HWH · HWH International Inc.

On August 7, 2026, the Board of Directors of HWH International Inc. (the "Company") awarded the Company's Chairman and Chief Executive Officer Chan Heng Fai 1,480,000 shares of the Company's common stock (the "Shares"). The Shares were granted to Mr. Chan as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as amended. The Shares are subject to a lockup for twelve months from the date of issuance.

The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. beneficially owns 5,581,719 shares of the Issuer's common stock, including 2,787,590 shares owned directly, 2,211,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 2,482,600 shares of the Issuer's common stock personally.

On August 7, 2026, the Board of Directors of HWH International Inc. (the "Company") awarded Mr. Wong 20,000 shares of the Company's common stock (the "Shares"). The Shares were granted to Mr. Wong as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as amended. The Shares are subject to a lockup for twelve months from the date of issuance.

On August 7, 2026, the Board of Directors of HWH International Inc. (the "Company") awarded Mr. Wei 50,000 shares of the Company's common stock (the "Shares") in the form of a restricted stock award. The Shares were granted to Mr. Wei as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as amended. The Shares are subject to a vesting period of twelve months from the grant date.

On August 7, 2026, the Board of Directors of HWH International Inc. (the "Company") awarded Mr. Wu 40,000 shares of the Company's common stock (the "Shares"). The Shares were granted to Mr. Wu as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as amended. The Shares are subject to a lockup for twelve months from the date of issuance.

On August 7, 2026, the Board of Directors of HWH International Inc. (the "Company") awarded Mr. Wong 20,000 shares of the Company's common stock (the "Shares"). The Shares were granted to Mr. Wong as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as amended. The Shares are subject to a lockup for twelve months from the date of issuance.

On August 7, 2026, the Board of Directors of HWH International Inc. (the "Company") awarded Mr. Lim 135,000 shares of the Company's common stock (the "Shares"). The Shares were granted to Mr. Lim as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as amended. The Shares are subject to a lockup for twelve months from the date of issuance.

On August 5, 2026 two holders of the Issuer's common stock who collectively held 320,000 shares transferred their shares to Alset International Limited. These shares were returned to Alset International Limited in connection with a Share Transfer and Note Cancellation Agreement.

The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc.

Alset Inc. beneficially owns 5,581,719 shares of the Issuer's common stock, including 2,787,590 shares owned directly, 2,211,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 1,002,600 shares of the Issuer's common stock personally.

On June 8, 2026 Alset Inc. entered into a Stock Purchase Agreement with HWH International Inc. (the "Issuer") pursuant to which Alset Inc. purchased 250,000 newly-issued shares of the Issuer's common stock at a price of $2.00 per share.

The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. beneficially owns 5,261,719 shares of the Issuer's common stock, including 2,787,590 shares owned directly, 1,891,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 1,002,600 shares of the Issuer's common stock personally.

On March 30, 2026 Alset International Limited sold 100,390 shares of the Issuer's common stock at a weighted average sale price of $0.983. This transaction was executed in multiple trades at prices ranging from $0.88 to $1.22. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. beneficially owns 4,964,344 shares of the Issuer's common stock, including 2,537,590 shares owned directly, 1,891,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 1,002,600 shares of the Issuer's common stock personally.

On February 4, 2026, the Issuer issued a convertible promissory note to HWH International Inc. ("HWH") in the amount of $125,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman and Chief Executive Officer of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.

On December 10, 2025, the Issuer issued a convertible promissory note to HWH International Inc. ("HWH") in the amount of $150,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof. On January 2, 2026, the Issuer issued a convertible promissory note to HWH in the amount of $40,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof. On January 8, 2026, the Issuer issued a convertible promissory note to HWH in the amount of $120,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman and Chief Executive Officer of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.

On December 10, 2025, the Issuer issued a convertible promissory note to HWH International Inc. ("HWH") in the amount of $150,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof. On January 2, 2026, the Issuer issued a convertible promissory note to HWH in the amount of $40,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof. On January 8, 2026, the Issuer issued a convertible promissory note to HWH in the amount of $120,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman and Chief Executive Officer of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.

On December 10, 2025, the Issuer issued a convertible promissory note to HWH International Inc. ("HWH") in the amount of $150,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof. On January 2, 2026, the Issuer issued a convertible promissory note to HWH in the amount of $40,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof. On January 8, 2026, the Issuer issued a convertible promissory note to HWH in the amount of $120,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman and Chief Executive Officer of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.

On November 26, 2025, the Board of Directors of HWH International Inc. (the "Company") awarded the Company's Chairman and Chief Executive Officer Chan Heng Fai 1,000,000 shares of the Company's common stock (the "Shares"). The Shares were granted to Mr. Chan as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as adopted on November 10, 2025.

The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. beneficially owns 5,064,734 shares of the Issuer's common stock, including 2,537,590 shares owned directly, 1,991,669 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan now owns 1,002,600 shares of the Issuer's common stock personally.

On October 6, 2025, the Issuer issued a convertible promissory note to HWH International Inc. ("HWH") in the amount of $200,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman and Chief Executive Officer of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.

On September 17, 2025, the Issuer issued a convertible promissory note to HWH International Inc. ("HWH") in the amount of $70,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.

On March 31, 2025, HWH International Inc. ("HWH") entered into a securities purchase agreement with the Issuer, pursuant to which the Issuer issued a convertible promissory note to HWH in the amount of $150,000. This note is convertible into the Issuer's common stock at $0.80 per share at HWH's option until the maturity of the convertible note three (3) years from the date of the securities purchase agreement. In addition, the Issuer granted HWH warrants exercisable into 937,500 shares of the Issuer's common stock. The warrants may be exercised for three (3) years from the date of the securities purchase agreement at an exercise price of $0.85 per share.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.

On March 31, 2025, HWH International Inc. ("HWH") entered into a securities purchase agreement with the Issuer, pursuant to which the Issuer issued a convertible promissory note to HWH in the amount of $150,000. This note is convertible into the Issuer's common stock at $0.80 per share at HWH's option until the maturity of the convertible note three (3) years from the date of the securities purchase agreement. In addition, the Issuer granted HWH warrants exercisable into 937,500 shares of the Issuer's common stock. The warrants may be exercised for three (3) years from the date of the securities purchase agreement at an exercise price of $0.85 per share.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.

Alset Acquisition Sponsor, LLC ("the Sponsor") entered into an agreement effective January 30, 2024, pursuant to which the Sponsor loaned a borrower (the "Borrower") 69,444 shares of the Issuer's common stock. On March 11, 2025, the Borrower returned the 69,444 shares to the Sponsor.

The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. now beneficially owns 5,064,734 shares of the Issuer's common stock, including 2,537,590 shares owned directly, 1,991,669 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan also owns 2,600 shares of the Issuer's common stock personally.

On December 24, 2024, Alset Inc. entered into a Stock Purchase Agreement with HWH International Inc. (the "Issuer"), pursuant to which Alset Inc. agreed to purchase 1,300,000 newly issued shares of the Issuer's common stock from the Issuer for a price of $0.45 per share.

The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. now beneficially owns 24,976,456 shares of the Issuer's common stock, including 12,687,954 shares owned directly, 9,958,347 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 2,330,155 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan also owns 13,000 shares of the Issuer's common stock personally.

On November 25, 2024, Alset Inc. entered into a Stock Purchase Agreement with HWH International Inc. (the "Issuer"), pursuant to which Alset Inc. agreed to purchase 4,411,764 newly issued shares of the Issuer's common stock from the Issuer for a price of $0.68 per share.

The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. now beneficially owns 23,676,456 shares of the Issuer's common stock, including 11,387,954 shares owned directly, 9,958,347 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 2,330,155 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan also owns 13,000 shares of the Issuer's common stock personally.

On September 26, 2024, Alset Inc. entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Alset International Limited. Pursuant to the Stock Purchase Agreement, Alset Inc. has purchased 6,500,000 shares (the "Shares") of HWH International Inc. (the "Issuer") from Alset International Limited. As consideration for the Shares, Alset Inc. issued a secured promissory note to Alset International Limited in the original principal amount of $4,095,000.00. The closing of the purchase of the Shares was contingent upon the satisfaction of certain closing conditions. The purchase closed on November 20, 2024.

Alset Inc. owns 85.7% of Alset International Limited. Alset Inc. may be deemed to possess beneficial ownership of the shares of the Issuer owned by Alset International Limited.

Following this transaction, Alset International Limited owns 9,958,347 shares of the Issuer's common stock. These shares are shown here as indirectly owned by Alset Inc.

On September 26, 2024, Alset Inc. entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Alset International Limited. Pursuant to the Stock Purchase Agreement, Alset Inc. has purchased 6,500,000 shares (the "Shares") of HWH International Inc. (the "Issuer") from Alset International Limited. As consideration for the Shares, Alset Inc. issued a secured promissory note to Alset International Limited in the original principal amount of $4,095,000.00. The closing of the purchase of the Shares was contingent upon the satisfaction of certain closing conditions. The purchase closed on November 20, 2024.

Following this transaction, 6,500,000 shares of Issuer's common stock that were previously included in the number of shares Alset Inc. owned indirectly are now included in the number of shares of Issuer's common stock that Alset Inc. owns directly. This transaction does not impact the total number of securities beneficially owned by Alset Inc. Alset Inc. now beneficially owns 19,264,692 shares of the Issuer's common stock, including 6,976,190 shares owned directly, 9,958,347 shares owned indirectly through Alset International Limited, and 2,330,155 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC.

The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Mr. Chan also owns 13,000 shares of the Issuer's common stock personally. This transaction has not impacted the number of shares of the Issuer's common stock owned by Mr. Chan.

On November 12, 2024, the Issuer entered into a Convertible Promissory Note (the "November Note") promising to pay Alset Inc., a Texas corporation, $250,000.00. All amounts due under the November Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $0.10 per share. The Issuer and Alset Inc. subsequently entered into an amendment to the November Note which set the term of the optional conversion feature of the November Note to be between March 25, 2025, and the maturity of the Note on the second anniversary of its effectiveness, November 12, 2026.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by HWH International Inc.

On September 24, 2024, Alset Inc. entered into a debt conversion agreement (the "AEI Debt Conversion Agreement") with the Issuer. Under the terms of the AEI Debt Conversion Agreement, Alset Inc. converted $300,000 of debt owed to it by the issuer into 476,190 newly issued shares of the Issuer's common stock.

Alset Inc. may be deemed to possess beneficial ownership of the 16,458,347 shares of the Issuer owned by Alset International Limited as the majority owner of Alset International Limited, in addition to certain other shares held by Alset Inc. and its subsidiaries. Mr. Chan may be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. as the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. The amount of securities beneficially owned by Mr. Chan reported here excludes 13,000 shares of the Issuer's common stock owned by Mr. Chan personally.

Reflects the number of securities beneficially owned by Alset Inc. following the transaction.

On September 24, 2024, Alset International Limited entered into a debt conversion agreement (the "AIL Debt Conversion Agreement") with the Issuer. Under the terms of the AIL Debt Conversion Agreement, Alset International Limited converted $3,501,759.00 of debt owed to it by the issuer into 5,558,347 newly issued shares of the Issuer's common stock.

Alset Inc. may be deemed to possess beneficial ownership of the 16,458,347 shares of the Issuer owned by Alset International Limited as the majority owner of Alset International Limited, in addition to certain other shares held by Alset Inc. and its subsidiaries. Mr. Chan may be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. as the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. The amount of securities beneficially owned by Mr. Chan reported here excludes 13,000 shares of the Issuer's common stock owned by Mr. Chan personally.

Reflects the number of securities beneficially owned by Alset International Limited following the transaction.

On August 13, 2024, the Issuer entered into a Convertible Promissory Note (the "August Note") promising to pay HWH $100,000.00. All amounts due under the August Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $2.80 per share. The Issuer and HWH subsequently entered into an amendment to the August Note which set the term of the optional conversion feature of the August Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, August 13, 2027.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by HWH International Inc.

On June 6, 2024, the Issuer entered into a Convertible Promissory Note (the "June Note") promising to pay HWH $250,000.00. All amounts due under the June Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $2.80 per share. The Issuer and HWH subsequently entered into an amendment to the June Note which set the term of the optional conversion feature of the June Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, June 6, 2027.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by HWH International Inc.

On May 9, 2024, the Issuer entered into a Convertible Promissory Note (the "May Note") promising to pay HWH $250,000.00. All amounts due under the May Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $2.80 per share. The Issuer and HWH subsequently entered into an amendment to the May Note which set the term of the optional conversion feature of the May Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, May 9, 2027.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by HWH International Inc.

On March 18, 2024, the Issuer entered into a Convertible Promissory Note (the "March Note") promising to pay HWH International Inc., a Delaware corporation ("HWH"), $250,000.00. All amounts due under the March Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $1.68 per share. The Issuer and HWH subsequently entered into an amendment to the March Note which set the term of the optional conversion feature of the March Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, March 18, 2027. As further consideration for the March Note, the Issuer granted HWH a common stock purchase warrant to purchase up to 148,810 shares of the Issuer's common stock at a purchase price of $1.68 per share.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by HWH International Inc.

On March 18, 2024, the Issuer entered into a Convertible Promissory Note (the "March Note") promising to pay HWH International Inc., a Delaware corporation ("HWH"), $250,000.00. All amounts due under the March Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $1.68 per share. The Issuer and HWH subsequently entered into an amendment to the March Note which set the term of the optional conversion feature of the March Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, March 18, 2027. As further consideration for the March Note, the Issuer granted HWH a common stock purchase warrant to purchase up to 148,810 shares of the Issuer's common stock at a purchase price of $1.68 per share.

Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by HWH International Inc.

Alset Acquisition Sponsor, LLC ("the Sponsor") entered into an agreement effective January 30, 2024 (the "Agreement"), pursuant to which the Sponsor loaned a borrower (the "Borrower") 347,220 shares of the Issuer's common stock (the "Shares"). Under the terms of the Agreement, the Borrower will return the aforementioned shares to the Sponsor no later than six months following the execution of the Agreement. The Sponsor will retain the right to vote the Shares and receive any dividends paid on the Shares during the duration of the loan. The Borrower may not sell, lend or transfer the Shares. The Borrower has agreed not to buy, sell or short any securities of the Issuer for a period of one year from the date of the Agreement.

Under the terms of the Agreement, the Sponsor may request the return of the Shares at any time upon five days' notice during the term of the Agreement. If the Sponsor shall request the return of the Shares during the initial 90 days of the term of the Agreement, the Sponsor shall be required to make a loan of comparable value to the Borrower.

The Sponsor has agreed that all consideration for its loan of the Shares to the Borrower shall be paid directly to the Issuer. The consideration for the loan of Shares shall consist of certain equity interest in the Borrower. The exact value of such equity interests cannot be precisely determined at the present time.

Alset Inc. may be deemed to possess beneficial ownership of the shares of the Issuer owned by the Sponsor as the majority owner of the Sponsor. Mr. Chan may be deemed to possess beneficial ownership of shares of the Issuer owned by the Sponsor as the Chairman, Chief Executive Officer and majority stockholder of Alset Inc.

On February 3, 2022, the Sponsor purchased 473,750 units (the "Private Placement Units") pursuant to a private placement. Each Private Placement Unit consisted of one share of Class A common stock, one-half of one warrant and one right entitling the holder to receive one tenth (1/10) of one share of Common Stock. In connection with the business combination, the rights held by the Sponsor were converted into 47,375 shares of the Issuer's common stock.

In connection with the business combination, 2,156,250 shares of Alset Class B Common Stock held by Alset Capital Acquisition Sponsor, LLC (the "Sponsor") were converted into 2,156,250 shares of the Issuer's common stock. As Chief Executive Officer of the sole member of the Sponsor, and as the Chief Executive Officer and control person of the entities which own the Sponsor's sole member, Mr. Chan may be deemed to possess beneficial ownership of the securities held of record by the Sponsor.

On January 9, 2024, the Issuer completed a business combination. Under the terms of the business combination, all of the issued and outstanding Class A and Class B Common Stock of the Issuer, formerly known as Alset Capital Acquisition Corp., converted into shares of Common Stock of the Issuer, now known as HWH International Inc.

In connection with the business combination, 10,900,000 shares of the Issuer's common stock were issued to Alset International Limited, a Singapore company, as merger consideration. Mr. Chan may be deemed to possess beneficial ownership as the Chief Executive Officer and Chairman of Alset International Limited, and as the Chairman, Chief Executive Officer and majority owner of Alset Inc., which is the majority stockholder of Alset International Limited.

On February 3, 2022, the Sponsor purchased 473,750 units (the "Private Placement Units") pursuant to a private placement. Each Private Placement Unit consisted of one share of Class A common stock, one-half of one warrant and one right entitling the holder to receive one tenth (1/10) of one share of Common Stock. In connection with the business combination, the rights held by the Sponsor were converted into 47,375 shares of the Issuer's common stock.

Upon completion of the business combination, the Issuer's shares over which Mr. Chan may be deemed to possess beneficial ownership total 13,590,375 shares.

Upon completion of the business combination, the Issuer's shares over which the Sponsor may be deemed to possess beneficial ownership total 2,677,375 shares.

The Class A Common Stock were disposed of as a result of Yakira Capital Management, Inc., a Delaware corporation (the "Reporting Person"), exercising its right to redeem such shares upon consummation of the business combination.

Reporting Person serves as investment advisors to each of (i) Yakira Partners, L.P., a Delaware limited partnership ("Yakira Partners"), (ii) Yakira Enhanced Offshore Fund Ltd., a Cayman Islands exempted company ("Yakira Offshore") and (iii) MAP 136 Segregated Portfolio, a Cayman Islands exempted company ("MAP 136") and has sole voting and investment discretion with respects to the securities reported herein which are held by Yakira Partners, Yakira Offshore and MAP 136. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein.

In connection with the business combination, 2,156,250 shares of Alset Class B Common Stock held by Alset Capital Acquisition Sponsor, LLC (the "Sponsor") were converted into 2,156,250 shares of the Issuer's common stock. As Chief Executive Officer of the sole member of the Sponsor, and as the Chief Executive Officer and control person of the entities which own the Sponsor's sole member, Mr. Chan may be deemed to possess beneficial ownership of the securities held of record by the Sponsor.

On November 30, 2023, Alset Inc. sold 40,400 shares of the Issuer's Class A Common Stock at a price of $10.60 per share.

In addition to the 11,400 shares of common stock held directly by Alset Inc., over which Mr. Chan may be deemed to possess beneficial ownership as the Chief Executive Officer and Chairman of Alset Inc., Alset Acquisition Sponsor, LLC (the "Sponsor") beneficially owns 473,750 shares of the Issuer's Class A Common Stock. As Chief Executive Officer of the sole member of the Sponsor, and as the Chief Executive Officer and control person of the entities which own the Sponsor's sole member, Mr. Chan may be deemed to possess beneficial ownership of the securities held of record by the Sponsor. Therefore, Mr. Chan beneficially owns 485,150 shares of the Class A Common Stock of Alset Capital Acquisition Corp. Mr. Chan disclaims any such beneficial ownership except to the extent of his pecuniary interest. Such shares are in addition to the 13,000 shares of the Issuer's Class A Common Stock Mr. Chan owns directly.

In addition to the Class A Common Stock described above, the Sponsor also owns 2,156,250 shares of Class B Common Stock, which will automatically convert into shares of Class A Common Stock upon the completion of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments.

Yakira Capital Management, Inc., a Delaware corporation (the "Reporting Person"), serves as investment advisors to each of (i) Yakira Partners, L.P., a Delaware limited partnership ("Yakira Partners"), (ii) Yakira Enhanced Offshore Fund Ltd., a Cayman Islands exempted company ("Yakira Offshore") and (iii) MAP 136 Segregated Portfolio, a Cayman Islands exempted company ("MAP 136") and has sole voting and investment discretion with respects to the securities reported herein which are held by Yakira Partners, Yakira Offshore and MAP 136. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein.

Yakira Capital Management, Inc., a Delaware corporation (the "Reporting Person"), serves as investment advisors to each of (i) Yakira Partners, L.P., a Delaware limited partnership ("Yakira Partners"), (ii) Yakira Enhanced Offshore Fund Ltd., a Cayman Islands exempted company ("Yakira Offshore") and (iii) MAP 136 Segregated Portfolio, a Cayman Islands exempted company ("MAP 136") and has sole voting and investment discretion with respects to the securities reported herein which are held by Yakira Partners, Yakira Offshore and MAP 136. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein.

Yakira Capital Management, Inc., a Delaware corporation (the "Reporting Person"), serves as investment advisors to each of (i) Yakira Partners, L.P., a Delaware limited partnership ("Yakira Partners"), (ii) Yakira Enhanced Offshore Fund Ltd., a Cayman Islands exempted company ("Yakira Offshore") and (iii) MAP 136 Segregated Portfolio, a Cayman Islands exempted company ("MAP 136") and has sole voting and investment discretion with respects to the securities reported herein which are held by Yakira Partners, Yakira Offshore and MAP 136. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein.

Yakira Capital Management, Inc., a Delaware corporation (the "Reporting Person"), serves as investment advisors to each of (i) Yakira Partners, L.P., a Delaware limited partnership ("Yakira Partners"), (ii) Yakira Enhanced Offshore Fund Ltd., a Cayman Islands exempted company ("Yakira Offshore") and (iii) MAP 136 Segregated Portfolio, a Cayman Islands exempted company ("MAP 136") and has sole voting and investment discretion with respects to the securities reported herein which are held by Yakira Partners, Yakira Offshore and MAP 136. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein.

Yakira Capital Management, Inc., a Delaware corporation (the "Reporting Person"), serves as investment advisors to each of (i) Yakira Partners, L.P., a Delaware limited partnership ("Yakira Partners"), (ii) Yakira Enhanced Offshore Fund Ltd., a Cayman Islands exempted company ("Yakira Offshore") and (iii) MAP 136 Segregated Portfolio, a Cayman Islands exempted company ("MAP 136") and has sole voting and investment discretion with respects to the securities reported herein which are held by Yakira Partners, Yakira Offshore and MAP 136. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein.

On August 4, 2023, Alset Inc. acquired 400 shares of the Issuer's Class A Common Stock. This transaction was executed in multiple trades at prices ranging from $7.24 to $7.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

In addition to the 51,790 shares of common stock held directly by Alset Inc., over which Mr. Chan may be deemed to possess beneficial ownership as the Chief Executive Officer and Chairman of Alset Inc., Alset Acquisition Sponsor, LLC (the "Sponsor") beneficially owns 473,750 shares of the Issuer's Class A Common Stock. As Chief Executive Officer of the sole member of the Sponsor, and as the Chief Executive Officer and control person of the entities which own the Sponsor's sole member, Mr. Chan may be deemed to possess beneficial ownership of the securities held of record by the Sponsor. Therefore, Mr. Chan beneficially owns 525,540 shares of the Class A Common Stock of Alset Capital Acquisition Corp. Mr. Chan disclaims any such beneficial ownership except to the extent of his pecuniary interest. Such shares are in addition to the 13,010 shares of the Issuer's Class A Common Stock Mr. Chan owns directly.

In addition to the Class A Common Stock described above, the Sponsor also owns 2,156,250 shares of Class B Common Stock, which will automatically convert into shares of Class A Common Stock upon the completion of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments.

On August 4, 2023, the reporting person directly acquired 10 shares of the Issuer's Class A Common Stock at $7.00 per share.

On August 3, 2023, Alset Inc. acquired 15,000 shares of the Issuer's Class A Common Stock. This transaction was executed in multiple trades at prices ranging from $6.84 to $8.36. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

In addition to the 51,790 shares of common stock held directly by Alset Inc., over which Mr. Chan may be deemed to possess beneficial ownership as the Chief Executive Officer and Chairman of Alset Inc., Alset Acquisition Sponsor, LLC (the "Sponsor") beneficially owns 473,750 shares of the Issuer's Class A Common Stock. As Chief Executive Officer of the sole member of the Sponsor, and as the Chief Executive Officer and control person of the entities which own the Sponsor's sole member, Mr. Chan may be deemed to possess beneficial ownership of the securities held of record by the Sponsor. Therefore, Mr. Chan beneficially owns 525,540 shares of the Class A Common Stock of Alset Capital Acquisition Corp. Mr. Chan disclaims any such beneficial ownership except to the extent of his pecuniary interest. Such shares are in addition to the 13,010 shares of the Issuer's Class A Common Stock Mr. Chan owns directly.

In addition to the Class A Common Stock described above, the Sponsor also owns 2,156,250 shares of Class B Common Stock, which will automatically convert into shares of Class A Common Stock upon the completion of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments.

On August 3, 2023, Alset Inc. acquired 3,871 shares of the Issuer's Class A Common Stock. This transaction was executed in multiple trades at prices ranging from $6.68 to $8.00. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

In addition to the 51,790 shares of common stock held directly by Alset Inc., over which Mr. Chan may be deemed to possess beneficial ownership as the Chief Executive Officer and Chairman of Alset Inc., Alset Acquisition Sponsor, LLC (the "Sponsor") beneficially owns 473,750 shares of the Issuer's Class A Common Stock. As Chief Executive Officer of the sole member of the Sponsor, and as the Chief Executive Officer and control person of the entities which own the Sponsor's sole member, Mr. Chan may be deemed to possess beneficial ownership of the securities held of record by the Sponsor. Therefore, Mr. Chan beneficially owns 525,540 shares of the Class A Common Stock of Alset Capital Acquisition Corp. Mr. Chan disclaims any such beneficial ownership except to the extent of his pecuniary interest. Such shares are in addition to the 13,010 shares of the Issuer's Class A Common Stock Mr. Chan owns directly.

In addition to the Class A Common Stock described above, the Sponsor also owns 2,156,250 shares of Class B Common Stock, which will automatically convert into shares of Class A Common Stock upon the completion of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments.

On August 3, 2023, the reporting person directly acquired 8,000 shares of the Issuer's Class A Common Stock. This transaction was executed in multiple trades at prices ranging from $6.85 to $8.275. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.