What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 930 added, 988 removed, 324 unchanged (86% of the section changed)

Financial Statements.

HWH International Inc.

International Inc.

and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2025

Balance Sheets

receivable, net

receivables, net

from related parties, net

loans receivable - related party, at fair value

security – related party

Current Assets

Account receivable, net

Other receivables, net

and equipment, net

– non-current

Convertible loans receivable - related party, at fair value

Investment security – related party

Prepaid expenses

Total Current Assets

lease right-of-use assets, net

Non-Current Assets

Property and equipment, net

Investment at cost

Operating lease right-of-use assets, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

to related parties, net

lease liabilities - current

payable - current

Current Liabilities

Accounts payable and accrued expenses

Accrued commissions

Due to related parties, net

Operating lease liabilities - current

Notes payable - current

Deferred revenue

Total Current Liabilities

lease liabilities - non-current

Non-Current Liabilities

Operating lease liabilities - non-current

Total Non-Current Liabilities

Commitments and Contingencies (Note 13)

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

and Contingencies (Note 13)

Stockholders’

stock, $ 0.0001 par value;

1,000,000 shares authorized;

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

Common stock, $ 0.0001 par value;

none issued and outstanding as of June 30, 2025 and December 31, 2024

stock, $ 0.0001 par value;

55,000,000 shares authorized;

and 5,593,920 issued and outstanding as

of March 31, 2025 and December 31, 2024 *

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 6,882,141 )

( 6,317,010 )

Total HWH International Inc.

Stockholders’ Equity

Non-controlling interests

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.

6,476,400 and 5,593,920 issued and outstanding as of June 30, 2025 and December

paid in capital

other comprehensive loss

HWH International Inc.

Stockholders’ Equity

Non-controlling

Stockholders’ Equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

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

International Inc.

and Subsidiaries

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

Statements of Operations and Other Comprehensive Loss

the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Cost of revenue

$ ( 161,501 )

$ ( 169,969 )

$ ( 309,104 )

$ ( 292,782 )

Operating expenses:

2 unchanged sentences

$ ( 654,740 )

$ ( 1,152,923 )

$ ( 1,783,931 )

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

3 unchanged sentences

$ ( 654,740 )

$ ( 1,230,403 )

$ ( 2,150,123 )

Other non-operating income

Other income (expense)

1 unchanged sentence

Foreign exchange transaction gain (loss)

Gain on disposal of securities investment

Unrealized gain on securities investment

Gain on disposal of subsidiaries

Loss on equity method investment - related party

Unrealized gain on convertible note receivable – related party

Total Other income (expense)

Loss before provision for income taxes

Unrealized loss on convertible note receivable – related party

Total Other non-operating income

Income (loss) before provision for income taxes

( 1,740,160 )

Net income (loss)

$ ( 403,641 )

$ ( 410,995 )

Net (loss) income attributable to non-controlling Interests

Net loss attributable to common stockholders

$ ( 1,740,160 )

Net loss attributable to Non-Controlling Interests

Net income (loss) attributable to common stockholders

$ ( 387,923 )

$ ( 394,611 )

$ ( 1,724,761 )

Net income (loss)

( 1,740,160 )

Other comprehensive income, net of tax:

1 unchanged sentence

$ ( 451,046 )

$ ( 151,246 )

$ ( 554,011 )

Total comprehensive loss, net of tax:

1 unchanged sentence

$ ( 554,887 )

$ ( 965,006 )

$ ( 1,804,588 )

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

2 unchanged sentences

$ ( 539,169 )

$ ( 948,213 )

$ ( 1,789,189 )

Three Months Ended

March 31, 2025

June 30, 2025

Three Months Ended

March 31, 2024

June 30, 2024

Loss per common share

Weighted average number of common shares outstanding *

The numbers of weighted average outstanding common stock - basic and diluted were adjusted retrospectively to reflect the 5-for-1 reverse stock split on February 24, 2025

The accompanying

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

HWH International Inc.

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

Loss per common share

Weighted average number of common shares outstanding *

numbers of weighted average outstanding common stock - basic and diluted were adjusted retrospectively to reflect the 5-for-1 reverse stock split on February 24, 2025

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

International Inc.

and Subsidiaries

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

Statements of Changes in Stockholders’ Equity (Deficit)

the Three and Six Months Ended June 30, 2025 and 2024

Comprehensive

Stockholders’

Equity (Deficit)

controlling interests

Stockholders’

Equity (Deficit)

International

7 unchanged sentences

Warrants exercised to Common Stock

Revaluation for SHRG note receivable and warrants

Acquisition of LEH Insurance Group LLC

9 unchanged sentences

$ ( 6,795,010 )

Net income (loss)

Foreign currency translation adjustment

$ ( 450,653 )

$ ( 451,046 )

Balances at June 30, 2025

$ ( 811,200 )

$ ( 6,711,621 )

International

7 unchanged sentences

$ ( 3,599,365 )

$ ( 197,051 )

$ ( 3,567,016 )

$ ( 3,608,031 )

$ ( 3,599,365 )

Issuance of Common Stock to EF Hutton for Deferred Underwriting Compensation

16 unchanged sentences

$ ( 2,967,999 )

The accompanying notes are an integral part of these

condensed consolidated financial statements.

HWH International Inc.

Revaluation for SHRG note receivable and warrants

Change in Non-Controlling Interest Ketomei

$ ( 387,923 )

$ ( 403,641 )

Net (income) loss

$ ( 387,923 )

$ ( 403,641 )

Foreign currency translation adjustment

$ ( 151,246 )

Balances at June 30, 2024

$ ( 261,479 )

$ ( 5,291,777 )

$ ( 3,611,760 )

$ ( 3,499,463 )

$ ( 261,479 )

$ ( 5,291,777 )

$ ( 3,611,760 )

$ ( 3,499,463 )

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

International Inc.

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2025 and 2024

March 31, 2025

March 31, 2024

Statements of Cash Flows

the Six Months Ended June 30, 2025 and 2024 (Unaudited)

June 30, 2025

June 30, 2024

Cash flows from operating activities:

4 unchanged sentences

Loss on equity method investment, related party

Gain on disposal of subsidiaries

Depreciation expense

2 unchanged sentences

Impairment loss on goodwill

Unrealized gain on convertible note receivable – related party

Unrealized (gain) / loss on convertible note receivable – related party

Fair value (gain) on investment securities

(Gain) on disposal of investment securities

Loss on disposal of equipment

Changes in operating assets and liabilities:

4 unchanged sentences

Accrued commissions

Income tax payable

Deferred revenue

6 unchanged sentences

Convertible loans receivable - related party

Net cash used in investing activities

$ ( 300,000 )

Investment in joint venture

Purchase of financial assets

Cash withdrawn from trust account for redemptions

Cash withdrawn from trust account available to the Company

Loan receivable - related party

Net cash (used in) / provided by investing activities

$ ( 741,523 )

1 unchanged sentence

Repayment of loans and borrowing

$ ( 247,300 )

Repayment of deferred underwriting compensation

Cash from deferred underwriting compensation

Advances from related parties

Proceed from issuance of Common Stock and Warrants

Net cash provided by financing activities

Advances to related parties

( 1,631,936 )

( 2,375,897 )

Proceed from issuance of net Common Stock and Warrants

( 21,102,871 )

Repayment of note payable

Net cash provided by / (used in) financing activities

$ ( 19,741,963 )

Net decrease in cash

10 unchanged sentences

Boral Capital (f.k.a.

EF Hutton) for

Deferred Underwriting Compensation

Issuance of Common Stock

EF Hutton) for Deferred Underwriting Compensation

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.

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

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

International Inc.

and Subsidiaries

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.

to the Consolidated Financial Statements

the Six Months Ended June 30, 2025 and 2024

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 three cafés, one of which

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

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”).

Pursuant to the Merger Agreement, the Business Combination

between the Company and the Target was effected through the merger of Merger Sub with and into HWH Nevada, with the Target surviving

the merger as a wholly owned subsidiary of the Company (the “Merger”).

Upon the closing of the Merger (the “Closing”)

on January 9, 2024, the Company changed its name to “HWH International Inc.” The board of directors of the Company (i) approved

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

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

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

The Merger was consummated following

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

other customary closing conditions.

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

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

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

share being valued at $ 10.00 .

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

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.

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 .

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited 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, 2025 or any other interim periods or for any

other future years.

These unaudited 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.

of Consolidation

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

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 six months ended June 30, 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 June 30, 2025 and 2024, respectively:

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

Ltd (“F&B1”), 10 % and 5 % from Hapi Café Korea Inc.

(“HCKI”), 21 % and 19 %

from Hapi Café SG Pte.

20 % and 19 % from Hapi Café SG Pte.

(“HCSGPL”), 0 % and 13 % from Alset F&B (PLQ) Pte.

(“F&BPLQ”) and

31 % and 20 % from Ketomei Pte.

and 32 % and 26 % from Ketomei Pte.

(“KPL” or “Ketomei”).

F&B1 was incorporated in Singapore on April

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.

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.

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

Due to the closure of this subsidiary

1 unchanged sentence

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

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 $ 3,729,873 and $ 4,341,746 as of June 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents

as of June 30, 2025 and December 31, 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 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 June 30, 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.

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

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

A contract is or contains a lease if it conveys the

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

To assess whether a contract is

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

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

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

The Company recognizes operating lease

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

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

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

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

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

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

incremental borrowing rate.

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

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.

Leases and Leases of Low Value Assets

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

or less at inception and leases of low value assets.

Lease payments associated with these leases are expensed as incurred.

Property, Plant and Equipment

Property, plant and equipment

are recorded at cost, less depreciation.

Plant and Equipment

plant and equipment are recorded at cost, less depreciation.

Repairs and maintenance are expensed as incurred.

Expenditures incurred as a consequence of acquiring

or using the asset, or that increase the value or productive capacity of assets are capitalized.

When property and equipment is retired,

sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and

any gain or loss is included in statement of operations.

Depreciation is computed by the reducing balance method (after considering their

respective estimated residual values) over the estimated useful lives of the respective assets as follows:

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

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Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

Shorter of lease life or asset life

The Company reviews the carrying

value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not

be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.

In cases where undiscounted

expected future cash flows are less than the carrying value, an impairment loss is recognized 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:

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

represents rental deposit paid for the office and the cafes that is refundable at the end of the rental period.

Deposit would be considered

as current if it is related to the rental which would expire within the next twelve months, while deposit would be considered as non-current

if it is related to the rental which would continue above the next twelve months.

As of June 30, 2025, $ 21,336 deposits were current

and would be refundable within the next twelve months.

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

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

to customers.

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

The amount of revenue recognized

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

The provisions

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

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

606 requires the Company to apply the following steps:

identify the contract with the customer;

the performance obligations in the contract;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

(4) allocate the transaction price to the performance

obligations in the contract;

and (5) recognize revenue when, or as, performance obligations are satisfied.

The Company generates its revenue

primarily from 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.

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.

(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 product sales and F&B business.

and Beverage :

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

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

Revenue is recorded net of applicable taxes, allowances,

refunds or returns.

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

ordering system.

The revenue received from Food and Beverage business for the three months ended June 30, 2025 and 2024 was $ 310,391

and $ 334,882 , respectively.

The revenue received from Food and Beverage business for the six months ended June 30, 2025 and 2024 was

$ 605,588 and $ 620,992 , respectively.

receivable is recorded at invoiced amounts net of an allowance for credit losses and does 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 account 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.

Account receivable considered

uncollectible is charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered

Assets and Liabilities

is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of June 30, 2025 and December

SCHEDULE OF CONTRACT ASSETS AND LIABILITIES

March 31, 2025

June 30, 2025

December 31, 2024

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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:

deferred revenue is generated from KPL, which consists of the prepaid orders from customers for delivery after June 30, 2025.

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 June 30, 2025 included in accounts payable and accrued expenses was VAT payable of $ 640 , and

December 31, 2024 in other receivables was VAT paid of $ 41,885 , due primarily to the purchase of inventory and payment of rents and accounting

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

platforms, and contractor fees for part-time staff.

is a breakdown of the Company’s cost of revenue for the three and six months ended June 30, 2025 and 2024.

the three months ended:

SCHEDULE OF COST OF REVENUE

March 31, 2025

June 30, 2025

Finished goods

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Total of Cost of revenue

March 31, 2024

June 30, 2024

Finished goods

4 unchanged sentences

Total of Cost of revenue

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

the six months ended:

June 30, 2025

Finished goods

Related shipping

Contractor fee

Franchise commission

Total of Cost of revenue

June 30, 2024

Finished goods

Related shipping

Contractor fee

Franchise commission

Sales commission

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

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

Advertising expenses for the three months

ended June 30, 2025 and 2024 were $ 38,249 and $ 4,324 , respectively.

Advertising expenses for the six months ended June 30, 2025 and 2024

were $ 107,094 and $ 6,566 , 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.

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

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

The assets and liabilities

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

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

A valuation allowance is provided to offset any net deferred

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

Tax positions

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

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

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

When tax returns are filed, there

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

In accordance

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

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

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

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

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

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.

During the six months ended June 30, 2025 there

were 909,874 potentially dilutive warrants outstanding.

the periods ended June 30, 2025 and 2024, basic and diluted earnings (loss) per share were the same, as the effect of potentially dilutive

securities was anti-dilutive during periods of net loss and therefore did not reduce the loss per share.

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 Loss, and within equity in the Consolidated Balance Sheets,

separately from equity attributable to owners of the Company.

June 30, 2025 and December 31, 2024, the aggregate non-controlling interests in the Company were $ 93,389 and $ 111,835 , respectively.

and Capital Resources

the six months ended June 30, 2025, we incurred a net loss, a loss from operations and negative cash flow from 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.

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

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

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

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

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$ 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.

The remaining credit of $ 700,000 is available

for draw as on June 30, 2025.

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

3 unchanged sentences

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.

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.

Company has obtained letters of financial support from Alset Inc., a direct majority owner of the Company.

committed to provide

any additional funding required by the Company and would not demand repayment through twelve months from the issuance of these consolidated

financial statements.

Pronouncements Pending Adoption

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.

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 the Consolidated Financial Statements.

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:

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

financial statements of specified information about certain costs and expenses.

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

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

The Company is currently evaluating the impact of adopting the standard

on the Consolidated Financial Statements.

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

As of June 30, 2025,

the Company only has one segment in F&B business.

The Company’s Chief Executive Officer and President and Chief Operating Officer

have joint responsibility as the CODMs and review and assess the performance of the Company as a whole.

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

The CODMs use 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 CODMs

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

CODMs do not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the

notes to the financial statements.

3 — ACCOUNTS RECEIVABLE, NET

receivable, net at June 30, 2025, December 31, 2024, June 30, 2024 and December 31, 2023 of $ 22,948 , $ 17,546 , $ 25,723 and $ 28,611 , respectively,

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

Accounts receivable is recorded

at invoiced amounts net of an allowance for credit losses and does not bear interest.

As of June 30, 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

4 — INVENTORY

of June 30, 2025 and December 31, 2024, the balance of finished goods was $ 6,369 and $ 1,574 , respectively.

There is no provision for

slow-moving or obsolete inventory during the three and six months ended June 30, 2025 and 2024.

5 — PROPERTY AND EQUIPMENT, NET

components of property and equipment are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

March 31, 2025

June 30, 2025

Office Equipment

1 unchanged sentence

Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

3 unchanged sentences

Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

2 unchanged sentences

Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

3 unchanged sentences

Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

3 unchanged sentences

Kitchen Equipment

Operating Equipment

Other Operating Equipment

Leasehold Improvements

2 unchanged sentences

Kitchen Equipment

Operating Equipment

Other 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.

the three months ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $ 3,380

and $ 15,666 ,

respectively.

For the six months ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $ 6,662

and $ 30,209 ,

respectively.

As of June 30, 2024, the Company disposed of office equipment with a cost of $ 7,351 ,

and furniture and fittings with a cost of $ 2,755 ,

from F&BPLQ due to the closure of the café.

loss on disposal of PPE was recorded in the general and administrative

6 — 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.

Food & Beverage Pte.

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

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

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

3 unchanged sentences

as of December 31, 2024.

NOTE 7 – LOAN DUE TO THIRD PARTY

Loans for Operations

The Company’s subsidiary,

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

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

Promissory Note to EF Hutton LLC

On December 18, 2023, the Company

entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting agreement previously entered into

by HWH and EF Hutton LLC (“EF Hutton”) (now known as D.

Boral Capital LLC), a division of Benchmark Investments, LLC, under

which in lieu of HWH tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination of $ 325,000 in cash paid upon

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

of HWH World Inc and acquisition of AES Group Inc.

April 23, 2025, the Company completed the sale of HWH World Inc.

(“HWHKOR”) by Health Wealth Happiness Pte.

to AES Group Inc.

(“AES”), a Korean entity.

The 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, which cost $ 1,354 , to the Company upon closing.

Total $ 383,667 gain was generated from this

deal and recorded in Other non-operating income / (expenses) in the statement of operations.

The disposal of HWH World Inc had immaterial effect on the Company’s consolidated financial statements and

the deconsolidation did not meet the criteria for presentation as discontinued operations under ASC 205-20.

7 – LOAN DUE TO THIRD PARTY

Note to EF Hutton LLC

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

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

Boral Capital LLC), a division

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

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

promissory note as full satisfaction.

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

The 149,443 shares were issued at the price of

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

The fair value of the HWH shares at issuance on January 9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024, as this was an adjustment to prior underwriting costs accounted

for in equity.

The promissory note carries interest rate equal to SOFR (secured overnight financing rate for U.S.

Government Securities

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

The principal amount of the promissory note

and any accrued interest shall mature (i) partially in the event HWH completes an offering within one year of the date of the promissory

note, the amount of outstanding debt maturing being proportionate to the amount of proceeds of the future offering, or (ii) in partial

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

The first installment

of the note that was due in October 2024 was paid in January 2025, resulting in a default due to the delay in payment.

We are currently

in negotiations with EF Hutton to resolve the default status and restore the account to good standing.

NOTE 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.

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

The fair value of the HWH shares at issuance on January

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

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

adjustment to prior underwriting costs accounted for in equity.

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

financing rate for U.S.

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

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

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

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

balance owed is paid in full.

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

default due to the delay in payment.

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

to good standing.

8 — 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 June 30, 2025 and December 31, 2024 are $ 459,614 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.

4 unchanged sentences

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.

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

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

On June 30, 2025, $ 3,164 of the

interest remained outstanding.

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

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

a total of 476,190 shares

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.

9 — 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 June 30, 2025 and December 31, 2024 are $ 5,052,090

and $ 5,096,047 , 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 the balance payable to AIL as of June 30, 2024, $ 3,501,759

was fully converted into shares of the Company’s common stock at a price per share of $ 0.63

for a total of 5,558,347

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, the Company released Alset International Limited from its obligations under its Letter of Continuing

Financial Support to the Company dated March 28, 2025.

from Alset Business Development Pte.

Business Development Pte.

Limited (“ABD”) is incorporated in Singapore and is a fellow subsidiary of Alset Inc.

amount due from ABD represents amount lent by ABD to Hapi Cafe Inc.

for the investment in Ketomei Pte.

Ltd (“Ketomei”) in March 2022,

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

Ltd in March 2022, and amount

$ 5,000,000 from HWHPL lent to ABD in November 2024, with partial repayment $ 707,000 received by the Company in December 2024.

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

Since the amount due from ABD is due upon request, it is classified as a current asset.

The amount due from ABD at June 30, 2025 is

and amount due from ABD at December 31, 2024 is $ 4,113,701 .

from HotApp International Limited.

International Limited (“HAIL”) is incorporated in Hong Kong and is a fellow subsidiary of Alset Inc.

The amount due from

HAIL represents the amount HWHPL borrowed from HAIL in January 2025.

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

covenants and the amount due from HAIL is non-interest bearing.

Since the amount due from HAIL is due upon request, it is classified

as a current asset.

The amount due from HAIL at June 30, 2025 is $ 250,653 .

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

(“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.

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.

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

This loan was written

off upon the acquisition of Ketomei in February 2024.

On October 26, 2023, the same

parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 37,876 pursuant to a non- convertible

loan, with a term of 12 months.

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

This loan was written off upon the

acquisition of Ketomei in February 2024.

On February 20, 2024, the Company

invested additional $ 312,064 for an additional 38.41 % ownership interest in Ketomei by converting $ 312,064 of convertible loan.

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.

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.

10 — RELATED PARTY TRANSACTIONS

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 (“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.

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.

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.

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 (“WRNT 1”).

1 bears a 6 % interest rate and has scheduled maturity on March 19, 2027 , three years from the date of the CN 1.

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 scheduled maturity on May 8, 2027 , 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.

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

contemplated by CN2.

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 scheduled maturity on June 5, 2027 , 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.

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

contemplated by CN3.

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

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

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

CN 4 bears an 8 % interest

rate and has scheduled maturity on August 13, 2027 , 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.

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

debt contemplated by CN4.

November 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

agreed to purchase 4,411,764 shares of the Company’s common stock for a total $ 3,000,000 , representing a purchase price of $ 0.68

The transaction was completed on December 3, 2024.

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.

December 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.

The deal was completed on December 30, 2024.

AEI is the majority shareholder of the Company.

January 15, 2025, 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 5”) 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 .

CN 5 bears an 8 % interest

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

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.

rate and has scheduled maturity on January 15, 2028 , three years from the date of the CN 5.

the time of filing, the Company has not converted any of the debt contemplated by CN5.

March 31, 2025, the Company entered into a securities purchase agreement with Sharing Services Global Corporation 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, 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, for an aggregate purchase price of $ 796,875 .

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.

CN 6 bears an 8% interest rate and has scheduled maturity on March 30,

2028 , three years from the date of the CN 6.

At the time of filing, the Company has not converted

any of the debt contemplated by CN6 nor exercised any of the warrants.

April 21, 2025, the Company entered into a loan agreement (the “loan agreement”) with Sharing Services Global Corporation,

under which the Company provided a loan to SHRG in the amount of $ 30,000 .

The maturity date of the Loan Agreement is April 21, 2026 .

The Loan Agreement bears a 10 % interest rate.

April 25, 2025, the Company entered into a loan agreement (the “loan agreement”) with Sharing Services Global Corporation,

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

The maturity date of the Loan Agreement is April 25, 2026 .

The Loan Agreement bears an 8 % interest rate.

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

5 % of the loan principal, $ 12,500 .

June 27, 2025, 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 7”) in the amount of $ 60,000 , convertible into 10,000,000

shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 60,000 , Additionally,

upon signing CN7, SHRG owed the Company a commitment fee of 8 % of the principal amount $ 4,800 in total, to be paid either in cash or

in common stock of SHRG, at the discretion of the Company.

CN 7 bears an 8 % interest rate and has scheduled maturity on June 26, 2028 ,

three years from the date of the CN 7.

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

of the debt contemplated by CN7.

of June 30, 2025 and December 31, 2024, a total of $ 77,300 and $ 48,000 in commitment fees and $ 83,469 and $ 39,405 of convertible note

interest was recorded under other receivable, respectively.

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

and Alset International Limited, in addition to certain entities affiliated

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

Chairman, respectively, of SHRG.

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

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

assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheets as of June 30,

2025 and December 31, 2024:

1 unchanged sentence

Fair Value Measurement Using

March 31, 2025

June 30, 2025

Warrants – SHRG

6 unchanged sentences

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:

fair value of the SHRG warrants under level 2 category as of June 30, 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

June 30, 2025

December 31, 2024

4 unchanged sentences

Year to maturity

March 31, 2025

June 30, 2025

Exercise price

7 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:

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:

Valuation date

Risk-free interest rate

3 unchanged sentences

Expected dividend yield

Valuation date

Risk-free interest rate

3 unchanged sentences

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.

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.

the six months ended June 30, 2025 and 2024, the Company held convertible notes receivable with SHRG.

The following table shows the activity

of the notes during the six months ended June 30, 2025 and 2024.

SCHEDULE OF CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY

Convertible note receivable, related party

the six months ended June 30, 2025 and 2024, the Company revalued the convertible note receivable with SHRG and the balance increased

from $ 744,652 to $ 1,121,372 and $ 0 to $ 868,593 , respectively.

The total $ 16,720 and $ 118,593 revaluated gain amount were booked in unrealized

gain on convertible note receivable – related party, respectively.

During the six months ended June 30, 2025, the Company reclassified “Investment in securities at fair value – related party”

and some of “Convertible Loan Receivables at Fair Value – Related Party” from current assets to noncurrent assets in

the consolidated balance sheet based on management’s assessment of the expected holding period.

This change in classification had

no impact on the Company’s consolidated statements of operations, cash flows, or shareholders’ equity.

from F&B business amounting to approximately $ 1,739 and $ 1,974 during the three months ended June 30, 2025 and 2024, respectively;

$ 2,580 and $ 3,313 during the six months ended June 30, 2025 and 2024, 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 Account Receivable, net at June 30, 2025 and December 31, 2024 is $ 0 and $ 1,652 , respectively, of amounts due from related parties.

in other income during the three months ended June 30, 2025 and 2024 is $ 550 and $ 1,603 , respectively;

$ 2,072 and $ 3,257 during the six

months ended June 30, 2025 and 2024, respectively, of rental income from related parties.

Insurance Group, LLC

On November 19, 2024,

HWH entered definitive agreements to acquire a controlling 60 %

interest in L.E.H.

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

This acquisition was facilitated through the purchase of shares from Sharing Services Global

SHRG sold its 60 % interest in LEH to HWH, while the remaining 40 % stake was retained by the original owner.

However, following

this transaction, the original owner sold their 40 % interest to SHRG.

John Thatch, the Chief Executive Officer of the Company, is also

the Chief Executive Officer of both LEH and SHRG.

LEH is a licensed insurance agency representing over 600 insurance companies, serving

as an independent advisor to businesses and individuals.

LEH provides personalized insurance solutions, offering expert guidance to meet

the unique coverage needs of each customer.

LEH is in the early stages of its development, has no employees on its payroll, and has yet

to turn a profit.

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

immediately written off.

of June 30, 2025, the Company impaired goodwill of $ 77,480 to $ 0 , which was generated from net asset value during the acquisition.

impairment expenses were $ 77,480 .

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

Ltd., outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan Heng Fai, HWH’s

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

4 unchanged sentences

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.

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

the JVC will be held by Mr.

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

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

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

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

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.

of June 30, 2025, HTHPL owed the Company a total of $ 171,343 , which is recorded in other receivables in the financial statements.

amount is presented net of the subscription fee of $ 190 that the Company owed for the 19 % shareholding in the JVC.

11 — STOCKHOLDERS’ EQUITY

total amount of authorized capital stock of the Company of 56,000,000 shares, consists 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 June 30, 2025 and

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

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

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

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

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

No fractional warrants will be issued upon separation of the Units

and only whole warrants will trade.

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;

at a price of $ 0.01 per

Public Warrant;

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

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.

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 $90.00 — Once the warrants become exercisable,

the Company may redeem the outstanding Public Warrants:

whole and not in part;

a price of $ 0.01 per Public Warrant;

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

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.

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 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.

following table summarizes the warrant activity for the six months ended June 30, 2025 and 2024.

SCHEDULE OF WARRANT ACTIVITY

4 unchanged sentences

Forfeited, cancelled, expired

Warrants Outstanding as of March 31, 2025

Warrants Vested and exercisable at March 31, 2025

Warrants Outstanding as of June 30, 2025

Warrants Vested and exercisable at June 30, 2025

Remaining Contractual

3 unchanged sentences

Forfeited, cancelled, expired

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.

Warrants Outstanding as of June 30, 2024

Warrants Vested and exercisable at June 30, 2024

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.

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 .

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.

1 unchanged sentence

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.

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 .

Reverse Stock Split

January 16, 2025, the holders of a majority of the issued and outstanding shares of common stock of the Company, approved by written

consent, an amendment of the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the

Company’s common stock, par value $ 0.0001 per share, at a ratio of 1-for-5 (the “Reverse Stock Split”).

Stock Split was effectuated on February 24, 2025.

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

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 1.78 years, with a weighted-average discount

rate of 2.95 %.

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

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

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

Total lease expenses amounted to $ 65,550 and $ 134,996 , were included in general and administrative expenses in the statements

of operations for the three months ended June 30, 2025 and 2024, respectively.

Total lease expenses amounted to $ 174,679 and $ 260,139 ,

were included in general and administrative expenses in the statements of operations for the six months ended June 30, 2025 and 2024,

respectively.

Total cash paid for operating leases amounted to $ 69,075 and $ 132,789 for the three months ended June 30, 2025 and 2024,

respectively.

Total cash paid for operating leases amounted to $ 178,179 and $ 257,000 for the six months ended June 30, 2025 and 2024,

respectively.

In addition, the Company leases certain equipment on a short-term (12 months or less) basis.

Total short-term lease expenses

of $ 6,537 and $ 6,878 are included in general and administrative expenses for the three months ended June 30, 2025 and 2024, respectively.

Total short-term lease expenses of $ 10,298 and $ 10,319 are included in general and administrative expenses for the six months ended June

30, 2025 and 2024, respectively.

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

4 unchanged sentences

Total lease liabilities

As of March 31, 2025, the aggregate

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

of June 30, 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 ended March 31, 2026

12 months ended March 31, 2027

12 months ended March 31, 2028

12 months ended June 30, 2026

12 months ended June 30, 2027

12 months ended June 30, 2028

Total undiscounted lease payments

3 unchanged sentences

Operating lease liabilities - Non-current

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.

13 — 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.

14 — CONCENTRATION RISK

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

These balances are usually secured by the central

banks’ insurance companies.

At times, these balances may exceed the insurance limits.

As of 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.

As of June 30, 2025 and December 31, 2024,

uninsured cash balances were $ 3,143,531 and $ 3,861,339 , respectively.

the three and six months ended June 30, 2025, five suppliers accounted for approximately over 59 % and 70 % of the Company’s total

costs of revenue, respectively.

the three and six months ended June 30, 2024, five suppliers accounted for approximately over 44 %

of the Company’s total costs of revenue, respectively.

15– CORRECTION OF AN IMMATERIAL ERRORS IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

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.

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.

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

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

There was no impact on net income, earnings per share, or total equity for any period presented.

the period ended June 30, 2025, the Company identified an immaterial-errors related to foreign currency translation adjustment and unrealized

gain on convertible note receivable- related party in its previously issued financial statements for the year ended December 31, 2024.

first 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 )

decreases in earnings per share, and a $ 159,263 decrease in total equity.

second error resulted in an understatement of unrealized gain on convertible note receivable – related party and a corresponding

overstatement of additional paid in capital by approximately $ 287,812 for the year ended December 31, 2024.

There was no impact on total

equity for the period presented.

accompanying comparative 2024 financial statements have been revised to correct these errors.

The Company has evaluated the errors in

accordance with the SEC’s Staff Accounting Bulletin No.

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.

108 and concluded that they were not material to its previously

issued financial statements and therefore has been corrected herein through revision.

16— SUBSEQUENT EVENTS

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 consolidated financial statements.

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