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PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
following unaudited pro forma condensed combined financial statements of HWH International Inc. present the combination of the historical
financial information of HWH International Inc. ("we" or the "Company") and the adjustments to give effect for
the sale of shares of Alset F&B One Pte. Ltd. ("Alset F&B One") ("the Sale"). The following unaudited
pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
unaudited pro forma condensed combined balance sheet as of June 30, 2025, combines the historical balance sheet of HWH International
Inc. as of June 30, 2025 and the adjustments for the sale of Alset F&B One as of June 30, 2025, on a pro forma basis as if the sale,
summarized below, had been closed on June 30, 2025.
unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 combines the historical statements
of operations of HWH International Inc. for the year ended December 31, 2024 and the adjustments for the sale of Alset F&B One during
the year ended December 31, 2024 on a pro forma basis as if the sale had been completed on January 1, 2024, the beginning of the earliest
unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 combines the historical statements
of operations of HWH International Inc. for the six months ended June 30, 2025 and the adjustments for the sale of Alset F&B One
during the six months ended June 30, 2025 on a pro forma basis as if the sale had been completed on January 1, 2025, the beginning of
the earliest period presented.
unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily
reflect what the Company's financial condition or results of operations would have been had the Sale occurred on the dates indicated.
the unaudited pro forma condensed consolidated financial information also may not be useful in predicting the future financial condition
and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro
forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management's
estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are
subject to change as additional information becomes available and analyses are performed. The Company believes that its assumptions and
methodologies provide a reasonable basis for presenting all of the significant effects of the Sale based on information available to
management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly
applied in the unaudited pro forma condensed consolidated financial information.
September 10, 2025, a subsidiary of HWH International Inc. entered into a sale and purchase agreement (the "Sale and Purchase
Agreement") with Alset International Limited, pursuant to which a subsidiary of the Company agreed to sell 70% of the outstanding
equity of its subsidiary, Alset F&B One Pte. Ltd. to Alset International Limited in exchange for S$218,941.26 Singapore Dollars (equal
to approximately $170,754 U.S. Dollars). A subsidiary of HWH International Inc. will continue to own 20% of Alset F&B One.
sale of Alset F&B One was completed on September 10, 2025.
International Inc. and Subsidiaries
Pro Forma Condensed Combined Balance Sheet
| HWH | Adjustments | |||||||||||
| International Inc. | For Sale of | |||||||||||
| (Historical) | Alset F&B One | Pro Forma | ||||||||||
| Assets: | ||||||||||||
| Current Assets: | ||||||||||||
| Cash | $ | 3,729,873 | $ | (302,270 | ) | $ | 3,427,603 | |||||
| Account Receivables, Net | 22,948 | (4,218 | ) | 18,730 | ||||||||
| Inventory | 6,369 | (3,848 | ) | 2,521 | ||||||||
| Other Receivables, Net | 661,283 | - | 661,283 | |||||||||
| Due from Related Parties, Net | 4,481,802 | - | 4,481,802 | |||||||||
| Deposit | 21,336 | - | 21,336 | |||||||||
| Convertible Loan Receivables at Fair Value - Related Party | 149,721 | - | 149,721 | |||||||||
| Investment in Securities | 100,476 | - | 100,476 | |||||||||
| Deferred Tax Assets | 3,305 | (3,305 | ) | - | ||||||||
| Prepaid Expenses | 487 | - | 487 | |||||||||
| Total Current Assets | 9,177,600 | (313,641 | ) | 8,863,959 | ||||||||
| - | ||||||||||||
| Non-Current Assets: | ||||||||||||
| Property and Equipment, Net | 31,876 | (1,333 | ) | 30,543 | ||||||||
| Deposits | 131,346 | (21,331 | ) | 110,015 | ||||||||
| Investment at Cost | 1,608 | - | 1,608 | |||||||||
| Convertible Loan Receivables at Fair Value - Related Party | 934,392 | - | 934,392 | |||||||||
| Investment Security - Related Party | 748 | - | 748 | |||||||||
| Equity Method Investment - Related Party | - | 48,662 | 48,662 | |||||||||
| Operating Lease Right-Of-Use Assets, Net | 325,130 | (168,160 | ) | 156,970 | ||||||||
| Total Non-Current Assets | 1,425,100 | (142,162 | ) | 1,282,938 | ||||||||
| Total Assets | $ | 10,602,700 | $ | (455,803 | ) | $ | 10,146,897 | |||||
| Liabilities and Stockholders' Equity: | ||||||||||||
| Current Liabilities: | ||||||||||||
| Accounts Payable and Accrued Expenses | $ | 443,906 | (24,186 | ) | $ | 419,720 | ||||||
| Due to Related Parties, Net | 5,513,318 | (39,092 | ) | 5,474,226 | ||||||||
| Operating Lease Liabilities | 197,235 | (171,987 | ) | 25,248 | ||||||||
| Financial Liability | 710 | - | 710 | |||||||||
| Notes Payable | 975,991 | - | 975,991 | |||||||||
| Deferred Revenue | 15,631 | - | 15,631 | |||||||||
| Total Current Liabilities | 7,146,791 | (235,265 | ) | 6,911,526 | ||||||||
| Non-Current Liabilities: | ||||||||||||
| Operating Lease Liabilities | 135,386 | - | 135,386 | |||||||||
| Total Non-Current Liabilities | 135,386 | - | 135,386 | |||||||||
| Total Liabilities | 7,282,177 | (235,265 | ) | 7,046,912 | ||||||||
| Commitments and Contingencies | ||||||||||||
| Stockholders' Equity: | ||||||||||||
| Preferred Stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | - | - | - | |||||||||
| Common Stock, $0.0001 par value; 55,000,000 shares authorized; 6,476,400 shares issued and outstanding on June 30, 2025* | 647 | - | 647 | |||||||||
| Additional Paid in Capital | 10,749,308 | (61,414 | ) | 10,687,894 | ||||||||
| Accumulated Other Comprehensive Income (Loss) | (811,200 | ) | (811,200 | ) | ||||||||
| Accumulated Deficit | (6,711,621 | ) | (144,464 | ) | (6,856,085 | ) | ||||||
| Total HWH International Inc. Stockholders' Equity | 3,227,134 | (205,878 | ) | 3,021,256 | ||||||||
| Non-controlling Interests | 93,389 | (14,660 | ) | 78,729 | ||||||||
| Total Stockholders' Equity | 3,320,523 | (220,538 | ) | 3,099,985 | ||||||||
| - | ||||||||||||
| Total Liabilities and Stockholders' Equity | $ | 10,602,700 | $ | (455,803 | ) | $ | 10,146,897 |
numbers of weighted average outstanding common stock - basic and diluted were adjusted retrospectively to reflect the 5-for-1 reverse
stock split on February 24, 2025
International Inc. and Subsidiaries
Pro Forma Condensed Combined
of Operations and Other Comprehensive Income
the Year Ended December 31, 2024
| Pro Forma | ||||||||||||
| HWH | Adjustments | |||||||||||
| International Inc. | For Sale of | |||||||||||
| (Historical) | Alset F&B One | Pro Forma | ||||||||||
| Revenue | 1,253,577 | (470,191 | ) | 783,386 | ||||||||
| Cost of Revenue | (651,721 | ) | 116,456 | (535,265 | ) | |||||||
| Gross Profit | 601,856 | (353,735 | ) | 248,121 | ||||||||
| Operating Expenses: | ||||||||||||
| General and Administrative Expenses | (2,646,627 | ) | 288,527 | (2,358,100 | ) | |||||||
| Impairment of Convertible Note Receivable - Related Party, and Equity Method Investment - Related Party | (42,328 | ) | - | (42,328 | ) | |||||||
| Impairment Loss on Goodwill | (323,864 | ) | - | (323,864 | ) | |||||||
| Impairment of Investment in Joint Venture | (14,205 | ) | - | (14,205 | ) | |||||||
| Total Operating Expenses | (3,027,024 | ) | 288,527 | (2,738,497 | ) | |||||||
| Other Non-Operating Income (Loss) | ||||||||||||
| Other Income | 345,997 | (5,792 | ) | 340,205 | ||||||||
| Interest Expense | (72,076 | ) | 1,427 | (70,649 | ) | |||||||
| Foreign Exchange Transaction Gain | (55,221 | ) | - | (55,221 | ) | |||||||
| Loss on Equity method Investment - Related Party | (20,149 | ) | 13,915 | (6,234 | ) | |||||||
| Unrealized Loss on Convertible Note Receivable - Related Party | (379,887 | ) | - | (379,887 | ) | |||||||
| Total Other Non-Operating Loss | (181,336 | ) | 9,550 | (171,786 | ) | |||||||
| Net Loss Before Income Taxes | (2,606,504 | ) | (55,658 | ) | (2,662,162 | ) | ||||||
| Income Tax Expense | - | - | - | |||||||||
| Net Loss | (2,606,504 | ) | (55,658 | ) | (2,662,162 | ) | ||||||
| Net Loss Attributable to Non-Controlling Interest | (15,773 | ) | (6,936 | ) | (22,709 | ) | ||||||
| Net Loss Attributable to Common Stockholders | $ | (2,590,731 | ) | $ | (48,722 | ) | $ | (2,639,453 | ) | |||
| Net Loss | $ | (2,606,504 | ) | $ | (55,658 | ) | $ | (2,662,162 | ) | |||
| Other Comprehensive Loss | ||||||||||||
| Foreign Currency Translation Adjustment | (219,898 | ) | - | (219,898 | ) | |||||||
| Total Comprehensive Loss | (2,826,402 | ) | (55,658 | ) | (2,882,060 | ) | ||||||
| Less Comprehensive Loss Attributable to Non-controlling Interests | (15,861 | ) | - | (15,861 | ) | |||||||
| Total Comprehensive Loss Attributable to Common Shareholders | (2,810,541 | ) | (55,658 | ) | (2,866,199 | ) | ||||||
| Net Loss Per Share - Basic and Diluted | $ | (0.72 | ) | $ | - | $ | (0.73 | ) | ||||
| Weighted Average Common Shares Outstanding - Basic and Diluted * | 3,595,124 | - | 3,595,124 |
numbers of weighted average outstanding common stock - basic and diluted were adjusted retrospectively to reflect the 5-for-1 reverse
stock split on February 24, 2025
International Inc. and Subsidiaries
Pro Forma Condensed Combined
of Operations and Other Comprehensive Income
the Six Months Ended June 30, 2025
| Pro Forma | ||||||||||||
| HWH | Adjustments | |||||||||||
| International Inc. | For Sale of | |||||||||||
| (Historical) | Alset F&B One | Pro Forma | ||||||||||
| Revenue | 605,588 | (226,184 | ) | 379,404 | ||||||||
| Cost of Revenue | (309,104 | ) | 45,493 | (263,611 | ) | |||||||
| Gross Profit | 296,484 | (180,691 | ) | 115,793 | ||||||||
| Operating Expenses: | ||||||||||||
| General and administrative expenses | (1,152,923 | ) | 143,183 | (1,009,740 | ) | |||||||
| Impairment loss on goodwill | (77,480 | ) | - | (77,480 | ) | |||||||
| Total Operating Expenses | (1,230,403 | ) | 143,183 | (1,087,220 | ) | |||||||
| Other Non-Operating Income | ||||||||||||
| Other Expense | (14,059 | ) | - | (14,059 | ) | |||||||
| Interest Expense | (79,655 | ) | 2,308 | (77,347 | ) | |||||||
| Foreign Exchange Transaction Gain | 307,691 | - | 307,691 | |||||||||
| Gain on Disposal of Securities Investment | 419 | - | 419 | |||||||||
| Unrealized Gain on Securities Investment | 873 | - | 873 | |||||||||
| Gain on Equity Method Investment - Related Party | - | 7,040 | 7,040 | |||||||||
| Gain on Disposal of Subsidiaries | 383,667 | - | 383,667 | |||||||||
| Unrealized Loss on Convertible Note Receivable - Related Party | (33,064 | ) | - | (33,064 | ) | |||||||
| Total Other Non-Operating Income | 565,872 | 9,348 | 575,220 | |||||||||
| Net Loss Before Income Taxes | (368,047 | ) | (28,160 | ) | (396,207 | ) | ||||||
| Income Tax Expense | (42,948 | ) | - | (42,948 | ) | |||||||
| Net Loss | (410,995 | ) | (28,160 | ) | (439,155 | ) | ||||||
| Net Loss Attributable to Non-Controlling Interest | (16,384 | ) | (4,314 | ) | (20,698 | ) | ||||||
| Net Loss Attributable to Common Stockholders | $ | (394,611 | ) | $ | (23,846 | ) | $ | (418,457 | ) | |||
| Net Loss | $ | (410,995 | ) | $ | (28,160 | ) | $ | (439,155 | ) | |||
| Other Comprehensive Loss | ||||||||||||
| Foreign Currency Translation Adjustment | (554,011 | ) | - | (554,011 | ) | |||||||
| Total Comprehensive Loss | (965,006 | ) | (28,160 | ) | (993,166 | ) | ||||||
| Less Comprehensive Loss Attributable to Non-controlling Interests | (16,793 | ) | - | (16,793 | ) | |||||||
| Total Comprehensive Loss Attributable to Common Shareholders | (948,213 | ) | (28,160 | ) | (976,373 | ) | ||||||
| Net Loss Per Share - Basic and Diluted | $ | (0.06 | ) | $ | - | $ | (0.06 | ) | ||||
| Weighted Average Common Shares Outstanding - Basic and Diluted * | 6,446,503 | - | 6,446,503 |
numbers of weighted average outstanding common stock - basic and diluted were adjusted retrospectively to reflect the 5-for-1 reverse
stock split on February 24, 2025