What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-15 compared with 2024-11-06 · 1017 added, 1191 removed, 295 unchanged (88% of the section changed)

Financial Statements.

International Inc.

HWH International Inc.

and Subsidiaries

Consolidated Balance Sheets (Unaudited)

September 30, 2024

December 31, 2023

(as restated)

Condensed Consolidated Balance Sheets

March 31, 2025

Current Assets

7 unchanged sentences

Property and equipment, net

Cash and marketable securities held in Trust Account

Investment at cost

7 unchanged sentences

Operating lease liabilities - current

Deferred underwriting fee payable

Notes payable - current

Deferred revenue

Total Current Liabilities

1 unchanged sentence

Operating lease liabilities - non-current

Notes payable - non-current

Total Non-Current Liabilities

Commitments and Contingencies (Note 13)

Temporary equity:

Class A common stock subject to possible redemption;

1,976,036 shares (at approximately $ 10.35 per share) as of December 31, 2023

Stockholders’ Equity

1 unchanged sentence

1,000,000 shares authorized;

none issued and outstanding as of September 30, 2024 and December 31, 2023

none issued and outstanding as of March 31, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

55,000,000 shares authorized;

22,257,838 and 10,000 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

0 and 473,750 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

0 and 2,156,250 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Common stock value

and 5,593,920 issued and outstanding as

of March 31, 2025 and December 31, 2024 *

Additional paid in capital

4 unchanged sentences

Total HWH International Inc.

Stockholders’ deficit

$ ( 374,893 )

$ ( 2,962,170 )

Stockholders’ Equity

Non-controlling interests

Total Stockholders’ Deficit

( 2,953,504 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

International Inc.

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

The accompanying notes are an integral part of these

condensed consolidated financial statements.

HWH International Inc.

and Subsidiaries

Consolidated Statements of Operations and Other Comprehensive Loss

the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

September 30, 2024

September 30, 2023 (as restated)

September 30, 2024

September 30, 2023

(as restated)

- Non-membership

Total Revenue

Condensed Consolidated Statements of Operations

and Other Comprehensive Loss

For the Three Months Ended March 31, 2025 and 2024

March 31, 2025

March 31, 2024

Cost of revenue

- Non-membership

Total Cost of revenue

$ ( 185,654 )

$ ( 478,436 )

$ ( 237,824 )

Operating expenses:

2 unchanged sentences

$ ( 1,129,191 )

$ ( 2,271,325 )

$ ( 1,888,900 )

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

3 unchanged sentences

$ ( 1,495,383 )

$ ( 2,637,517 )

$ ( 1,888,900 )

Other income (expense)

2 unchanged sentences

Loss on equity method investment - related party

Unrealized loss on convertible note receivable – related party

Total Other (expense) income

$ ( 209,618 )

$ ( 127,865 )

(Loss) / income before provision for income taxes

( 2,277,303 )

Provision for income taxes

Unrealized gain on convertible note receivable – related party

Total Other income (expense)

Loss before provision for income taxes

( 1,336,519 )

1 unchanged sentence

$ ( 1,336,519 )

Net income (loss) attributable to Non-Controlling Interests

Net (loss) income attributable to non-controlling Interests

Net loss attributable to common stockholders

2 unchanged sentences

( 1,336,519 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment to common stockholders

Foreign currency translation adjustment to non-controlling interests

Total Other comprehensive (loss) income, net of tax:

Comprehensive (loss) income attributable to common stockholders

Other comprehensive income, net of tax:

Foreign currency translation adjustment

$ ( 102,965 )

Total comprehensive loss, net of tax:

$ ( 677,068 )

$ ( 1,249,701 )

Foreign currency translation adjustment

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

Total Comprehensive loss attributable to common stockholders

1 unchanged sentence

$ ( 1,250,020 )

$ ( 2,365,799 )

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

Net income / (loss)

Foreign currency translation adjustment

Total Comprehensive income / (loss) attributable to non-controlling interests

Three Months Ended

September 30, 2024

March 31, 2025

Three Months Ended

September 30, 2023

Class A common stock

Class B common stock

Class A common stock

Class B common stock

Loss per common share

Weighted average number of common shares outstanding

September 30, 2024

September 30, 2023

A common stock

B common stock

A common stock

B common stock

March 31, 2024

Loss per common share

Weighted average number of common shares outstanding *

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

International Inc.

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 condensed consolidated financial statements.

HWH International Inc.

and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Deficit

the Three and Nine Months Ended September 30, 2024 and 2023

Comprehensive

Condensed Consolidated Statements of Changes in

Stockholders’ Equity (Deficit)

For the Three Months Ended March 31, 2025 and 2024

Par Value $0.0001

Additional Paid in Capital

Other Comprehensive (Loss) Income

Accumulated Deficit

Stockholders’

Equity (Deficit)

controlling interests

Stockholders’

Equity (Deficit)

International

Comprehensive

Stockholders’

3 unchanged sentences

$ ( 6,317,010 )

$ ( 1,810,270 )

$ ( 1,805,434 )

Foreign currency translation adjustment

Balances at March 31, 2023

$ ( 141,196 )

$ ( 1,439,377 )

$ ( 1,580,300 )

$ ( 1,574,742 )

Remeasurement of Class A common stock to redemption value

$ ( 425,044 )

Extension Loan

Issuance of Common Stock

Warrants exercised to Common Stock

Revaluation for SHRG note receivable and warrants

Acquisition of LEH Insurance Group LLC

$ ( 565,131 )

1 unchanged sentence

$ ( 574,103 )

Net (loss) income

Foreign currency translation adjustment

Balances at June 30, 2023

$ ( 102,949 )

1 unchanged sentence

$ ( 102,965 )

$ ( 2,183,356 )

Remeasurement of Class A common stock to redemption value

$ ( 169,752 )

Extension Loan

Net (loss) income

$ ( 157,690 )

Balances at March 31, 2025

$ ( 360,547 )

$ ( 6,882,141 )

Foreign currency translation adjustment

Balances at September 30, 2023

International

Comprehensive

Stockholders’

Balances at December 31, 2023

$ ( 197,051 )

2 unchanged sentences

$ ( 3,599,365 )

Balances at December 31, 2023

$ ( 197,051 )

4 unchanged sentences

Issuance of Common Stock during Merger

Adjustment to Temporary Equity

$ ( 645,860 )

Convert Common Stock Class A and B to Common Stock

( 2,156,250 )

Revaluation for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

Net (loss) income

$ ( 1,336,838 )

7 unchanged sentences

$ ( 2,967,999 )

Revaluation for SHRG note receivable

Change in Non-Controlling Interest Ketomei

$ ( 110,233 )

1 unchanged sentence

$ ( 3,132,498 )

Foreign currency translation adjustment

$ ( 2,967,999 )

$ ( 151,246 )

Balances at June 30, 2024

$ ( 261,468 )

$ ( 4,490,164 )

$ ( 3,611,759 )

$ ( 3,499,462 )

$ ( 261,468 )

$ ( 4,490,164 )

$ ( 3,611,759 )

$ ( 3,499,462 )

AI and AIL Debt conversion to shares

Revaluation for SHRG note receivable

Net (loss) income

$ ( 548,492 )

$ ( 537,143 )

Foreign currency translation adjustment

Balances at September 30, 2024

$ ( 289,586 )

$ ( 5,038,656 )

$ ( 374,893 )

$ ( 251,113 )

$ ( 289,586 )

$ ( 5,038,656 )

$ ( 374,893 )

$ ( 251,113 )

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

International Inc.

The accompanying notes are an integral part of these

condensed consolidated financial statements.

HWH International Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

the Nine Months Ended September 30, 2024 and 2023 (Unaudited)

September 30, 2024

September 30, 2023

(as restated)

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2025 and 2024

March 31, 2025

March 31, 2024

Cash flows from operating activities:

$ ( 574,103 )

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

Interest income

$ ( 1,336,519 )

Foreign exchange transaction gain

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

Foreign exchange transaction (gain) loss

Loss on equity method investment, related party

1 unchanged sentence

Non-cash lease expense

Inventory write off expenses

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

Impairment loss on goodwill

Unrealized loss on convertible note receivable – related party

Loss on disposal of equipment

Impairment loss on equipment

Unrealized gain on convertible note receivable – related party

Changes in operating assets and liabilities:

12 unchanged sentences

Convertible loans receivable - related party

Investment at cost

Cash withdrawn from trust account for redemptions

Cash withdrawn from trust account available to the Company

Cash deposited into trust account

Net cash provided by investing activities

Net cash used in investing activities

$ ( 300,000 )

$ ( 252,072 )

Cash flows from financing activities:

Repayment of loans and borrowing

$ ( 247,300 )

Repayment of deferred underwriting compensation

Proceeds from repayment of due from sponsor

Proceeds from extension loan

Advances from related parties

Borrowing from notes payable - related parties

Repayment to notes payable - related parties

Repayment of class A common stock

( 21,102,871 )

( 68,351,348 )

Net cash used in financing activities

$ ( 19,405,313 )

$ ( 67,870,992 )

Proceed from issuance of Common Stock and Warrants

Net cash provided by financing activities

Net decrease in cash

4 unchanged sentences

Cash at end of period

Supplemental Cash Flow Information

Cash Paid for Interest

Cash Paid for Taxes

Supplemental disclosure of non-cash investing and financing activities

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

Debt to equity conversion

Cash paid for interest expenses

Valuation gain from notes receivable and warrants - SHRG

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

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

International Inc.

Issuance of HWH Common Stock to D.

Boral Capital (f.k.a.

EF Hutton) for

Deferred Underwriting Compensation

Issuance of Common Stock

Valuation gain (loss) from notes receivable and warrants - SHRG

$ ( 216,188 )

The accompanying

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

HWH International Inc.

and Subsidiaries

to the Condensed Consolidated Financial Statements

the Nine Months Ended September 30, 2024 and 2023

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

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.

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 9,000 members,

primarily in South Korea.

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

business following the ongoing restructuring of the membership model.

International Inc.

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

was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

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

The Company consummated the Business Combination

on January 9, 2024 and changed its name from “Alset Capital Acquisition Corp.” to “HWH International Inc.” The

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

stage and emerging growth companies.

September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,

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

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

The Company and Merger Sub are sometimes referred

to collectively as the “ACAX Parties.” Pursuant to the Merger Agreement, a business combination between the Company and the

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

subsidiary of the Company (the “Merger”).

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

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

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

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

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

The Merger was consummated following

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

other customary closing conditions.

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

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

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

share being valued at $ 10.00 .

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted

in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission

These interim financial statements have been prepared on the same basis as

the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal

recurring adjustments, which are necessary for a fair statement of the Company’s financial information.

These interim results are

not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim periods or for any

other future years.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s

audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended November

30, 2023 filed on February 28, 2024 and audited consolidated financial statements of HWH Nevada for the year ended December 31, 2023

included in the form 8-K/A filed with SEC on March 25, 2024.

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

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

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

For details see note 18 - Change in Fiscal Year.

condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries.

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

All intercompany transactions

and balances among consolidated subsidiaries have been eliminated.

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

Company mainly focuses on the F&B business.

During the nine months ended September 30, 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 September 30, 2024 and 2023,

respectively:

37 % and 48 % from Alset F&B One Pte.

Ltd (“F&B1”), 5 % and 6 % from Hapi Café Korea Inc.(“HCKI”),

20 % and 22 % from Hapi Café SG Pte.

Notes to the Condensed Consolidated Financial Statements

For the Three Months Ended March, 2025 and 2024

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS

HWH International Inc.

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.

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

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

On January 6, 2025, the Company announced the closing

of its previously disclosed public offering of 632,500 shares of common stock, par value $ 0.0001 per share (the “Shares”)

and 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 $ 2.00 per share and $ 1.9995 per Pre-Funded Warrant, respectively.

The Pre-Funded Warrants are

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.

Each of the amounts of warrants and

shares and the prices thereof in the foregoing paragraph are adjusted for a 1-for-5 reverse stock split of the Company’s stock split

effective on February 24, 2025.

Boral Capital LLC (“D.

Boral Capital”)

acted as the exclusive placement agent for the offering.

Pursuant to the Placement Agency Agreement, the Company paid 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 .

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying unaudited condensed

consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America

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

interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion

of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the

Company’s financial information.

These interim results are not necessarily indicative of the results to be expected for the year

ending December 31, 2025 or any other interim periods or for any other future years.

These unaudited condensed consolidated financial

statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included

in the Company’s Form 10-K for the year ended December 31, 2024 filed on March 31, 2025.

The condensed consolidated financial

statements include all accounts of the Company and its majority owned and controlled subsidiaries.

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 three months ended March 31, 2025 and 2024, substantially all of the Company’s business was generated

by F&B business.

F&B business was generated by the following subsidiaries at March 31, 2025 and 2024, respectively:

37 % and 40 %

from Alset F&B One Pte.

Ltd (“F&B1”), 11 % and 4 % from Hapi Café Korea Inc.

(“HCKI”), 21 % and 19 %

from Hapi Café SG Pte.

(“HCSGPL”), 0 % and 17 % from Alset F&B (PLQ) Pte.

and 29 % and 0 % from Ketomei Pte.

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

on May 7, 2019.

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

of members in South Korea.

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

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

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

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

F&B1, HCSGPL, F&BPLQ

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

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

F&B (PLQ) Pte.

Due to the closure of this subsidiary the Company wrote off $ 5,882 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 nine months ended September 30, 2024.

Growth Company

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.

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

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

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

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

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

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.

and Reporting Currency

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

The financial records of the Company’s

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

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

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

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

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.

and Cash Equivalents

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 $ 832,368 and $ 1,159,201 as of September 30, 2024 and December 31, 2023, respectively.

The Company had no cash

equivalents as of September 30, 2024 and December 31, 2023.

held in Trust Account

September 30, 2024 and December 31, 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.

Value of Financial Instruments

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

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

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

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

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

ASC 820 also establishes a fair value hierarchy, which

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

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

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

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

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

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

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

The carrying values reported in balance sheets for current

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

Securities at Cost

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

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

These investments are measured at fair value on

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

An impairment loss

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

the fair value of the investment.

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

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

in bringing the inventories to their present location and condition.

Net realizable value is an estimated selling price in the ordinary

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

As of September 30, 2024 and December 31, 2023, inventory consisted

of finished goods procured from suppliers.

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

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

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

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

A contract is or contains a lease if it conveys the

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

To assess whether a contract is

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

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

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

The Company recognizes operating lease

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

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

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

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

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

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

incremental borrowing rate.

(“F&BPLQ”) and

31 % and 20 % from Ketomei Pte.

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.

second quarter of 2024 the Company ceased operations of its subsidiary Alset F&B (PLQ) Pte.

Due to the closure of this subsidiary

the Company wrote off $ 5,882 of fixed assets, which was included in general and administrative expenses, and recorded a gain on termination

of lease of $ 248 during 2024.

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.

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 US GAAP requires the Company’s management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet.

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 $ 4,176,546

and $ 4,341,746 as of March 31, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of March 31, 2025 and

December 31, 2024.

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:

Observable inputs such

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

Observable market-based

inputs or unobservable inputs that are corroborated by market data

Unobservable inputs for which there

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

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 is recognized in the condensed

consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds the fair value of the investment.

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 March 31, 2025 and December 31, 2024, 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.

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.

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

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

leases and leases of low value assets

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

or less and leases of low value assets.

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.

Plant and Equipment

plant and equipment are recorded at cost, less depreciation.

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:

OF ESTIMATED USEFUL LIVES OF PROPERTY PLANT AND EQUIPMENT

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

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Leasehold Improvements

Shorter of lease life or

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 equal to an

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

The factors considered by management in performing this assessment

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

at September 30, 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 $ 97,594 are recognized in general and administrative expenses in the condensed consolidated statement of operations

and other comprehensive loss for the financial year ended September 30, 2024.

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

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

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

to customers.

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

The amount of revenue recognized

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

The provisions

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

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

606 requires the Company to apply the following steps:

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 equal to 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.

Deposit represents rental deposit

paid for the office and the cafes used.

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;

the performance obligations in the contract;

(3) determine the transaction price;

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

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

obligations are satisfied.

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

The Company collects an annual membership fee from its members.

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

membership and is not refundable.

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

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

The associated

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

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

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

The Company generally

recognizes revenue when product is delivered to its members.

(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 product sales and F&B business.

Product Sales:

The Company’s

performance obligation is to transfer ownership of its products to its customer.

The Company generally recognizes revenue when product

is 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.

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

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 three months ended September 30,

2024 and 2023 were both $ 0 .

Product and membership returns for the nine months ended September 30, 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:

OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS

For the three months ended:

September 30, 2024

September 30, 2023

Revenue return

For the nine months ended:

September 30, 2024

September 30, 2023

Revenue returns

and Beverage :

The revenue received from Food and Beverage business for the three months ended September 30, 2024 and 2023 was $ 345,523

and $ 226,907 , respectively.

The revenue received from Food and Beverage business for the nine months ended September 30, 2024 and 2023

was $ 966,515 and $ 610,084 , respectively.

assets and liabilities

is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of September 30, 2024 and

December 31, 2023.

OF CONTRACT ASSETS AND LIABILITIES

September 30, 2024

December 31, 2023

Prepaid Sales Commission

Balances at the beginning of the period

Movement for the period

Balances at the end of the period

September 30, 2024

The Company receives the net

sales price in cash or through credit card payments at the point of sale.

If any customer 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

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 customer has earned.

The returns are deducted from our sales revenue on our financial statements.

for product 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

Product and returns for the three months ended March 31, 2025 and 2024 were both $0.

Food and Beverage :

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 three months ended March 31, 2025 and 2024 was $ 295,197 and $ 286,110 , respectively.

Contract Assets and Liabilities

Below is a summary of the beginning

and ending balances of the Company’s contract assets and liabilities as of March 31, 2024 and December 31, 2024.

SCHEDULE OF CONTRACT ASSETS AND LIABILITIES

March 31, 2025

December 31, 2024

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Balances at the beginning of the period

Deferred revenue, beginning balance

Movement for the period

Balances at the end of the period

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 September 30, 2024 and December 31, 2023, included in other receivables was VAT paid of $ 41,885

and $ 37,179 , respectively, due primarily to the purchase of inventory and payment of rents and accounting fees.

of revenue consists of the cost of procuring finished goods from suppliers and related shipping and handling fees from 3 rd

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

is a breakdown of the Company’s cost of revenue for the three and nine months ended September 30, 2024 and 2023.

the three months ended:

OF COST OF REVENUE

September 30, 2024

Finished goods

Related shipping

Contractor fee

Franchise commission

Sales commission

Total of Cost of revenue

September 30, 2023

Finished goods

Related shipping

Contractor fee

Franchise commission

Sales commission

Inventory written off

Total of Cost of revenue

the nine months ended:

September 30, 2024

Deferred revenue, ending balance

The deferred revenue is generated from KPL, which was the prepaid orders from customers for deliver after March 31, 2025.

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

As of March 31, 2025 and December 31, 2024, included in other receivables was VAT paid of $ 29,027 and $ 41,885 , 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 3 rd party

money platforms, and contractor fees for part-time staff.

Below is a breakdown of the Company’s cost of

revenue for the three months ended March 31, 2025 and 2024.

For the three months ended:

SCHEDULE OF COST OF REVENUE

March 31, 2025

Finished goods

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Total of Cost of revenue

September 30, 2023

March 31, 2024

Finished goods

3 unchanged sentences

Sales commission

Inventory written off

Total of Cost of revenue

and Handling Fees

Company utilizes the practical expedient under ASC 606-10-25-18B to account for its shipping and handling as fulfillment activities,

and not a promised service (a revenue element).

Shipping and handling fees are included in costs of revenue within the statements of

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

of their sales organizations.

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

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

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

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

Advertising expenses for the three months

ended September 30, 2024 and 2023 were $ 8,124 and $ 2,679 , respectively.

Advertising expenses for the nine months ended September 30,

2024 and 2023 were $ 14,690 and $ 3,888 , respectively.

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

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

The assets and liabilities

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

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

A valuation allowance is provided to offset any net deferred

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

Tax positions

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

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

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

When tax returns are filed, there

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

In accordance

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

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

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

Shipping and Handling Fees

The Company utilizes the practical

expedient under ASC 606-10-25-18B to account for its shipping and handling as fulfillment activities, and not a promised service (a revenue

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

Advertising Expenses

Costs incurred for advertising

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

Advertising expenses for the three months ended March 31, 2025 and

2024 were $ 68,845 and $ 2,242 , respectively.

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.

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.

(Loss) per Share

Company presents basic and diluted earnings (loss) per share data for its common shares.

Basic earnings (loss) per share is calculated

by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares

outstanding during the year, adjusted for treasury shares held by the Company.

earnings (loss) per share is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average

number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which

comprise convertible securities, such as stock options, convertible bonds and warrants.

At September 30, 2024 there were 4,549,370 potentially

dilutive warrants outstanding.

At September 30, 2023 there were 4,549,375 potentially dilutive warrants outstanding and 909,875 potentially

dilutive underlying rights.

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.

September 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 123,780 and $ 8,666 , respectively.

Reclassifications

amounts in the prior period financial statements have been reclassified to conform with the current period’s presentation.

and Capital Resources

the nine months ended September 30, 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 business.

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 fund our operations for at least the next 12 months.

The Company’s capital

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

marketing steps needed.

Our expansion shall consist of plans to take over leases of existing Hapi Cafes we currently do not own, as we

look to add Hapi Cafes over the next two (2) years.

If we take over these existing leases, it will require a minimum investment for each

lease we take over for each Hapi Café.

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

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

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

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

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.

Earnings (Loss) per Share

The Company presents basic and

diluted earnings (loss) per share data for its common shares.

Basic earnings (loss) per share is calculated by dividing the profit or

loss attributable to common stock shareholders of the Company by the weighted-average number of common shares outstanding during the year,

adjusted for treasury shares held by the Company.

Diluted earnings (loss) per share

is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average number of common shares

outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible

securities, such as stock options, convertible bonds and warrants.

During the three months ended March 31, 2025 there were 909,874 potentially dilutive warrants

During the three months ended March 31, 2024 there were 909,874 potentially dilutive warrants outstanding.

For the periods ended March 31, 2025 and 2024, basic and diluted earnings

per share (EPS) were the same, which because the impact of potentially dilutive securities is anti-dilutive during periods of net loss,

means they do not reduce the loss per share.

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 Condensed Consolidated Statements of Operations

and Other Comprehensive Loss, and within equity in the Condensed Consolidated Balance Sheets, separately from equity attributable to owners

of the Company.

On March 31, 2025 and December

31, 2024, the aggregate non-controlling interests in the Company were $ 101,194 and $ 111,835 , respectively.

Liquidity and Capital Resources

In the three months ended March

31, 2025, we incurred a net loss, a loss from operations and negative cash flow from operations as we expanded our business of operating

cafés during the period.

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.

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 line of credit facility

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

As of September 30, 2024, there

are no outstanding amounts related to the Credit Facility and the credit remains $ 700,000 available to draw as on September 30, 2024.

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 .

$ 300,000 was drawn from the loan, which was converted to equity on September 24, 2024.

The remaining credit of $ 700,000 is available for draw as on March 31, 2025.

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

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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.

The Company may at any time during the term of

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

Each advance shall not be secured by a lien

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

Company has obtained letters of financial support from Alset International Limited and Alset Inc., a direct and indirect majority owner

of the Company, respectively.

Alset International Limited and Alset Inc.

committed to provide any additional funding required by the

Company and would not demand repayment through twelve months from the issuance of these condensed consolidated financial statements.

accounting pronouncement

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

on the Company’s consolidated financial statements.

November 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to

Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and

interim basis.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all

prior periods presented in the financial statements.

We do not expect the adoption of this guidance to have a material impact on our

consolidated financial statements.

3 - MERGER WITH HWH INTERNATIONAL INC.

(A NEVADA CORPORATION)

International Inc.

Alset Capital Acquisition Corp.;

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

acquisition company, incorporated in Delaware on October 20, 2021 and formed for the purpose of effecting a merger, capital stock

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

9, 2024, the Company, HWH International Inc.

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

the merger (the “Reverse Recapitalization”) pursuant to an agreement and plan of merger dated as of September 9,

transaction was accounted for as a Reverse Recapitalization in accordance with US GAAP.

Under this method of accounting, SPAC was treated as the “acquired” company for financial reporting purposes.

determination is primarily based on the fact that subsequent to the Reverse Recapitalization, HWH Nevada stockholders comprise a majority

of voting power on the Company, most of senior management of HWH Nevada continued as senior management of the combined company and identified

a majority of the members of the board of directors of the combined company, both companies are under common control;

and HWH Nevada’s

operations comprise the ongoing operations of the combined company.

Accordingly, for accounting purposes, the Company is considered to

be a continuation of HWH Nevada, with the net identifiable assets of SPAC deemed to have been acquired by HWH Nevada in exchange for

HWH Nevada common shares accompanied by a recapitalization, with no goodwill or intangible assets recorded.

connection with the Business Combination:

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

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.

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

SPAC, prior to the Business Combination, was 26 %

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

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

HWH Nevada was wholly-owned by Alset International Limited.

In the transactions

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

and liabilities had been transferred at that date.

OF RESTATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEETS

Consolidated Statement of Operations and Other Comprehensive Loss for the Nine Months Ended on September 30, 2023

As SPAC previously booked

Merger with HWH-NV

-Non-membership

Total revenue

Cost of revenue

-Non-membership

Total cost of revenue

$ ( 237,824 )

Operating expenses:

General and administrative expenses

$ ( 563,301 )

$ ( 1,325,599 )

$ ( 1,888,900 )

Total operating expenses

$ ( 563,301 )

$ ( 1,325,599 )

$ ( 1,888,900 )

Other income (expenses)

Loss on equity method investment, related party

Total other income

Income (loss) before provision for income taxes

Provision for income taxes

Net income (loss)

$ ( 853,027 )

Net income attributable to Non-Controlling Interests

Net income (loss) attributable to the common shareholders

$ ( 856,786 )

Other comprehensive income:

Foreign exchange translation adjustment

Total Other comprehensive income, net of tax

Comprehensive income (loss):

$ ( 850,492 )

Consolidated Balance Sheet as of December 31, 2023

As SPAC previously booked

Merger with HWH-NV

Current Assets

Account receivable, net

Other receivables, net

Prepaid expenses

Total Current Assets

Non-Current Assets

Property and equipment, net

Cash and marketable securities held in Trust Account

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable and accrued expenses

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Deferred underwriting fee payable

Total Current Liabilities

Non-Current Liabilities

Operating lease liabilities - Non-current

Total Non-Current Liabilities

Commitments and Contingencies

Temporary equity:

Class A common stock subject to possible redemption;

1,976,036 shares (at approximately $ 10.35 per share) as of December 31, 2023

Stockholders’ Equity

Preferred stock, $ 0.001 par value;

10,000,000 shares authorized;

none issued and outstanding as of December 31, 2023

Common stock, $ 0.0001 par value;

50,000,000 shares authorized;

10,000 issued and outstanding as of December 31, 2023

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

473,750 issued and outstanding as of December 31, 2023

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

2,156,250 issued and outstanding as of December 31, 2023

Common stock value

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 1,984,318 )

( 2,765,403 )

Total Stockholders’ Deficit

$ ( 1,984,055 )

$ ( 978,115 )

$ ( 2,962,170 )

Non-controlling interests

Total Stockholders’ Deficit

( 1,984,055 )

( 2,953,504 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

4 — ACCOUNTS RECEIVABLE, NET

receivable, net at September 30, 2024, December 31, 2023, September 30, 2023 and December 31, 2022 of $ 35,067 , $ 28,611 , $ 24,189 and $ 9,070 ,

respectively, represent collection 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 September 30, 2024 and December 31, 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.

5 — PREPAID COMMISSIONS

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

Prepaid commissions

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

6 — INVENTORY

of September 30, 2024 and December 31, 2023, the balance of finished goods was $ 1,894 and $ 1,977 , respectively.

There is no provision

for slow-moving or obsolete inventory during the three and nine months ended September 30, 2024.

During the three and nine months ended

September 30, 2023, the Company wrote off $ 9,743 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 three and nine months ended September 30, 2023.

7 — PROPERTY AND EQUIPMENT, NET

components of property and equipment are as follows:

OF PROPERTY AND EQUIPMENT, NET

September 30, 2024

The Company has obtained letters of financial support from Alset Inc., a direct

majority owner of the Company, respectively.

committed to provide any additional funding required by the Company and would

not demand repayment through twelve months from the issuance of these condensed consolidated financial statements.

Accounting pronouncements pending adoption

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes

(Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), expanding the disclosures requirement for income

taxes primarily by requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.

ASU 2023-09 is

effective for annual periods beginning after December 15, 2024.

Early adoption is permitted, and adoption of ASU 2023-09 can be applied

prospectively or retrospectively.

The Company is currently evaluating the impact of this standard.

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

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 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net at March

31, 2025, December 31, 2024, March 31, 2024 and December 31, 2023 of $ 35,106 , $ 17,546 , $ 29,156 and $ 28,611 , respectively, represent collection

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 March 31, 2025 and December

31, 2024, the allowance for credit losses was an immaterial amount.

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

to its customers.

NOTE 4 — INVENTORY

As of March 31, 2025 and December

31, 2024, the balance of finished goods was $ 2,585 and $ 1,574 , respectively.

There is no provision for slow-moving or obsolete inventory

during the three months ended March 31, 2025 and 2024.

NOTE 5 — PROPERTY AND EQUIPMENT, NET

The components of property and

equipment are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

March 31, 2025

Office Equipment

26 unchanged sentences

Leasehold Improvements

the three months ended September 30, 2024 and 2023, the Company recorded depreciation expenses of $ 15,320 and $ 14,910 , and impairment

of property and equipment of $ 69,343 and $ 0 , respectively.

For the nine months ended September 30, 2024 and 2023, the Company recorded

depreciation expenses of $ 45,529 and $ 43,385 and impairment of property and equipment of $ 69,343 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 September 30, 2024, the Company disposed the office equipment,

at cost of $ 7,429 , and the furniture and fittings, at cost of $ 2,784 , from F&BPLQ due to close down of café.

$ 5,882 loss on

disposal of PPE was recorded in the general and administrative expenses.

8 — INVESTMENTS AT COST

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

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

These investments are measured at fair value on

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

An impairment loss

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

value of the investment.

No impairment was recorded as of and for the nine months ended September 30, 2024.

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

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

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

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

The JVC will be initially

owned as follows:

(a) HWHPL will hold 19 % of the shares in the JVC;

Chan will hold 11 %;

and (c) the remaining 70 % of the shares

in the JVC are to be held by Mr.

As of September 30, 2024, HapiTravel Holding Pte.

has not opened a bank account and the Company

has not paid the subscription fee.

Food & Beverage Pte.

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

(“F&BH”) for Ideal Food & Beverage Pte.

(“IFBPL”) with the

subscription of 19,000

shares constituting 19 %

of the issued shares of IFBPL.

The subscription fee of $ 14,010

was paid to IFBPL on May 23, 2024.

9 — COMMISSIONS EXPENSE

commissions as of September 30, 2024 and December 31, 2023 represent mainly sales commission payable.

For the three months ended September

30, 2024 and 2023, sales commission expenses of $ 0 and $ 1,147 respectively, were recorded and included in cost of revenue in the Company’s

consolidated statement of operations.

For the nine months ended September 30, 2024 and 2023, sales commission expenses of $ 0 and $ 13,837

respectively, were recorded and included in cost of revenue in the Company’s consolidated statement of operations.

10 – LOAN DUE TO THIRD PARTY

Office equipment

Furniture and Fittings

Kitchen Equipment

Operating Equipment

Leasehold Improvements

For the three months ended March

31, 2025 and 2024, the Company recorded depreciation expenses of $ 3,282 and $ 14,643 , respectively.

There is no impairment of property

and equipment during the three months ended March 31, 2025 and 2024.

NOTE 6 — 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 is recognized

in the consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds the fair value of the

No impairment was recorded as of and for the three months ended March 31, 2025.

Ideal Food & Beverage Pte.

On March 14, 2024, the Company

entered into a share subscription agreement through its subsidiary Alset F&B Holding Pte.

(“F&BH”) for 19,000

shares of Ideal Food & Beverage Pte.

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

The subscription

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

The Company impaired this investment of $ 14,010 to $ 0 , due to net liabilities of IFBPL

as of December 31, 2024.

NOTE 7 – LOAN DUE TO THIRD PARTY

Loans for Operations

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

current operations.

Ketomei owes the bank $ 43,236 at September 30, 2024.

Ketomei also borrowed funds from an individual to whom Ketomei owes $4,684 at September 30, 2024.

The Company’s subsidiary,

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

owes the bank $ 27,849 at March 31, 2025.

Promissory Note to EF Hutton LLC

On December 18, 2023, the Company’s

subsidiary, HWH International Inc.

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”), a division of Benchmark Investments, LLC, under

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

1 unchanged sentence

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

The 149,443 shares were issued as of the price

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

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 .

8 unchanged sentences

installments through October of 2028, the outstanding balance being paid annually until the balance owed is paid in full.

11 — DUE TO ALSET INC .

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

The amount due to AEI represents

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

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

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

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

The amounts due to AEI at September 30, 2024 and December 31, 2023 are $ 210,927 and $ 202,645 respectively.

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

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

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

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 8 — 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 March 31, 2025 and December 31, 2024 are $ 209,614 and $ 209,614 respectively.

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

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

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

On April 14, 2025, the Company entered into an amendment (the “Amendment”) to this Credit Facility Agreement.

Under the terms of the Amendment, the date upon which each advance made under the Credit Facility and all accrued but unpaid interest

shall be due and payable was extended from April 24, 2025 to April 14, 2026.

Further, pursuant to the Amendment, the Company released

Alset International Limited from its obligations under its Letter of Continuing Financial Support to the Company dated March 28, 2025.

The terms of Alset Inc.’s Letter of Continuing Financial Support to the Company were not altered by the Amendment.

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

shall bear a simple interest rate of three percent ( 3 %)

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

On September 30, 2024, $ 0 of this amount remained outstanding.

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

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

Each Advance shall

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

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

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

The Company may at any time during the term of

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

Each Advance shall not be secured by a lien

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

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

On March 31, 2025, $ 3,164 of the interest

remained outstanding.

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 9 — 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

The amounts due to AIL at March 31, 2025 and December 31, 2024 are $ 5,044,200 and $ 5,096,047 , respectively.

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.

12 — DUE TO/FROM RELATED PARTIES

to Alset International Limited.

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

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

There is no written,

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

Since the amount due to

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

The amounts due to AIL at September 30, 2024 and December 31, 2023

are $ 281,140 and $ 1,729,901 , respectively.

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

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

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

to Alset Business Development Pte.

Business Development Pte.

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

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

(“HCI”) for the investment in Ketomei

On April 14, 2025, the Company entered into an amendment

(the “Amendment”) to the Credit Facility Agreement with Alset Inc.

dated April 24, 2024, pursuant to the Amendment, the Company

released Alset International Limited from its obligations under its Letter of Continuing Financial Support to the Company dated March

The terms of Alset Inc.’s Letter of Continuing Financial Support to the Company were not altered by the Amendment.

Due from Alset Business Development Pte.

Alset Business Development Pte.

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

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

for the investment in Ketomei Pte.

Ltd (“Ketomei”) in March 2022,

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 amounts due to ABD at September 30, 2024 and December 31, 2023 are $ 190,097 and $ 184,507 , respectively.

to BMI Capital Partners International Limited.

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

company, Alset Inc.

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

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

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

The amounts due to BMI at September 30, 2024 and December

31, 2023 are $ 2,992 and $ 1,442 , respectively.

and Administrative Services

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

a total of $ 10,000

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

Upon completion of the

Business Combination, the Company ceased paying these monthly fees.

During the nine months ended September 30, 2024 and 2023, the

Company recorded a charge of $ 0

and $ 90,000 ,

to the statement of operations pursuant to the agreement.

Capital Loans

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

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

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

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

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

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

The amount due from ABD at March 31, 2025 is $ 4,111,623 and amount due from ABD at December 31, 2024 is $ 4,113,701 .

Due from HotApp International Limited.

HotApp International Limited (“HAIL”)

is incorporated in Hong Kong and is a fellow subsidiary of the common parent company, Alset Inc.

The amount due to HAIL represents the

amount loaned HWHPL to HAIL in January 2025.

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

amount due to HAIL is non-interest bearing.

Since the amount due to HAIL is due upon request, it is classified as due to related parties, net under current liability of Condensed Consolidated

Balance Sheet.

The amount due from HAIL at March 31, 2025 is $ 253,003 .

Due from Hapi Cafe Limited.

Hapi Cafe Limited (“HCHK”)

is incorporated in Hong Kong and is a fellow subsidiary of the common parent company, Alset Inc.

The amount due to HCHK represents the

amount loaned HWHPL to HCHK in January 2025.

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

amount due to HCHK is non-interest bearing.

Since the amount due to HCHK is due upon request, it is classified as due to related parties, net under current liability of Condensed Consolidated

Balance Sheet.

The amount due from HCHK at March 31, 2025 is $ 128,569 .

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.

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 September

30, 2024 and December 31, 2023 there was $ 0 and $ 205,305 outstanding under the extension loan, respectively.

13 — RELATED PARTY TRANSACTIONS

August 31, 2023, Hapi Café Inc.

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.

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.

NOTE 10 — RELATED PARTY TRANSACTIONS

On August 31, 2023, Hapi Café

and Ketomei Pte.

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

Ketomei up to $ 36,634

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

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.

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.

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.

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

of convertible loan.

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

convertible loan to impairment of equity method investment.

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

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

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.

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

of loss on goodwill.

After this additional investment, the Company owns 55.65 % of Ketomei’s outstanding shares and Ketomei is consolidated

into the financial statements of the Company beginning on February 20, 2024.

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

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

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

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

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

At the time of filing, the Company has

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

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

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

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

CN 2 bears an 8 % interest

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

into 208,333,333 shares of SHRG’s common stock at the option of the Company (“WRNT 1”), 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.

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

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

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

CN 2 bears an 8 % interest rate

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

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

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

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

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

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

CN 3 bears an 8 % interest

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

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

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

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

CN 3 bears an 8 % interest rate

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

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

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

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

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

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.

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

(“AEI”), pursuant to which Alset Inc.

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

AEI is the majority shareholder

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

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

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

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

is the majority shareholder of the Company.

On January 15, 2025, the Company

entered into a securities purchase agreement with Sharing Services Global Corporation (“SHRG”), pursuant to which the Company

purchased from SHRG a Convertible Promissory Note (“CN 5”) to the Company in the amount of $ 150,000 , convertible into 309,650

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 150,000 .

1 unchanged sentence

rate and has a scheduled maturity three years from the date of the CN 5.

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

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

of September 30, 2024, a total of $ 48,000 in commitment fees and $ 23,526 of convertible note interest was recorded under other receivable.

March 31, 2025, 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 6”) in the amount of $ 150,000 , convertible

into 187,500 shares of SHRG’s common stock at the option of the Company (“WRNT 2”), and (ii) certain warrants exercisable

into 937,500 shares of SHRG’s common stock at an exercise price of $ 0.85 per share, the exercise period of the warrant being three

( 3 ) years from the date of the securities purchase agreement.

At the time of filing, the Company has not converted any of the debt contemplated

by CN 6 nor exercised any of the warrants.

Additionally, upon signing CN 6, SHRG owed the Company a commitment fee of 8 % of the

principal amount, $ 12,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company.

March 31, 2025 and December 31, 2024, a total of $ 60,000 and $ 48,000 in commitment fees and $ 57,471 and $ 39,323 of convertible note interest

was recorded under other receivable.

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

2 unchanged sentences

Chairman, respectively, of SHRG.

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

OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

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

2025 and December 31, 2024:

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

Fair Value Measurement Using

September 30, 2024

March 31, 2025

Warrants – SHRG

1 unchanged sentence

Total Investment in securities at Fair Value

fair value of the SHRG warrants under level 2 category as of September 30, 2024 was calculated using a binomial option pricing model

valued with the following weighted average assumptions:

OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

September 30, 2024

Fair Value Measurement Using

December 31, 2024

Warrants – SHRG

Convertible loans receivable – SHRG

Total Investment in securities at Fair Value

The fair value of the SHRG warrants

under level 2 category as of March 31, 2025 and December 31, 2024 were calculated using a binomial option pricing model valued with the

following weighted average assumptions:

SCHEDULE OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS

March 31, 2025

December 31, 2024

Exercise price

3 unchanged sentences

Year to maturity

March 31, 2025

Exercise price

Risk free interest rate

Annualized volatility

Dividend yield

Year to maturity

Warrants measurement input

2 unchanged sentences

The Company engaged third party 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:

March 18, 2024

August 13, 2024

As of September 30, 2024

March 18, 2024

August 13, 2024

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:

Risk-free interest rate

3 unchanged sentences

Expected dividend yield

Debt measurement input

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

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

from F&B business amounting to approximately $ 555 and $ 2,209 during the three months ended September 30, 2024 and 2023, respectively,

was related to corporate sales.

Revenue from F&B business amounting to approximately $ 3,904 and $ 4,981 during the nine months ended

September 30, 2024 and 2023, respectively, was related to corporate sales.

That revenue was derived from corporate sales to related parties

who purchased meals and paid for their staff.

in Accounts Receivable, net at September 30, 2024 and December 31, 2023 is $ 11,683 and $ 7,405 , respectively, of amounts due from related

in other income during the three months ended September 30, 2024 and 2023 is $ 1,646 and $ 1,681 , respectively of rental income from related

Included in other income during the nine months ended September 30, 2024 and 2023 is $ 4,902 and $ 5,071 , respectively of rental

income from related parties.

14 — STOCKHOLDERS’ EQUITY

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 September 30, 2024, there were no shares of preferred stock outstanding.

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

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

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

Risk-free interest rate

Expected life

Discount rate

Expected volatility

Expected dividend yield

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 $ 828 and $ 1,344 during the three months ended March 31, 2025 and 2024, respectively, was related to corporate

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

Included in Accounts Receivable,

net at March 31, 2025 and December 31, 2024 is $ 3,308 and $ 1,652 , respectively, of amounts due from related parties.

Included in other income during

the three months ended March 31, 2025 and 2024 is $ 1,522 and $ 1,819 , respectively of rental income from related parties.

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

LEH provides personalized insurance solutions, offering expert guidance to meet the unique coverage needs of each

LEH is in the early stages of its development, has no employees on its payroll, and has yet to turn a profit.

The Company paid $ 75,000 for the acquisition and recorded $ 77,480 of goodwill as result of the acquisition, which

was immediately written off.

As of March 31, 2025, the

Company impaired goodwill of $ 77,480 to $ 0 ,

which was generated from net asset value during the acquisition.

Total impairment expenses were $ 77,480 .

HapiTravel Holding Pte.

On April 25, 2024, the Company

entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness Pte.

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.

The JVC will be initially owned

(a) HWHPL will hold 19 % of the shares in the JVC;

Chan will hold 11 %;

and (c) the remaining 70 % of the shares in the

JVC will be held by Mr.

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.

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

As of March 31, 2025, HTHPL owed the

Company a total of $ 161,638 , which is recorded in other

receivables in the financial statements.

This amount is presented net of the subscription fee of $ 190

that the Company owed for the 19 %

shareholding in the JVC.

NOTE 11 — STOCKHOLDERS’ EQUITY

The total amount of authorized

capital stock of the Company consists of 56,000,000 shares, consisting of (a) 55,000,000 shares of common stock (the “Common Stock”),

and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).

As of March 31, 2025 and December 31, 2024, 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 a 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.

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

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

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

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.

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:

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 a Business Combination.

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.

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.

Redemption of Warrants When

the Price per Share of Class A Common Stock Equals or Exceeds $90.00 — Once the warrants become exercisable, the Company

may redeem the outstanding Public Warrants:

in whole and not in part;

1 unchanged sentence

Public Warrant;

upon a minimum of 30 days’

prior written notice of redemption, or the 30-day redemption period to each warrant holder;

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.

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.

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.

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.

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 an Initial Business Combination, subject to certain exceptions.

following table summarizes the warrant activity for the nine months ended September 30, 2024 and 2023.

OF WARRANT ACTIVITY

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

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 90.00 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 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 not 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 three months ended March 31, 2025 and 2024.

SCHEDULE OF WARRANT ACTIVITY

Remaining Contractual

3 unchanged sentences

Forfeited, cancelled, expired

Warrants Outstanding as of September 30, 2024

Warrants Vested and exercisable at September 30, 2024

Warrants Outstanding as of March 31, 2025

Warrants Vested and exercisable at March 31, 2025

Remaining Contractual

3 unchanged sentences

Forfeited, cancelled, expired

Warrants Outstanding as of September 30, 2023

Warrants Vested and exercisable at September 30, 2023

of HWH Shares to EF Hutton

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

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

Company tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination of $ 325,000 in cash payable upon the closing

of the Business Combination, 149,443 shares of the Company’s common stock and a $ 1,184,375 promissory note as full satisfaction.

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

The 149,443 shares were issued at the price

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

The fair value of the Company shares at issuance

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

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

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

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 nine months ended September 30, 2024.

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

Since the Company’s

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

The Company’s weighted-average remaining lease term relating to its operating leases is 1.92 years, with a weighted-average

discount rate of 3.78 %.

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.

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 $ 117,806

and $ 126,042 , which were

included in general and administrative expenses in the statements of operations for the three months ended September 30, 2024 and

2023, respectively.

Total lease expenses amounted to $ 377,945

and $ 382,080 , which were

included in general and administrative expenses in the statements of operations for the nine months ended September 30, 2024 and

2023, respectively.

Total cash paid for operating leases amounted to $ 134,884

and $ 139,044 for

the three months ended September 30, 2024 and 2023, respectively.

Total cash paid for operating leases amounted to $ 391,884

and $ 425,951 for

the nine months ended September 30, 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 $ 6,881

is included in general and administrative expenses for the three months ended September 30, 2024 and 2023, respectively.

short-term lease expense of $ 17,200

is included in general and administrative expenses for the nine months ended September 30, 2024 and 2023, respectively.

balance sheet information related to operating leases was as follows:

Warrants Outstanding as of March 31, 2024

Warrants Vested and exercisable at March 31, 2024

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.

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.

NOTE 12 — LEASES

The Company has operating leases

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

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 1.64 years, with a weighted-average discount rate of 3.29 %.

The Company has also utilized the following practical

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.

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 $ 109,129 and $ 125,143 , which were included in general and administrative expenses in the statements of operations for the

three months ended March 31, 2025 and 2024, respectively.

Total cash paid for operating leases amounted to $ 109,104 and $ 170,801 for the

three months ended March 31, 2025 and 2024, respectively.

In addition, the Company leases certain equipment on a short-term (12 months

or less) basis.

Total short-term lease expense of $ 3,762 and $ 3,441 is included in general and administrative expenses for the three months

ended March 31, 2025 and 2024, respectively.

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

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES

September 30, 2024

December 31, 2023

Right-of-use assets

2 unchanged sentences

Total lease liabilities

of September 30, 2024, the aggregate future minimum rental payments under non-cancelable agreements are as follows:

As of March 31, 2025, the aggregate

future minimum rental payments under non-cancelable agreements are as follows:

SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS

Maturity of Lease Liabilities

12 months ending September 30, 2025

12 months ending September 30, 2026

12 months ending September 30, 2027

12 months ended March 31, 2026

12 months ended March 31, 2027

12 months ended March 31, 2028

Total undiscounted lease payments

3 unchanged sentences

Operating lease liabilities - Non-current

16 — COMMITMENTS AND CONTINGENCIES

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.

17 — DISAGGREGATION OF REVENUE

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

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

SCHEDULE OF DISAGGREGATION OF REVENUE

September 30, 2024

September 30, 2023

Membership Fee

Product Sales

Food and Beverage

September 30, 2024

September 30, 2023

Membership Fee

Product Sales

Food and Beverage

18 — CONCENTRATION RISK

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

These balances are usually secured by the central

banks’ insurance companies.

NOTE 13 — 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.

NOTE 14 — 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 September 30, 2024 and December 31,

2023, uninsured cash balances were $ 799,659 and $ 21,989,947 , respectively.

the three and nine months ended September 30, 2024, five suppliers accounted for approximately over 79 % and 82 % of the Company’s

total costs of revenue, respectively.

the three and nine months ended September 30, 2023, five suppliers accounted for approximately over 67 % and 60 % of the Company’s

total costs of revenue, respectively.

19 — INVESTMENT IN ASSOCIATE & CONVERTIBLE NOTES RECEIVABLE, RELATED

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 nine months ended September 30, 2024.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

December 31, 2023

September 30, 2024

Investment in associate, related party

Convertible note receivable, related party

September 30, 2023

Investment in associate, related party

As of March 31, 2025 and December 31, 2024, uninsured cash balances were $ 3,765,439

and $ 3,861,339 , respectively.

Major Suppliers

For the three months ended March

31, 2025, five suppliers accounted for approximately over 76 % of the Company’s total costs of revenue.

For the three months ended March

31, 2024, five suppliers accounted for approximately over 80 % of the Company’s total costs of revenue.

NOTE 15 — CONVERTIBLE NOTES RECEIVABLE, RELATED

the three months ended March 31, 2025 and 2024, the Company held convertible notes receivable with SHRG.

The following table shows the

activity of the notes during the three months ended March 31, 2025 and 2024.

SCHEDULE OF CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY

Convertible note receivable, related party

the first nine months of 2024, the Company impaired convertible note receivable of $ 42,328 to $ 0 and total impairment expenses were $ 42,328 .

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

of convertible loan.

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

convertible loan to impairment of equity method investment.

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

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

beginning on February 20, 2024.

the nine months ended September 30, 2024, the Company held convertible notes receivable with SHRG.

The following table shows the activity

of the notes during the nine months ended September 30, 2024.

SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY

Net Unrealized Losses

September 30, 2024

Convertible note receivable, related party

the nine months ended September 30, 2024, the Company revalued the convertible note receivable with SHRG of $ 850,000 to $ 739,590 .

total $ 256,555 revaluated loss amount was booked in unrealized loss on convertible note receivable – related party and $ 146,145

revaluated gain amount was booked in additional paid in capital as this was a related party transaction.

20 — CHANGE IN FISCAL YEAR

connection with the Business Combination, the Company changed its fiscal year from November 30 to December 31.

The Company has recently

reported its audited financial statements on form 10-K for the year ended November 30, 2023.

The Company’s financial statement

for one month of December 2023, that were not previously reported include expenses related to business combination, ordinary business

expenses and investment income.

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONDENSED CONSOLIDATED BALANCE SHEETS

SCHEDULE OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS

December 31, 2023

Current assets:

Other current assets

Total current assets

Cash and marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses

Extension Loan – Related Party

Total current liabilities

Deferred underwriting compensation

Total liabilities

Commitments and contingencies

Temporary equity:

Class A common stock subject to possible redemption;

1,976,036 shares (at approximately $ 10.35 per share) as of December 31, 2023

Stockholders’ deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

473,750 issued and outstanding (excluding 1,976,036 shares subject to possible redemption) as of December 31, 2023

Class B common stock, $ 0.0001 par value;

5,000,000 shares authorized;

2,156,250 shares issued and outstanding as of December 31, 2023

Accumulated deficit

( 1,984,318 )

Total stockholders’ deficit

( 1,984,055 )

Total liabilities and stockholders’ deficit

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

December 31, 2023

Administration fee - related party

General and administrative

TOTAL EXPENSES

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

TOTAL OTHER INCOME

Income tax expense

21 — SUBSEQUENT EVENT

Company has evaluated events that have occurred after the balance sheet date through the date of this report and determined that there

were no subsequent events or transactions that required recognition or disclosure in the condensed consolidated financial statements.

During the three months ended

March 31, 2025 and 2024, the Company revalued the convertible note receivable with SHRG of $ 744,652 to $ 1,061,372 and $ 0

to $ 324,521 , respectively.

The total $ 17,442 and $ 0 revaluated gain amount were booked in unrealized gain on convertible note receivable

– related party and $ 87,131 and $ 216,188 revaluated gain amount were booked in additional paid in capital as this was a related

party transaction, respectively.

NOTE 16 – CORRECTION OF AN IMMATERIAL ERROR

IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

During the year ended December

31, 2024, the Company identified an immaterial error related to amounts allocated to Temporary Equity in its previously issued financial

statements for the three months ended March 31, 2024.

The error resulted in an overstatement of Retained

Earnings and a corresponding understatement of Temporary Equity by approximately $ 645,860 for the three months ended March 31, 2024.

There was no impact on net income,

earnings per share, or total equity for any period presented.

During the period ended March

31, 2025, the Company identified an immaterial error related to foreign currency translation adjustment in its previously issued financial

statements for the year ended December 31, 2024.

The error resulted in an

understatement of general and administrative expenses and a corresponding overstatement of foreign currency translation adjustment

by approximately $ 159,263

for the year ended December 31, 2024.

There was $ 159,263

increase on net loss, a ($ 0.04 )

decrease in earnings per share, and a $ 159,263

decrease in total equity.

The accompanying comparative 2024 financial statements

have been revised to correct this error.

The Company has evaluated the error in accordance with the SEC’s Staff Accounting Bulletin

99 and SAB No.

108 and concluded that it was not material to its previously issued financial statements and therefore has been corrected

herein through revision.

NOTE 17 — SUBSEQUENT EVENTS

On April 14, 2025, the Company

entered into an amendment (the “Amendment”) to the Credit Facility Agreement with Alset Inc.

dated April 24, 2024, pursuant

to which Alset Inc.

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

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

Under the terms of the Amendment, the date upon which each advance made under the Credit Facility and

all accrued but unpaid interest shall be due and payable was extended from April 24, 2025 to April 14, 2026.

Further, pursuant to the

Amendment, the Company released Alset International Limited from its obligations under its Letter of Continuing Financial Support to the

Company dated March 28, 2025.

The terms of Alset Inc.’s Letter of Continuing Financial Support to the Company were not altered by

the Amendment.

Loan Agreement with SHRG

On April 17, 2025, the Company entered into a Loan

Agreement (the “Loan Agreement”) with Sharing Services Global Corp., a related party of the Company (“SHRG”),

under which the Company provided a loan to SHRG in the amount of $ 250,000 .

The maturity date of the Loan Agreement is April 17, 2026 .

The Loan Agreement bears an 8 % interest rate.

Additionally, upon execution SHRG incurred a commitment fee representing 5 % of the loan

principal, $ 12,500

Sale of HWH World Inc

On April 23, 2025, the Company completed the

sale of HWH World Inc.(“HWHKOR”) by Health Wealth Happiness Pte.

(“HWHPL”) to AES Group

(“AES”), a Korean entity.

sale was consummated under a term sheet signed on April 20, 2025, pursuant to which the Company agreed to transfer its 100% equity

interest in HWHKOR to AES.

In exchange, AES agreed to issue new shares, representing 19.9% of the enlarged share capital of AES to the Company upon closing.

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

What changed 10-Q

Item 1. Financial Statements