PARTIES

to Alset International Limited.

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

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

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

amount due to AIL is due upon request, it is classified as a current liability.

The amounts due to AIL at December 31, 2024 and 2023

are $ 5,096,047

and $ 1,729,901 ,

respectively.

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

Limited, pursuant to which a debt of $ 3,501,759 due to AIL was converted into shares of the Company’s common stock at a price per

share of $ 0.63 for a total of 5,558,347 shares.

to Alset Business Development Pte.

Business Development Pte.

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

The amount due to ABD represents amount loaned by ABD to Hapi Cafe Inc.

for the investment in Ketomei Pte.

Ltd (“Ketomei”)

in March 2022, and also represents amount loaned HWHPL to ABD in November 2024.

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

covenants and the amount due to ABD is non-interest bearing.

Since the amount due to ABD is due upon request, it is classified as a current

The amount due from ABD at December 31, 2024 is $ 4,113,701 and amount due to ABD at December 31, 2023 is $ 184,507 .

to BMI Capital Partners International Limited.

Capital Partners International Limited (“BMI”) is incorporated in Hong Kong and is a fellow subsidiary of the common parent

company, Alset Inc.

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

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

amount due to BMI is due upon request, it is classified as a current liability.

The amounts due to BMI at December 31, 2024 and 2023

are $ 0 and $ 1,442 , respectively.

and Administrative Services

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office

space, utilities and secretarial and administrative support for up to 24 months.

Upon completion of the Initial Business Combination

or the Company’s liquidation, the Company will cease paying these monthly fees.

During the years ended November 30, 2023 and 2022,

the Company recorded charges of $ 120,000 and $ 100,000 , respectively, to the statement of operations pursuant to the agreement.

on the date the Company’s common stock was first listed on the Nasdaq, the Company has agreed to pay to Alset Management Group

a total of $ 10,000 per month for office space, utilities, and secretarial and administrative support for up to 24 months.

Upon completion

of the Business Combination, the Company ceased paying these monthly fees.

During the years ended December 31, 2024 and 2023, the Company

recorded a charge of $ 0 and $ 120,000 , respectively, to the statement of operations pursuant to the agreement.

Capital Loans

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

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

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

(“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of

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

of a Business Combination into units at a price of $ 10.00 per unit.

Such units would be identical to the Private Placement Units.

the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay

the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of November

30, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans.

The notes were to be repaid

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

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

Such units would be identical to the

Private Placement Units.

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

under these Working Capital Loans.

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

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.

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.

As of November 30, 2023 and 2022 there was $ 205,305 and $ 0 , respectively, outstanding under the extension

from sponsor was $ 0 and $ 13,000 at November 30, 2023 and November 30, 2022, respectively and represents expenses paid by the Company

on behalf of the Sponsor.

National Association, a national banking association, which was entered into on January 31, 2022.

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

were amended, in part, so that the Company’s ability to complete a business combination was 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.

The Sponsor funded the first 30-day

extension payment on May 3, 2023.

The Sponsor also made subsequent extension payments on June 5 th and July 6 th of

$ 68,928 and $ 69,158 , respectively.

The Sponsor was entitled to the repayment of these extension payments, without interest.

As of December

31, 2024 and 2023 there was $ 0 and $ 205,305 outstanding under the extension loan, respectively.

13 — RELATED PARTY TRANSACTIONS

August 31, 2023, Hapi Café Inc.

and Ketomei Pte.

entered into a binding term sheet pursuant to which HCI agreed to lend Ketomei

up to $ 36,634 pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be

This loan was written off upon the acquisition of Ketomei in February 2024.

October 26, 2023, the same parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 37,876

pursuant to a non- convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be 3.5 %.

loan was written off upon the acquisition of Ketomei in February 2024.

February 20, 2024, the Company invested additional $ 312,064 for an additional 38.41 % ownership interest in Ketomei by converting $ 312,064

of convertible loan.

The loan was impaired at the year ended December 31, 2023, therefore, $ 312,064 was transferred from impairment of

convertible loan to impairment of loss on goodwill.

After this additional investment, the Company owns 55.65 % of Ketomei’s

outstanding shares and Ketomei is consolidated into the financial statements of the Company beginning on February 20, 2024.

March 20, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation (“SHRG”),

pursuant to which the Company purchased from SHRG a (i) Convertible Promissory Note (“CN 1”) in the amount of $ 250,000 , convertible

into 208,333,333 shares of SHRG’s common stock at the option of the Company, and (ii) certain warrants exercisable into 208,333,333

shares of SHRG’s common stock at an exercise price of $ 0.0012 per share, the exercise period of the warrant being five (5) years

from the date of the securities purchase agreement, for an aggregate purchase price of $ 250,000 .

At the time of filing, the Company has

not converted any of the debt contemplated by CN 1 nor exercised any of the warrants.

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

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

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

CN 2 bears an 8 % interest

rate and has a scheduled maturity three years from the date of the CN 2.

Additionally, upon signing CN 2, SHRG owed the Company a commitment

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

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

Company purchased from SHRG a Convertible Promissory Note (“CN 3”) in the amount of $ 250,000 , convertible into 125,000,000

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

CN 3 bears an 8 % interest

rate and has a scheduled maturity three years from the date of the CN 3.

Additionally, upon signing CN 3, SHRG owed the Company a commitment

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

August 13, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which

the Company purchased from SHRG a Convertible Promissory Note (“CN 4”) in the amount of $ 100,000 , convertible into 50,000,000

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 100,000 .

CN 4 bears an 8 % interest

rate and has a scheduled maturity three years from the date of the CN 4.

Additionally, upon signing CN 4, SHRG owed the Company a commitment

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

of December 31, 2024, a total of $ 48,000

in commitment fees and $ 39,323

of convertible note interest was recorded under other receivable.

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

and Alset International Limited, in addition to certain entities affiliated

with them, are significant stockholders of SHRG, and our Chief Executive Officer and Chairman are also the Chief Executive Officer and

Chairman, respectively, of SHRG.

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

OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Value Measurement Using

loans receivable – SHRG

Investment in securities at Fair Value

fair value of the SHRG warrants under level 2 category as of December 31, 2024 was calculated using a binomial option pricing model valued

with the following weighted average assumptions:

OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

December 31, 2024

Exercise price

Risk free interest rate

Annualized volatility

Dividend yield

Year to maturity

Warrants measurement input

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

for bifurcation.

The Company engaged a valuation firm to perform the valuation of convertible loans.

The fair value of the

convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash

flow with the following assumptions:

As of December 31, 2024

March 18, 2024

August 13, 2024

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

Debt measurement input

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

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

from F&B business amounting to approximately $ 4,488 and $ 7,444 during the years ended December 31, 2024 and 2023, respectively, was

related to corporate sales.

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

in Accounts Receivable, net at December 31, 2024 and 2023 is $ 1,652 and $ 6,181 , respectively, of amounts due from related parties.

in other income during the years ended December 31, 2024 and 2023 is $ 6,462 and $ 6,756 , respectively of rental income from related parties.

14 — COMMITMENTS AND CONTINGENCIES

From time to time the Company

may be named in claims arising in the ordinary course of business.

Currently, no legal proceedings, government actions, administrative

actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of management, could reasonably

be expected to have a material adverse effect on its business and financial condition.

For all periods presented, the Company was not

a party to any pending material litigation or other material legal proceedings.

holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and

19 unchanged sentences

Public Offering.

In addition, the underwriters will be 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.

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

deferred fee was paid to the underwriters in the form of cash, shares and promissory note upon completion of the Business Combination

15 — STOCKHOLDERS’ EQUITY

Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

of November 30, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

A Common Stock — The Company is authorized to issue 50,000,000 shares of Class A common stock with a par value of $ 0.0001

Holders of Class A common stock are entitled to one vote for each share.

As of November 30, 2023 and 2022, there were 473,750

shares of Class A common stock issued and outstanding, respectively, (excluding 1,976,036 and 8,625,000 , respectively, shares of the

Class A Common Stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheets).

B Common Stock — The Company is authorized to issue 5,000,000 shares of Class B common stock with a par value of $ 0.0001

Holders of Class B common stock are entitled to one vote for each share.

As of November 30, 2023 and 2022, there were 2,156,250

shares of Class B common stock issued and outstanding.

holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination.

of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of

our stockholders except as otherwise required by law.

In connection with our initial Business Combination, we may enter into a stockholders’

agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance

arrangements that differ from those that were in effect upon completion of the Initial Public Offering.

shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, on a one-for-one

basis, subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or

deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the

ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders

of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance

or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock

will equal, in the aggregate, on an as-converted basis, to 20% of the sum of the total number of all shares of common stock outstanding

upon the completion of the Initial Public Offering (excluding the placement units and underlying securities).

- Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically

receive one-tenth (1/10) of one share of common stock upon consummation of the initial Business Combination.

The Company will not issue

fractional shares in connection with an exchange of rights.

Fractional shares will either be rounded to the nearest whole share or otherwise

addressed in accordance with Section 155 of the Delaware General Corporation Law, as further described herein.

We will make the determination

of how we are treating fractional shares at the time of our initial Business Combination and will include such determination in the proxy

materials we will send to stockholders for their consideration of such initial Business Combination .

total amount of authorized capital stock of the Company is 56,000,000 shares, consisting of (a) 55,000,000 shares of common stock, and

(b) 1,000,000 shares of preferred stock.

As of December 31, 2024 and 2023, there were no shares of preferred stock outstanding.

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

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

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

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

1 unchanged sentence

of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion

of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years

after the completion of a Business Combination or earlier upon redemption or liquidation.

The Public Warrants became exercisable 30 days after the completion of the Business

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

Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation

6 unchanged sentences

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

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,

the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination being

declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the

warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.

Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities

exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the

Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to

file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares

under applicable blue sky laws to the extent an exemption is not available.

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

16 unchanged sentences

in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive

any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except

the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not

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

Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except

the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) were transferable,

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

following table summarizes the warrant activity for the years ended December 31, 2024 and 2023.

OF WARRANT ACTIVITY

Remaining Contractual

Exercise Price

Warrants Outstanding as of December 31, 2023

Warrants Vested and exercisable at December 31, 2023

Forfeited, cancelled, expired

Warrants Outstanding as of December 31, 2024

Warrants Vested and exercisable at December 31, 2024

Outstanding as of December 31, 2022

Vested and exercisable at December 31, 2022

cancelled, expired

Outstanding as of December 31, 2023

Vested and exercisable at December 31, 2023

of HWH Shares to EF Hutton

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

agreement previously entered into by the Company and EF Hutton, a division of Benchmark Investments, LLC, under which in lieu of the

Company tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination of $ 325,000 in cash payable 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 the Business Combination on January 9, 2024.

The 149,443 shares were issued at the price

of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the Company shares at issuance

on January 9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024 as

this was an adjustment to prior underwriting costs accounted for in equity.

16 — INCOME TAXES

Company’s deferred tax assets are as follows at November 30, 2023 and 2022:

OF DEFERRED TAX ASSETS

Deferred tax asset

Net operating loss

Startup/organizational costs

Total deferred tax asset

Valuation allowance

Deferred tax asset, net of allowance

income tax provision (benefit) consists of the following for the year November 30, 2023 and November 30, 2022:

OF INCOME TAX BENEFIT

State and Local

Income tax provision / (benefit)

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies

in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

the year ended November 30, 2023 and 2022, the change in the valuation allowance was $ 203,935 and $ 123,825 , respectively.

reconciliation of the statutory tax rate to the Company’s effective tax rates for the year ended November 30, 2023 and 2022:

provision for income taxes consisted of the following:

OF PROVISION FOR INCOME TAXES

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

Statutory federal income tax rate

State taxes, net of federal tax benefit

Income taxes at statutory rate

Change in valuation allowance

Income tax provision (benefit)

Effective tax rate

components of the Company’s deferred tax assets and liabilities are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets:

Receivable from related party

Lease Liability

Accrued Commission

Net Operation Loss

Total deferred tax assets

Deferred tax liabilities:

Prepaid commissions

Right-of-Use Assets

Total deferred tax liabilities

$ ( 105,754 )

$ ( 123,371 )

Deferred tax assets / (liabilities), net

Less valuation allowance

Deferred tax asset c/f

consideration of all the evidence, both positive and negative, management has recognized a valuation allowance with respect to its net

deferred tax assets as at December 31, 2024 and 2023, as it believes it is unlikely that such deferred tax assets will be realized against

taxable income in future years.

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

In the second

quarter of 2024, the Company ceased its operations of F&BPLQ and recorded a gain on termination of the operating lease of $ 248 , which

is included in other income on the Company’s Statement of Operations for the year ended December 31, 2024.

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

Since the Company’s

leases do not provide an implicit rate that can be readily determined, management uses a discount rate based on the incremental borrowing

The Company’s weighted-average remaining lease term relating to its operating leases is 1.76 years, with a weighted-average

discount rate of 3.39 %.

Company has also utilized the following practical expedients:

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

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

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

Total lease expenses amounted to $ 490,122 and $ 509,340 , which were included in general and administrative expenses in the statements

of operations for the years ended December 31, 2024 and 2023, respectively.

Total cash paid for operating leases amounted to $ 465,733

and $ 580,580 for the years ended December 31, 2024 and 2023, respectively.

In addition, the Company leases certain equipment on a short-term

(12 months or less) basis.

Total short-term lease expense of $ 20,615 and $ 14,348 is included in general and administrative expenses for

the years ended December 31, 2024 and 2023, respectively.

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

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES

December 31, 2024

December 31, 2023

Right-of-use assets

Lease liabilities - current

Lease liabilities - non-current

Total lease liabilities

of December 31, 2024, the aggregate future minimum rental payments under non-cancelable agreements are as follows:

SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS

Maturity of Lease Liabilities

12 months ending December 31, 2025

12 months ending December 31, 2026

12 months ending December 30, 2027

Total undiscounted lease payments

Imputed interest

Present value of lease liabilities

Operating lease liabilities - Current

Operating lease liabilities - Non-current

18 — DISAGGREGATION OF REVENUE

financial information of the Company’s operating revenue for disaggregated revenue purposes by revenue source are as follows:

sales only represent sales to members, not third parties who are not members.

SCHEDULE OF DISAGGREGATION OF REVENUE

December 31, 2024

December 31, 2023

Membership Fee

Product Sales

Food and Beverage

19 — CONCENTRATION RISK

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

These balances are usually secured by the central

banks’ insurance companies.

At times, these balances may exceed the insurance limits.

As of December 31, 2024 and 2023, uninsured

cash balances were $ 6,403,985 and $ 21,989,947 , respectively.

the year ended December 31, 2024, five suppliers accounted for approximately over 80 % of the Company’s total cost of revenue.

the year ended December 31, 2023, five suppliers accounted for approximately over 54 % of the Company’s total cost of revenue.

20 — INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY

February 20, 2024, the Company held an equity method investment in a related party, Ketomei, and also had a convertible note receivable

with Ketomei.

The following table shows the activity of the investment and note during the years ended December 31, 2024 and 2023.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

December 31, 2023

December 31, 2024

Investment in associate, related party

Convertible note receivable, related party

December 31, 2023

Investment in associate, related party

$ ( 125,599 )

Convertible note receivable, related party

$ ( 493,898 )

the year of 2024, the Company impaired convertible note receivable of $ 42,328

and goodwill of $323,864 to $0, which was generated from net asset value during the acquisition.

Total impairment expenses

were $ 366,192 .

February 20, 2024, the Company invested an additional $ 312,064 for an additional 38.41 % ownership interest in Ketomei by converting $ 312,064

of convertible loan.

The loan was impaired at the year ended December 31, 2023, therefore, $ 312,064 was transferred from impairment of

convertible loan to impairment of equity method investment.

After this additional investment, the Company owns 55.65 % of Ketomei’s

outstanding shares and Ketomei is consolidated into the financial statements of HWH International Inc.

beginning on February 20, 2024.

the year ended December 31, 2024, the Company held convertible notes receivable with SHRG.

The following table shows the activity of

the notes during the year ended December 31, 2024.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

Unrealized Losses

note receivable - related party

the year ended December 31, 2024, the Company revalued the convertible note receivable with SHRG of $ 850,000 to $ 744,652 .

The total $ 379,887

revaluated loss amount was booked in unrealized loss on convertible note receivable – related party and $ 287,512 revaluated gain

amount was booked in additional paid in capital as this was a related party transaction.

21 — CHANGE IN FISCAL YEAR

connection with the Business Combination, the Company changed its fiscal year end from November 30 to December 31.

The Company reported its audited financial statements on Form 10-K for the year ended November 30, 2023.

The Company’s financial

statement for one month of December 2023, that were not previously reported include expenses related to business combination,

ordinary business expenses and investment income.

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONDENSED CONSOLIDATED BALANCE SHEETS

SCHEDULE OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS

December 31, 2023

Current assets:

Other current assets

Total current assets

Cash and marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses

Extension Loan – Related Party

Total current liabilities

Deferred underwriting compensation

Total liabilities

Commitments and contingencies

Temporary equity:

Class A common stock subject to possible redemption;

395,207 shares (at approximately $ 53.40 per share) as of December 31, 2023*

Stockholders’ deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001

shares authorized;

issued and outstanding (excluding 395,207

shares subject to possible redemption) as of December 31, 2023 *

Class B common stock, $ 0.0001

shares authorized;

shares issued and outstanding as of December 31, 2023 *

Additional Share Capital

Accumulated deficit

( 2,785,942 )

Total stockholders’ deficit

( 2,629,916 )

Total liabilities and stockholders’ deficit

* The common stock share

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

December 31, 2023

Administration fee - related party

General and administrative

TOTAL EXPENSES

Investment income earned on cash and marketable securities held in Trust Account

TOTAL OTHER INCOME

Income tax expense

22 — SUBSEQUENT EVENT

January 9, 2024, the Company announced the completion of its previously announced business combination.

In connection with the Business

Combination, Alset changed its name from Alset Capital Acquisition Corp.

to HWH International Inc.

a result of the Business Combination, each share of Class A common stock was cancelled and converted into shares of the

Company’s common stock, on the terms set forth in the Merger Agreement, dated September 9, 2022.

Pursuant to the terms of the

Merger Agreement, the aggregate number of shares of Company common stock that was delivered as consideration in the Business

Combination was 12,500,000

as a result of the Business Combination, each outstanding share of Class B common stock, with par value of $ 0.0001 per share, of Alset

(the “Class B Common Stock”), automatically converted into one share of Class A common stock, with $ 0.0001 par value per

share, of Alset (the “Class A Common Stock”), and then subsequently converted into one share of Company common stock.

lieu of the Company tendering the full amount of Deferred Underwriting Commission, the Company and EF Hutton entered into the Satisfaction

Agreement, pursuant to which EF Hutton accepted a combination of $ 325,000

in cash (the “Cash Payment”) upon

the closing of the business combination, 149,443

shares of the Company’s common stock (the

“Shares”) and a $ 1,184,375

promissory note (the “Promissory Note”)

as full satisfaction of the Deferred Underwriting Commission.

shares of the Company’s common stock were redeemed in connection with the Business Combination at a redemption price of

$ 10.66 per share.

Following the Business Combination, 909,875

new shares of the Company’s common stock were issued in connection with the conversion of rights into HWH common shares.

January 3, 2025, the Company announced the pricing of its public offering of 3,162,500

shares of common stock, par value $ 0.0001

per share (the “Shares”) and 1,250,000

pre-funded warrants to purchase shares of common stock (“Pre-Funded Warrants”).

The Shares and Pre-Funded Warrants were

offered at a public offering price of $ 0.40

per share and $ 0.3999

per Pre-Funded Warrant.

The Pre-Funded Warrants were exercisable immediately upon issuance and have an exercise price of $ 0.0001

The gross proceeds to the Company from the offering were approximately $ 1.76

million, before deducting placement agent fees and other offering expenses of approximately $ 355,017 .

offering was conducted pursuant to the Company’s registration statement on Form S-1 (File No.

333-282567), which was initially

filed with the Securities and Exchange Commission on October 10, 2024, subsequently amended on October 23, 2024, December 4, 2024, and

December 10, 2024, and declared effective on December 19, 2024.

The offering closed on January 6, 2025.

Boral Capital LLC (“D.

Boral Capital”) was acting as the exclusive placement agent for the offering.

Pursuant to the Placement

Agency Agreement, the Company has agreed to pay D.

Boral Capital a cash fee equal to 7.5 % of the gross proceeds from the offering, a

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

to Amended and Restated Certificate of Incorporation

January 8, 2025, the Company amended the text of Section 7.3 of Article VII of the Company’s Amended and Restated Certificate of

Incorporation with the State of Delaware to permit the stockholders of the Company to take action by majority written consent.

This Amendment

of the Company’s Amended and Restated Certificate of Incorporation was approved by the Company’s stockholders at the Company’s

annual meeting of stockholders on December 12, 2024.

Reverse Stock Split

January 16, 2025, the holders of a majority of the issued and outstanding shares of common stock of the Company, approved by written

consent, an amendment of the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the

Company’s common stock, par value $ 0.0001 per share, at a ratio of 1-for-5 (the “Reverse Stock Split”).

stock split was effectuated on February 24, 2025.

Insurance Group, LLC

November 19, 2024, HWH entered definitive agreements to acquire a controlling 60 %

interest in L.E.H.

Insurance Group, LLC (“LEH”).

The acquisition closed on February 27, 2025.

This acquisition was

facilitated through the purchase of shares from Sharing Services Global Corp.

(“SHRG”) SHRG sold its 60 %

interest in LEH to HWH, while the remaining 40 %

stake was retained by the original owner.

However, following this transaction, the original owner sold their 40 %

interest to SHRG.

John Thatch, the Chief Executive Officer of the Company, is also the Chief Executive Officer of both LEH and SHRG.

LEH is a licensed insurance agency representing over 600 insurance companies, serving as an independent advisor to businesses and

LEH provides personalized insurance solutions, offering expert guidance to meet the unique coverage needs of each

LEH is in the early stages of its development, has no employees on its payroll, and has yet to turn a profit.

Securities P urchase A greement

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

(“SHRG”), pursuant to which SHRG issued a convertible promissory note to the Company in the amount of $ 150,000 , the indebtedness

thereunder being convertible into SHRG common stock at $ 0.80 per share at HWH’s option until maturity of the convertible note three

(3) years from the date of the securities purchase agreement.

Further, SHRG granted the Company warrants exercisable into 937,500 shares

of SHRG common stock, the exercise period of the warrants being three (3) years from the date of the securities purchase agreement at

an exercise price of $ 0.85 per share.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data