HWH International Inc 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 For the transition period from __________ to__________ Commission File No. 001-41254 HWH INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ As of May 13, 2026, there were 7,476,400 shares of Common Stock, par value $0.0001 per share of the Company issued andoutstanding. HWH INTERNATIONAL INC.Form 10-Q For the Quarter Ended March 31, 2026 Table of Contents Item 1.Condensed Consolidated Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets (Unaudited)1Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited)2Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)3Consolidated Statements of Cash Flows (Unaudited)4Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 3.Quantitative and Qualitative Disclosures Regarding Market Risk31Item 4.Controls and Procedures31 Part II. Other Information32 Item 1.Legal Proceedings32Item 1A.Risk Factors32Item 2.Unregistered Sales of Equity Securities and Use of Proceeds32Item 3.Defaults Upon Senior Securities32Item 4.Mine Safety Disclosures32Item 5.Other Information32Item 6.Exhibits33 HWH International Inc. and SubsidiariesCondensed Consolidated Balance Sheets(Unaudited) *The common stock share amounts were adjusted retrospectively to reflect the 1-for-5 reverse stock split on February 24, 2025The accompanying notes are an integral part of these condensed consolidated financial statements. HWH International Inc. and SubsidiariesCondensed Consolidated Statements of Operations and Other Comprehensive Loss(Unaudited) The accompanying notes are an integral part of these condensed consolidated financial statements. HWH International Inc. and SubsidiariesCondensed Consolidated Statements of Cash Flows(Unaudited) HWH International Inc. and SubsidiariesNotes to the Condensed Consolidated Financial StatementsFor the Three Months Ended March, 2026 and 2025(Unaudited) NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS HWH International Inc. (“HWH”) and its consolidated subsidiaries (collectively, the “Company”) operate a food andbeverage (“F&B”) business in Singapore. The F&B business operates one café in Singapore. The Company is presently developing Hapi Marketplace, a business-to-consumer platform featuring diverse productcategories, and Hapi Wealth Builder, an educational program focused on wealth-building strategies. Both initiatives are being rolledout in phases, with digital content development, partner collaborations, and regional infrastructure setup currently underway. HWH International Inc. was originally incorporated in Delaware on October 20, 2021 under the name Alset CapitalAcquisition Corp. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stockpurchase, reorganization or sim