What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-31 compared with 2024-02-28 · 397 added, 351 removed, 301 unchanged (71% of the section changed)

2 unchanged sentences

connection with the preparation of our Report on Form 10-K, an evaluation was carried out by management, with the participation of our

Chief Executive Officers and Chief Financial Officers, of the effectiveness of our disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of November 30, 2023.

Disclosure controls and

procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to management,

including the Chief Executive Officers and Chief Financial Officers, to allow timely decisions regarding required disclosure.

evaluation of disclosure controls and procedures as of November 30, 2023, conducted as part of our annual audit and preparation of our

Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules

13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of December 31, 2024.

Disclosure controls and procedures

are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified, and that such information is accumulated and communicated to management, including

the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

evaluation of disclosure controls and procedures as of December 31, 2024, conducted as part of our annual audit and preparation of our

annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls

15 unchanged sentences

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

recently for its financial reporting as of November 30, 2023.

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

This assessment was based on criteria for effective internal control over

2 unchanged sentences

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

over financial reporting as of November 30, 2023, management determined that the Company did not maintain effective controls over financial

reporting due to limited staff.

This limited number of staff prevents us from segregating duties within our internal control system and

restricts our ability to timely evaluate the accuracy and completeness of our financial statement disclosures.

Management determined

that the ineffective controls over financial reporting constitute a material weakness.

over financial reporting as of December 31, 2024, management determined that the following issues constitute as material weakness:

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

controls over financial reporting.

Additionally, well-defined accounting policies and procedures have not been established and many financial close procedures, including

period-end review and reconciliations, did not occur on a timely basis or failed to identify material adjustments.

Annual Report filed on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding

7 unchanged sentences

by this Annual Report on Form 10-K, we have not been able to completely remediate the material weaknesses identified above.

such weaknesses, we plan to appoint additional qualified personnel with financial accounting, GAAP, and SEC experience.

such weaknesses, we plan to appoint additional qualified personnel with financial accounting, U.S.

GAAP, and SEC experience.

Other Information.

Trading Arrangements

the quarterly period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange

Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

13 unchanged sentences

Fai Ambrose Chan.

Chan has served as our Chairman since October of 2021, and served as our Chief Executive Officer from October

of 2021 to January of 2024.

Chan has over forty-five years of experience in the financial and equity investment industry.

is the founder of Alset Inc.

and has served as its Chairman of the Board and Chief Executive Officer since that company’s inception

in March 2018.

Chan is an expert in banking and finance.

He has restructured numerous companies in various industries and countries

during the past 40 years.

Chan has served as the Chief Executive Officer of Alset International Limited since April 2014.

joined the Board of Directors of Alset International Limited in May 2013.

From 1995 to 2015, Mr.

Chan served as Managing Chairman of

Hong Kong-listed Zensun Enterprises Limited (formerly Heng Fai Enterprises Limited), an investment holding company.

Chan had previously

served as a member of the Board of Zensun Enterprises Limited since September 1992.

Chan was formerly the Managing Director of SingHaiyi

Group Ltd., a public Singapore property development, investment and management company (“SingHaiyi”), from March 2003 to

September 2013, and the Executive Chairman of China Gas Holdings Limited, an investor and operator of the city gas pipeline infrastructure

in China from 1997 to 2002.

Chan has served as a non-executive director of DSS, Inc.

(formerly known as Document Security Systems,

Inc.) since January 2017 and as Chairman of the Board since March 2019.

Chan has served as a member of the Board of Directors of

OptimumBank Holdings, Inc.

since June 2018.

He has also served as a non-executive director of our indirect subsidiary LiquidValue Development

since January 2017.

Chan has served as a director of Alset Inc.’s 99.7%-owned subsidiary Hapi Metaverse Inc.

since October

Chan has served as a member of the Board of Directors of Sharing Services Global Corporation since April of 2020.

has served as a member of the Board of Value Exchange International, Inc.

since December 2021.

Chan also served as a non-executive

director of Holista CollTech Ltd.

from July 2013 until June 2021.

Chan was formerly a director of Global Medical REIT Inc., a healthcare facility real estate company, from December 2013 to July 2015.

He also served as a director of Skywest Ltd., a public Australian airline company from 2005 to 2006.

Chan served as a member of the

Board of Directors of RSI International Systems, Inc., the developer of RoomKeyPMS, a web-based property management system, from June

2014 to February 2019.

Chan is the Chairman and Chief Executive Officer of Alset Inc.,

the majority owner of HWH’s parent company, Alset International Limited, and Alset Investment Pte Ltd.;

the owners of our sponsor.

Chan also serves as the Executive Chairman, Director, and Hapi Wealth Builder Division Head of HWH, and the Executive Chairman of

Sharing Services Global Corporation, a company partly owned by DSS, Inc., an entity in which Alset Inc.

has a significant ownership stake.

Qualifications of Heng Fai Ambrose Chan:

board of directors appointed Mr.

Chan in recognition of his abilities to assist the Company in expanding its business and the contributions

he can make to the Company’s strategic direction.

Chan has served as our Chairman since October 2021 and served as our Chief Executive Officer from October 2021

to January 2024.

Chan is an expert in banking and finance, with 45 years of experience in these industries.

He has restructured numerous

companies in various industries and countries during the past 40 years.

Chan has served as a director of Alset International Limited,

an SGX listed company, since May 2013, has served as its Chief Executive Officer since April 2014 and has served as its Chairman of the

Board since June 2017.

Chan has served as a director of Hapi Metaverse Inc.

since October 2014 and as Chairman since July 2021.

Chan has served as a director of the LiquidValue Development Inc.

since January 2017 and has served as its Chairman of the Board since

December 2017.

Chan has served as a director of DSS, Inc., an NYSE listed company, since January 2017 and has served as its Chairman

of the Board since March 2019.

Chan is the founder of Alset Inc., a Nasdaq listed company, the majority shareholder of the Company

and has served as its Chairman of the Board and Chief Executive Officer since its inception in March 2018.

Chan has served as director

of Sharing Services Global Corporation, an OTC Pink listed company, since April 2020 and has served as its Chairman of the Board since

Chan has served as director of Value Exchange International, Inc., an OTCQB listed company, since December 2021.

has served as director of Impact BioMedical Inc., a NYSE listed company, since March 2025.

Chan was the Executive Chairman of China Gas Holdings Limited, an HKSE listed company, an investor and operator of municipal gas pipeline

infrastructure in China from 1997 to 2002.

Chan served as director of Heng Fai Enterprises Limited (now known as Zensun Enterprises

Limited), an HKSE listed company, an investment holding company, from September 1992 to 2015, and as the Managing Chairman from 1995

Chan was the Managing Director of SingHaiyi Group Ltd.

(now known as SingHaiyi Group Pte.

Ltd.), a Singapore property development

company formerly listed on the SGX, from March 2003 to September 2013.

Chan served as a director of Skywest Ltd., a public Australian

airline company from 2005 to 2006.

Chan served as a director of Holista CollTech Ltd., an ASX listed company, from July 2013 until

Chan served as a director of Global Medical REIT Inc., an NYSE listed company, a healthcare facility real estate company,

from December 2013 to July 2015.

Chan served as a director of OptimumBank Holdings, Inc.

from June 2018 until April 2022.

served as a director of RSI International Systems, Inc.

(now known as ARCpoint Inc.), a TSXV listed company, the developer of RoomKeyPMS,

a web-based property management system, from June 2014 to February 2019.

Chan leads the board and guides our company.

Chan brings extensive knowledge to our company and a deep background in growth companies,

emerging markets, mergers and acquisitions, and capital market activities.

The board of directors appointed Mr.

Chan in recognition of

his abilities to assist the Company in expanding its business and the contributions he can make to the Company’s strategic direction.

Thatch has served as HWH’s Chief Executive Officer since January 9, 2024.

also served as a director of DSS, Inc., a NYSE traded company, from May 2019 to October 2023, during which time he was their Lead Independent

Thatch has also

served as a director of DSS, Inc., a NYSE traded company, from May 2019 to October 2023, during which time he was their Lead Independent

Thatch is an accomplished, energetic, entrepreneur-minded executive who has the vision and knowledge to create growth and

shareholder value any organization.

shareholder value for any organization.

Thatch has successfully started, owned and operated several sized businesses in various industries,

39 unchanged sentences

Sheng Hon Danny.

Lim was appointed Chief Operating Officer of HWH International Inc.

in February of 2024 and also serves as Chief

Strategy Officer of the Company.

Lim has also served as a director of Alset Inc.

AEI) since October 2022, and has served

as Senior Vice President, Business Development and as Executive Director of Alset Inc.’s subsidiary, Alset International Limited

(SGX:40V), a publicly traded company on the Singapore Stock Exchange, since 2020.

Lim has over 7 years of experience in business

development, merger & acquisitions, corporate restructuring and strategic planning and execution.

Lim graduated from Singapore

Nanyang Technological University with a Bachelor’ Degree with Honors in Business, specializing in Banking and Finance.

Lim was appointed Chief Operating Officer of HWH in February 2024 and also serves as Chief Strategy Officer

of the Company.

Lim has served as Senior Vice President, Business Development and as Executive Director of Alset International Limited,

an SGX listed company since 2020.

Lim has served as a director of Alset Inc., a Nasdaq listed company, the majority shareholder of

the Company, since October 2022.

Lim has served as a director of DSS, Inc., an NYSE listed company, since October 2023.

served as a director of Value Exchange International Inc., an OTCQB listed company, since December 2023.

Lim has over 8 years of experience in business development, merger & acquisitions, corporate restructuring and strategic planning

and execution.

Lim manages business development efforts, focusing on corporate strategic planning, merger and acquisition and capital

markets activities.

Lim oversees and ensures executional efficiency, and facilitates implementation of the Group’s strategies

by internal and external stakeholders.

Lim liaises with corporate partners or investment prospects for potential working/investment

collaborations, and operational subsidiaries locally and overseas to augment a close parent-subsidiary working relationship.

graduated from Singapore Nanyang Technological University with a Bachelor’s Degree with Honors in Business, specializing in Banking

have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight,

private equity investment management and capital markets experience.

Included in this group is Mr.

William Wu, Mr.

Wong Shui Yeung (Frankie)

Wong Tat Keung (Aston).

Included in this group is William Wu, Wong Shui Yeung (Frankie)

and Wong Tat Keung (Aston).

Wu has served as a member of our Board of Directors since January of 2022.

Wu previously served as the Executive

Director and Chief Executive Officer of Power Financial Group Limited from November 2017 to January 2019.

Wu has served on the

Board of Directors of Alset Inc.

Wu previously served as the Executive Director

and Chief Executive Officer of Power Financial Group Limited from November 2017 to January 2019.

Wu has served on the Board of Directors

of Alset Inc.

since November of 2020.

Wu has served as an independent non-executive director of JY Grandmark

Holdings Limited since November 2019.

Wu has served as an independent non-executive director of JY Grandmark Holdings Limited since

November 2019.

Wu has served as a member of the Board of Directors of DSS, Inc.

since October of 2019.

Wu has served as a Director of Asia Allied Infrastructure Holdings Limited since February 2015.

Wu previously served as a

Director and Chief Executive Officer of RHB Hong Kong Limited from April 2011 to October 2017.

Wu served as the Chief Executive

Officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September

Wu holds a Bachelor of Business Administration degree and a Master of Business Administration degree of Simon Fraser

University in Canada.

He was qualified as a Chartered Financial Analyst of The Institute of Chartered Financial Analysts in

Wu has served as a Director

of Asia Allied Infrastructure Holdings Limited since February 2015.

Wu previously served as a Director and Chief Executive Officer

of RHB Hong Kong Limited from April 2011 to October 2017.

Wu served as the Chief Executive Officer of SW Kingsway Capital Holdings

Limited (now known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September 2010.

Wu holds a Bachelor of Business

Administration degree and a Master of Business Administration degree of Simon Fraser University in Canada.

He was qualified as a Chartered

Financial Analyst of The Institute of Chartered Financial Analysts in 1996.

Wu previously worked for a number of international investment banks and possesses over 28 years of experience in the investment banking,

6 unchanged sentences

and qualifies him to serve as an independent member of the board.

Qualifications of Mr.

Wu demonstrates extensive knowledge of complex, cross-border financial matters highly relevant to our business, making him well-qualified

3 unchanged sentences

Wong has served as a member of our Board of Directors since January of 2022.

Wong is a practicing

member and fellow of Hong Kong Institute of Certified Public Accountants.

He holds a bachelor’s degree in business

administration.

He has over 25 years’ experience in accounting, auditing, corporate finance, corporate investment and

development, and company secretarial practice.

Wong is a practicing member

and fellow of Hong Kong Institute of Certified Public Accountants.

He holds a bachelor’s degree in business administration.

has over 25 years’ experience in accounting, auditing, corporate finance, corporate investment and development, and company secretarial

Wong has served as a director of Alset Inc.

since November 2021 and

July 2022 respectively, the shares of which are listed on NASDAQ, Value Exchange International, Inc.

since April 2022, the shares of

which are listed on the OTCQB.

He has served as an independent non-executive director of Alset International Limited since June

2017, the shares of which are listed on the Catalist Board of the Singapore Stock Exchange and First Credit Finance Group Limited

since February 2024, the shares of which are listed on the GEM Board of The Stock Exchange of Hong Kong Limited.

Independent Non-Executive Director of SMI Holdings Group Limited from April 2017 to December 2020 and SMI Culture & Travel Group

Holdings Limited from December 2019 to November 2020, the shares of which were listed on the Main Board of The Stock Exchange of

Hong Kong Limited.

Qualifications of Mr.

since November 2021 and July 2022, respectively, the shares of

which are listed on NASDAQ and NYSE, respectively, and Value Exchange International, Inc.

since April 2022, the shares of which are listed

on the OTCQB.

He has served as an independent non-executive director of Alset International Limited since June 2017, the shares of which

are listed on the Catalist Board of the Singapore Stock Exchange and First Credit Finance Group Limited since February 2024, the shares

of which are listed on the GEM Board of The Stock Exchange of Hong Kong Limited.

Wong was an Independent Non-Executive Director of

SMI Holdings Group Limited from April 2017 to December 2020 and SMI Culture & Travel Group Holdings Limited from December 2019 to

November 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong Limited.

Wong’s knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business, as well as working

6 unchanged sentences

experience in audit, accounting, taxation and business advisory.

Wong has served as a director of Alset Inc.

since November 2020.

Since 2010, Mr.

Wong has served as the director of Aston Wong CPA Limited.

He has been an independent non-executive director of Alset

International since January 2017, and a director of Alset Inc.

He has been an independent non-executive director of Alset International since January 2017, and a director of Alset Inc.

since November

Wong has been an independent non-executive director

of Roma Group Limited, a valuation and technical advisory firm, since March 2016, and has served as an independent non-executive director

of Lerthai Group Limited, a property, investment, management and development company, since December 2018.

Previously, he served as the

director and sole proprietor of Aston Wong & Co., a registered certified public accounting firm, from January 2006 to February 2010.

From January 2005 to December 2005, he was a Partner at Aston Wong, Chan & Co., Certified Public Accountants.

From April 2003 to

December 2004, he served at Gary Cheng & Co., Certified Public Accountants as Audit Senior.

He served as an Audit Junior to Supervisor

of Hui Sik Wing & Co., certified public accountants from April 1993 to December 1999.

He served as an independent non-executive director

of SingHaiyi from July 2009 to July 2013 and ZH Holdings from December 2009 to July 2015.

Wong is a Certified Public Accountant admitted

to practice in Hong Kong.

He is a Fellow Member of Association of Chartered Certified Accountants and an Associate Member of the Hong

Kong Institute of Certified Public Accountants.

He holds a Master in Business Administration degree (financial services) from the University

of Greenwich, London, England.

Qualifications of Mr.

Wong has been an independent non-executive director of Roma Group Limited, a valuation and technical advisory firm, since March

2016, and has served as an independent non-executive director of Lerthai Group Limited, a property, investment, management and development

company, since December 2018.

Previously, he served as the director and sole proprietor of Aston Wong & Co., a registered certified

public accounting firm, from January 2006 to February 2010.

From January 2005 to December 2005, he was a Partner at Aston Wong, Chan

& Co., Certified Public Accountants.

From April 2003 to December 2004, he served at Gary Cheng & Co., Certified Public Accountants

as Audit Senior.

He served as an Audit Junior to Supervisor of Hui Sik Wing & Co., certified public accountants from April 1993 to

December 1999.

He served as an independent non-executive director of SingHaiyi from July 2009 to July 2013 and ZH Holdings from December

2009 to July 2015.

Wong is a Certified Public Accountant admitted to practice in Hong Kong.

He is a Fellow Member of Association

of Chartered Certified Accountants and an Associate Member of the Hong Kong Institute of Certified Public Accountants.

He holds a Master

in Business Administration degree (financial services) from the University of Greenwich, London, England.

Wong demonstrates extensive knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business,

6 unchanged sentences

our knowledge, no director, officer or beneficial owner of more than ten percent of any class of our equity securities, failed to file

on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended November 30, 2023.

on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2024.

adopted a code of ethics on January 31, 2022, that applies to our principal executive officer, principal financial officer, principal

2 unchanged sentences

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee.

Trading Policy

March 18, 2025 we adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities

by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations,

and applicable Nasdaq listing standards (the “Insider Trading Policy”).

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

Board of Directors has an Audit Committee and a Compensation Committee.

17 unchanged sentences

opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

the closing of the initial business combination, the Company’s Code of Ethics will be amended to require it to avoid, wherever

possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved

by the Board (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate amount involved

will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3)

any (a) executive officer, director or nominee for election as a director, (b) greater than 4% beneficial owner of the Company Common

Stock, or (c) immediate family member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material

interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest

situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits

as a result of his or her position.

As a result of the close relationship between HWH and the Company, in the event that the initial

business combination with HWH is consummated, it will not be possible to avoid such related party conflicts.

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Company’s Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions

11 unchanged sentences

conflict of interest on the part of a director, employee or officer.

a result of the relationship between HWH and the Company, the Company obtained a fairness opinion in connection with the board’s

approval of the Agreement and Plan of Merger with HWH.

a result of the relationship between HWH Nevada and the Company, the Company obtained a fairness opinion in connection with the board’s

approval of the Agreement and Plan of Merger with HWH Nevada.

Executive Compensation.

otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us”

and other similar terms refer to HWH International Inc.

before the Business Combination.

None of our executive officers has received any cash compensation for services

rendered to us.

We agreed to pay to our Alset Management Group Inc.

a total of $10,000 per month for office space, utilities and secretarial

and administrative support.

Upon completion of our initial business combination or our liquidation, we ceased paying these monthly fees.

No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a

loan, will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors, prior to, or in

connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the

type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with

activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the Trust Account.

Other than quarterly

audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments

to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial

business combination.

the completion of our initial business combination, directors or members of our management team who remain with us or the Combined Company

may be paid consulting or management fees, or other fees, from the Combined Company.

We have not established any limit on the amount

of such fees that may be paid by the Combined Company to our directors or members of management.

It is unlikely the amount of such compensation

will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be

responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended

to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority

of the independent directors on our board of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our officers and directors that provide for benefits upon termination of employment.

of our executive officers has received any cash compensation for services rendered to us.

We agreed to pay to Alset Management Group

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

Upon completion of the Business

Combination, we ceased paying these monthly fees.

No compensation of any kind, including any finder’s fee, reimbursement, consulting

fee or monies in respect of any payment of a loan, was paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor,

officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of the Business

Combination (regardless of the type of transaction that it is).

However, these individuals were reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on

suitable business combinations.

Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, officers

or directors or our or their affiliates.

Any such payments prior to the Business Combination were made using funds held outside the Trust

Other than quarterly Audit Committee’s review of such payments, we do not expect to have any additional controls in place

governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection

with identifying and consummating the Business Combination.

the completion of the Business Combination, directors or members of our management team who remained with the Company may be paid consulting

or management fees, or other fees, from the Company.

We have not established any limit on the amount of such fees that may be paid by

the Company to our directors or members of management.

No compensation has been paid to the Company’s Chairman for his services.

In 2024 we set the cash compensation for our three independent directors at $10,000 per year, to be paid in quarterly increments of $2,500

beginning with the quarter which ended on March 31, 2024.

following table sets forth the cash and non-cash compensation awarded to or earned by the members of our Board of Directors during the

fiscal year ended December 31, 2024:

Directors’ Fee

Total Compensation

Wong Tat Keung

Wong Shui Yeung

Chan Heng Fai

Equity Awards at Fiscal Year-End

12 unchanged sentences

following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stock

as of February 28, 2024, referred to in the table below as the “Beneficial Ownership Date,” by:

as of March 31, 2025, referred to in the table below as the “Beneficial Ownership Date,” by:

person who is known to be the beneficial owner of 5% or more of the outstanding shares of our common stock;

12 unchanged sentences

in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.

Name and Address

Shares Beneficially

Percentage of

Common Shares (1)

Directors and Executive Officers (2):

and Executive Officers (2):

Heng Fai Ambrose Chan (3)(4)

John “JT” Thatch

Rongguo (Ronald) Wei

2 unchanged sentences

Wong Tat Keung

All Directors and Officers (7 individuals)

Alset Acquisition Sponsor, LLC (3)

All Directors and Officers

(7 individuals)

Alset Acquisition Sponsor,

Alset International Limited

Other Stockholders:

upon 16,223,301 shares of Common Stock outstanding as of February 28, 2024

Stockholders:

upon 6,476,400 shares of Common Stock outstanding as of March 31, 2025.

mailing address for each individual and entity set forth above is c/o HWH International Inc., 4800 Montgomery Lane, Suite 210, MD

8 unchanged sentences

to the extent of his pecuniary interest.

Heng Fai Ambrose Chan directly owns 13,000 shares of HWH International Inc.

Fai Ambrose Chan directly owns 2,600 shares of HWH International Inc.

Certain Relationships and Related Transactions, and Director Independence.

1 unchanged sentence

and Procedures for Transactions with Related Persons

the initial business combination, the Company’s Code of Ethics will be amended to require it to avoid, wherever possible, all related

party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or

the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be

expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive

officer, director or nominee for election as a director, (b) greater than 4% beneficial owner of the Company Common Stock, or (c) immediate

family member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than

solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest situation can arise

when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

the Business Combination, the Company’s Code of Ethics was amended to require it to avoid, wherever possible, all related party

transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or the Audit

Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected

to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive officer,

director or nominee for election as a director, (b) greater than 4% beneficial owner of the Company Common Stock, or (c) immediate family

member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely

as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict-of-interest situation can arise when

a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her

As a result of the relationship between HWH and the Company, in the event that the initial business combination with HWH is

consummated, it will not be possible to avoid such related party conflicts.

Company’s Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions

11 unchanged sentences

conflict of interest on the part of a director, employee or officer.

a result of the relationship between the Company and HWH, the Company obtained a fairness opinion in connection with the board’s

approval of the Agreement and plan of Merger with HWH.

a result of the relationship between the Company and HWH Nevada, the Company obtained a fairness opinion in connection with the board’s

approval of the Agreement and plan of Merger with HWH Nevada.

with Related Persons, Promoters, and Certain Control Persons

14 unchanged sentences

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 2022, there was no amount

outstanding under the Promissory Note.

from Related Party

2 unchanged sentences

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.

During the year ended December 31, 2023, the Sponsor paid a total of $33,475 of operating costs on behalf

of the Company.

During the year ended December 31, 2023, the Company repaid the outstanding balance.

As of December 31, 2024 and 2023,

$0 and $0 was due to the related party, respectively.

and Administrative Services

The Company agreed to pay the Alset Management Group Inc.

a total of $10,000

per month for office space, utilities and secretarial and administrative support for up to 24 months commencing on the date the Units

were first listed on the Nasdaq.

Upon completion of the Initial Business Combination the Company ceased paying these monthly fees.

the years ended November 30, 2023 and 2022, the Company recorded a charge of $120,000 and $100,000, respectively, to the statement of

operations pursuant to the agreement.

Company agreed to pay the Alset Management Group Inc.

a total of $10,000 per month for office space, utilities and secretarial and administrative

support for up to 24 months commencing on the date the Units were first listed on the Nasdaq.

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.

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.

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 loan.

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.

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.

to Alset International Limited

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

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

There is no written,

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

Since the amount due to

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

The amounts due to AIL at December 31, 2024 and 2023 are $5,096,0 47

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.

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 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 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.

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.

Principal Accounting Fees and Services

following table indicates the fees paid by us for services performed for the years ended November 30, 2023 and November 30, 2022:

November 30, 2023

November 30, 2022

following table indicates the fees paid by us for services performed for the years ended December 31, 2024 and 2023:

Audit-Related Fees

1 unchanged sentence

This category includes the aggregate fees billed for professional services rendered by the independent auditors

during the years ended November 30, 2023 and November 30, 2022 for the audit of our consolidated financial statements and review of previous

years’ Form 10-Qs.

during the years ended December 31, 2024 and 2023 for the audit of our consolidated financial statements and review of previous years’

This category includes the aggregate fees billed for tax services rendered in the preparation of our federal and

1 unchanged sentence

This category includes the aggregate fees billed for all other services, exclusive of the fees disclosed above,

rendered during the years ended November 30, 2023 and November 30, 2022.

rendered during the years ended December 31, 2024 and 2023.

Exhibit and Financial Statement Schedules

List of Financial statements included in Part II hereof:

Consolidated Balance Sheets as of November 30, 2023 and November 30, 2022

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 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)

List of Financial Statement schedules included in Part IV hereof:

following exhibits are filed with this report or incorporated by reference:

Agreement, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on

February 8, 2022

Agreement dated September 9, 2022 by and among Alset Capital Acquisition Corp., HWH Merger Sub, Inc.

and HWH International Inc.,

incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on September 12, 2022.

and Restated Certificate of Incorporation dated February 2, 2022, incorporated by reference to Exhibit 3.1 of the Registrant’s

Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Laws, incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on

January 13, 2022.

to the Amended and Restated Certificate of Incorporation of Alset Capital Acquisition Corp., dated May 2, 2023, incorporated by reference

to Exhibit 3.1 of the registrant’s current report on Form 8-K filed with the SEC on May 3, 2023 .

to Certificate of Incorporation, incorporated by reference to the registrant’s current report on Form 8-K filed with the SEC

on November 3, 2023.

Unit Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 filed with

the SEC on January 13, 2022

Class A Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form

S-1 filed with the SEC on January 13, 2022

Warrant Certificate, incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-1 filed

with the SEC on January 13, 2022

Right Certificate, incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-1 filed with

the SEC on January 13, 2022

Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current

Report on Form 8-K/A filed with the SEC on February 8, 2022

Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current

Report on Form 8-K/A filed with the SEC on February 8, 2022

Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Merger Agreement dated September 9, 2022 by and among Alset Capital Acquisition Corp., HWH Merger Sub, Inc.

and HWH International Inc., incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on September 12, 2022.

Amended and Restated Certificate of Incorporation dated February 2, 2022, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

By Laws, incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Amendment to the Amended and Restated Certificate of Incorporation of Alset Capital Acquisition Corp., dated May 2, 2023, incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K filed with the SEC on May 3, 2023.

Amendment to Certificate of Incorporation, incorporated by reference to the registrant’s current report on Form 8-K filed with the SEC on November 3, 2023.

Specimen Unit Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Specimen Class A Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Specimen Warrant Certificate, incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Specimen Right Certificate, incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Warrant Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Rights Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934

Agreement among the Registrant and our officers, directors and Alset Management Group, Inc., incorporated by reference to Exhibit

10.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Note, dated November 8, 2021, issued to Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s

Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Management Trust Agreement between Wilmington Trust Company and the Registrant, incorporated by reference to Exhibit 10.2 of the

Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Rights Agreement between the Registrant and certain security holders, incorporated by reference to Exhibit 10.3 of the Registrant’s

Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Subscription Agreement, dated November 8, 2021, between the Registrant and Alset Acquisition Sponsor LLC, incorporated by reference

to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Unit Purchase Agreement between the Registrant and Alset Acquisition Sponsor, LLC, incorporated by reference to Exhibit 10.4 of the

Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

of Indemnity Agreement, incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed

with the SEC on January 13, 2022.

Administrative

Support Agreement by and between the Registrant and Alset Management Group, Inc., incorporated by reference to Exhibit 10.6 of the

Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp.

and each of the Persons set forth on

Schedule I attached thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 12, 2022.

Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp., HWH International Inc.

the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on

September 12, 2022.

1 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report

on Form 8-K filed with the SEC on May 3, 2023.

of Forward Share Purchase Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.1 of the registrant’s current

report on Form 8-K filed with the SEC on July 31, 2023.

of FPA Funding Amount PIPE Subscription Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.2 of the registrant’s

current report on Form 8-K filed with the SEC on July 31, 2023.

2 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report

on Form 8-K filed with the SEC on November 3, 2023.

and Discharge Agreement, dated December 18, 2023, incorporated by reference to Exhibit 10.3 of the registrant’s current report

on Form 8-K filed with the SEC on January 12, 2024.

of Ethics, incorporated by reference to Exhibit 14 of the Registrant’s Registration Statement on Form S-1 filed with the SEC

on January 13, 2022

Letter Agreement among the Registrant and our officers, directors and Alset Management Group, Inc., incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Promissory Note, dated November 8, 2021, issued to Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Investment Management Trust Agreement between Wilmington Trust Company and the Registrant, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Registration Rights Agreement between the Registrant and certain security holders, incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Securities Subscription Agreement, dated November 8, 2021, between the Registrant and Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Placement Unit Purchase Agreement between the Registrant and Alset Acquisition Sponsor, LLC, incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Form of Indemnity Agreement, incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022 .

Administrative Support Agreement by and between the Registrant and Alset Management Group, Inc., incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Sponsor Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp.

and each of the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 12, 2022.

Shareholder Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp., HWH International Inc.

and each of the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on September 12, 2022.

Amendment No.

1 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on May 3, 2023.

Form of Forward Share Purchase Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on July 31, 2023.

Form of FPA Funding Amount PIPE Subscription Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K filed with the SEC on July 31, 2023.

Amendment No.

2 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on November 3, 2023.

Satisfaction and Discharge Agreement, dated December 18, 2023, incorporated by reference to Exhibit 10.3 of the registrant’s current report on Form 8-K filed with the SEC on January 12, 2024.

Credit Facility Agreement dated April 24, 2024, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on April 25, 2024.

Debt Conversion Agreement dated September 24, 2024, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on September 25, 2024.

Stock Purchase Agreement dated November 25, 2024, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on November 26, 2024.

Stock Purchase Agreement dated December 24, 2024, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on December 26, 2024.

Code of Ethics, incorporated by reference to Exhibit 14 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Insider Trading Policy

Subsidiaries of the Company

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy of HWH International Inc.

Committee Charter, incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-1 filed with

the SEC on January 13, 2022

Committee Charter, incorporated by reference to Exhibit 99.2 of the Registrant’s Registration Statement on Form S-1 filed with

the SEC on January 13, 2022

Clawback Policy of HWH International Inc., incorporated by reference to Exhibit 97.1 of the registrant’s annual report on Form 10-K filed with the SEC on February 28, 2024

Audit Committee Charter, incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Compensation Committee Charter, incorporated by reference to Exhibit 99.2 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Instance Document

10 unchanged sentences

International Inc.

February 28, 2024

March 31, 2025

Rongguo (Ronald) Wei

3 unchanged sentences

Executive Officer

March 31, 2025

Executive Officer)

1 unchanged sentence

Financial Officer

March 31, 2025

Financial Officer and

1 unchanged sentence

Wong Shui Yeung (Frankie)

March 31, 2025

Shui Yeung (Frankie)

March 31, 2025

Wong Tat Keung (Aston)

March 31, 2025

Tat Keung (Aston)

Heng Fai Ambrose Chan

March 31, 2025

Fai Ambrose Chan

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 9A. Controls and Procedures