8-K
HWH International Inc. (HWH)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2025
HWHInternational Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41254 | 87-3296100 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 4800 Montgomery Lane, Suite 210 Bethesda, MD | 20814 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (301) 971-3955
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.0001 par value per share | HWH | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item1.01 Entry into a Material Definitive Agreement
The disclosure contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item2.01 Completion of Acquisition or Disposition of Assets.
On September 10, 2025, Alset F&B Holdings Pte. Ltd., (“Seller”), a Singapore subsidiary of HWH International Inc., a Delaware corporation (the “Company”), entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Alset International Limited (“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$218,941.26 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 U.S. Dollars in revenue in 2024. Following this sale, the Seller will continue to own 20% of Alset F&B One.
The Buyer is a significant stockholder of the Company. The Company’s Chairman, Chan Heng Fai, is also the Chairman and Chief Executive Officer of the Buyer. In addition, two of the three other members of the Company’s Board of Directors, namely Wong Shui Yeung and Wong Tat Keung, are also directors of the Buyer.
The sale of shares of Alset F&B One pursuant to the Sale and Purchase Agreement was completed on September 10, 2025.
The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Sale and Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The Company has included as Exhibit 99.1 to this Current Report on Form 8-K unaudited pro forma condensed consolidated financial information to illustrate the pro forma effects of the sale of shares of Alset F&B One pursuant to the Sale and Purchase Agreement.
Item9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
Unaudited pro forma condensed consolidated financial information of the Company, giving effect to the transaction contemplated by the Sale and Purchase Agreement described in Item 2.01 of this Current Report on Form 8-K, is filed as Exhibit 99.1.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Sale<br> and Purchase Agreement with Alset International Limited dated September 10, 2025. |
| 99.1 | Unaudited<br> Pro Forma Condensed Consolidated Financial Information of HWH International Inc. |
| 104 | Cover<br> Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:<br> September 16, 2025 | HWH INTERNATIONAL INC. | |
|---|---|---|
| By: | /s/ Rongguo Wei | |
| Name: | Rongguo<br> Wei | |
| Title: | Chief<br> Financial Officer |
Exhibit 10.1
SALEAND PURCHASE AGREEMENT
THIS SALE AND PURCHASE AGREEMENT (this “Agreement”), dated as of 10^th^ September 2025, is entered into between Alset F&B Holdings Pte. Ltd. (UEN 202131909M), a private company limited by shares incorporated in Singapore with its registered business address at 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989 (the “Seller”), and Alset International Limited (UEN 200916763W), a public company limited by shares incorporated in Singapore and listed on the Catalist board of the Singapore Exchange Securities Trading Limited (“SGX-ST”) with its registered business address at 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989 (the “Buyer”).
WHEREAS, the Seller owns 90% of the issued and outstanding shares of Alset F&B One Pte. Ltd. (UEN 201709921D), a private company limited by shares incorporated in Singapore with its registered business address at 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore (the “Company”); and
WHEREAS, the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller, 70% of the issued and outstanding shares of the Company (the “Shares”), subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Purchase<br> and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Clause 2), the Seller shall sell,<br> transfer and assign to the Buyer, and the Buyer shall purchase from the Seller, all of the Seller’s right, title and interest<br> in and to the Shares. The aggregate purchase price for the Shares shall be S$218,941.26, which represents 70% of the Net Asset Value<br> (NAV) of the Company as of 30 June 2025 (the “Purchase Price”). |
|---|---|
| 2. | Closing.<br> Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take<br> place at a closing (the “Closing”) to be held at such place and on such date as the Buyer and the Seller may mutually<br> agree upon in writing (the “Closing Date”). At the Closing, the Seller shall deliver to the Buyer a share certificate<br> or certificates evidencing the Shares, free and clear of all Encumbrances (as defined herein), duly endorsed in blank or accompanied<br> by instruments of transfer duly executed in blank, and the Buyer shall deliver to the Seller the Purchase Price by wire transfer<br> of immediately available funds to an account designated in writing by the Seller to the Buyer no later than close of business on<br> the Closing Date. |
| 3. | Representations<br> and Warranties of the Seller. The Seller hereby represents and warrants to the Buyer as follows: |
| a. | The<br> Seller is a company duly organised, validly existing and in good standing under the laws of Singapore. |
| --- | --- |
| b. | The<br> Seller has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to<br> consummate the transactions contemplated hereby. The Seller has obtained all necessary corporate approvals for the execution and<br> delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby.<br> This Agreement has been duly authorised, executed and delivered by the Seller and constitutes the Seller’s legal, valid and<br> binding obligation, enforceable against the Seller in accordance with its terms. |
| c. | The<br> Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by<br> the Seller, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting<br> trusts, proxies and other arrangements or restrictions of any kind (the “Encumbrances”). Upon consummation of<br> the transactions contemplated by this Agreement, the Buyer shall own the Shares, free and clear of all Encumbrances. |
| d. | The<br> Seller represents that it is not a party to any written or oral agreement to sell or otherwise transfer the Shares to any other party. |
| e. | The<br> Shares constitute 70% of the issued and outstanding shares of the Company. Upon the sale of the Shares, the Buyer will own 70% of<br> the issued and outstanding shares of the Company. |
| --- | --- |
| f. | The<br> accounts of the Company as of 30 June 2025 show the NAV to be S$312,773.23. The Company has no undisclosed debts, liabilities or<br> assets not reflected in the accounts. |
| g. | There<br> is no current or threatened litigation against the Company, and the Company is not the subject of any government investigation, action<br> or order, whether civil or criminal. |
| 4. | Representation<br> and Warranties of the Buyer. |
| --- | --- |
| a. | The<br> Buyer is a corporation duly organised, validly existing and in good standing under the laws of Singapore and is listed on the Catalist<br> board of the SGX-ST. |
| --- | --- |
| b. | The<br> Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate<br> the transactions contemplated hereby. The execution and delivery by the Buyer of this Agreement, the performance by the Buyer of<br> its obligations hereunder and the consummation by the Buyer of the transactions contemplated hereby have been duly authorised by<br> all requisite corporate action on the part of the Buyer, including compliance with the Catalist Rules of the SGX-ST, where applicable.<br> This Agreement has been duly executed and delivered by the Buyer and constitutes a legal, valid and binding obligation of the Buyer<br> enforceable against the Buyer in accordance with its terms. |
| c. | The<br> Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in<br> connection with, any distribution thereof. |
| d. | The<br> Buyer has complied, and shall continue to comply, with all applicable laws and regulations in Singapore, including the Catalist Rules<br> of the SGX-ST, such as Chapter 10 disclosure obligations, and shall obtain, where required, any necessary consents, clearances, announcements<br> or shareholder approvals in connection with this transaction. |
| e. | There<br> are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Buyer, threatened against<br> or by the Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. |
| f. | No<br> broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the<br> transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer. |
| 5. | Survival.<br> All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closing hereunder. |
| --- | --- |
| 6. | Further<br> Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments,<br> conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give<br> effect to the transactions contemplated by this Agreement. |
| 7. | Notices.<br> All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”)<br> shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other<br> address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered<br> by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with<br> confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as<br> otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving<br> the Notice has complied with the requirements of this Clause. |
| 8. | Entire<br> Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject<br> matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,<br> both written and oral, with respect to such subject matter. |
|---|---|
| 9. | Successor<br> and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors<br> and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other<br> parties hereto, which consent shall not be unreasonably withheld or delayed. |
| 10. | Headings.<br> The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. |
| 11. | Amendment<br> and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each<br> party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and<br> signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising,<br> any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any<br> single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the<br> exercise of any other right, remedy, power or privilege. |
| 12. | Severability.<br> If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality<br> or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term<br> or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable,<br> the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely<br> as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated<br> to the greatest extent possible. |
| 13. | Governing<br> Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Singapore without<br> giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or based upon<br> this Agreement or the transactions contemplated hereby may be instituted in the courts of Singapore, and each party irrevocably submits<br> to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other<br> document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other<br> proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any<br> suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such<br> suit, action or proceeding brought in any such court has been brought in an inconvenient forum. |
| 14. | Counterparts.<br> This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed<br> to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission<br> shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. |
[Signature Page Follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.
| Alset F&B Holdings Pte. Ltd. | |
|---|---|
| Chan Heng Fai | |
| Name: | Chan<br> Heng Fai |
| Title: | |
| Alset International Limited | |
| Lim Sheng Hon Danny | |
| Name: | Lim<br> Sheng Hon Danny |
| Title: |
Exhibit 99.1
UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed combined financial statements of HWH International Inc. present the combination of the historical financial information of HWH International Inc. (“we” or the “Company”) and the adjustments to give effect for the sale of shares of Alset F&B One Pte. Ltd. (“Alset F&B One”) (“the Sale”). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025, combines the historical balance sheet of HWH International Inc. as of June 30, 2025 and the adjustments for the sale of Alset F&B One as of June 30, 2025, on a pro forma basis as if the sale, summarized below, had been closed on June 30, 2025.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 combines the historical statements of operations of HWH International Inc. for the year ended December 31, 2024 and the adjustments for the sale of Alset F&B One during the year ended December 31, 2024 on a pro forma basis as if the sale had been completed on January 1, 2024, the beginning of the earliest period presented.
The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 combines the historical statements of operations of HWH International Inc. for the six months ended June 30, 2025 and the adjustments for the sale of Alset F&B One during the six months ended June 30, 2025 on a pro forma basis as if the sale had been completed on January 1, 2025, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the Company’s financial condition or results of operations would have been had the Sale occurred on the dates indicated.
Further, the unaudited pro forma condensed consolidated financial information also may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Sale based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial information.
Descriptionof transaction
On September 10, 2025, a subsidiary of HWH International Inc. entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Alset International Limited, pursuant to which a subsidiary of the Company agreed to sell 70% of the outstanding equity of its subsidiary, Alset F&B One Pte. Ltd. to Alset International Limited in exchange for S$218,941.26 Singapore Dollars (equal to approximately $170,754 U.S. Dollars). A subsidiary of HWH International Inc. will continue to own 20% of Alset F&B One.
The sale of Alset F&B One was completed on September 10, 2025.
ProForma Information
HWHInternational Inc. and Subsidiaries
UnauditedPro Forma Condensed Combined Balance Sheet
Asof June 30, 2025
| Adjustments | ||||||||
|---|---|---|---|---|---|---|---|---|
| For Sale of | ||||||||
| Alset F&B One | Pro Forma | |||||||
| Assets: | ||||||||
| Current Assets: | ||||||||
| Cash | 3,729,873 | $ | (302,270 | ) | $ | 3,427,603 | ||
| Account Receivables, Net | 22,948 | (4,218 | ) | 18,730 | ||||
| Inventory | 6,369 | (3,848 | ) | 2,521 | ||||
| Other Receivables, Net | 661,283 | - | 661,283 | |||||
| Due from Related Parties, Net | 4,481,802 | - | 4,481,802 | |||||
| Deposit | 21,336 | - | 21,336 | |||||
| Convertible Loan Receivables at Fair Value - Related Party | 149,721 | - | 149,721 | |||||
| Investment in Securities | 100,476 | - | 100,476 | |||||
| Deferred Tax Assets | 3,305 | (3,305 | ) | - | ||||
| Prepaid Expenses | 487 | - | 487 | |||||
| Total Current Assets | 9,177,600 | (313,641 | ) | 8,863,959 | ||||
| - | ||||||||
| Non-Current Assets: | ||||||||
| Property and Equipment, Net | 31,876 | (1,333 | ) | 30,543 | ||||
| Deposits | 131,346 | (21,331 | ) | 110,015 | ||||
| Investment at Cost | 1,608 | - | 1,608 | |||||
| Convertible Loan Receivables at Fair Value - Related Party | 934,392 | - | 934,392 | |||||
| Investment Security - Related Party | 748 | - | 748 | |||||
| Equity Method Investment – Related Party | - | 48,662 | 48,662 | |||||
| Operating Lease Right-Of-Use Assets, Net | 325,130 | (168,160 | ) | 156,970 | ||||
| Total Non-Current Assets | 1,425,100 | (142,162 | ) | 1,282,938 | ||||
| Total Assets | 10,602,700 | $ | (455,803 | ) | $ | 10,146,897 | ||
| Liabilities and Stockholders’ Equity: | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | 443,906 | (24,186 | ) | $ | 419,720 | |||
| Due to Related Parties, Net | 5,513,318 | (39,092 | ) | 5,474,226 | ||||
| Operating Lease Liabilities | 197,235 | (171,987 | ) | 25,248 | ||||
| Financial Liability | 710 | - | 710 | |||||
| Notes Payable | 975,991 | - | 975,991 | |||||
| Deferred Revenue | 15,631 | - | 15,631 | |||||
| Total Current Liabilities | 7,146,791 | (235,265 | ) | 6,911,526 | ||||
| Non-Current Liabilities: | ||||||||
| Operating Lease Liabilities | 135,386 | - | 135,386 | |||||
| Total Non-Current Liabilities | 135,386 | - | 135,386 | |||||
| Total<br> Liabilities | 7,282,177 | (235,265 | ) | 7,046,912 | ||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred Stock, 0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | - | - | - | |||||
| Common Stock, 0.0001 par value; 55,000,000 shares authorized; 6,476,400 shares issued and outstanding<br> on June 30, 2025* | 647 | - | 647 | |||||
| Additional Paid in Capital | 10,749,308 | (61,414 | ) | 10,687,894 | ||||
| Accumulated Other Comprehensive Income (Loss) | (811,200 | ) | (811,200 | ) | ||||
| Accumulated Deficit | (6,711,621 | ) | (144,464 | ) | (6,856,085 | ) | ||
| Total HWH International Inc. Stockholders’ Equity | 3,227,134 | (205,878 | ) | 3,021,256 | ||||
| Non-controlling Interests | 93,389 | (14,660 | ) | 78,729 | ||||
| Total Stockholders’ Equity | 3,320,523 | (220,538 | ) | 3,099,985 | ||||
| - | ||||||||
| Total Liabilities and Stockholders’ Equity | 10,602,700 | $ | (455,803 | ) | $ | 10,146,897 |
All values are in US Dollars.
*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
HWHInternational Inc. and Subsidiaries
UnauditedPro Forma Condensed Combined
Statementsof Operations and Other Comprehensive Income
Forthe Year Ended December 31, 2024
| Pro Forma | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| HWH | Adjustments | ||||||||
| International Inc. | For Sale of | ||||||||
| (Historical) | Alset F&B One | Pro Forma | |||||||
| Revenue | 1,253,577 | (470,191 | ) | 783,386 | |||||
| Cost of Revenue | (651,721 | ) | 116,456 | (535,265 | ) | ||||
| Gross Profit | 601,856 | (353,735 | ) | 248,121 | |||||
| Operating Expenses: | |||||||||
| General and Administrative Expenses | (2,646,627 | ) | 288,527 | (2,358,100 | ) | ||||
| Impairment of Convertible Note Receivable – Related Party, and Equity Method Investment - Related Party | (42,328 | ) | - | (42,328 | ) | ||||
| Impairment Loss on Goodwill | (323,864 | ) | - | (323,864 | ) | ||||
| Impairment of Investment in Joint Venture | (14,205 | ) | - | (14,205 | ) | ||||
| Total Operating Expenses | (3,027,024 | ) | 288,527 | (2,738,497 | ) | ||||
| Other Non-Operating Income (Loss) | |||||||||
| Other Income | 345,997 | (5,792 | ) | 340,205 | |||||
| Interest Expense | (72,076 | ) | 1,427 | (70,649 | ) | ||||
| Foreign Exchange Transaction Gain | (55,221 | ) | - | (55,221 | ) | ||||
| Loss on Equity method Investment - Related Party | (20,149 | ) | 13,915 | (6,234 | ) | ||||
| Unrealized Loss on Convertible Note Receivable - Related Party | (379,887 | ) | - | (379,887 | ) | ||||
| Total Other Non-Operating Loss | (181,336 | ) | 9,550 | (171,786 | ) | ||||
| Net Loss Before Income Taxes | (2,606,504 | ) | (55,658 | ) | (2,662,162 | ) | |||
| Income Tax Expense | - | - | - | ||||||
| Net Loss | (2,606,504 | ) | (55,658 | ) | (2,662,162 | ) | |||
| Net Loss Attributable to Non-Controlling Interest | (15,773 | ) | (6,936 | ) | (22,709 | ) | |||
| Net Loss Attributable to Common Stockholders | $ | (2,590,731 | ) | $ | (48,722 | ) | $ | (2,639,453 | ) |
| Net Loss | $ | (2,606,504 | ) | $ | (55,658 | ) | $ | (2,662,162 | ) |
| Other Comprehensive Loss | |||||||||
| Foreign Currency Translation Adjustment | (219,898 | ) | - | (219,898 | ) | ||||
| Total Comprehensive Loss | (2,826,402 | ) | (55,658 | ) | (2,882,060 | ) | |||
| Less Comprehensive Loss Attributable to Non-controlling Interests | (15,861 | ) | - | (15,861 | ) | ||||
| Total Comprehensive Loss Attributable to Common Shareholders | (2,810,541 | ) | (55,658 | ) | (2,866,199 | ) | |||
| Net Loss Per Share - Basic and Diluted | $ | (0.72 | ) | $ | - | $ | (0.73 | ) | |
| Weighted Average Common Shares Outstanding - Basic and Diluted * | 3,595,124 | - | 3,595,124 |
*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
HWHInternational Inc. and Subsidiaries
UnauditedPro Forma Condensed Combined
Statementsof Operations and Other Comprehensive Income
Forthe Six Months Ended June 30, 2025
| Pro Forma | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| HWH | Adjustments | ||||||||
| International Inc. | For Sale of | ||||||||
| (Historical) | Alset F&B One | Pro Forma | |||||||
| Revenue | 605,588 | (226,184 | ) | 379,404 | |||||
| Cost of Revenue | (309,104 | ) | 45,493 | (263,611 | ) | ||||
| Gross Profit | 296,484 | (180,691 | ) | 115,793 | |||||
| Operating Expenses: | |||||||||
| General and administrative expenses | (1,152,923 | ) | 143,183 | (1,009,740 | ) | ||||
| Impairment loss on goodwill | (77,480 | ) | - | (77,480 | ) | ||||
| Total Operating Expenses | (1,230,403 | ) | 143,183 | (1,087,220 | ) | ||||
| Other Non-Operating Income | |||||||||
| Other Expense | (14,059 | ) | - | (14,059 | ) | ||||
| Interest Expense | (79,655 | ) | 2,308 | (77,347 | ) | ||||
| Foreign Exchange Transaction Gain | 307,691 | - | 307,691 | ||||||
| Gain on Disposal of Securities Investment | 419 | - | 419 | ||||||
| Unrealized Gain on Securities Investment | 873 | - | 873 | ||||||
| Gain on Equity Method Investment - Related Party | - | 7,040 | 7,040 | ||||||
| Gain on Disposal of Subsidiaries | 383,667 | - | 383,667 | ||||||
| Unrealized Loss on Convertible Note Receivable - Related Party | (33,064 | ) | - | (33,064 | ) | ||||
| Total Other Non-Operating Income | 565,872 | 9,348 | 575,220 | ||||||
| Net Loss Before Income Taxes | (368,047 | ) | (28,160 | ) | (396,207 | ) | |||
| Income Tax Expense | (42,948 | ) | - | (42,948 | ) | ||||
| Net Loss | (410,995 | ) | (28,160 | ) | (439,155 | ) | |||
| Net Loss Attributable to Non-Controlling Interest | (16,384 | ) | (4,314 | ) | (20,698 | ) | |||
| Net Loss Attributable to Common Stockholders | $ | (394,611 | ) | $ | (23,846 | ) | $ | (418,457 | ) |
| Net Loss | $ | (410,995 | ) | $ | (28,160 | ) | $ | (439,155 | ) |
| Other Comprehensive Loss | |||||||||
| Foreign Currency Translation Adjustment | (554,011 | ) | - | (554,011 | ) | ||||
| Total Comprehensive Loss | (965,006 | ) | (28,160 | ) | (993,166 | ) | |||
| Less Comprehensive Loss Attributable to Non-controlling Interests | (16,793 | ) | - | (16,793 | ) | ||||
| Total Comprehensive Loss Attributable to Common Shareholders | (948,213 | ) | (28,160 | ) | (976,373 | ) | |||
| Net Loss Per Share - Basic and Diluted | $ | (0.06 | ) | $ | - | $ | (0.06 | ) | |
| Weighted Average Common Shares Outstanding - Basic and Diluted * | 6,446,503 | - | 6,446,503 |
*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