NASDAQ: HWH

On
November 14, 2025, the Company completed a merger pursuant to which the Delaware parent merged with and into its wholly owned Nevada
subsidiary, with the Nevada entity surviving. As a result, HWH International Inc., a Nevada corporation, succeeded to all assets and
liabilities of the former parent and became the publicly traded registrant. The transaction constituted a change in legal domicile only,
with each outstanding share converting on a one-for-one basis, and had no impact on the Company’s consolidated financial position,
results of operations, or cash flows. The Company is the successor issuer under Rule 12g-3 of the Securities Exchange Act of 1934.

Hapi
Marketplace. On November 4, 2024, the Company announced the launch of its business-to-consumer marketplace, Hapi Marketplace.
Hapi Marketplace features a selection of over forty-seven product categories including wellness, elderly care, auto accessories and more.
Launching first in the United States, we intend for Hapi Marketplace to expand in the near future to South Korea and Hong Kong, followed
by further expansion across Asia.

The
various aspects of the Hapi Marketplace will be launched in phases in different regions, each with their own timeline, depending on the
completion of logistical aspects for implementation (i.e., payment gateway systems, business licenses, banking set up, import licenses,
managerial resources, etc.). We are expanding the product range into robotics for consumer and commercial markets. As of December 31,
2025, this project was not launched yet.

Hapi
Cafés, which are, and will be, in-person, location-based social experiences, offer customers the opportunity to build
a sense of community with like-minded customers who share a potential interest in our products. The cafes are designed to operate sustainably
as standalone businesses. The cafes also seek to be an avenue to create awareness to and educate potential and existing customers about
the products and services of HWH, providing us with the chance to significantly increase our customer base as well as increase the amounts
spent by our customers on our affiliates’ products and services. Each of our cafés is a “Hapi Café.”
We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July 2022, respectively,
one more opened in Seoul, the Republic of Korea in May 2024. We plan to open additional Hapi Cafés as we beta test and further
improve our business concept. We intend to grow our customer base as we grow the number of Hapi Cafés around the world. Hapi Cafes
are positioned to be integral parts of HWH’s business model. In June 2024, the Company’s decision to close the café
under Alset F&B (PLQ) Pte. Ltd. (“F&BPLQ”) was driven by the unsustainable revenue it generated. In August 2025 and
September 2025, the Company’s decision to close the café under Ketomei Pte. Ltd. (“KPL”) and Hapi Café
Korea Inc. (“HCKI”), respectively, both were driven by the unsustainable revenue they generated. We believe it is more strategic
to refocus our efforts and resources on other F&B business ventures that have greater growth potential. On September 10, 2025, Alset
F&B Holdings Pte. Ltd., (the “Seller”), a Singapore subsidiary of the Company, entered into a sale and purchase agreement
(the “Sale and Purchase Agreement”) with Alset International Limited (the “Buyer”), pursuant to which the Seller
agreed to sell 70% of the outstanding shares of its subsidiary, Alset F&B One Pte. Ltd. (“Alset F&B One”) to the
Buyer in exchange for S$218,941 Singapore Dollars (equal to approximately $170,754 U.S. Dollars). Alset F&B One was incorporated
in Singapore on April 10, 2017, and operates a cafe in Singapore. It generated approximately $470,000 in revenue in 2024. Following this
sale, the Seller continues to own 20% of Alset F&B One as of December 31, 2025.

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Hapi
Wealth Builder seeks to provide participants the opportunity to attend courses, workshops, and coaching sessions in person, fostering
a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies. The team
has been diligently producing digital content for Hapi Wealth Builder and working to collaborate with the right partners to launch the
program and make it available to customers. Hapi Wealth Builder will leverage the wealth of knowledge and experience of its leaders to
make wealth building accessible and effective for its members. Our unique community-centric approach will offer members tools for making
informed financial decisions while creating pathways for sustained growth.

On
October 31, 2024, we announced that the Company scheduled the launch of Hapi Wealth, a program dedicated to providing comprehensive education
in equity investment and wealth-building strategies. We are targeting a rollout in selected regions later in 2026.

To
further support its mission, Hapi Wealth is opening its China headquarters, designed as a conducive environment for individuals to participate
in tutorials and workshops. The hub will offer participants the opportunity to attend courses, workshops, and coaching sessions in person,
fostering a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies.

Market
Opportunity

Following
the COVID-19 pandemic, we believe people are looking for in-person communities. By offering a social and business centric atmosphere
at our Hapi Cafés, we plan to leverage this deeply-rooted desire to educate them about the products and services of our affiliates
and how those products and services can help them in their own individual pursuits of health, wealth and happiness.

Growth
Strategy

Our
strategy is to continuously grow our F&B business. We will look to accomplish this by providing a comfortable in person setting of
a Hapi Café for our customers in many more locations. We also plan to continually expand our product offerings and the services
our affiliate companies can provide in the belief that this can serve to grow our membership base and have our members increasingly opt
to avail themselves of membership options that offer them larger discounts and other benefits on the products and services of our affiliates.

Nasdaq
Deficiency

On
March 7, 2024, we received notice from Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, because the market value of our
common stock had been below $50,000,000 for the prior 37 consecutive business days, we no longer complied with the minimum market value
of listed securities (the “MVLS”) requirement for continued listing on the Nasdaq Global Market under Rule 5450(b)(2)(A)
of Nasdaq Listing Rules.

Nasdaq’s
notice had no immediate effect on the listing of our common stock on the Nasdaq Global Market. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(C),
we had been provided an initial compliance period of 180 calendar days, or until September 3, 2024, to regain compliance with the MVLS
requirement. To regain compliance, the Company’s MVLS was required to be at least $50,000,000 or more for a minimum of ten consecutive
business days prior to September 3, 2024. In that regard, on September 9, 2024, the Company received a notice from the Staff that the
matter of the MVLS deficiency was to be considered at the Company’s upcoming appeal with the Nasdaq Hearings Panel.

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On
February 22, 2024, the Nasdaq Staff (the “Staff”) notified the Company that for the previous 30 consecutive trading days,
the MVPHS had been below the minimum $15,000,000 required for continued listing as set forth in Listing Rule 5450(b)(2)(C) (the “Rule”).
Therefore, in accordance with Marketplace Rule 5810(c)(3)(D), the Company was provided 180 calendar days, or until August 20, 2024, to
regain compliance with the Rule. In that regard, on August 27, 2024, the Company received a notice from the Staff that the Company will
be delisted from the Nasdaq Global Market, unless the Company requested an appeal of this determination by September 3, 2024.

The
Company presented its compliance plan to the Panel at a hearing on October 15, 2024. On October 21, 2024, the Company received a notice
from the Panel granting the Company an extension to phase down its securities to the Nasdaq Capital Market and demonstrate compliance
with the market value of its publicly held shares (the “MVPHS”) and Stockholders’ Equity requirements as set forth
in Nasdaq Listing Rules 5550(a)(5) and 5550(b)(1).

On
September 4, 2024, the Company received written notice (the “Notice”) from the Listing Qualifications Staff of Nasdaq notifying
the Company that for the prior 30 consecutive business days prior to the date of the Notice, the Company’s bid price was below
the minimum $1 required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid
Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq provided the Company with 180 calendar days,
or until March 3, 2025, (the “Compliance Date”), to regain compliance with the Bid Price Requirement.

On
February 18, 2025, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation
with the Delaware Secretary of State to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”). The Reverse Stock
Split became effective as of market open on February 24, 2025.

On
March 10, 2025, the Company received written notice (the “Compliance Notice”) from Nasdaq informing the Company that it has
regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Capital Market maintain a
minimum bid price of $1.00 per share. Nasdaq notified the Company in the Compliance Notice that, from February 24, 2025 to March 7, 2025,
the closing bid price of the Company’s common stock had been $1.00 per share or greater and, accordingly, the Company had regained
compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed. The Company remains listed on the Nasdaq Capital
Market.

As
of December 31, 2025 and 2024, the total outstanding common shares of the Company were 7,476,400 and 5,593,920, respectively

Credit
Facility

On
April 24, 2024, the Company entered into a Credit Facility Agreement (the “Credit Agreement”) with Alset Inc., a Texas corporation
and the Company’s indirect, majority stockholder, pursuant to which Alset Inc. has provided the Company a non-revolving line of
credit facility (the “Credit Facility”), which provides a maximum, aggregate credit line of up to $1,000,000. During 2024,
$300,000 was drawn from the loan, which was converted to equity on September 24, 2024. The remaining credit of $700,000 is available
for draw as on December 31, 2025.

Pursuant
to the Credit Agreement, the Company may request an advance (each, an “Advance”) on the Credit Facility. Each Advance shall
bear a simple interest rate of three percent (3%) per annum. Each Advance and all accrued but unpaid interest shall be due and payable
at the first (1st) anniversary of the effective date of the Credit Agreement. The Company may at any time during the term
of the Credit Agreement prepay a portion or all amounts of its indebtedness without penalty. Each advance shall not be secured by a lien
or other encumbrance on any of the Company’s assets, but shall be solely a general unsecured debt obligation of the Company.

On
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.

The
Company has obtained letters of financial support from Alset Inc., a direct majority owner of the Company. Alset Inc. committed to provide
any additional funding required by the Company and would not demand repayment through twelve months from the issuance of these consolidated
financial statements.

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Debt
Conversion Agreements

On
September 24, 2024, HWH International Inc. entered into two debt conversion agreements with creditors (each an “Agreement,”
or collectively, the “Agreements”): (i) Alset International Limited (a fellow subsidiary of the common parent company, Alset
Inc.); and (ii) Alset Inc. (which is Alset International Limited’s majority stockholder). Each Agreement converts debt owed by
the Company to the respective creditor into shares of the Company’s common stock. The Agreements are substantially the same with
the exception of the amount of debt to be converted under each.

Under
the terms of their respective agreements, Alset Inc. converted $300,000 of the Company’s debt into 476,190 shares of the Company’s
common stock, and Alset International Limited converted $3,501,759 of the Company’s debt into 5,558,347 shares of the Company’s
common stock. Under the Agreements, the debt conversions resulted in the issuance of newly issued shares of the Company’s common
stock. The debt conversion price was set at $0.63 per share. Cumulatively, the newly issued shares contemplated by the Agreements represent
6,034,537 new shares of the Company’s common stock, constituting an increase to the total issued and outstanding shares of the
Company’s common stock of 37.2% over the amount immediately preceding the effectiveness of the Agreements. The shares contemplated
by the Agreements are restricted securities under the Securities Act of 1933, and shall be issued in reliance upon the safe harbor provided
by Rule 506 of Regulation D.

Stock
Purchase Agreements

On
November 25, 2024, the Company entered into a stock purchase agreement with Alset Inc. (“AEI”), pursuant to which Alset Inc.
agreed 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 (which was subsequently reduced to 67.74% at December
31, 2025)..

On
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.

AEI’s
investments are intended to support the growth and development of HWH. The Company believes that these investments of additional funds
into HWH are in the best interests of each of AEI and the Company.

Going
Concern and Management’s Plan

On
January 9, 2024, the Company consummated the Business Combination (the “Closing”) contemplated by the previously announced
Agreement and Plan of Merger, dated as of September 9, 2022 (the “Merger Agreement”). The Company’s common stock commenced
trading on the Nasdaq Global Market LLC under the ticker symbol “HWH” on January 9, 2024, and the Company’s warrants
are expected to commence trading at a later date.

The
Company has incurred continuing losses from its operations and has a working capital deficit of $1,692,996 as of December 31, 2025. There
are no assurances the Company will be able to raise capital on acceptable terms or that cash flows generated from its operations will
be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may
be required to reduce the scope of its business, which could harm its financial condition and operating results.

These
conditions raise substantial doubt about the Company’s ability to continue ongoing operations. However, the Company believes that
the available cash in the Company’s bank accounts, anticipated cash from operations, and financing availability from related parties
are sufficient to fund our operations for at least the next 12 months.

On
April 24, 2024, the Company entered into a Credit Facility Agreement (the “Agreement”) with Alset Inc., a Texas corporation
and the Company’s indirect, majority stockholder, pursuant to which Alset Inc. has provided the Company a line of credit facility
(the “Credit Facility”) which provides a maximum, aggregate credit line of up to $1,000,000. As of December 31, 2024, there
are no outstanding amounts related to the Credit Facility, as the debt with Alset Inc. was converted to equity on September 24, 2024.
The remaining credit of $700,000 is available for draw as of December 31, 2025.

The
Company has obtained a letter of financial support from Alset Inc., the Company’s corporate parent. Alset Inc. committed to provide
any additional funding required by the Company and would not demand repayment through twelve months from the issuance of the consolidated
financial statements included in this filing.

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Our
Organizational Chart:

Employees

As of December 31, 2025 the Company had 4 employees. Our largest stockholder, Alset Inc., has provided staff without charge to our Company
at no incremental effort or cost to Alset’s own operations. We intend to outsource many functions of our business in the immediate
future.

Intellectual
Property

We
anticipate filing additional trademark applications as we expand into new areas of business.

Corporate
Information

Our
mailing address is 4800 Montgomery Lane, Suite 210, Bethesda, MD, 20814. We were incorporated in Delaware on October 20, 2021 under the
name Alset Capital Acquisition Corp. We reincorporated in Nevada on November 14, 2025. 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.

Additional
Information

The
Company is subject to the information requirements of the Exchange Act, and, in accordance therewith, files annual, quarterly, and special
reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The Commission
maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission. The periodic reports, proxy statements and other information that the Company files
with the Commission are available for inspection on the Commission’s website free of charge as soon as reasonably practicable after
they are electronically filed with or furnished to the Commission.

The
Company maintains a website at https://www.hwhintl.com where you may also access these materials free of charge. We have included our
website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website
is not incorporated into and is not part of this report on Form 10-K.

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