HWH International Inc.
For the period ended Sep 30, 2025. Filed Oct 22, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 22, 2025
ESYN$1.63+7.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-023645
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-22.
0001493152-25-018846
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 92 previous paragraphs and 98 current paragraphs.
71 unchanged; 19 reworded; 8 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
The gross margin decreased from $159,869 to $123,582 in the three months ended September 30, 2024 and 2025. The gross margin decreased from $488,079 to $420,066 in the nine months ended September 30, 2024 and 2025. The decrease in gross margin is a result of the cessation of operations of cafes located in Singapore and Korea in August and September 2025.
Current report
Net loss
Current report
Resignation of Chief Executive Officer
Current report
On October 3, 2025, John “JT” Thatch resigned from the position of Chief Executive Officer of HWH International Inc.
Current report
Appointment of New Chief Executive Officer
Current report
On October 3, 2025, Chan Heng Fai, the Chairman of the Board of Directors of the Company, was appointed as the Chief Executive Officer of the Company.
Current report
Appointment of New Member of the Board of Directors
Current report
On October 3, 2025, Lim Sheng Hon Danny (Danny Lim), the Company’s Chief Operating Officer, was appointed as a member of the Company’s board of directors.
Removed paragraphs (2)
Previous report
The gross margin increased from $164,913 to $148,890 in the three months ended June 30, 2024 and 2025. The gross margin increased from $328,210 to $296,484 in the six months ended June 30, 2024 and 2025. The increase of gross margin was caused by the increase in F&B revenue.
Previous report
Net income (loss)
Reworded paragraphs (19)
Previous wording
Hapi Cafés, which are, and will be, in-person, location-based social experiences, offer customers the opportunity to build a sense of community with like-minded customers who share a potential interest in our products. The cafes are designed to operate sustainably as standalone businesses. The cafes also seek to be an avenue to create awareness to and educate potential and existing customers about the products and services of HWH, providing us with the chance to significantly increase our customer base as well as increase the amounts spent by our customers on our affiliates’ products and services. Each of our cafés is a “Hapi Café.” We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July 2022, respectively, one more opened in Seoul, the Republic of Korea in May 2024. We plan to open additional Hapi Cafés as we beta test and further improve our business concept. We intend to grow our customer base as we grow the number of Hapi Cafés around the world. Hapi Cafes are positioned to be integral parts of HWH’s business model. In June 2024, the Company’s decision to close the café under Alset F&B (PLQ) Pte. Ltd. (“F&BPLQ”) was driven by the unsustainable revenue it generated. We believe it is more strategic to refocus our efforts and resources on other business ventures that have greater growth potential.
Current wording
Hapi Cafés, which are, and will be, in-person, location-based social experiences, offer customers the opportunity to build a sense of community with like-minded customers who share a potential interest in our products. The cafes are designed to operate sustainably as standalone businesses. The cafes also seek to be an avenue to create awareness to and educate potential and existing customers about the products and services of HWH, providing us with the chance to significantly increase our customer base as well as increase the amounts spent by our customers on our affiliates’ products and services. Each of our cafés is a “Hapi Café.” We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July 2022, respectively, one more opened in Seoul, the Republic of Korea in May 2024. We plan to open additional Hapi Cafés as we beta test and further improve our business concept. We intend to grow our customer base as we grow the number of Hapi Cafés around the world. Hapi Cafes are positioned to be integral parts of HWH’s business model. In June 2024, the Company’s decision to close the café under Alset F&B (PLQ) Pte. Ltd. (“F&BPLQ”) was driven by the unsustainable revenue it generated. In August 2025 and September 2025, the Company’s decision to close the café under Ketomei Pte. Ltd.(“KPL”) and Hapi Café Korea Inc. (“HCKI”), respectively, both were driven by the unsustainable revenue they generated. We believe it is more strategic to refocus our efforts and resources on other F&B business ventures that have greater growth potential. On September 10, 2025, Alset F&B Holdings Pte. Ltd., (the “Seller”), a Singapore subsidiary of the Company, entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Alset International Limited (“Buyer”), pursuant to which the Seller agreed to sell 70% of the outstanding shares of its subsidiary, Alset F&B One Pte. Ltd. (“Alset F&B One”) to the Buyer in exchange for S$218,941 Singapore Dollars (equal to approximately $170,754 U.S. Dollars). Alset F&B One was incorporated in Singapore on April 10, 2017, and operates a cafe in Singapore. It generated approximately $470,000 in revenue in 2024. Following this sale, the Seller will continue to own 20% of Alset F&B One.
Previous wording
Our total revenue for the three months ended June 30, 2025 and 2024 was $310,391 and $334,882, respectively. Our total revenue for the six months ended June 30, 2025 and 2024 was $605,588 and $620,992, respectively. Our net loss for the three months ended June 30, 2025 and 2024 was $675,774 and $403,641, respectively. Our net loss for the six months ended June 30, 2025 and 2024 was $1,162,746 and $1,740,160, respectively.
Current wording
Our total revenue for the three months ended September 30, 2025 and 2024 was $206,778 and $345,523, respectively. Our total revenue for the nine months ended September 30, 2025 and 2024 was $812,366 and $966,515, respectively. Our net loss for the three months ended September 30, 2025 and 2024 was $299,618 and $537,143, respectively. Our net loss for the nine months ended September 30, 2025 and 2024 was $710,613 and $2,277,303, respectively.
Previous wording
We currently recognize revenue from food and beverage sales, which accounted for approximately 100% of revenue in the three and six months ended June 30, 2025 and 2024.
Current wording
We currently recognize revenue from food and beverage sales, which accounted for approximately 100% of revenue in the three and nine months ended September 30, 2025 and 2024.
Previous wording
From a geographical perspective, we recognized 10% and 90% of our total revenue in the three months ended on June 30, 2025, in South Korea and Singapore, respectively, and 6% and 94% in the three months ended June 30, 2024, in South Korea and Singapore, respectively. From a geographical perspective, we recognized 10% and 90% of our total revenue in the six months ended on June 30, 2025, in South Korea and Singapore, respectively, and 5% and 95% in the six months ended June 30, 2024, in South Korea and Singapore, respectively.
Current wording
From a geographical perspective, we recognized 3% and 97% of our total revenue in the three months ended on September 30, 2025, in South Korea and Singapore, respectively, and 6% and 94% in the three months ended September 30, 2024, in South Korea and Singapore, respectively. From a geographical perspective, we recognized 9% and 91% of our total revenue in the nine months ended on September 30, 2025, in South Korea and Singapore, respectively, and 5% and 95% in the nine months ended September 30, 2024, in South Korea and Singapore, respectively.
Previous wording
If any customer returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned product. Allowances for product returns are provided at the time the sale is recorded. This accrual is based upon historical return rates for each country and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale. Product returns for the three and six months ended June 30, 2025, and 2024 were approximately $0.
Current wording
If any customer returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned product. Allowances for product returns are provided at the time the sale is recorded. This accrual is based upon historical return rates for each country and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale. Product returns for the three and nine months ended September 30, 2025, and 2024 were approximately $0.
Previous wording
Food and Beverage: The revenue received from food and beverage business in the three months ended June 30, 2025 and 2024 was $310,391 and $334,882, respectively. The revenue received from food and beverage business in the six months ended June 30, 2025 and 2024 was $605,588 and $620,992, respectively.
Current wording
Food and Beverage: The revenue received from food and beverage business in the three months ended September 30, 2025 and 2024 was $206,778 and $345,523, respectively. The revenue received from food and beverage business in the nine months ended September 30, 2025 and 2024 was $812,366 and $966,515, respectively.
Previous wording
Summary of Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024
Current wording
Summary of Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
Previous wording
Revenue was $310,391 and $334,882 for the three months ended June 30, 2025 and 2024, respectively. Revenue was $605,588 and $620,992 for the six months ended June 30, 2025 and 2024, respectively. Word of mouth, social media presence, and the availability of meeting spaces are significant drivers of our revenue and revenue potential. Our revenue increased in 2025 due to the increased revenue from F&B business in Singapore following the opening of new café in April 2024.
Current wording
Revenue was $206,778 and $345,523 for the three months ended September 30, 2025 and 2024, respectively. Revenue was $812,366 and $966,515 for the nine months ended September 30, 2025 and 2024, respectively. Word of mouth, social media presence, and the availability of meeting spaces are significant drivers of our revenue and revenue potential. Our revenue decreased in 2025 due to the cessation of operations of cafes located in Singapore and Korea in August and September 2025.
Previous wording
Cost of revenues increased from $169,969 in the three months ended June 30, 2024 to $161,501 in the three months ended June 30, 2025. Cost of revenues increased from $292,782 in the six months ended June 30, 2024 to $309,104 in the six months ended June 30, 2025. The increase is a result of the increase in sales in F&B business.
Current wording
Cost of revenue decreased from $185,654 in the three months ended September 30, 2024 to $83,196 in the three months ended September 30, 2025. Cost of revenue decreased from $478,436 in the nine months ended September 30, 2024 to $392,300 in the nine months ended September 30, 2025. The decrease is a result of the cessation of operations of cafes located in Singapore and Korea in August and September 2025.
Previous wording
Operating expenses decreased from $654,740 to $488,681 in the three months ended June 30, 2024 and 2025, respectively, due to general and administrative expenses decrease from $654,740 to $488,681 in the three months ended June 30, 2024 and 2025. Operating expenses decreased from $2,150,123 to $1,230,403 in the six months ended June 30, 2024 and 2025, due to general and administrative expenses decrease from $1,783,931 to $1,152,923 in the six months ended June 30, 2024 and 2025. The decrease in general and administrative expenses in 2025 compared to 2024 was primarily due to lower professional fees related to the 10-Q and S-4 filings.
Current wording
Operating expenses decreased from $487,394 to $369,978 in the three months ended September 30, 2024 and 2025, respectively, due to general and administrative expenses decrease from $487,394 to $324,976 in the three months ended September 30, 2024 and 2025. Operating expenses decreased from $2,637,517 to $1,600,381 in the nine months ended September 30, 2024 and 2025, due to general and administrative expenses decrease from $2,271,325 to $1,477,899 in the nine months ended September 30, 2024 and 2025. The decrease in general and administrative expenses in 2025 compared to 2024 was primarily due to lower professional fees related to the 10-Q and S-4 filings, and the cafes closed in third quarter of 2025.
Previous wording
Other non-operating income increased from $86,186 to $415,768 in the three months ended June 30, 2024 and 2025, mainly due to gain on disposal of subsidiaries from $0 to $383,667 in the three months ended June 30, 2024 and 2025. Other non-operating income increased from $81,753 to $565,872 in the six months ended June 30, 2024 and 2025, primarily due to decline gain on disposal of subsidiaries from $0 to $383,667 in the six months ended June 30, 2024 and 2025.
Current wording
Other non-operating expenses decreased from $209,618 to $48,698 in the three months ended September 30, 2024 and 2025, mainly due to a decrease in unrealized loss on convertible note receivable – related party from $374,329 to $71,221 in the three months ended September 30, 2024 and 2025. Other non-operating expenses decreased from $127,865 to other income of $517,174 in the nine months ended September 30, 2024 and 2025, primarily due to a decline in gain on disposal of subsidiaries from $0 to $383,677 in the nine months ended September 30, 2024 and 2025.
Previous wording
Net (loss) increased from $(403,641) to net income $75,977 in the three months ended June 30, 2024 and 2025. Net loss decreased from $1,740,160 to $410,995 in the six months ended June 30, 2024 and 2025.
Current wording
Net loss decreased from $537,143 to $299,618 in the three months ended September 30, 2024 and 2025. Net loss decreased from $2,277,303 to $710,613 in the nine months ended September 30, 2024 and 2025.
Previous wording
Our cash has decreased from $4,341,746 as of December 31, 2024 to $3,729,873 as of June 30, 2025. Our liabilities decreased from $7,645,223 at December 31, 2024 to $7,282,177 at June 30, 2025. Our total assets have increased from $10,522,422 as of December 31, 2024 to $10,602,700 as of June 30, 2025.
Current wording
Our cash has decreased from $4,341,746 as of December 31, 2024 to $2,897,972 as of September 30, 2025. Our liabilities decreased from $3,531,523 at December 31, 2024 to $2,276,968 at September 30, 2025. Our total assets have increased from $6,408,722 as of December 31, 2024 to $5,184,394 as of September 30, 2025.
Previous wording
Summary of Cash Flows for the Six Months Ended June 30, 2025 and 2024
Current wording
Summary of Cash Flows for the Nine Months Ended September 30, 2025 and 2024
Previous wording
Net cash used in operating activities was $528,424 in the six months ended of June 30, 2025, as compared to net cash used in operating activities of $1,129,040 in the same period of 2024. The decrease of cash used in operating activities in the six months ended June 30, 2025 was due to gain on disposal of subsidiaries $383,667 generated during disposal of HWH World Inc.
Current wording
Net cash used in operating activities was $728,326 in the nine months ended of September 30, 2025, as compared to net cash used in operating activities of $1,404,073 in the same period of 2024. The decrease of cash used in operating activities in the nine months ended September 30, 2025 was due to gain on disposal of subsidiary of $383,677 generated during disposal of HWH World Inc.
Previous wording
Net cash used in investing activities was $741,523 in the six months of June 30, 2025, as compared to net cash provided by investing activities of $20,554,735 in the same period of 2024. In the six months ended June 30, 2025 we paid $360,000 for convertible note receivable – related party, $280,000 paid for the loans receivable – related party and $100,152 for purchase of financial assets. In the six months ended June 30, 2024 we paid $28,023 for purchases of property and equipment, $750,000 for convertible note receivable – related party, $14,010 for investment in joint venture, received $21,102,871 from cash withdrawn from trust account for redemptions and $243,897 from cash withdrawn from trust account available to the Company.
Current wording
Net cash used in investing activities was $1,015,281 in the nine months of September 30, 2025, as compared to net cash provided by investing activities of $20,451,688 in the same period of 2024. In the nine months ended September 30, 2025 we paid $430,000 for convertible note receivable – related party, $280,000 paid for the loans receivable – related party, $54,621 for investment in associate – related party and $207,933 for purchase of marketable securities. In the nine months ended September 30, 2024 we paid $30,103 for purchases of property and equipment, $850,000 for convertible note receivable – related party, $21,102,871 cash was withdrawn from trust account for redemptions and $243,897 cash withdrawn from trust account was available to the Company.
Previous wording
Net cash provided by financing activities was $578,857 in the six months ended June 30, 2025, compared to net cash used in financing activities of $19,741,963 in the same period of 2024. In the six months ended June 30, 2025 we received $1,409,983 from issuance of common stock and warrants, repaid $240,792 of note payable, repaid $1,631,936 to related parties and received $1,055,702 from related parties. In the six months ended June 30, 2024 we used in $21,102,871 in proceed of issuance of common stock, $2,375,897 repaid to related parties, $325,000 for deferred underwriting compensation, and $71,194 repaid to loans and borrowing, we received $4,132,999 from related parties.
Current wording
Net cash provided by financing activities was $1,203,307 in the nine months ended September 30, 2025, compared to net cash used in financing activities of $19,405,313 in the same period of 2024. In the nine months ended September 30, 2025 we received $1,409,983 from issuance of common stock and warrants and repaid $240,750 of note payable. In the nine months ended September 30, 2024 we received $2,104,937 from related party, and redeemed $21,102,871 of class A common stock.
Previous wording
We believe that inflation has not had a material impact on our results of operations for the six months ended June 30, 2025 or the year ended December 31, 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.
Current wording
We believe that inflation has not had a material impact on our results of operations for the nine months ended September 30, 2025 or the year ended December 31, 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.
Previous wording
The effects of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to South Korea and which were approximately $0.8 million and $0.9 million on June 30, 2025 and December 31, 2024, respectively, are the reason for the fluctuation in foreign currency transaction gains or losses which are included in the Consolidated Statements of Operations and Other Comprehensive Income. Because the intercompany loan balances between Singapore and South Korea will remain at approximately $1 million over the next year, we expect this fluctuation of foreign exchange rates to still impact the results of operations in 2025, especially given that the foreign exchange rate may and is expected to be volatile. If the amount of intercompany loan is lowered in the future, the effect will also be reduced. However, at this moment, we do not expect to repay the intercompany loans in the short term.
Current wording
The effects of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to South Korea and which were approximately $0.23 million and $0.9 million on September 30, 2025 and December 31, 2024, respectively, are the reason for the fluctuation in foreign currency transaction gains or losses which are included in the Consolidated Statements of Operations and Other Comprehensive Income. Because the intercompany loan balances between Singapore and South Korea will remain at approximately $1 million over the next year, we expect this fluctuation of foreign exchange rates to still impact the results of operations in 2025, especially given that the foreign exchange rate may and is expected to be volatile. If the amount of intercompany loan is lowered in the future, the effect will also be reduced. However, at this moment, we do not expect to repay the intercompany loans in the short term.