HWH 10-Q

HWH International Inc. (HWH)

10-Q 2024-08-12 For: 2024-06-30

View Original

Added on April 07, 2026

Delaware		87-3296100
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

Title of each class	Trading Symbol	Name of each exchange on which registered

Common Stock, par value $0.0001 per share	HWH	The Nasdaq Global Market

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

		Page
Part I. Financial Information		1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets at June 30, 2024 and December 31, 2023 (Unaudited)	1
	Condensed Consolidated Statements of Operations and Other Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholder’s (Deficit) for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	32
Item 4.	Controls and Procedures	32

Part II. Other Information		33

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	33

Part III. Signatures		34

	June 30, 2024 (Unaudited)			December 31, 2023 (as restated)
ASSETS

Current Assets
Cash	$	821,353		$	1,159,201
Account receivable, net		25,723			28,611
Inventory		1,460			1,977
Other receivables, net		107,034			41,203
Convertible loans receivable - related party, at fair value		868,593			-
Investment security – related party		137,500			-
Prepaid expenses		14,921			106,862
Total Current Assets	$	1,976,584		$	1,337,854

Non-Current Assets
Property and equipment, net	$	117,433		$	129,230
Cash and marketable securities held in Trust Account		-			21,346,768
Deposits		389,928			298,324
Investment at cost		14,010			-
Operating lease right-of-use assets, net		570,325			598,508
Total Non-Current Assets	$	1,091,696		$	22,372,830

TOTAL ASSETS	$	3,068,280		$	23,710,684

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	525,552		$	167,355
Accrued commissions		77,906			85,206
Due to related parties, net		4,192,369			2,323,800
Operating lease liabilities - current		384,817			429,687
Deferred underwriting fee payable		-			3,018,750
Notes payable - current		241,300			-
Total Current Liabilities	$	5,421,944		$	6,024,798

Non-Current Liabilities
Operating lease liabilities - non-current	$	198,300		$	182,380
Notes payable - non-current		947,499			-
Total Non-Current Liabilities	$	1,145,799		$	182,380

Commitments and Contingencies		-			-

Temporary equity:
Class A common stock subject to possible redemption; 1,976,036 shares (at approximately $10.35 per share) as of December 31, 2023	$	-		$	20,457,011

Stockholders’ Equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of June 30, 2024 and December 31, 2023		-			-
Common stock, $0.0001 par value; 50,000,000 shares authorized; 16,223,301 and 10,000 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		1,623			1
Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 0 and 473,750 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		-			47
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 0 and 2,156,250 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		-			216
Common stock value		-			216
Additional paid in capital		1,138,250			9
Accumulated other comprehensive loss		(261,469	)		(197,041	)
Accumulated deficit		(4,490,164	)		(2,765,403	)
Total HWH International Inc. Stockholders’ deficit	$	(3,611,760	)	$	(2,962,171	)
Non-controlling interests		112,297			8,666
Total Stockholders’ Deficit		(3,499,463	)		(2,953,505	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,068,280		$	23,710,684

	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023 (as restated)			Six Months Ended June 30, 2024			Six Months Ended June 30, 2023 (as restated)

Revenue
- Membership	$	-		$	-		$	-		$	12,583
- Non-membership		334,882			195,198			620,992			383,177
Total Revenue	$	334,882		$	195,198		$	620,992		$	395,760

Cost of revenue
- Membership	$	-		$	(822	)	$	-		$	(12,690	)
- Non-membership		(169,969	)		(72,798	)		(292,782	)		(138,699	)
Total Cost of revenue	$	(169,969	)	$	(73,620	)	$	(292,782	)	$	(151,389	)

Gross profit	$	164,913		$	121,578		$	328,210		$	244,371

Operating expenses:
General and administrative expenses	$	(654,740	)	$	(582,466	)	$	(1,783,931	)	$	(1,318,857	)
Impairment of convertible note receivable – related party, and equity method investment - related party		-			-			(42,328	)		-
Impairment loss on goodwill		-			-			(323,864	)		-
Total Operating expenses	$	(654,740	)	$	(582,466	)	$	(2,150,123	)	$	(1,318,857	)

Other income (expense)
Other income	$	90,387		$	574,438		$	168,400		$	1,574,404
Interest expense		(18,697	)		-			(36,828	)		-
Unrealized gain (loss) on related party transactions		34,498			(11,332	)		(15,073	)		2,521
Loss on equity method investment - related party		-			(10,446	)		(14,744	)		(63,645	)
Unrealized loss on convertible note receivable – related party		(20,002	)		-			(20,002	)		-
Total Other income	$	86,186		$	552,660		$	81,753		$	1,513,280

(Loss) income before provision for income taxes		(403,641	)		91,772			(1,740,160	)		438,794

Provision for income taxes		-			(154,707	)		-			(329,880	)

Net (loss) income	$	(403,641	)	$	(62,935	)	$	(1,740,160	)	$	108,914

Less: Net (loss) income attributable to Non-Controlling Interests		(15,718	)		1,478			(15,399	)		2,200

Net (loss) income attributable to common stockholders	$	(387,923	)	$	(64,413	)	$	(1,724,761	)	$	106,714

Other comprehensive income, net of tax:
Foreign currency translation adjustment to common shareholders	$	(151,246	)	$	15,512		$	(64,428	)	$	74,355
Foreign currency translation adjustment to Non-controlling interests		-			-			-			-
Total Other comprehensive income, net of tax:	$	(151,246	)	$	15,512		$	(64,428	)	$	74,355

Comprehensive (loss) / income attributable to common stockholders
Net (loss) / income	$	(387,923	)	$	(64,413	)	$	(1,724,761	)	$	106,714
Foreign currency translation adjustment		(151,246	)		15,512			(64,428	)		74,355
Total Comprehensive (loss) / income attributable to common stockholders	$	(539,169	)	$	(48,901	)	$	(1,789,189	)	$	181,069

Comprehensive (loss) / income attributable to non-controlling interests
Net (loss) / income	$	(15,718	)	$	1,478		$	(15,399	)	$	2,200
Foreign currency translation adjustment		-			-			-			-
Total Comprehensive (loss) / income attributable to non-controlling interests	$	(15,718	)	$	1,478		$	(15,399	)	$	2,200

		1			2		3		4			5			6
	Three Months Ended June 30, 2024							Three Months Ended June 31, 2023
		Common stock			Class A common stock		Class B common stock		Common stock			Class A common stock			Class B common stock
Loss per common share
Basic	$	(0.02	)	$	-	$	-	$	(0.02	)	$	(0.02	)	$	(0.02	)
Diluted	$	(0.02	)	$	-	$	-	$	(0.02	)	$	(0.02	)	$	(0.02	)

Weighted average number of common shares outstanding
Basic		16,223,301			-		-		10,000			473,750			2,156,250
Diluted		16,223,301			-		-		10,000			473,250			2,156,250

		1			2			3			4		5		6
	Six Months Ended June 30, 2024									Six Months Ended June 31, 2023
	Common stock			Class A common stock			Class B common stock			Common stock		Class A common stock		Class B common stock
(Loss) earnings per common share
Basic	$	(0.11	)	$	(0.11	)	$	(0.11	)	$	0.04	$	0.04	$	0.04
Diluted	$	(0.11	)	$	(0.11	)	$	(0.11	)	$	0.04	$	0.04	$	0.04

Weighted average number of common shares outstanding
Basic		15,510,628			20,824			94,780			10,000		473,750		2,156,250
Diluted		15,510,628			20,824			94,780			10,000		473,750		2,156,250


	Class A Common stock						Class B Common stock						Common Stock							Accumulated						Total HWH
	Shares			Par Value $0.0001			Shares			Par Value $0.0001			Shares		Par Value $0.0001		Additional Paid in Capital			Other Comprehensive (Loss)			Accumulated Deficit			International Inc. Stockholders’ deficit			Non- controlling interests			Total Stockholders’ deficit

Balances at December 31, 2022		473,750		$	47			2,156,250		$	216			10,000	$	1	$	9		$	(200,039	)	$	(1,610,504	)	$	(1,810,270	)	$	4,836		$	(1,805,434	)

Net income		-			-			-			-			-		-		-			-		$	171,127		$	171,127		$	722		$	171,849
Foreign currency translation adjustment		-			-			-			-			-		-		-		$	58,843			-		$	58,843			-		$	58,843
Balances at March 31, 2023		-			-			-			-			-		-		-		$	(141,196	)	$	(1,439,377	)	$	(1,580,300	)	$	5,558		$	(1,574,742	)

Remeasurement of Class A common stock to redemption value		-			-			-			-			-		-		-			-		$	(425,044	)	$	(425,044	)		-		$	(425,044	)
Extension Loan		-			-			-			-			-		-		-			-		$	(136,147	)	$	(136,147	)		-		$	(136,147	)
Net (loss) income		-			-			-			-			-		-		-			-		$	(64,413	)	$	(64,413	)	$	1,478		$	(62,935	)
Foreign currency translation adjustment		-			-			-			-			-		-		-		$	15,512			-		$	15,512					$	15,512

Balances at June 30, 2023		473,750		$	47			2,156,250		$	216			10,000	$	1	$	9		$	(125,684	)	$	(2,064,981	)	$	(2,190,392	)	$	7,036		$	(2,183,356	)

Balances at December 31, 2023		473,750		$	47			2,156,250		$	216			10,000	$	1	$	9		$	(197,041	)	$	(2,765,403	)	$	(2,962,171	)	$	8,666		$	(2,953,505	)
Issuance of Common Stock to EF Hutton for Deferred Underwriting Compensation		-			-			-			-			149,443	$	15	$	1,509,375			-			-		$	1,509,390			-		$	1,509,390
Issuance of Common Stock during Merger		-			-			-			-			13,433,858	$	1,344	$	(1,369	)		-			-		$	(25	)		-		$	(25	)
Adjustment to Temporary Equity		-			-			-			-			-		-	$	(645,860	)		-			-		$	(645,860	)		-		$	(645,860	)
Convert Common Stock Class A and B to Common Stock		(473,750	)	$	(47	)		(2,156,250	)	$	(216	)		2,630,000	$	263		-			-			-			-			-			-
Revaluation for SHRG note receivable and warrants		-			-			-			-			-		-		216,188			-			-		$	216,188			-		$	216,188
Change in Non-Controlling Interest Ketomei		-			-			-			-			-		-		-			-			-			-		$	155,514		$	155,514
Net (loss) income		-			-			-			-			-		-		-			-		$	(1,336,838	)	$	(1,336,838	)	$	319		$	(1,336,519	)
Foreign currency translation adjustment		-			-			-			-			-		-		-		$	86,818			-		$	86,818			-		$	86,818

Balances at March 31, 2024		-			-			-			-			16,223,301	$	1,623	$	1,078,343		$	(110,223	)	$	(4,102,241	)	$	(3,132,498	)	$	164,499		$	(2,967,999	)
Balances		-			-			-			-			16,223,301	$	1,623	$	1,078,343		$	(110,223	)	$	(4,102,241	)	$	(3,132,498	)	$	164,499		$	(2,967,999	)

Revaluation for SHRG note receivable and warrants		-			-			-			-			-		-	$	59,907			-			-		$	59,907			-		$	59,907
Change in Non-Controlling Interest Ketomei		-			-			-			-			-		-		-			-			-			-		$	(36,484	)	$	(36,484	)
Net loss		-			-			-			-			-		-		-			-		$	(387,923	)	$	(387,923	)	$	(15,718	)	$	(403,641	)
Net (loss) income		-			-			-			-			-		-		-			-		$	(387,923	)	$	(387,923	)	$	(15,718	)	$	(403,641	)
Foreign currency translation adjustment		-			-			-			-			-		-		-		$	(151,246	)		-		$	(151,246	)		-		$	(151,246	)

Balances at June 30, 2024		-			-			-			-			16,223,301	$	1,623	$	1,138,250		$	(261,469	)	$	(4,490,164	)	$	(3,611,760	)	$	112,297		$	(3,499,463	)
Balances		-			-			-			-			16,223,301	$	1,623	$	1,138,250		$	(261,469	)	$	(4,490,164	)	$	(3,611,760	)	$	112,297		$	(3,499,463	)

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023 (as restated)
Cash flows from operating activities:
Net (loss) income	$	(1,740,160	)	$	108,914

Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income		-			(1,474,398	)
Unrealized foreign exchange loss (gain) on related party transactions		15,073			(2,521	)
Loss on equity method investment, related party		14,744			63,645
Depreciation		30,209			28,475
Non-cash lease expense		260,139			256,038
Impairment of convertible note receivable – related party, and equity method investment - related party		42,328			-
Impairment loss on goodwill		323,864			-
Unrealized loss on convertible note receivable – related party		20,002			-
Loss on disposal of property, plant and equipment		5,820			-

Changes in operating assets and liabilities:
Account receivables		8,588			(8,468	)
Other receivables		(64,417	)		(64,716	)
Prepaid expenses		91,808			(58,486	)
Deposit		(96,026	)		835
Inventory		460			4,310
Accounts payable and accrued expenses		217,531			89,026
Accrued commissions		(1,924	)		(53,697	)
Deferred revenue		-			(20,573	)
Operating lease liabilities		(257,079	)		(247,852	)
Net cash used in operating activities	$	(1,129,040	)	$	(1,379,468	)

Cash flows from investing activities:
Purchases of property and equipment	$	(28,024	)	$	(8,069	)
Convertible loans receivable - related party		(750,000	)		-
Investment at cost		(14,010	)		-
Cash withdrawn from trust account available to the Company		243,897			679,787
Cash withdrawn from trust account for redemptions		21,102,871			68,351,348
Net cash provided by investing activities	$	20,554,734		$	69,023,066

Cash flows from financing activities:
Repayment of loans and borrowing	$	(71,194	)	$	-
Repayment of deferred underwriting compensation		(325,000	)		-
Proceeds from repayment of due from sponsor		-			13,000
Proceeds from extension loan		-			136,147
Advances from related parties		1,757,103			166,736
Borrowing from notes payable - related parties		-			33,475
Repayment of class A common stock		(21,102,871	)		(68,351,348	)
Net cash used in financing activities	$	(19,741,962	)	$	(68,001,990	)

Net decrease in cash	$	(316,268	)	$	(358,392	)
Effects of foreign exchange rate on cash		(21,580	)		(46,374	)
Cash at beginning of period		1,159,201			2,789,794
Cash at end of period	$	821,353		$	2,385,028

Supplemental disclosure of non-cash investing and financing activities
Issuance of HWH common stock to EF Hutton for deferred underwriting compensation	$	1,509,375		$	-
Cash paid for interest	$	36,828		$	-
Valuation gain from notes receivable and warrants - SHRG	$	276,905		$	-
Initial recognition of operating lease right-of-use asset and liability	$	280,042		$	46,695

Office Equipment		3 – 5 years
Furniture and Fittings		3 – 5 years
Kitchen Equipment		3 – 5 years
Operating Equipment		3 – 5 years
Leasehold Improvements		Shorter of lease life or asset life

	Membership		Products		Total
	Returns
	Membership		Products		Total
For the six months ended:
June 30, 2024	$	-	$	-	$	-
June 30, 2023	$	1,143	$	-	$	1,143
Revenue returns		1,143		-		1,143

	June 30, 2024		December 31, 2023
Prepaid Sales Commission

Balances at the beginning of the period	$	-	$	6,839
Movement for the period		-		(6,839	)
Balances at the end of the period	$	-	$	-

	June 30, 2024		December 31, 2023
Deferred Revenue

Balances at the beginning of the period	$	-	$	21,198
Movement for the period		-		(21,198	)
Balances at the end of the period	$	-	$	-

	Total
June 30, 2024

Finished goods	$	127,704
Related shipping		1,420
Handling fee		12,550
Contractor fee		8,366
Franchise commission		4,547
Sales commission		(74	)
Depreciation		15,456
Total of Cost of revenue	$	169,969

June 30, 2023

Finished goods	$	36,664
Related shipping		2,420
Handling fee		5,855
Contractor fee		10,412
Franchise commission		3,770
Sales commission		822
Depreciation		13,677
Total of Cost of revenue	$	73,620

	●	The holders of 8,591,072 Public Shares properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from the IPO.

	●	Immediately prior to the consummation of the Reverse Recapitalization (i) each of the 1,972,896 shares of SPAC’s Class A Common Stock was cancelled and converted into 1,972,896 shares of the Company’s common stock; (ii) each of the issued and outstanding 2,156,250 shares of SPAC’s Class B Common Shares were converted into 2,156,250 shares of SPAC’s Class A Common Stock and subsequently into 2,156,250 shares of the Company’s common stock; (iii) each of the SPAC’s 476,890 units were split into their component securities; and (iv) 909,875 new shares of the Company’s common stock were issued in connection with the conversion of the SPAC’s rights into the Company’s common shares.

	●	12,500,000 shares of the Company’s common stock were delivered as consideration in the Business Combination

	●	149,443 shares of the Company’s common stock were issued to a third party as payment for $1,509,375 of underwriting compensation.

	As SPAC previously booked			Merger with HWH-NV			As restated
	USD			USD			USD

Revenue
-Membership	$	-		$	12,583		$	12,583
-Non-membership		-			383,177			383,177
Total revenue	$	-		$	395,760		$	395,760

Cost of revenue
-Membership	$	-		$	(12,690	)	$	(12,690	)
-Non-membership		-			(138,699	)		(138,699	)
Total cost of revenue	$	-		$	(151,389	)	$	(151,389	)

Gross profit	$	-		$	244,371		$	244,371

Operating expenses:
General and administrative expenses	$	(392,608	)	$	(926,249	)	$	(1,318,857	)
Total operating expenses	$	(392,608	)	$	(926,249	)	$	(1,318,857	)

Other income (expenses)
Other income	$	1,474,398		$	100,006		$	1,574,404
Unrealized gain on related party transactions		-			2,521			2,521
Loss on equity method investment, related party		-			(63,645	)		(63,645	)
Total other income	$	1,474,398		$	38,882		$	1,513,280

Income (loss) before provision for income taxes	$	1,081,790			(642,966	)		438,794

Provision for income taxes		(329,880	)		-			(329,880	)

Net income (loss)	$	751,910		$	(642,996	)	$	108,914

Less: Net profit attributable to Non-Controlling Interests		-			2,200			2,200
Net income (loss) attributable to the common shareholders	$	751,910		$	(645,196	)	$	106,714

Other comprehensive (loss) income:
Foreign exchange translation adjustment		-			74,355			74,355
Total Other comprehensive income, net of tax	$	-		$	74,355		$	74,355

Comprehensive income (loss):	$	751,910		$	(570,841	)	$	181,069

	Fair Value Measurement Using						Amount at
		Level 1		Level 2		Level 3		Fair Value
June 30, 2024
Assets
Warrants – SHRG	$	-	$	137,500	$	-	$	137,500
Convertible loans receivable – SHRG		-		868,593		-	$	868,593

Total Investment in securities at Fair Value	$	-	$	1,006,093	$	-	$	1,006,093

	June 30, 2024

Stock price	$	0.0020
Exercise price	$	0.0012
Risk free interest rate		4.40	%
Annualized volatility		141.48	%
Dividend Yield	$	0.00	%
Year to maturity		4.71
Warrants measurement input		4.71

	March 18, 2024			May 9, 2024			June 6, 2024
	June 30, 2024
CN#	1			2			3
Issued date	March 18, 2024			May 9, 2024			June 6, 2024
Risk-free interest rate		4.608	%		4.579	%		4.564	%
Expected life		2.71 year			2.86 year			2.93 year
Discount rate		6.00	%		8.00	%		8.00	%
Expected volatility		141.662	%		141.662	%		141.662	%
Expected dividend yield		0	%		0	%		0	%
Debt measurement input		0	%		0	%		0	%
Fair value	$	310,362		$	282,486		$	275,745

	●	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; and

	●	if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

	Warrant for			Weighted		Remaining Contractual		Aggregate
	Common			Average		Term		Intrinsic
	Shares			Exercise Price		(Years)		Value
Warrants Outstanding as of December 31, 2023		4,549,375		$	11.5		4.53	$	-
Warrants Vested and exercisable at December 31, 2023		4,549,375		$	11.5		4.53	$	-
Granted		-			-
Exercised		-			-
Forfeited, cancelled, expired		(5	)		-
Warrants Outstanding as of June 30, 2024		4,549,370		$	11.5		4.53	$	-
Warrants Vested and exercisable at June 30, 2024		4,549,370		$	11.5		4.53	$	-

	Warrant for		Weighted		Remaining Contractual		Aggregate
	Common		Average		Term		Intrinsic
	Shares		Exercise Price		(Years)		Value
Warrants Outstanding as of December 31, 2022		4,549,375	$	11.5		5.53	$	-
Warrants Vested and exercisable at December 31, 2022		4,549,375	$	11.5		5.53	$	-
Granted		-		-
Exercised		-		-
Forfeited, cancelled, expired		-		-
Warrants Outstanding as of June 30, 2023		4,549,375	$	11.5		5.53	$	-
Warrants Vested and exercisable at June 30, 2023		4,549,375	$	11.5		5.53	$	-

	●	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.

	June 30, 2024		December 31, 2023

Right-of-use assets	$	570,325	$	598,508

Lease liabilities - current	$	384,817	$	429,687
Lease liabilities - non-current		198,300		182,380
Total lease liabilities	$	583,117	$	612,067

Maturity of Lease Liabilities	Total

12 months ended June 30, 2025	$	401,688
12 months ended June 30, 2026		166,196
12 months ended June 30, 2027		37,156
Total undiscounted lease payments	$	605,040
Less: Imputed interest		(21,923	)
Present value of lease liabilities	$	583,117
Operating lease liabilities - Current		384,817
Operating lease liabilities - Non-current	$	198,300

	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Membership Fee	$	-	$	-
Product Sales		-		6
Food and Beverage		334,882		195,192
Total	$	334,882	$	195,198
Revenue	$	334,882	$	195,198

	Six Months Ended June 30, 2024		Six Months Ended June 30, 2023
Membership Fee	$	-	$	12,583
Product Sales		-		209
Food and Beverage		620,992		382,968
Total	$	620,992	$	395,760
Revenue	$	620,992	$	395,760

	December 31, 2023		Additions		Loss on investment			Impairment			June 30, 2024
Investment in associate, related party	$	-	$	14,744	$	(14,744	)	$	-		$	-
Convertible note receivable, related party		-		42,328		-			(42,328	)		-
Total	$	-	$	57,072	$	(14,744	)	$	(42,328	)	$	-

	December 31, 2022		Additions		Loss on investment			Impairment		June 30, 2023
Investment in associate, related party	$	155,369	$	52,605	$	(63,645	)	$	-	$	144,329
Convertible note receivable, related party		198,125		59,267		-			-		257,392
Total	$	353,494	$	111,872	$	(63,645	)	$	-	$	401,721

	December 31, 2023		Additions		Unrealized Gain		June 30, 2024
Convertible note receivable - related party	$	-	$	750,000	$	118,593	$	868,593
Total	$	-	$	750,000	$	118,593	$	868,593

	December 31, 2023
ASSETS
Current assets:
Cash	$	280,398
Other current assets		100,000
Total current assets		380,398

Cash and marketable securities held in Trust Account		21,346,768
Total assets	$	21,727,166

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	30,156
Extension Loan – Related Party		205,305
Total current liabilities		235,461

Deferred underwriting compensation		3,018,750
Total liabilities		3,254,211

Commitments and contingencies		-

Temporary equity:
Class A common stock subject to possible redemption; 1,976,036 shares (at approximately $10.35 per share) as of December 31, 2023		20,457,011

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-
Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 473,750 issued and outstanding (excluding 1,976,036 shares subject to possible redemption) as of December 31, 2023		47
Class B common stock, $0.0001 par value; 5,000,000 shares authorized; 2,156,250 shares issued and outstanding as of December 31, 2023		216
Common stock, value		216

Accumulated deficit		(1,984,319	)
Total stockholders’ deficit		(1,984,056	)
Total liabilities and stockholders’ deficit	$	21,727,166

	For the One
	Month Ended
	December 31, 2023
EXPENSES
Administration fee - related party	$	10,000
General and administrative		610,841
TOTAL EXPENSES		610,841

OTHER INCOME
Investment income earned on cash and marketable securities held in Trust Account		94,130
Other Income		155,763
TOTAL OTHER INCOME		249,893

Pre-tax loss		370,948

Income tax expense		-

Net loss	$	370,948

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue	$	334,882		$	195,198		$	620,992		$	395,760
Cost of revenue		169,969			73,620			292,782			151,389
Operating expenses		654,740			582,466			2,150,123			1,318,857
Other income (expense)		86,186			552,660			81,753			1,513,280
Provision for income taxes		-			154,707			-			329,880
Net (loss) income	$	(403,641	)	$	(62,935	)	$	(1,740,160	)	$	108,914

	For 2024		For 2023		Variance
Number of memberships sold		-		16		(16	)
Cash received from membership	$	-	$	12,583	$	(12,583	)

Exhibit		Description
10.1		Credit Facility Agreement, between Alset Inc. and HWH International Inc., dated April 24, 2024, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2024.
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).