Revenue and Financial Performance - Total revenue for the years ended December 31, 2024, and 2023 was $1,253,577 and $830,519, respectively, indicating a significant increase in revenue [103]. - Total revenue increased from $830,519 in 2023 to $1,253,577 in 2024, representing a growth of 51% [117]. - Food and Beverage revenue rose significantly from $817,761 in 2023 to $1,253,577 in 2024, indicating a substantial increase in sales [117]. - The net loss for the years ended December 31, 2024, and 2023 was $2,606,504 and $1,076,662, respectively, reflecting a worsening financial position [115]. - The net loss widened from $1,076,662 in 2023 to $2,606,504 in 2024, highlighting ongoing financial challenges [122]. - The company reported a net loss attributable to common stockholders for the year ended December 31, 2023, was $2,590,731, compared to a loss of $1,080,492 in 2024, reflecting a significant increase in losses [171]. - The company’s comprehensive loss for the year was $1,129,537, reflecting a significant impact from foreign exchange translation adjustments [258]. Membership and Customer Base - The company had approximately 9,811 members, primarily in South Korea, with a new membership model planned to operate on a yearly subscription basis [87][93]. - The company currently has approximately 9,811 founding members, with a cap of 10,000, and plans to resume membership sales under a new yearly subscription model [184]. - The company is in the process of restructuring its membership model to enhance member benefits and engagement [184]. - The business model is shifting towards a tiered membership structure with a broader range of products and services available to members [182]. Operational Developments - Hapi Marketplace, launched on November 4, 2024, features over 47 product categories and aims for expansion across Asia [95]. - Hapi Cafés opened in Seoul and Singapore in 2022, with plans for further openings to enhance community engagement and membership growth [97]. - The company plans to expand by taking over leases of existing Hapi Cafes over the next two years, although execution is not guaranteed [124]. - The company plans to expand its travel business, offering exclusive access to discounts on various travel services for members [98]. - Hapi Wealth Builder program is set to launch in 2025, focusing on education in equity investment and wealth-building strategies [101]. Financial Position and Assets - Cash increased significantly from $1,159,201 at the end of 2023 to $4,341,746 at the end of 2024, indicating improved liquidity [123]. - Total current assets as of December 31, 2023, were $5,474,997, a substantial rise from $1,337,854 in 2024 [169]. - Total liabilities as of December 31, 2023, amounted to $3,311,274, compared to $6,024,798 in 2024, indicating a decrease in liabilities [169]. - Cash and marketable securities held in the Trust Account were $21,346,768 as of December 31, 2024, indicating a significant asset position [169]. - The total cash at the end of 2024 was $4,341,746, up from $1,159,201 at the end of 2023 [175]. Expenses and Cost Management - Cost of revenue doubled from $334,825 in 2023 to $651,721 in 2024, primarily due to increased sales in the Food and Beverage business [118]. - Operating expenses decreased from $3,402,793 in 2023 to $3,027,024 in 2024, mainly due to reduced general and administrative expenses [120]. - Advertising expenses increased from $4,191 in 2023 to $19,472 in 2024, showing a significant investment in marketing [234]. - The Company incurred Delaware franchise tax of $48,180 and $205,000 for the years ended December 31, 2024 and 2023, respectively, showing a decrease in tax liability [238]. Compliance and Regulatory Matters - The company received a notice from Nasdaq regarding non-compliance with the minimum market value requirement, with a compliance period until September 3, 2024 [133]. - The Company is classified as an "emerging growth company" and is taking advantage of certain exemptions from various reporting requirements under the JOBS Act [152]. - The Company has determined that it did not maintain effective controls over financial reporting as of December 31, 2024, constituting a material weakness, and plans to appoint additional qualified personnel to address this issue [156]. Related Party Transactions and Financing - The Company has significant transactions with related parties, which may not be conducted on an arm's length basis, as noted in the consolidated financial statements [167]. - The company entered into a Credit Facility Agreement with Alset Inc. for a maximum credit line of $1,000,000, with $700,000 available for draw as of December 31, 2024 [125]. - The company has drawn $300,000 from the Credit Facility, which was converted to equity, impacting the cash flow statement [245]. - Amounts due to Alset Inc. at December 31, 2024 and 2023 were $209,614 and $202,645 respectively, classified as current liabilities [275]. - A debt of $300,000 due to Alset Inc. was converted into 476,190 shares at a price of $0.63 per share on September 24, 2024 [278]. Impairments and Write-offs - The company recorded an impairment loss on goodwill of $323,864 for the year ended December 31, 2023, with no such loss reported in 2024 [171]. - As of December 31, 2024, the company recorded an impairment of $14,205 related to its investment in Ideal Food & Beverage Pte. Ltd. [270]. - The impairment loss on goodwill for 2024 was $323,864, indicating a potential decline in asset value [175]. - The company ceased operations of its subsidiary Alset F&B (PLQ) Pte. Ltd. in Q2 2024, resulting in a write-off of $5,878 in fixed assets [198].

Financial Performance - Total revenue for the three months ended September 30, 2024, was $345,523, a 52.5% increase from $226,907 in the same period of 2023[148] - Total revenue for the nine months ended September 30, 2024, was $966,515, up 55.2% from $622,667 in the same period of 2023[148] - The net loss for the three months ended September 30, 2024, was $537,143, compared to a net loss of $156,131 in the same period of 2023[148] - The net loss for the nine months ended September 30, 2024, was $2,277,303, significantly higher than the net loss of $47,217 in the same period of 2023[148] - Net loss for Q3 2024 was $537,143 compared to $156,131 in Q3 2023, and for the first nine months, the net loss was $2,277,303 compared to $47,217 in 2023[167] Revenue Composition - Food and beverage sales accounted for approximately 100% of revenue in the three months ended September 30, 2024, and 2023[149] - The company recognized 6% of total revenue in South Korea and 94% in Singapore for the three months ended September 30, 2024[150] Operational Metrics - Cost of revenues increased from $86,435 in Q3 2023 to $185,654 in Q3 2024, and from $237,824 in the first nine months of 2023 to $478,436 in 2024, driven by increased sales in the F&B business[162] - Gross margin rose from $140,472 in Q3 2023 to $159,869 in Q3 2024, and from $384,843 in the first nine months of 2023 to $488,079 in 2024, attributed to higher F&B revenue[164] - Operating expenses decreased from $570,043 in Q3 2023 to $487,394 in Q3 2024, but increased from $1,888,900 in the first nine months of 2023 to $2,637,517 in 2024 due to rising general and administrative expenses[165] Cash Flow and Assets - Cash decreased from $1,159,201 as of December 31, 2023, to $832,368 as of September 30, 2024, while total assets fell from $23,710,684 to $2,920,066 in the same period[167] - Net cash used in operating activities was $1,404,073 in the first nine months of 2024, a decrease from $2,228,539 in the same period of 2023[174] - Net cash provided by investing activities was $20,451,688 in the first nine months of 2024, down from $69,052,195 in 2023[175] Strategic Initiatives - The company has 9,811 founding members, with a cap of 10,000, who will enjoy continuous membership benefits[140] - Hapi Marketplace launched on November 4, 2024, featuring over 47 product categories, with plans for expansion into South Korea and Hong Kong[141] - Hapi Wealth program is set for a soft launch in November 2024 in China, with an official launch in January 2025, targeting North America in 2025[146] - The company plans to open additional Hapi Cafés as part of its strategy to grow memberships and enhance community engagement[143] - The company plans to expand by taking over leases of existing Hapi Cafes over the next two years, although execution of these plans is not guaranteed[168] Financial Agreements and Market Position - A Credit Facility Agreement was established with Alset Inc. providing a maximum credit line of $1,000,000, with $700,000 available to draw as of September 30, 2024[169] - The company received a notice from Nasdaq regarding deficiencies in market value, leading to a hearing request to avoid delisting[177] - The Company entered into a Subscription Agreement with Meteora, which was later terminated, resulting in a payment of $200,000 to Meteora and allowing them to retain $100,000 already paid[187] Economic and Regulatory Environment - Inflation has not materially impacted the Company's results for the nine months ended September 30, 2024, or the year ended December 31, 2023[188] - Foreign exchange rate changes affected intercompany loans, with balances of approximately $0.7 million and $2.1 million on September 30, 2024, and December 31, 2023, respectively, and are expected to continue impacting operations in 2024[189] - The Company is classified as an "emerging growth company" and is utilizing exemptions from certain reporting requirements under the JOBS Act[190] Internal Controls and Reporting - Management assessed the effectiveness of internal controls over financial reporting as of December 31, 2023, and identified material weaknesses due to limited staff experience with U.S. GAAP and SEC reporting[195] - There were no changes in internal control over financial reporting during the fiscal quarter ended September 30, 2024, that materially affected the controls[200] - The Company conducted an evaluation of disclosure controls and procedures as of September 30, 2024, concluding that they were effective during the reporting period[199] Future Outlook and Growth - The company reported a significant increase in revenue, reaching $1.2 billion, representing a 15% year-over-year growth[204] - User data showed a total of 5 million active users, up from 4 million in the previous quarter, indicating a 25% increase[204] - The company provided an optimistic outlook for the next quarter, projecting revenue growth of 10% to 12%[204] - New product launches are expected to contribute an additional $200 million in revenue over the next fiscal year[204] - The company is investing $50 million in research and development for new technologies aimed at enhancing user experience[204] - Market expansion efforts are underway in Europe, targeting a 20% increase in market share by the end of the year[204] - The company completed a strategic acquisition of a smaller tech firm for $300 million, expected to enhance its product offerings[204] - Cost management strategies have led to a 5% reduction in operational expenses, improving overall profitability[204] - The company plans to increase its marketing budget by 30% to support new product launches and market penetration[204] - Customer satisfaction ratings improved to 90%, reflecting the success of recent service enhancements[204]

Financial Performance - Total revenue for Q2 2024 was $334,882, a 71.5% increase from $195,198 in Q2 2023[94] - Total revenue for the first half of 2024 was $620,992, up 57.0% from $395,760 in the same period of 2023[94] - Net loss for Q2 2024 was $403,641, compared to a net loss of $62,935 in Q2 2023[94] - Net loss for the first half of 2024 was $1,740,160, contrasting with a net income of $108,914 in the first half of 2023[94] - Membership fee revenue for the three months ended June 30, 2024, was $12,583, compared to $6 for the same period in 2023, representing a significant increase[100] - Product sales for the six months ended June 30, 2024, totaled $620,992, up from $395,760 in the same period of 2023, indicating a growth of approximately 57%[100] - Total food and beverage revenue for the six months ended June 30, 2024, was $334,882, compared to $195,198 for the same period in 2023, reflecting an increase of about 71%[100] Operating Expenses and Margins - Operating expenses increased from $582,466 in Q2 2023 to $654,740 in Q2 2024, primarily due to increased general and administrative expenses[99] - The gross margin increased from $121,578 in Q2 2023 to $164,913 in Q2 2024, attributed to higher food and beverage revenue[99] Cash Flow and Liabilities - Net cash used in operating activities decreased to $1,129,040 for the six months ended June 30, 2024, from $1,379,468 in the same period of 2023, a reduction of approximately 18%[102] - Net cash provided by investing activities was $20,554,734 for the six months ended June 30, 2024, down from $69,023,066 in the same period of 2023, a decline of about 70%[102] - The company’s cash decreased from $1,159,201 as of December 31, 2023, to $821,353 as of June 30, 2024, a drop of approximately 29%[101] - Total liabilities increased from $6,207,178 at December 31, 2023, to $6,567,743 at June 30, 2024, an increase of about 6%[101] Membership and Expansion Plans - The company has 9,811 founding members, with a cap of 10,000, who will enjoy continuous membership benefits[91] - The company plans to implement a new yearly subscription-based membership model, with exclusive discounts and passive income opportunities for members[91] - Hapi Cafés are positioned as integral to the business model, with locations opened in Seoul and Singapore, and plans for further expansion[93] - The company has plans to expand by taking over leases of existing Hapi Cafes over the next two years, although execution is not guaranteed[101] Financial Support and Credit Facilities - A Credit Facility Agreement was established with Alset Inc. providing a maximum credit line of $1,000,000 at a simple interest rate of 3% per annum[101] - The company has received letters of financial support from Alset International Limited and Alset Inc. to provide additional funding as needed for the next 12 months[101] Internal Controls and Compliance - The company is not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act[114] - As of December 31, 2023, management assessed that the company did not maintain effective controls over financial reporting, constituting a material weakness[114] - The company plans to appoint additional qualified personnel with financial accounting, GAAP, and SEC experience to remediate identified weaknesses[114] - The financial statements have been prepared in conformity with U.S. GAAP and reflect management's judgment and estimates[114] - The company intends to take advantage of exemptions from various reporting requirements applicable to other public companies as an emerging growth company[114] - Management regularly assesses internal controls, with the most recent assessment conducted as of December 31, 2023[114] - The company does not include an attestation report from its registered public accounting firm regarding internal control over financial reporting[114] - The effectiveness of internal control over financial reporting may vary over time due to changes in conditions[114] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[114] - Management recognizes inherent limitations in the effectiveness of internal controls, including human error and circumvention[114]

Financial Performance - Total revenue for the three months ended March 31, 2024, was $286,110, an increase from $200,562 in the same period of 2023, representing a growth of approximately 42.7%[84] - The net loss for the three months ended March 31, 2024, was $1,336,519, compared to a net income of $171,849 for the same period in 2023, indicating a significant decline in profitability[86] - Revenue from food and beverage sales increased from $187,776 in Q1 2023 to $286,110 in Q1 2024, reflecting growth in the café business[88] - The company anticipates that revenue from membership sales will decline as a percentage of total revenue, with greater contributions expected from café operations and product sales[84] Operating Expenses - Operating expenses increased from $736,391 in Q1 2023 to $1,495,383 in Q1 2024, primarily due to higher general and administrative expenses related to the food and beverage business[87] Cash Flow and Financing - Cash decreased from $22,505,969 as of December 31, 2023, to $999,506 as of March 31, 2024, while liabilities increased from $4,372,803 to $5,526,158 during the same period[89] - Net cash used in investing activities was $252,072 for the three months ended March 31, 2024, compared to $8,227 for the same period in 2023, indicating a significant increase in investment spending[91] - Net cash provided by financing activities was $749,948 for the three months ended March 31, 2024, compared to $182,730 for the same period in 2023, reflecting a substantial increase in financing[92] - The company received $1,101,255 from a related party during the three months ended March 31, 2024, compared to $182,730 in the same period of 2023[92] Business Expansion and Programs - The company plans to expand its Hapi Café locations globally, having opened proof-of-concept cafés in Seoul and Singapore in 2022, with further openings planned as the business model is refined[83] - The Hapi Wealth Builder program is in the planning stage, with a launch expected in 2024, focusing on financial education and investment opportunities for members[83] - The company has capped the total number of founding members at 10,000, with 9,811 currently enrolled, who will receive ongoing membership benefits[81] Mergers and Obligations - The merger with HWH International Inc. was completed on January 9, 2024, with Alset changing its name to "HWH International Inc."[95] - The company has a deferred fee obligation of $3,018,750 to underwriters, which will be satisfied through a combination of cash, shares, and a promissory note[94] Internal Controls and Compliance - The company did not maintain effective controls over financial reporting as of December 31, 2023, due to a limited staff with U.S. GAAP and SEC reporting experience, constituting a material weakness[104] - The company plans to appoint additional qualified personnel to address the identified weaknesses in internal controls[104] - The company is classified as an "emerging growth company" and is taking advantage of certain exemptions from reporting requirements[102] Economic Factors - The company expects fluctuations in foreign exchange rates to impact operations in 2024, particularly due to intercompany loans totaling approximately $2.7 million[101] - Inflation has not had a material impact on the company's results of operations for the three months ended March 31, 2024[100] Signatures - The report was signed by John Thatch, CEO, and Rongguo Wei, CFO, on May 15, 2024[109]

Financial Performance - For the years ended November 30, 2023 and 2022, the Company reported net income of $548,873 and $113,541, respectively[74]. - As of November 30, 2023, the Company had $585,654 in cash and a working capital deficit of $134,421[72]. - The Sponsor funded extension payments totaling $205,305 during the year ended November 30, 2023[65]. Shareholder Activities - The Company did not repurchase any shares of its common stock during 2023 and 2022[54]. - Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $68.4 million held in the Trust Account[65]. Business Operations - As of November 30, 2023, the Company had not commenced any operations and generated no operating revenues prior to its initial Business Combination[58]. - The Company amended its Trust Agreement to extend the deadline for completing a business combination to February 3, 2024[66]. - The company reported no off-balance sheet arrangements as of November 30, 2023[82]. Initial Public Offering - The Initial Public Offering raised approximately $87.1 million, which was placed in the Trust Account, with $1.9 million available for operating expenses[61]. - The total consideration for the Merger was $125 million, payable in 12.5 million shares of common stock valued at $10.00 each[70]. - The company paid a cash underwriting discount of $0.20 per Unit, totaling $1,725,000[79]. - The underwriters are entitled to a deferred fee of $0.35 per Unit, amounting to $3,018,750, payable only upon completion of a Business Combination[79]. Regulatory and Compliance - The company qualifies as an "emerging growth company" and is exempt from certain reporting requirements applicable to other public companies[84]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies[85]. Economic Impact - The company does not believe inflation had a material impact on its business, revenues, or operating results during the reported period[82].

Company Overview - HWH International Inc. is a purpose-driven lifestyle company with offerings from four core pillars: HWH Marketplace, Hapi Cafe, Hapi Travel Destination, and Hapi Wealth Builder, aimed at helping individuals pursue Health, Wealth, and Happiness [4] - Alset Capital Acquisition Corp. is a special purpose acquisition company formed to engage in mergers and similar business combinations, having begun trading on the Nasdaq Stock Market in February 2022 [5] Business Combination - Alset Capital Acquisition Corp. has completed its business combination with HWH International Inc., which was approved by Alset's stockholders on August 1, 2023 [2] - The common stock of the combined company is expected to commence trading on The Nasdaq Global Market under the ticker symbol "HWH" on January 9, 2024 [1][2] Growth Potential - The business combination and the subsequent listing of HWH's common stock are anticipated to support HWH's growth momentum in the rapidly growing GIG economy [3]

Financial Position - As of August 31, 2023, the company had cash of $812,293 and working capital of $371,474[98]. - As of August 31, 2023, there were no amounts outstanding under any Working Capital Loans[98]. Financial Performance - For the three months ended August 31, 2023, the company reported a net loss of $176,025, compared to a net income of $122,132 for the same period in 2022[103]. - For the nine months ended August 31, 2023, the company had a net income of $779,883, significantly up from $14,650 in the same period in 2022[103]. Operations and Revenue - The company has not commenced any operations and has not generated any revenues to date[102]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[102]. Trust Account and IPO - The company placed $87,112,500 in the Trust Account from the Initial Public Offering proceeds, with $1,874,050 allocated for operating expenses[92]. - The company redeemed 6,648,964 shares for approximately $68.4 million held in the Trust Account during the Special Meeting on May 1, 2023[96]. - The company has a maximum of 21 months from the closing of the Initial Public Offering to complete its initial Business Combination[94]. Business Strategy - The company intends to focus its search for business combination targets within the real estate industry[88]. Regulatory Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[111]. - The company has chosen not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[112]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[113].

Financial Position - As of May 31, 2023, the company had cash of $1,219,809 and working capital of $846,848[99] - As of May 31, 2023, there were no amounts outstanding under any Working Capital Loans[99] - The company has no long-term debt obligations or capital lease obligations[105] Income Performance - For the three months ended May 31, 2023, the company reported a net income of $395,021, compared to a net loss of $61,972 for the same period in 2022[104] - For the six months ended May 31, 2023, the company reported a net income of $955,908, compared to a net loss of $107,482 for the same period in 2022[104] Initial Public Offering (IPO) Details - The company placed $87,112,500 in the Trust Account from the Initial Public Offering proceeds, with $1,874,050 allocated for operating expenses[93] - The company paid a cash underwriting discount of $1,725,000 for its Initial Public Offering[108] Business Combination Timeline - The company has until 15 months from the Initial Public Offering closing date to complete its initial Business Combination, extendable up to 21 months under certain conditions[95] Shareholder Actions - The company redeemed 6,648,964 shares for approximately $68.4 million held in the Trust Account during the Special Meeting on May 1, 2023[97] Public Company Status - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[103] - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[112] - The company has chosen not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[113] - The company is categorized as a smaller reporting company and is not required to provide certain market risk disclosures[114]

Financial Position - As of February 28, 2023, the company had $850,175 in cash and a working capital of $489,815[88]. - The company has no long-term debt obligations or capital lease obligations[92]. Income and Operations - The company generated a net income of $560,887 for the three months ended February 28, 2023, compared to a net loss of $45,510 for the same period in 2022[91]. - The company has not commenced any operations and has not generated any revenues to date, with future income expected from interest on cash and cash equivalents[91]. Initial Public Offering and Trust Account - The company placed $87,112,500 in the Trust Account from the Initial Public Offering proceeds, with $1,874,050 allocated for operating expenses[85]. - The company paid a cash underwriting discount of $0.20 per Unit, totaling $1,725,000, with a deferred fee of $0.35 per Unit, amounting to $3,018,750[95]. Business Combination Plans - The company has 15 months from the closing of the Initial Public Offering to complete its initial Business Combination, extendable up to 21 months under certain conditions[86]. - The company plans to use funds for evaluating prospective Business Combination candidates and related expenses[89]. - The company has not identified any specific business combination target at this time but intends to focus on the real estate industry[81]. - The company has filed a definitive proxy statement to seek stockholder approval for extending its duration by up to six months[87].

Financial Performance - The Company had a net income of $113,541 for the year ended November 30, 2022, compared to a net loss of $5,000 for the previous year[155]. - The Company expects to incur increased expenses due to being a public company, including legal and compliance costs[155]. Cash and Capital Structure - As of November 30, 2022, the Company had $1,172,581 in cash and a working capital of $818,083[152]. - The Company has no long-term debt obligations or capital lease obligations as of November 30, 2022[156]. - The Company raised approximately $87,112,500 from its Initial Public Offering, which was placed in the Trust Account[146]. Mergers and Acquisitions - The total consideration for the merger with HWH International Inc. is $125,000,000, payable in shares of Class A common stock[151]. - The Merger with HWH is expected to be consummated in the first half of 2023, pending stockholder approval[149]. Corporate Governance - The Company did not repurchase any shares of its common stock during 2022[140]. - The Company will cease paying monthly fees to the Sponsor upon completion of the initial Business Combination[157]. Regulatory and Reporting - The Company is classified as an "emerging growth company" and may take advantage of certain reporting exemptions[164]. - The company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial accounting standards at the same time as private companies[165]. - This decision may complicate financial statement comparisons with other public companies that are not emerging growth companies or have opted out of the extended transition period[165].