HWH International Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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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.
Jun 30, 2025 · Filed Aug 14, 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 2025-03-31; filed 2025-05-15.
0001641172-25-010939
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent 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 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 94 previous paragraphs and 92 current paragraphs.
63 unchanged; 24 reworded; 5 added; 7 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 (5)
Current report
Other non-operating income (expense)
Current report
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 report
Net income (loss)
Current report
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 report
On September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company, HWH International Inc., a Nevada corporation (the “HWH Nevada” or “Target”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, the Business Combination between the Company and the Target was effected through the merger of Merger Sub with and into HWH Nevada, with the Target surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Upon the closing of the Merger (the “Closing”) on January 9, 2024, the Company changed its name to “HWH International Inc.”
Removed paragraphs (7)
Previous report
Other income (expense)
Previous report
Other income (expense) increased from ($4,433) to $62,973 in the three months ended March 31, 2024 and 2025, respectively. The increase is due to foreign exchange transaction (loss) gain change from ($49,571) to $66,070 in the three months ended March 31, 2024 and 2025, respectively.
Previous report
Net loss
Previous report
Net loss decreased from $1,336,519 to $574,103 in the three months ended March 31, 2024 and 2025, respectively.
Previous report
Pursuant to the terms of the Merger Agreement, (and upon all other conditions pursuant to the Merger Agreement being satisfied or waived), on the Closing Date, (i) the Merger Agreement provided for the combination of HWH Nevada and Merger Sub under the Company, with HWH Nevada surviving as the Surviving Corporation (collectively, the “Merger”). At the consummation of the Merger, HWH Nevada survived as a direct, wholly-owned subsidiary of the Company; and (ii) the Company changed its name to “HWH International Inc.”
Previous report
Termination of Subscription Agreement
Previous report
On July 30, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC, (“MSC”, and together with MSOF, MCP and MSTO, are referred to herein collectively as “Meteora”). The Subscription Agreement was subsequently terminated. The Company and Meteora entered into a Settlement Agreement as of April 11, 2024 (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid Meteora $200,000, and agreed that Meteora could retain $100,000 already paid to Meteora.
Reworded paragraphs (24)
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 customers 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. We believe it is more strategic to refocus our efforts and resources on other business ventures that have greater growth potential.
Previous wording
Hapi Wealth Builder seeks to provide participants the opportunity to attend courses, workshops, and coaching sessions in person, fostering a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies. The team has been diligently producing digital content for Hapi Wealth Builder and working to collaborate with the right partners to launch the program and make it available to members. Hapi Wealth Builder will leverage the wealth of knowledge and experience of its leaders to make wealth building accessible and effective for its members. Our unique community-centric approach will offer members tools for making informed financial decisions while creating pathways for sustained growth.
Current wording
Hapi Wealth Builder seeks to provide participants the opportunity to attend courses, workshops, and coaching sessions in person, fostering a collaborative learning environment for those dedicated to learning investment in equities and wealth-building strategies. The team has been diligently producing digital content for Hapi Wealth Builder and working to collaborate with the right partners to launch the program and make it available to customers. Hapi Wealth Builder will leverage the wealth of knowledge and experience of its leaders to make wealth building accessible and effective for its members. Our unique community-centric approach will offer members tools for making informed financial decisions while creating pathways for sustained growth.
Previous wording
On October 31, 2024, we announced that the Company scheduled the launch of Hapi Wealth, a program dedicated to providing comprehensive education in equity investment and wealth-building strategies. We are targeting a rollout in selected regions later in 2025 as well.
Current wording
On October 31, 2024, we announced that the Company scheduled the launch of Hapi Wealth, a program dedicated to providing comprehensive education in equity investment and wealth-building strategies. We are targeting a rollout in selected regions later in 2025.
Previous wording
Our total revenue for the three months ended March 31, 2025 and 2024 was $295,197 and $286,110, respectively. Our net loss for the three months ended March 31, 2025 and 2024 was $574,103 and $1,336,519, respectively.
Current 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.
Previous wording
We currently recognize revenue from food and beverage sales and sale of products. Sales of food and beverage accounted for approximately 100% and 100% of revenue in the three months ended March 31, 2025 and 2024, respectively.
Current 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.
Previous wording
From a geographical perspective, we recognized 11% and 89% of our total revenue in the three months ended on March 31, 2025, in South Korea and Singapore, respectively, and 4% and 96% in the three months ended March 31, 2024, in South Korea and Singapore, respectively.
Current 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.
Previous wording
Product Sales: The Company’s performance obligation is to transfer ownership of its products to its customers. The Company generally recognizes revenue when a product is delivered to its member. Revenue is recorded net of applicable taxes, allowances, refund or returns. The Company receives the net sales price in cash or through credit card payments at the point of sale.
Current wording
Product Sales: The Company’s performance obligation is to transfer ownership of its products to its customers. The Company generally recognizes revenue when a product is delivered to its customer. Revenue is recorded net of applicable taxes, allowances, refund or returns. The Company receives the net sales price in cash or through credit card payments at the point of sale.
Previous wording
If any member 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 months ended March 31, 2025, and 2024 were approximately $0 and $0, respectively.
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 six months ended June 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 March 31, 2025 and 2024 was $295,197 and $286,110, respectively.
Current 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.
Previous wording
Summary of Statements of Operations for the Three Months Ended March 31, 2025 and 2024
Current wording
Summary of Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024
Previous wording
Revenue was $295,197 and $286,110 for the three months ended March 31, 2025 and 2024, respectively. Word of mouth, a 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 $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.
Previous wording
Cost of revenues increased from $122,813 in the three months ended March 31, 2024 to $147,603 in the three months ended March 31, 2025. The increase is a result of the increase in sales in F&B business.
Current 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.
Previous wording
The gross margin decreased from $163,297 to $147,594 in the three months ended March 31, 2024 and 2025, respectively. The decrease in gross margin was caused by the increase in F&B cost of revenue.
Current wording
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 wording
Operating expenses decreased from $1,495,383 to $741,722 in the three months ended March 31, 2024 and 2025, respectively, due to general and administrative expenses decreased from $1,129,191 to $664,242 in the three months ended March 31, 2024 and 2025, respectively. The decrease in general and administrative expenses in 2025 compared with 2024 was mostly caused by the decrease in the professional fees due to the 10-Q and S-4 filings.
Current 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.
Previous wording
Our cash has decreased from $4,341,746 as of December 31, 2024 to $4,176,546 as of March 31, 2025. Our liabilities decreased from $3,531,523 at December 31, 2024 to $2,835,738 at March 31, 2025. Our total assets have increased from $6,408,722 as of December 31, 2024 to $6,531,330 as of March 31, 2025.
Current 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.
Previous wording
The Company believes that the available cash in the Company’s bank accounts, anticipated cash from operations, and financing availability from related parties are sufficient to fund our operations for at least the next 12 months. The Company’s capital requirements for the planned expansion are based on, among other items, geographical specific property costs, team requirements, and marketing steps needed. Our expansion consists of plans to take over leases of existing Hapi Cafes we currently do not own, as we look to add more Hapi Cafes over the next two (2) years. There is no guarantee that we will be able to execute on our plans as laid out above.
Current wording
The Company believes that the available cash in the Company’s bank accounts, anticipated cash from operations, and financing availability from related parties are sufficient to fund our operations for at least the next 12 months. The Company’s capital requirements for the planned expansion are based on, among other items, geographical specific property costs, team requirements, and marketing steps needed. Our expansion consists of plans to take over leases of existing Hapi Cafes we currently do not own, as we look to add more Hapi Cafes over the next two years. There is no guarantee that we will be able to execute on our plans as laid out above.
Previous wording
The Company has obtained letters of financial support from Alset International Limited and Alset Inc., a direct and indirect owner of the Company, respectively. Alset International Limited and Alset Inc. committed to provide any additional funding required by the Company and would not demand repayment through twelve months from the issuance of these consolidated financial statements. As of March 31, 2025, AIL was subsequently released from this commitment.
Current wording
The Company has obtained letters of financial support from Alset International Limited and Alset Inc., a direct and indirect owner of the Company, respectively. Alset International Limited and Alset Inc. committed to provide any additional funding required by the Company and would not demand repayment through twelve months from the issuance of these consolidated financial statements. As of June 30, 2025, AIL was released from this commitment.
Previous wording
Summary of Cash Flows for the Three Months Ended March 31, 2025 and 2024
Current wording
Summary of Cash Flows for the Six Months Ended June 30, 2025 and 2024
Previous wording
Net cash used in operating activities was $555,333 in the three months ended of March 31, 2025, as compared to net cash used in operating activities of $638,211 in the same period of 2024. The increase of cash used in operating activities in the three months ended March 31, 2025 was due to the impairment loss on goodwill of acquisition of LEH Insurance Group LLC.
Current 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.
Previous wording
Net cash used in investing activities was $300,000 in the first three months of March 31, 2025, as compared to net cash used in investing activities of $252,072 in the same period of 2024. In the three months ended March 31, 2025 we paid $300,000 for convertible note receivable – related party. In the three months ended March 31, 2024 we paid $2,072 for purchases of property and equipment and $250,000 for convertible note receivable – related party.
Current 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.
Previous wording
Net cash provided by financing activities was $656,229 in the three months ended March 31, 2025, compared to net cash provided by financing activities of $749,949 in the same period of 2024. In the three months ended March 31, 2025 we received $1,409,983 from proceed of issuance of common stock and warrants. We repaid $236,875 of EF Hutton promissory note and $506,454 to related parties. In the three months ended March 31, 2024 we received $1,101,256 from related parties.
Current 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.
Previous wording
In addition, the underwriters, EF Hutton, LLC (“EF Hutton”) (now known as D. Boral Capital LLC), were entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate, however, on December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with the Underwriting Agreement, under which in lieu of the Company tendering the full amount, the underwriters accepted a combination of $325,000 in cash paid upon the closing of the Business Combination, 149,443 shares of the Company’s common stock and a $1,184,375 promissory note as full satisfaction. This agreement was effective at the closing of Business Combination on January 9, 2024. Additionally, the Company has granted EF Hutton an irrevocable right of first refusal (the “ROFR”) to act as the sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financing for a period commencing on the date of the satisfaction and ending twenty-four (24) months after the closing of the Business Combination.
Current wording
In addition, the underwriters, EF Hutton, LLC (“EF Hutton”) (now known as D. Boral Capital LLC), were entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate. On December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with the Underwriting Agreement, under which in lieu of the Company tendering the full amount, the underwriters accepted a combination of $325,000 in cash paid upon the closing of the Business Combination, 149,443 shares of the Company’s common stock and a $1,184,375 promissory note as full satisfaction. This agreement was effective at the closing of Business Combination on January 9, 2024. Additionally, the Company has granted EF Hutton an irrevocable right of first refusal (the “ROFR”) to act as the sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financing for a period commencing on the date of the satisfaction and ending twenty-four (24) months after the closing of the Business Combination.
Previous wording
As previously disclosed, on August 1, 2023, the Company held the Special Meeting, at which the Company’s stockholders considered and adopted, among other matters, a proposal to approve the Business Combination. On the Closing Date, the parties consummated the Business Combination pursuant to the terms of that certain Agreement and Plan of Merger, dated September 9, 2022 (the “Merger Agreement”), by and among the Company, Merger Sub, and HWH Nevada.
Current wording
As previously disclosed, on August 1, 2023, the Company held the Special Meeting, at which the Company’s stockholders considered and adopted, among other matters, a proposal to approve the Business Combination. -
Previous wording
We believe that inflation has not had a material impact on our results of operations for the three months ended March 31, 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 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.