HWH filing — read by section

Item 8. Financial Statements and Supplementary Data

Item
8. Financial Statements and Supplementary Data 

 HWH
INTERNATIONAL INC. 

 (Formerly
known as Alset Capital Acquisition Corp.) 

 CONSOLIDATED
FINANCIAL STATEMENTS 

 December
31, 2024 and 2023 

 Contents 
 
 Page(s) 

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 606 ) 
 
 F-1 

 Consolidated
 Balance Sheets as of December 31, 2024 and 2023 (recast) 
 
 F-2 

 Consolidated
 Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2024 and 2023 (recast) 
 
 F-3 

 Consolidated
 Statements of Changes in Stockholders’ (Deficit) for the Years Ended December 31, 2024 and 2023 (recast) 
 
 F-4 

 Consolidated
 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 (recast) 
 
 F-5 

 Notes to the Consolidated Financial Statements 
 
 F-6 

 22 

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 To
the Board of Directors and Stockholders of 

 HWH
International Inc. and Subsidiaries 

 Bethesda,
Maryland 

 Opinion
on the Consolidated Financial Statements 

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

 Basis
for Opinion 

 These
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. 

 We
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 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. 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. Accordingly, we express no such opinion. 

 Our
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. 

 Emphasis
of Matter 

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

 We
have served as the Company’s auditor since 2022. 

 Jericho,
New York 

 March
31, 2025 

 F- 1 

 HWH
INTERNATIONAL INC. 

 (Formerly
known as Alset Capital Acquisition Corp.) 

 CONSOLIDATED
BALANCE SHEETS 

 December 31, 2024 
 December 31, 2023 
 (recast) 
 
 ASSETS 
 
 Current Assets 
 
 Cash 
 $ 4,341,746 
 $ 1,159,201 

 Account receivable, net 
 17,546 
 28,611 

 Inventory 
 1,574 
 1,977 

 Other receivables, net 
 342,712 
 41,203 

 Convertible loans receivable - related party, at fair value 
 744,652 
 - 

 Investment security – related party 
 13,272 
 - 

 Prepaid expenses 
 13,495 
 106,862 

 Total Current Assets 
 $ 5,474,997 
 $ 1,337,854 

 Non-Current Assets 
 
 Property and equipment, net 
 $ 33,588 
 $ 129,230 

 Cash and marketable securities held in Trust Account 
 - 
 21,346,768 

 Deposits 
 351,240 
 298,324 

 Investment at cost 
 140 
 - 

 Operating lease right-of-use assets, net 
 548,757 
 598,508 

 Total Non-Current Assets 
 $ 933,725 
 $ 22,372,830 

 TOTAL ASSETS 
 $ 6,408,722 
 $ 23,710,684 

 LIABILITIES AND STOCKHOLDERS’ DEFICIT 
 
 Current Liabilities 
 
 Accounts payable and accrued expenses 
 $ 483,430 
 $ 167,355 

 Accrued commissions 
 73,022 
 85,206 

 Due to related parties, net 
 1,191,960 
 2,323,800 

 Operating lease liabilities - current 
 340,651 
 429,687 

 Deferred underwriting fee payable 
 - 
 3,018,750 

 Notes payable - current 
 1,222,211 
 - 

 Total Current Liabilities 
 $ 3,311,274 
 $ 6,024,798 

 Non-Current Liabilities 
 
 Operating lease liabilities - non-current 
 $ 220,249 
 $ 182,380 

 Total Non-Current Liabilities 
 $ 220,249 
 $ 182,380 

 Commitments and Contingencies (Note 15) 
 - 
 - 

 Temporary equity: 
 
 Class A common stock subject to possible redemption; 395,207 shares (at approximately $ 53.40 per share) as of December 31, 2023* 
 $ - 
 $ 21,102,871 

 Stockholders’ Equity 
 
 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2024 and 2023 
 - 
 - 

 Common stock, $ 0.0001 
 par value; 50,000,000 shares authorized;
 5,593,920 and 2,000 
 issued and outstanding as of December 31, 2024 and 2023, respectively * 
 559 
 - 

 Class A common stock, $ 0.0001 
 par value; 50,000,000 
 shares authorized; 0 
 and 94,750 issued and outstanding as of December 31, 2024 and 2023, respectively * 
 - 
 9 

 Class B common stock, $ 0.0001 
 par value; 50,000,000 
 shares authorized; 0 
 and 431,250 
 issued and outstanding as of December 31, 2024 and 2023, respectively * 
 - 
 43 

 Common stock value 
 - 
 43 

 Additional paid in capital 
 9,339,413 
 155,984 

 Accumulated other comprehensive loss 
 ( 416,861 ) 
 ( 197,051 ) 

 Accumulated deficit 
 ( 6,157,747 ) 
 ( 3,567,016 ) 

 Total HWH International Inc. Stockholders’ equity (deficit) 
 $ 2,765,364 
 $ ( 3,608,031 ) 

 Non-controlling interests 
 111,835 
 8,666 

 Total Stockholders’ Equity (Deficit) 
 2,877,199 
 ( 3,599,365 ) 

 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 
 $ 6,408,722 
 $ 23,710,684 

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

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

 F- 2 

 HWH
INTERNATIONAL INC. 

 (Formerly
known as Alset Capital Acquisition Corp.) 

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS 

 Year Ended 
 December 31, 2024 
 
 Year Ended 
 December 31, 2023 
 (recast) 
 
 Revenue 
 
 - Membership 
 $ - 
 $ 12,293 

 - Non-membership 
 1,253,577 
 818,226 

 Total Revenue 
 $ 1,253,577 
 $ 830,519 

 Cost of revenue 
 
 - Membership 
 $ - 
 $ ( 13,827 ) 

 - Non-membership 
 ( 651,721 ) 
 ( 320,998 ) 

 Total Cost of revenue 
 $ ( 651,721 ) 
 $ ( 334,825 ) 

 Gross profit 
 $ 601,856 
 $ 495,694 

 Operating expenses: 
 
 General and administrative expenses 
 $ ( 2,646,627 ) 
 $ ( 2,908,895 ) 

 Impairment of convertible note receivable – related party, and equity method investment - related party 
 ( 42,328 ) 
 ( 493,898 ) 

 Impairment loss on goodwill 
 ( 323,864 ) 
 - 

 Impairment of investment in Joint Venture 
 ( 14,205 
 ) 
 - 

 Total Operating expenses 
 $ ( 3,027,024 ) 
 $ ( 3,402,793 ) 

 Other income (expense) 
 
 Other income 
 $ 345,997 
 $ 2,210,921 

 Interest expense 
 ( 72,076 ) 
 - 

 Foreign exchange transaction (loss) gain 
 ( 55,221 ) 
 68,797 

 Loss on equity method investment - related party 
 ( 20,149 ) 
 ( 33,898 ) 

 Unrealized loss on convertible note receivable – related party 
 ( 379,887 ) 
 - 

 Total Other (expense) income 
 $ ( 181,336 ) 
 $ 2,245,820 

 Loss before provision for income taxes 
 ( 2,606,504 ) 
 ( 661,279 ) 

 Provision for income taxes 
 - 
 ( 415,383 ) 

 Net loss 
 $ ( 2,606,504 ) 
 $ ( 1,076,662 ) 

 Less: Net (loss) income attributable to non-controlling Interests 
 ( 15,773 ) 
 3,830 

 Net loss attributable to common stockholders 
 $ ( 2,590,731 ) 
 $ ( 1,080,492 ) 

 Net Loss 
 ( 2,606,504 ) 
 ( 1,076,662 ) 

 Other comprehensive (loss) income, net of tax: 
 
 Foreign currency translation adjustment 
 $ ( 219,898 ) 
 $ ( 49,045 ) 

 Total comprehensive (loss), net of tax: 
 $ ( 2,826,402 ) 
 $ ( 1,125,707 ) 

 Less Comprehensive (loss) income attributable to non-controlling interests 
 ( 15,861 ) 
 3,830 

 Total Comprehensive loss attributable to common stockholders 
 $ ( 2,810,541 ) 
 $ ( 1,129,537 ) 

 Year
 Ended December 31, 2024 
 
 Year
 Ended December 31, 2023 
 
 Common
 stock 
 
 Class
 A common stock 
 
 Class
 B common stock 
 
 Common
 stock 
 
 Class
 A common stock 
 
 Class
 B common stock 
 
 Loss
 per common share 
 
 Basic 
 
 $ 
 ( 0.72 
 ) 
 
 $ 
 ( 0.72 
 ) 
 
 $ 
 ( 0.72 
 ) 
 
 $ 
 ( 2.05 
 ) 
 
 $ 
 ( 2.05 
 ) 
 
 $ 
 ( 2.05 
 ) 

 Diluted 
 
 $ 
 ( 0.72 
 ) 
 
 $ 
 ( 0.72 
 ) 
 
 $ 
 ( 0.72 
 ) 
 
 $ 
 ( 2.05 
 ) 
 
 $ 
 ( 2.05 
 ) 
 
 $ 
 ( 2.05 
 ) 

 Weighted
 average number of common shares outstanding * 
 
 Basic * 
 
 3,595,124 
 
 2,071 
 
 9,426 
 
 2,000 
 
 94,750 
 
 431,250 
 
 Diluted * 
 
 3,595,124 
 
 2,071 
 
 9,426 
 
 2,000 
 
 94,750 
 
 431,250 
 
 * 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 

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

 F- 3 

 HWH
INTERNATIONAL INC. 

 (Formerly
known as Alset Capital Acquisition Corp.) 

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) 

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

 Class
 A Common stock 
 
 Class
 B Common stock 
 
 Common
 Stock 
 
 Total
HWH 
 
 Shares 
 
 Par
 Value $0.0001 
 
 Shares 
 
 Par
 Value $0.0001 
 
 Shares 
 
 Par
 Value $0.0001 
 
 Additional Paid in Capital 
 
 Accumulated 

 Other 
 Comprehensive (Loss) 
 
 Accumulated
 Deficit 
 
 International
 Inc. Stockholders’ 

 deficit 
 
 Non- 

 controlling interests 
 
 Total 

 Stockholders’

 deficit 
 
 Balances at December 31, 2022
 
 94,750 
 
 $ 
 9 
 
 431,250 
 
 $ 
 43 
 
 2,000 
 
 $ 
 - 
 
 $ 
 221 
 
 $ 
 ( 148,006 
 ) 
 
 $ 
 ( 1,235,959 
 ) 
 
 $ 
 ( 1,383,692 
 ) 
 
 $ 
 4,836 
 
 $ 
 ( 1,378,856 
 ) 

 Remeasurement of Class A common stock to redemption
 value 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 ( 1,045,260 
 
 $ 
 ( 1,045,260 
 ) 
 
 - 
 
 $ 
 ( 1,045,260 
 ) 

 Contribution from Majority Stockholder 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 155,763 
 
 - 
 
 - 
 
 155,763 
 
 - 
 
 155,763 
 
 Extension Loan 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 ( 205,305 
 ) 
 
 $ 
 ( 205,305 
 ) 
 
 - 
 
 $ 
 ( 205,305 
 ) 

 Net (loss) income 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 ( 1,080,492 
 ) 
 
 $ 
 ( 1,080,492 
 ) 
 
 $ 
 3,830 
 
 $ 
 ( 1,076,662 
 ) 

 Foreign currency translation adjustment 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 ( 49,045 
 ) 
 
 - 
 
 $ 
 ( 49,045 
 ) 
 
 $ 
 ( 49,045 
 ) 

 Balances at December 31, 2023 
 
 94,750 
 
 $ 
 9 
 
 431,250 
 
 $ 
 43 
 
 2,000 
 
 $ 
 - 
 
 $ 
 155,984 
 
 $ 
 ( 197,051 
 ) 
 
 $ 
 ( 3,567,016 
 ) 
 
 $ 
 ( 3,608,031 
 ) 
 
 $ 
 8,666 
 
 $ 
 ( 3,599,365 
 ) 

 Balance 
 
 94,750 
 
 $ 
 9 
 
 431,250 
 
 $ 
 43 
 
 2,000 
 
 $ 
 - 
 
 $ 
 155,984 
 
 $ 
 ( 197,051 
 ) 
 
 $ 
 ( 3,567,016 
 ) 
 
 $ 
 ( 3,608,031 
 ) 
 
 $ 
 8,666 
 
 $ 
 ( 3,599,365 
 ) 

 Issuance of Common Stock to EF Hutton for Deferred
 Underwriting Compensation 
 
 - 
 
 - 
 
 - 
 
 - 
 
 29,889 
 
 $ 
 3 
 
 $ 
 1,509,387 
 
 - 
 
 - 
 
 $ 
 1,509,390 
 
 - 
 
 $ 
 1,509,390 
 
 Issuance of Common Stock during Merger 
 
 - 
 
 - 
 
 - 
 
 - 
 
 2,686,772 
 
 $ 
 269 
 
 $ 
 ( 294 
 ) 
 
 - 
 
 - 
 
 $ 
 ( 25 
 ) 
 
 - 
 
 $ 
 ( 25 
 ) 

 Issuance of Common Stock to AI 
 
 - 
 
 - 
 
 - 
 
 - 
 
 1,142,352 
 
 $ 
 114 
 
 $ 
 3,584,886 
 
 - 
 
 - 
 
 $ 
 3,585,000 
 
 - 
 
 $ 
 3,585,000 
 
 Convert Common Stock Class A and B to Common Stock
 
 ( 94,750 
 ) 
 
 $ 
 ( 9 
 ) 
 
 ( 431,250 
 ) 
 
 $ 
 ( 43 
 ) 
 
 526,000 
 
 $ 
 52 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 Revaluation for SHRG note receivable and warrants 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 287,812 
 
 - 
 
 - 
 
 $ 
 287,812 
 
 $ 
 - 
 
 $ 
 287,812 
 
 Change in Non-Controlling Interest Ketomei 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 119,030 
 
 $ 
 119,030 
 
 AI and AIL Debt conversion to shares 
 
 - 
 
 - 
 
 - 
 
 - 
 
 1,206,907 
 
 121 
 
 $ 
 3,801,638 
 
 - 
 
 - 
 
 $ 
 3,801,759 
 
 - 
 
 $ 
 3,801,759 
 
 Net loss 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 ( 2,590,731 
 ) 
 
 $ 
 ( 2,590,731 
 ) 
 
 $ 
 ( 15,773 
 ) 
 
 $ 
 ( 2,606,504 
 ) 

 Net
 income (loss) 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 ( 2,590,731 
 ) 
 
 $ 
 ( 2,590,731 
 ) 
 
 $ 
 ( 15,773 
 ) 
 
 $ 
 ( 2,606,504 
 ) 

 Foreign currency translation adjustment 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 ( 219,810 
 ) 
 
 - 
 
 $ 
 ( 219,810 
 ) 
 
 $ 
 ( 88 
 ) 
 
 $ 
 ( 219,898 
 ) 

 Balances at December 31, 2024 
 
 - 
 
 - 
 
 - 
 
 - 
 
 5,593,920 
 
 $ 
 559 
 
 $ 
 9,339,413 
 
 $ 
 ( 416,861 
 ) 
 
 $ 
 ( 6,157,747 
 ) 
 
 $ 
 2,765,364 
 
 $ 
 111,835 
 
 $ 
 2,877,199 
 
 Balance 
 
 - 
 
 - 
 
 - 
 
 - 
 
 5,593,920 
 
 $ 
 559 
 
 $ 
 9,339,413 
 
 $ 
 ( 416,861 
 ) 
 
 $ 
 ( 6,157,747 
 ) 
 
 $ 
 2,765,364 
 
 $ 
 111,835 
 
 $ 
 2,877,199 
 
 The
accompanying notes are an integral part of these consolidated financial statements. 

 F- 4 

 HWH
INTERNATIONAL INC. 

 (Formerly
known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS 

 Year
 Ended 
 December 31, 2024 
 
 Year
 Ended 
 December 31, 2023 
 (recast) 
 
 Cash flows from operating activities: 
 
 Net loss 
 $ ( 2,606,504 ) 
 $ ( 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) 
 55,221 
 ( 68,797 ) 

 Loss on equity method investment - related party 
 20,149 
 33,898 

 Depreciation expense 
 48,172 
 58,006 

 Non-cash lease expense 
 490,122 
 509,340 

 Inventory write off expenses 
 - 
 30,752 

 Impairment of convertible note receivable – related party, and equity method investment - related party 
 42,328 
 493,898 

 Impairment loss on goodwill 
 323,864 
 - 

 Impairment in investment in Joint Venture 
 14,205 
 
 - 

 Unrealized loss on convertible note receivable – related party 
 379,887 
 - 

 Loss on disposal of equipment 
 5,878 
 - 

 Impairment loss on equipment 
 69,293 
 - 

 Bad debt written off 
 11,177 
 - 

 Changes in operating assets and liabilities: 
 
 Account receivables 
 5,384 
 187,813 

 Other receivables 
 ( 299,525 ) 
 ( 375,745 ) 

 Prepaid expenses 
 90,398 
 ( 93,263 ) 

 Deposit 
 ( 71,147 ) 
 1,008 

 Inventory 
 336 
 184 

 Accounts payable and accrued expenses 
 228,644 
 306,299 

 Accrued commissions 
 ( 1,904 ) 
 ( 54,247 ) 

 Deferred revenue 
 - 
 ( 21,198 ) 

 Operating lease liabilities 
 ( 465,977 ) 
 ( 508,018 ) 

 Net cash used in operating activities 
 $ ( 1,659,999 ) 
 $ ( 2,600,370 ) 

 Cash flows from investing activities: 
 
 Purchases of property and equipment 
 $ ( 30,394 ) 
 $ ( 14,574 ) 

 Convertible loans receivable - related party 
 ( 850,000 ) 
 - 

 Investment at cost 
 ( 14,345 ) 
 - 

 Cash withdrawn from Trust Account for redemptions 
 21,102,871 
 299,958 

 Cash withdrawn from Trust Account available to the Company 
 243,897 
 68,351,348 

 Cash deposited into Trust Account 
 - 
 ( 205,305 ) 

 Net cash provided by investing activities 
 $ 20,452,029 
 $ 68,431,427 

 Cash flows from financing activities: 
 
 Repayment of loans and borrowing 
 $ ( 85,061 ) 
 $ - 

 Repayment of deferred underwriting compensation 
 ( 325,000 ) 
 - 

 Contribution from Majority Stockholder 
 - 
 155,763 

 Proceeds from extension loan 
 - 
 205,305 

 Advances from related parties 
 2,170,993 
 526,323 

 Borrowing from notes payable - related parties 
 - 
 33,475 

 Repayment to notes payable - related parties 
 - 
 ( 33,475 ) 

 Proceed of issuance of Class A Common Stock 
 3,585,000 
 - 

 Repayment of Class A Common Stock 
 ( 21,102,872 ) 
 ( 68,351,348 ) 

 Net cash used in financing activities 
 $ ( 15,756,940 ) 
 $ ( 67,463,957 ) 

 Net increase (decrease) in cash 
 $ 3,035,090 
 $ ( 1,632,900 ) 

 Effects of foreign exchange rate on cash 
 147,455 
 2,307 

 Cash at beginning of year 
 1,159,201 
 2,789,794 

 Cash at end of year 
 $ 4,341,746 
 $ 1,159,201 

 Supplemental Cash Flow Information 
 
 Cash Paid for Interest 
 $ 616 
 $ - 

 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 
 $ 1,509,375 
 $ - 

 Settlement of deferred underwriting compensation payable with promissory note 
 $ 1,184,375 
 $ - 

 Debt to equity conversion 
 $ 3,801,759 
 $ - 

 Valuation gain from notes receivable and warrants - SHRG 
 $ 287,812 
 $ - 

 Initial recognition of operating lease right-of-use asset and liability 
 $ 519,353 
 $ 125,331 

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

 F- 5 

 HWH
INTERNATIONAL INC. 

 (Formerly
known as Alset Capital Acquisition Corp.) 

 Notes
to the CONSOLIDATED financial statements 

 FOR
THE YEARS ENDED DECEMBER 31, 2024 AND 2023 

 NOTE
1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY 

 HWH
International Inc. (“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. The Company
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. 

 HWH
International Inc. was originally incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp. The Company
was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses (the “Business Combination”). The Company consummated the Business Combination
on January 9, 2024 and changed its name from “Alset Capital Acquisition Corp.” to “HWH International Inc.” The
Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies. 

 On
September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,
HWH International Inc., a Nevada corporation (the “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. 

 The
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. 

 The
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”). The
number of shares of the Company Common Stock paid to the shareholders of the Target as Merger Consideration was 12,500,000 , with each
share being valued at $ 10.00 . 

 Our
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. 

 F- 6 

 We
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. 

 Members
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
them. 

 Our
operations include: 

 Hapi
Marketplace. 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. 

 The
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. 

 Hapi
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. Hapi Cafe
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. Ltd. (“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. 

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

 F- 7 

 Hapi
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. The
team has been diligently producing digital content for Hapi Wealth Builder and working to collaborate with the right partners to launch
the program and make it available to 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. 

 On
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
as well. 

 To
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. 

 NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

 Basis
of Presentation 

 The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
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
30. In connection with the Business Combination, the Company’s fiscal year end was changed from November 30 to December 31. As
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. 

 Principles
of Consolidation 

 The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany
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. 

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

 The
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. Ltd. (“HCSGPL”), 7 % and 21 % from Alset F&B (PLQ) Pte. Ltd. (“F&BPLQ”)
and 30 % and 0 % from Ketomei Pte. Ltd. (“KPL”). 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. Through the
use of a Hapi Gig platform that combines e-commerce, social media, and a customized rewards system, HWH Korea equips, trains, and empowers
its members. 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. Ltd. 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. 

 F- 8 

 Emerging
Growth Company 

 The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. 

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. 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. 

 Functional
and Reporting Currency 

 The
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. 

 Use
of Estimates 

 The
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
sheet. 

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. 

 Cash
and Cash Equivalents 

 The
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 $ 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 December 31, 2024 and 2023. 

 Investments
Held in Trust Account 

 At
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. The Trust
Account was closed in May 2024. The funds in Trust Account were valued at Level 1 observable input. 

 F- 9 

 Fair
Value of Financial Instruments 

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

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

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

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

 For
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. 

 Investment
Securities at Cost 

 Investments
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. 

 Inventory 

 Inventory
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. 

 Leases 

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

 F- 10 

 Right-of-use
of Assets 

 The
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. 

 Lease
liabilities 

 Lease
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. 

 Short-term
Leases and Leases of Low Value Assets 

 The
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
incurred. 

 Property,
Plant and Equipment 

 Property,
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: 

 SCHEDULE
OF ESTIMATED USEFUL LIVES OF PROPERTY PLANT AND EQUIPMENT 

 Office Equipment 
 3 – 5 years 

 Furniture and Fittings 
 3 – 5 years 

 Kitchen Equipment 
 3 – 5 years 

 Operating Equipment 
 3 – 5 years 

 Leasehold Improvements 
 Shorter of lease life or asset life 

 The
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
factors. 

 As
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. 

 Deposit 

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

 F- 11 

 Revenue
Recognition 

 ASC
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. 

 In
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. ASC
606 requires the Company to apply the following steps: 

 (1)
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. 

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

 Membership
Fee: 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. The
Company recognizes revenue from membership fee over the one-year period of the membership. 

 Product
Sales: 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. 

 If
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
recorded. This accrual is based upon historical return rates for each country and the relevant return pattern, which reflects
anticipated returns to be received over a period of up to 12 months following the original sale. Product and membership returns for
the years ended December 31, 2024 and 2023 were $ 0 
and $ 1,184 ,
respectively. The table below represents a breakout of the returns related to product sales and the returns related to
memberships: 

 SCHEDULE
OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS 

 Membership 
 Products 
 Total 

 Returns 

 Membership 
 Products 
 Total 

 For the year ended: 
 
 December 31, 2024 
 $ - 
 $ - 
 $ - 

 December 31, 2023 
 $ 1,184 
 $ - 
 $ 1,184 

 Revenue returns 
 $ 1,184 
 $ - 
 $ 1,184 

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

 F- 12 

 Contract
Assets and Liabilities 

 Below
is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of December 31, 2024 and
2023. 

 SCHEDULE
OF CONTRACT ASSETS AND LIABILITIES 

 December 31, 2024 
 December 31, 2023 

 Prepaid Sales Commission 
 
 Balances at the beginning of the year 
 $ - 
 $ 6,839 

 Movement for the year 
 - 
 ( 6,839 ) 

 Balances at the end of the year 
 $ - 
 $ - 

 December 31, 2024 
 December 31, 2023 

 Deferred Revenue 
 
 Balances at the beginning of the year 
 $ - 
 $ 21,198 

 Movement for the year 
 - 
 ( 21,198 ) 

 Balances at the end of the year 
 $ - 
 $ - 

 Value-added
Tax 

 The
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. 

 Cost
of Revenue 

 Cost
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. 

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

 For
the years ended: 

 SCHEDULE
OF COST OF REVENUE 

 Total 

 December 31, 2024 
 
 Finished goods 
 $ 492,113 

 Related shipping 
 3,370 

 Handling fee 
 47,590 

 Contractor fee 
 43,787 

 Franchise commission 
 17,133 

 Depreciation 
 47,728 

 Total of Cost of revenue 
 $ 651,721 

 December 31, 2023 
 
 Finished goods 
 $ 151,703 

 Related shipping 
 9,346 

 Handling fee 
 22,629 

 Contractor fee 
 30,977 

 Franchise commission 
 18,428 

 Sales commission 
 13,827 

 Inventory written off 
 30,753 

 Depreciation 
 57,162 

 Total of Cost of revenue 
 $ 334,825 

 F- 13 

 Shipping
and Handling Fees 

 The
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. 

 Commission
Expense 

 The
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. 

 Advertising
Expenses 

 Costs
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. 

 Income
Taxes 

 The
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. 

 The
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. 

 The
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. 

 Delaware
Franchise Tax 

 The
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 

 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 ,
respectively.

 F- 14 

 Liquidity
and Capital Resources 

 In
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. There is no
guarantee, however, that we will be able to achieve these plans as described. 

 The
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. 

 On
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 . During
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,
2024.

 Pursuant
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. 

 The
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. 

 Recent
Accounting Pronouncement 

 Management
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. 

 Segment
reporting 

 On
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. 

 Accounting
pronouncements pending adoption 

 On
November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). 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. 

 Segment
reporting 

 The
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. 

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

 The
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. 

 NOTE
3 - MERGER WITH HWH INTERNATIONAL INC. (A NEVADA CORPORATION) 

 HWH
International Inc. (f.k.a. 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. 

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

 F- 15 

 In
connection with the Business Combination: 

 ● 
 The
 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. 

 ● 
 Immediately
 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
 securities; 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. 

 ● 
 12,500,000 
 shares of the Company’s common stock were delivered as consideration in the Business Combination 

 ● 
 149,443 
 shares of the Company’s common stock were issued to a third party as payment for $ 1,509,375 of underwriting compensation. 

 The
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. 

 SCHEDULE
OF RESTATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEETS 

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

 As SPAC previously

 booked
 
 Merger with HWH-NV 
 Recast
 
 Revenue 
 
 -Membership 
 $ - 
 $ 12,293 
 $ 12,293 

 -Non-membership 
 - 
 818,226 
 818,226 

 Total revenue 
 $ - 
 $ 830,519 
 $ 830,519 

 Cost of revenue 
 
 -Membership 
 $ - 
 $ ( 13,827 ) 
 $ ( 13,827 ) 

 -Non-membership 
 - 
 ( 320,998 ) 
 ( 320,998 ) 

 Total cost of revenue 
 $ - 
 $ ( 334,825 ) 
 $ ( 334,825 ) 

 Gross profit 
 $ - 
 $ 495,694 
 $ 495,694 

 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 
 - 
 ( 493,898 ) 
 ( 493,898 ) 

 Total operating expenses 
 $ ( 1,034,367 ) 
 $ ( 2,368,426 ) 
 $ ( 3,402,793 ) 

 Other income (expenses) 
 
 Other income 
 $ 2,023,638 
 $ 187,283 
 $ 2,210,921 

 Foreign exchange transaction gain 
 
 68,797 
 68,797 

 Loss on equity method investment, related party 
 - 
 ( 33,898 ) 
 ( 33,898 ) 

 Total other income 
 $ 2,023,638 
 $ 222,182 
 $ 2,245,820 

 Income (loss) before provision for income taxes 
 989,271 
 ( 1,650,550 ) 
 ( 661,279 ) 

 Provision for income taxes 
 ( 415,383 ) 
 - 
 ( 415,383 ) 

 Net income (loss) 
 $ 573,888 
 $ ( 1,650,550 ) 
 $ ( 1,076,662 ) 

 Less: Net income attributable to Non-Controlling Interests 
 - 
 3,830 
 3,830 

 Net income (loss) attributable to the common shareholders 
 $ 573,888 
 $ ( 1,654,380 ) 
 $ ( 1,080,492 ) 

 Other comprehensive loss: 
 
 Foreign exchange translation adjustment 
 - 
 ( 49,045 ) 
 ( 49,045 ) 

 Total Other comprehensive loss, net of tax 
 $ - 
 $ ( 49,045 ) 
 $ ( 49,045 ) 

 Comprehensive income (loss): 
 $ 573,888 
 $ ( 1,703,425 ) 
 $ ( 1,129,537 ) 

 F- 16 

 Consolidated
Balance Sheet as of December 31, 2023 

 As SPAC previously

 booked
 
 Merger with HWH-NV 
 Recast
 
 ASSETS 
 
 Current Assets 
 
 Cash 
 $ 280,398 
 $ 878,803 
 $ 1,159,201 

 Account receivable, net 
 - 
 28,611 
 28,611 

 Inventory 
 - 
 1,977 
 1,977 

 Other receivables, net 
 - 
 41,203 
 41,203 

 Prepaid expenses 
 100,000 
 6,862 
 106,862 

 Total Current Assets 
 $ 380,398 
 $ 957,456 
 $ 1,337,854 

 Non-Current Assets 
 
 Property and equipment, net 
 $ - 
 $ 129,230 
 $ 129,230 

 Cash and marketable securities held in Trust Account 
 21,346,768 
 - 
 21,346,768 

 Deposits 
 - 
 298,324 
 298,324 

 Operating lease right-of-use assets, net 
 - 
 598,508 
 598,508 

 Total Non-Current Assets 
 $ 21,346,768 
 $ 1,026,062 
 $ 22,372,830 

 TOTAL ASSETS 
 $ 21,727,166 
 $ 1,983,518 
 $ 23,710,684 

 LIABILITIES AND STOCKHOLDERS’ EQUITY 
 
 Current Liabilities 
 
 Accounts payable and accrued expenses 
 $ 30,156 
 $ 137,199 
 $ 167,355 

 Accrued commissions 
 - 
 85,206 
 85,206 

 Due to related parties, net 
 205,305 
 2,118,495 
 2,323,800 

 Operating lease liabilities - current 
 - 
 429,687 
 429,687 

 Deferred underwriting fee payable 
 3,018,750 
 - 
 3,018,750 

 Total Current Liabilities 
 $ 3,254,211 
 $ 2,770,587 
 $ 6,024,798 

 Non-Current Liabilities 
 
 Operating lease liabilities - Non-current 
 $ - 
 $ 182,380 
 $ 182,380 

 Total Non-Current Liabilities 
 $ - 
 $ 182,380 
 $ 182,380 

 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* 
 $ 21,102,871 
 $ - 
 $ 21,102,871 

 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 * 
 9 
 - 
 9 

 Class B common stock, $ 0.0001 par value; 50,000,000 shares authorized; 431,250 issued and outstanding as of December 31, 2023 * 
 43 
 - 
 43 

 Common stock value 
 43 
 - 
 43 

 Additional paid in capital 
 155,974 
 10 
 155,984 

 Accumulated other comprehensive loss 
 - 
 ( 197,051 ) 
 ( 197,051 ) 

 Accumulated deficit 
 ( 2,785,942 ) 
 ( 781,074 ) 
 ( 3,567,016 ) 

 Total Stockholders’ Deficit 
 $ ( 2,629,916 ) 
 $ ( 978,115 ) 
 $ ( 3,608,031 ) 

 Non-controlling interests 
 - 
 8,666 
 8,666 

 Total Stockholders’ Deficit 
 ( 2,629,916 ) 
 ( 969,449 ) 
 ( 3,599,365 ) 

 TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT 
 $ 21,727,166 
 $ 1,983,518 
 $ 23,710,684 

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

 NOTE
4 — ACCOUNTS RECEIVABLE, NET 

 Accounts
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
of payment. 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. 

 NOTE
5 — PREPAID COMMISSIONS 

 During
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. 

 F- 17 

 NOTE
6 — INVENTORY 

 As
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. 

 NOTE
7 — PROPERTY AND EQUIPMENT, NET 

 The
components of property and equipment are as follows: 

 SCHEDULE
OF PROPERTY AND EQUIPMENT, NET 

 Total 

 December 31, 2024 
 
 Cost: 
 
 Office Equipment 
 $ 37,455 

 Furniture and Fittings 
 42,328 

 Kitchen Equipment 
 30,473 

 Operating Equipment 
 11,594 

 Leasehold Improvements 
 133,548 

 Accumulated Depreciation: 
 
 Office equipment 
 ( 30,179 ) 

 Furniture and Fittings 
 ( 40,028 ) 

 Kitchen Equipment 
 ( 13,221 ) 

 Operating Equipment 
 ( 5,107 ) 

 Leasehold Improvements 
 ( 65,048 ) 

 Impairment: 
 
 Office equipment 
 ( 6,774 ) 

 Furniture and Fittings 
 ( 2,300 ) 

 Kitchen Equipment 
 ( 8,931 ) 

 Operating Equipment 
 ( 3,450 ) 

 Leasehold Improvements 
 ( 46,772 ) 

 Total, net 
 $ 33,588 

 December 31, 2023 
 
 Cost: 
 
 Office Equipment 
 $ 30,861 

 Furniture and Fittings 
 46,376 

 Kitchen Equipment 
 23,044 

 Operating Equipment 
 8,522 

 Leasehold Improvements 
 122,083 

 Accumulated Depreciation: 
 
 Office Equipment 
 ( 15,848 ) 

 Furniture and Fittings 
 ( 31,518 ) 

 Kitchen Equipment 
 ( 8,368 ) 

 Operating Equipment 
 ( 3,373 ) 

 Leasehold Improvements 
 ( 42,549 ) 

 Total, net 
 $ 129,230 

 For
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
of disposal. 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. 

 NOTE
8 — INVESTMENTS AT COST 

 Investments
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. 

 Joint
Venture 

 On
April 25, 2024, the Company entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness
Pte. Ltd. (“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. The planned
joint venture company (referred to here as the “JVC” or “HTHPL”) will be known as HapiTravel Holding Pte. Ltd.
The JVC will be initially owned as follows: (a) HWHPL will hold 19 %
of the shares in the JVC; (b) Mr. Chan will hold 11 %;
and (c) the remaining 70 %
of the shares in the JVC will be held by Mr. Chen. 

 On
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. 

 On
December 18, 2024, the Company sold Hapi Travel Pte. Ltd. (“HTPL”) to HTHPL for a consideration of $ 834 . 

 F- 18 

 As
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. 

 Ideal
Food & Beverage Pte. Ltd. 

 On
March 14, 2024, the Company entered into a share subscription agreement through its subsidiary Alset F&B Holding Pte. Ltd. (“F&BH”)
for 19,000 shares of Ideal Food & Beverage Pte. Ltd. (“IFBPL”), constituting 19 % of the issued shares of IFBPL. The
subscription fee of $ 14,010 was paid to IFBPL on May 23, 2024. 

 On
March 14, 2024, the Company entered into a share subscription agreement through its subsidiary Alset F&B Holding Pte. Ltd. (“F&BH”)
for 19,000 shares of Ideal Food & Beverage Pte. Ltd. (“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. 

 NOTE
9 — COMMISSIONS EXPENSE 

 Accrued
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. 

 NOTE
10 – LOANS DUE TO THIRD PARTIES 

 Loans
for Operations 

 The
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.

 Promissory
Note to EF Hutton LLC 

 On
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. The 149,443 
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
standing. 

 NOTE
11 — DUE TO ALSET INC. 

 Alset
Inc (“AEI”) is our ultimate holding company that is incorporated in the United States of America. The amount due to AEI represents
short-term working capital advances to the Company for its daily operations. There is no written, executed agreement and 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
liability. The amounts due to AEI at December 31, 2024 and 2023 are $ 209,614 and $ 202,645 respectively. 

 On
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 . 

 Pursuant
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. On
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. 

 On
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. 

 NOTE
12 — DUE TO/FROM RELATED PARTIES 

 Due
to Alset International Limited. 

 Alset
International Limited (“AIL”) is incorporated in Singapore and is a fellow subsidiary of the common parent company,
Alset Inc. 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 $ 5,096,047 
and $ 1,729,901 ,
respectively. 

 On
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. 

 Due
to Alset Business Development Pte. Limited. 

 Alset
Business Development Pte. Limited (“ABD”) is incorporated in Singapore and is a fellow subsidiary of the common parent company,
Alset Inc. 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
liability. 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 . 

 Due
to BMI Capital Partners International Limited. 

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

 F- 19 

 General
and Administrative Services 

 Commencing
on the date the Company’s common stock was first listed on the Nasdaq, the Company has agreed to pay to 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. 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. 

 Related
Party Loans 

 Working
Capital Loans 

 In
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 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 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. 

 Extension
Loan 

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

 NOTE
13 — RELATED PARTY TRANSACTIONS 

 On
August 31, 2023, Hapi Café Inc. and Ketomei Pte. Ltd. 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
 3.5 %. This loan was written off upon the acquisition of Ketomei in February 2024. 

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

 On
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. 

 On
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. 

 On
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. 

 On
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. 

 On
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. 

 As
of December 31, 2024, a total of $ 48,000 
in commitment fees and $ 39,323 
of convertible note interest was recorded under other receivable.

 SHRG
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. 

 F- 20 

 Financial
assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of December
31, 2024: 

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

 Fair
 Value Measurement Using 
 
 Amount
 at 
 
 Level
 1 
 
 Level
 2 
 
 Level
 3 
 
 Fair
 Value 
 
 December
 31, 2024 
 
 Assets 
 
 Warrants
 – SHRG 
 
 $ 
 - 
 
 $ 
 13,272 
 
 $ 
 - 
 
 $ 
 13,272 
 
 Convertible
 loans receivable – SHRG 
 
 - 
 
 744,652 
 
 - 
 
 744,652 
 
 Total
 Investment in securities at Fair Value 
 
 $ 
 - 
 
 $ 
 757,924 
 
 $ 
 - 
 
 $ 
 757,924 
 
 The
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: 

 SCHEDULE
OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS 

 December 31, 2024 

 Stock price 
 $ 1.000 

 Exercise price 
 $ 1.6800 

 Risk free interest rate 
 4.34 % 

 Annualized volatility 
 204.14 % 

 Dividend yield 
 0.00 % 

 Year to maturity 
 4.21 

 Warrants measurement input 
 4.21 

 The
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 

 CN# 
 1 
 2 
 3 
 4 

 Issued date 
 March 18, 2024 
 May 9, 2024 
 June 6, 2024 
 August 13, 2024 

 Risk-free interest rate 
 4.248 % 
 4.253 % 
 4.255 % 
 4.261 % 

 Expected life 
 2.21 year 
 2.35 year 
 2.43 year 
 2.62 year 

 Discount rate 
 6.00 % 
 8.00 % 
 8.00 % 
 8.00 % 

 Expected volatility 
 204.138 % 
 204.138 % 
 204.138 % 
 204.138 % 

 Expected dividend yield 
 0 % 
 0 % 
 0 % 
 0 % 

 Debt measurement input 
 0 % 
 0 % 
 0 % 
 0 % 

 Fair value 
 $ 212,708 
 $ 230,871 
 $ 212,865 
 $ 88,208 

 Changes
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. 

 Revenue
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. 

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

 Included
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. 

 NOTE
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.

 Registration
Rights 

 The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and
any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working
Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale.
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities
pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required
to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are
released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration
statements. 

 F- 21 

 Underwriting
Agreement 

 The
Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 3,
2022, the underwriters elected to fully exercise their 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 . 

 The
underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 1,725,000 in the aggregate, upon the closing of the Initial
Public Offering. In addition, the underwriters were entitled to a deferred fee of $ 0.35 per Unit, or $ $ 3,018,750 in the aggregate. The
deferred fee was paid to the underwriters in the form of cash, shares and promissory note upon completion of the Business Combination 

 NOTE
15 — STOCKHOLDERS’ EQUITY 

 The
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. 

 The
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. 

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

 Warrants
 — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation
of the Units and only whole warrants will trade. The Public Warrants became exercisable 30 days after the completion of the Business
Combination. The Public Warrants will expire five years after the completion of the Business Combination. 

 The
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
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class
A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A
common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue
any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. 

 F- 22 

 Redemption
of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable,
the Company may redeem the outstanding Public Warrants: 

 ● 
 in
 whole and not in part; 

 ● 
 at
 a price of $ 0.01 per Public Warrant; 

 ● 
 upon
 a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and 

 ● 
 if,
 and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits,
 stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on
 the trading day prior to the date on which the Company sends the notice of redemption to warrant holders. 

 If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws. 

 If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise
price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in
the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as
described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally,
in no event will the Company be required to net cash settle the Public Warrants. 

 The
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. 

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

 SCHEDULE
OF WARRANT ACTIVITY 

 Warrant for 
 Weighted 
 Remaining Contractual 
 Aggregate 

 Common 
 Average 
 Term 
 Intrinsic 

 Shares 
 Exercise Price 
 (Years) 
 Value 

 Warrants Outstanding as of December 31, 2023 
 909,875 
 $ 57.5 
 5.03 
 $ - 

 Warrants Vested and exercisable at December 31, 2023 
 909,875 
 $ 57.5 
 5.03 
 $ - 

 Granted 
 - 
 - 
 
 Exercised 
 - 
 - 
 
 Forfeited, cancelled, expired 
 ( 1 ) 
 - 
 
 Warrants Outstanding as of December 31, 2024 
 909,874 
 $ 57.5 
 4.03 
 $ - 

 Warrants Vested and exercisable at December 31, 2024 
 909,874 
 $ 57.5 
 4.03 
 $ - 

 Warrant
 for 
 
 Weighted 
 
 Remaining
 Contractual 
 
 Aggregate 
 
 Common 
 
 Average 
 
 Term 
 
 Intrinsic 
 
 Shares 
 
 Exercise
 Price 
 
 (Years) 
 
 Value 
 
 Warrants
 Outstanding as of December 31, 2022 
 
 909,875 
 
 $ 
 57.5 
 
 6.03 
 
 $ 
 - 
 
 Warrants
 Vested and exercisable at December 31, 2022 
 
 909,875 
 
 $ 
 57.5 
 
 6.03 
 
 $ 
 - 
 
 Granted 
 
 - 
 
 - 
 
 Exercised 
 
 - 
 
 - 
 
 Forfeited,
 cancelled, expired 
 
 - 
 
 - 
 
 Warrants
 Outstanding as of December 31, 2023 
 
 909,875 
 
 $ 
 57.5 
 
 5.03 
 
 $ 
 - 
 
 Warrants
 Vested and exercisable at December 31, 2023 
 
 909,875 
 
 $ 
 57.5 
 
 5.03 
 
 $ 
 - 
 
 Issuance
of HWH Shares to EF Hutton 

 On
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. 

 F- 23 

 NOTE
16 — INCOME TAXES 

 The
provision for income taxes consisted of the following: 

 SCHEDULE
OF PROVISION FOR INCOME TAXES 

 2024 
 2023 

 Current 
 $ - 
 $ 415,383 

 Deferred 
 - 
 - 

 Total 
 $ - 
 $ 415,383 
 
 SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION 

 2024 
 2023 

 Income taxes at statutory rate 
 20.39 % 
 18.91 % 

 Change in valuation allowance 
 ( 20.39 )% 
 ( 18.91 )% 

 Other 
 - % 
 - % 

 Effective tax rate 
 - % 
 - % 

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

 SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES 

 2024 
 2023 

 Deferred tax assets: 
 
 Receivable from related party 
 $ 897 
 $ 1,020 

 Inventory 
 5,800 
 6,766 

 Lease Liability 
 108,318 
 126,336 

 Accrued Commission 
 11 
 18,745 

 Net Operation Loss 
 777,572 
 468,414 

 Total deferred tax assets 
 $ 892,598 
 $ 621,281 

 Deferred tax liabilities: 
 
 Prepaid commissions 
 $ - 
 $ - 

 Right-of-Use Assets 
 ( 105,754 ) 
 ( 123,371 ) 

 Total deferred tax liabilities 
 $ ( 105,754 ) 
 $ ( 123,371 ) 

 Deferred tax assets / (liabilities), net 
 $ 786,844 
 $ 497,910 

 Less valuation allowance 
 ( 786,844 ) 
 ( 497,910 ) 

 Deferred tax asset c/f 
 $ - 
 $ - 

 After
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. 

 NOTE
17 — LEASES 

 The
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. 

 The
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
rate. 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 %. 

 The
Company has also utilized the following practical expedients: 

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

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

 F- 24 

 The
current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the balance
sheets. 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 
 $ 548,757 
 $ 598,508 

 Lease liabilities - current 
 $ 340,651 
 $ 429,687 

 Lease liabilities - non-current 
 220,249 
 182,380 

 Total lease liabilities 
 $ 560,900 
 $ 612,067 

 As
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 
 Total 

 12 months ending December 31, 2025 
 $ 353,550 

 12 months ending December 31, 2026 
 156,668 

 12 months ending December 30, 2027 
 68,426 

 Total undiscounted lease payments 
 $ 578,644 

 Less: Imputed interest 
 ( 17,744 ) 

 Present value of lease liabilities 
 $ 560,900 

 Operating lease liabilities - Current 
 340,651 

 Operating lease liabilities - Non-current 
 $ 220,249 

 NOTE
18 — DISAGGREGATION OF REVENUE 

 Selected
financial information of the Company’s operating revenue for disaggregated revenue purposes by revenue source are as follows: Product
sales only represent sales to members, not third parties who are not members. 

 SCHEDULE OF DISAGGREGATION OF REVENUE 

 Year Ended 
 December 31, 2024 
 Year Ended 
 December 31, 2023 

 Membership Fee 
 $ - 
 $ 12,293 

 Product Sales 
 - 
 465 

 Food and Beverage 
 1,253,577 
 817,761 

 Total 
 $ 1,253,577 
 $ 830,519 

 Revenue 
 $ 1,253,577 
 $ 830,519 

 F- 25 

 NOTE
19 — CONCENTRATION RISK 

 The
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. 

 Major
Suppliers 

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

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

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

 Until
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 
 Additions 
 Loss on 
 investment 
 Impairment 
 December 31, 2024 

 Investment in associate, related party 
 $ - 
 $ 14,744 
 $ ( 14,744 ) 
 $ - 
 $ - 

 Convertible note receivable, related party 
 - 
 42,328 
 - 
 ( 42,328 ) 
 - 

 Total 
 $ - 
 $ 57,072 
 $ ( 14,744 ) 
 $ ( 42,328 ) 
 $ - 

 December 31, 
 2022 
 Additions 
 Loss on 
 investment 
 Impairment 
 December 31, 2023 

 Investment in associate, related party 
 $ 155,369 
 $ 4,128 
 $ ( 33,898 ) 
 $ ( 125,599 ) 
 $ - 

 Convertible note receivable, related party 
 198,125 
 170,174 
 - 
 ( 368,299 ) 
 - 

 Total 
 $ 353,494 
 $ 174,302 
 $ ( 33,898 ) 
 $ ( 493,898 ) 
 $ - 

 During
the year of 2024, the Company impaired convertible note receivable of $ 42,328 
to $ 0 
and goodwill of $323,864 to $0, which was generated from net asset value during the acquisition. Total impairment expenses
were $ 366,192 . 

 On
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. 

 During
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 

 December
 31, 

 2023 
 
 Additions 
 
 Net
 Unrealized Losses 
 
 December
 31, 2024 
 
 Convertible
 note receivable - related party 
 
 $ 
 - 
 
 $ 
 850,000 
 
 $ 
 105,348 
 
 $ 
 744,652 
 
 Total 
 
 $ 
 - 
 
 $ 
 850,000 
 
 $ 
 105,348 
 
 $ 
 744,652 
 
 During
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. 

 F- 26 

 NOTE
21 — CHANGE IN FISCAL YEAR 

 In
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. 

 HWH
INTERNATIONAL INC. 

 (Formerly
known as Alset Capital Acquisition Corp.)

CONDENSED CONSOLIDATED BALANCE SHEETS 

 SCHEDULE OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS 

 December 31, 2023

 (recast)
 
 ASSETS 
 
 Current assets: 
 
 Cash 
 $ 280,398 

 Other current assets 
 100,000 

 Total current assets 
 380,398 

 Cash and marketable securities held in Trust Account 
 21,346,768 

 Total assets 
 $ 21,727,166 

 LIABILITIES AND STOCKHOLDERS’ DEFICIT 
 
 Current liabilities: 
 
 Accounts payable and accrued expenses 
 $ 30,156 

 Extension Loan – Related Party 
 205,305 

 Total current liabilities 
 235,461 

 Deferred underwriting compensation 
 3,018,750 

 Total liabilities 
 3,254,211 

 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* 
 21,102,871 

 Stockholders’ deficit: 
 
 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding 
 - 

 Class A common stock, $ 0.0001 
 par value; 50,000,000 
 shares authorized; 94,750 
 issued and outstanding (excluding 395,207 
 shares subject to possible redemption) as of December 31, 2023 * 
 9 

 Class B common stock, $ 0.0001 
 par value; 5,000,000 
 shares authorized; 431,250 
 shares issued and outstanding as of December 31, 2023 * 
 43 

 Common
 stock, value 
 43 

 Additional Share Capital 
 155,974 

 Accumulated deficit 
 ( 2,785,942 ) 

 Total stockholders’ deficit 
 ( 2,629,916 ) 

 Total liabilities and stockholders’ deficit 
 $ 21,727,166 

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

 F- 27 

 HWH
INTERNATIONAL INC. 

 (Formerly
known as Alset Capital Acquisition Corp.) 

 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS 

 For the One 

 Month Ended 

 December 31, 2023

 (recast)
 
 EXPENSES 
 
 Administration fee - related party 
 $ 10,000 

 General and administrative 
 ( 115,724 ) 

 TOTAL EXPENSES 
 ( 105,724 ) 

 OTHER INCOME 
 
 Investment income earned on cash and marketable securities held in Trust Account 
 94,130 

 TOTAL OTHER INCOME 
 94,130 

 Pre-tax loss 
 199,853 

 Income tax expense 
 35,372 

 Net loss 
 $ 235,225 

 NOTE
22 — SUBSEQUENT EVENT 

 Public
Offering 

 On
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 
per share. 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 . 

 The
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. 

 D.
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 . 

 Amendment
to Amended and Restated Certificate of Incorporation 

 On
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. 

 The
Reverse Stock Split 

 On
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”). The reverse
stock split was effectuated on February 24, 2025. 

 Acquisition
of L.E.H. Insurance Group, LLC 

 On
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
individuals. LEH provides personalized insurance solutions, offering expert guidance to meet the unique coverage needs of each
customer. 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 
with S H RG

 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.

 F- 28 

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 

 Not
Applicable.
HWH International Inc. 10-K

Item 8. Financial Statements and Supplementary Data
