HWH International (HWH) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma combined financial statements of Alset present the combination of the historical financial information of Alset and HWH adjusted to give effect for the Business Combination. The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma combined balance sheet as of December 31, 2023, combines the historical balance sheet of Alset as of November 30, 2023 and the historical balance sheet of HWH as of December 31, 2023, on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma combined statement of operations for the year ended December 31, 2023 combines the historical statements of operations of Alset for the year ended November 30, 2023 and HWH for the year ended December 31, 2023 on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma combined statement of operations for the year ended December 31, 2022 combines the historical statements of operations of Alset for the year ended November 30, 2022 and HWH (as restated) for the year ended December 31, 2022 on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma combined financial statements have been developed from and should be read in conjunction with:

● the accompanying notes to the unaudited pro forma combined financial statements;

● the historical audited financial statements of Alset as of and for the year ended November 30, 2023 and 2022 and the related notes thereto;

● the historical audited financial statements of HWH as of and for the year ended December 31, 2023 and 2022, and the related notes thereto;

● the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ACAX” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HWH,” and other financial information relating to Alset and HWH, including the Merger Agreement.

The unaudited pro forma combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated.

Further, the unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined 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 combined financial information and are subject to change as additional information becomes available and analyses are performed. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial statements are described in the accompanying notes. The Combined Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination 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 combined financial information.

Description of transaction

On September 9, 2022, Alset entered into an agreement and plan of merger (the “Merger Agreement”) by and among Alset, HWH and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Alset (“Merger Sub”). Alset and Merger Sub are sometimes referred to collectively as the “Alset Parties.” Pursuant to the Merger Agreement, a business combination between Alset and HWH will be effected through the merger of Merger Sub with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of Alset (the “Merger”). Upon the closing of the Merger (the “Closing”), it is anticipated that Alset will change its name to “HWH International, Inc.” The board of directors of Alset has (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of Alset.

The total consideration to be paid at Closing (the “Merger Consideration”) by Alset to the HWH shareholders will be $125,000,000, and will be payable in shares of Class A common stock, par value $0.0001 per share, of Alset (“Alset Common Stock”). The number of shares of the Alset Common Stock to be paid to the shareholders of HWH as Merger Consideration will be 12,500,000, with each share being valued at $10.00. All cash proceeds remaining in the trust will be used to pay transaction costs and as growth capital for HWH.

The Business Combination was approved at a special meeting of Alset’s stockholders on August 1, 2023. Following the approval of Business Combination, 39 of Alset’s public stockholders redeemed their common stock for cash even if they approved the Business Combination.

The unaudited pro forma combined financial information has been prepared based on final redemption of shares by stockholders.

The transaction is expected to be accounted for as a reverse recapitalization. Under the reverse recapitalization model, the Business Combination will be treated as HWH issuing equity for the net assets of Alset, with no goodwill or intangible assets recorded. Factors considered to determine that HWH is the acquirer include:

● HWH ownership interest post combination

● HWH’s business activities will be the business activities of the Combined Entity

Pro Forma Information

ALSET AND HWH

UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF DECEMBER 31, 2023

(in thousands)

							Pro Forma				Pro Forma
							Adjustments				Combined
	HWH			ACAX			Following				Following
	(Historical)			(Historical)			Redemptions				Redemptions
ASSETS
Current assets:
Cash and cash equivalents	$	879		$	586		$	550		A		1,290
								(325	)	B
								(400	)	C
Accounts receivable		29			-			-				29
Prepaid expenses and other current assets		50			117			-				167
Total current assets		958			703			(175	)			1,486
Non-current assets:
Cash and marketable securities held in Trust Account		-			21,253			(21,253	)	A		-
Deposit		298			-			-				298
Right-of-use assets		599			-			-				599
Property and equipment, net		129			-			-				129
Total non-current assets		1,026			21,253			(21,253	)			1,026
TOTAL ASSETS		1,984			21,956			(21,428	)			2,512
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable and accrued expenses		222			632			-				854
Extension Loan – Related Party		-			205			-				205
Due to related party		2,119			-			-				2,119
Lease liability		430			-			-				430
Total current liabilities		2,771			837			-				3,608
Non-current liabilities:
Lease liability		182			-			-				182
Deferred underwriting fee payable		-			3,019			(3,019	)	B		-
Note Payable – Underwriter		-			-			1,184		B		1,184
Total non-current liabilities		182			3,019			(1,835	)			1,366
Total liabilities		2,953			3,856			(1,835	)			4,974
COMMITMENTS AND CONTINGENCIES
Temporary equity:
Class A and Class B common stock subject to possible redemption		-			20,457			(20,457	)	D		-
Stockholders’ equity (deficit):
Preferred Series A-2		-			-			-				-
Preferred Series A-1												-
Common stock		-			-			1		E		2
								1		D
Class A common stock		-			-			-		F		-
Class B common stock		-			-			-		F		-
Additional paid-in capital		-			-			863		D		(1,495	)
								(1	)	E
								(2,357	)	G
Accumulated other comprehensive income		(197	)		-			-				(197	)
Accumulated deficit		(781	)		(2,357	)		2,357		G		(781	)
Non-controlling interest		9			-			-				9
Total shareholders’ equity (deficit)		(969	)		(2,357	)		864				(2,462	)
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT		1,984			21,956			(21,428	)			2,512

ALSET AND HWH

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023

(in thousands, except per share data)

							Pro Forma				Pro Forma
							Adjustments				Combined
	HWH			ACAX			Following				Following
	(Historical)			(Historical)			Redemptions				Redemptions
Revenues	$	831		$	-		$	-			$	831
Cost of revenue		335			-			-				335
Gross profit		496			-			-				496
Operating costs and expenses:
Selling, general and administrative expenses		1,875			1,245			-				3,120
Impairment of convertible note receivable – related party, and investment in associate, related party		494			-			-				494
Total operating costs and expenses		2,369			1,245			-				3,614
Loss from operations		(1,873	)		(1,245	)		-				(3,118	)
Other income (expense):
Other income (expense)		187			-			-				187
Unrealized gain (loss) on related party transactions		69										69
Loss on equity method investment, related party		(34	)									(34	)
Interest income of Trust Account assets		-			2,216			(2,216	)	AA		-
Total other income (expense)		222			2,216			(2,216	)			222
Net income (loss) before income tax provision		(1,651	)		971			(2,216	)			(2,896	)
Income tax provision		-			(422	)		-				(422	)
Net income (loss)		(1,651	)		549			(2,216	)			(3,318	)
Net loss attributable to non-controlling interests		4			-			-				4
Net income (loss) attributable to common stockholders		(1,655	)		549			(2,216	)			(3,314	)

	HWH			ACAX		Following
	(Historical)			(Historical)		Redemptions
Weighted average shares outstanding - Common stock		10,000			-		-
Basic and diluted net income per share - Common stock		(165.44	)		-		-
Weighted average shares outstanding - Class A and Class B common stock subject to redemption		-			5,218,670		16,223,301
Basic and diluted net income per share - Class A and Class B common stock subject to redemption		-			0.07		(0.20	)
Weighted average shares outstanding - Class A and Class B non-redeemable common stock		-			2,156,250		-
Basic and diluted net income per share - Class A and Class B non-redeemable common stock		-			0.07		-

ALSET AND HWH

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022

(in thousands, except per share data)

							Pro Forma				Pro Forma
	HWH						Adjustments				Combined
	(Historical)			ALSET			Following				Following
	(as restated)			(Historical)			Redemptions				Redemptions
Revenues	$	1,203		$	-		$	-			$	1,203
Cost of revenue		688			-			-				688
Gross profit		515			-			-				515
Operating costs and expenses:
Selling, general and administrative expenses		1,472			690			700		BB		2,862
Total operating costs and expenses		1,472			690			700				2,862
Loss from operations		(957	)		(690	)		(700	)			(2,347	)
Other income (expense):
Other income (expense)		147										147
Unrealized gain (loss) on related party transactions		(30	)									(30	)
Loss on equity method investment, related party		(101	)									(101	)
Interest income of Trust Account assets					990			(990	)	AA		-
Total other income (expense)		16			990			(990	)			16
Net income (loss) before income tax provision		(941	)		300			(1,690	)			(2,331	)
Income tax provision		-			(187	)						(187	)
Net income (loss)		(941	)		113			(1,690	)			(2,518	)
Net loss attributable to non-controlling interests		5			-			-				5
Net (loss) income attributable to common stockholders		(946	)		113			(1,690	)			(2,523	)

	HWH			ACAX		Following
	(Historical)			(Historical)		Redemptions
Weighted average shares outstanding - Common stock		10,000			-		-
Basic and diluted net income per share - Common stock		(94.60	)		-		-
Weighted average shares outstanding - Class A and Class B common stock subject to redemption		-			7,478,425		16,073,803
Basic and diluted net income per share - Class A and Class B common stock subject to redemption		-			0.01		(0.16	)
Weighted average shares outstanding - Class A and Class B non-redeemable common stock		-			2,156,250		-
Basic and diluted net income per share - Class A and Class B non-redeemable common stock		-			0.01		-

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Note 1 — Description of the Merger

On September 9, 2022, Alset entered into an agreement and plan of merger (the “Merger Agreement”) by and among Alset, HWH and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Alset (“Merger Sub”). Alset and Merger Sub are sometimes referred to collectively as the “Alset Parties.” Pursuant to the Merger Agreement, a business combination between Alset and HWH will be effected through the merger of Merger Sub with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of Alset (the “Merger”). Upon the closing of the Merger (the “Closing”), it is anticipated that Alset will change its name to “HWH International, Inc.” The board of directors of Alset has (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of Alset.

The total consideration to be paid at Closing (the “Merger Consideration”) by Alset to the HWH shareholders will be $125,000,000, and will be payable in shares of Class A common stock, par value $0.0001 per share, of Alset (“Alset Common Stock”). The number of shares of the Alset Common Stock to be paid to the shareholders of HWH as Merger Consideration will be 12,500,000, with each share being valued at $10.00. All cash proceeds remaining in the trust will be used to pay transaction costs and as growth capital for HWH.

Note 2 — Basis of Presentation

The unaudited pro forma combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The historical financial information of Alset and HWH include transaction accounting adjustments to illustrate the estimated effect of the Business Combination and certain other adjustments to provide relevant information necessary for an understanding of the combined company upon consummation of the transactions described herein.

The transaction is expected to be accounted for as a reverse recapitalization. Under the reverse recapitalization model, the Business Combination will be treated as HWH issuing equity for the net assets of Alset, with no goodwill or intangible assets recorded.

The unaudited pro forma combined financial information does not reflect the income tax effects of the transaction accounting adjustments as any change in the deferred tax balance would be offset by an increase in the valuation allowance given the Companies’ incurred losses during the historical period presented.

Alset fiscal year end is November and HWH’s fiscal year end of December.

Note 3 — Transaction Accounting Adjustments to Alset and HWH Unaudited Pro Forma Combined Balance Sheet as of December 31, 2023

The transaction accounting adjustments included in the unaudited pro forma combined balance sheet as of December 31, 2023 are as follows:

(A) Reflects the reclassification of approximately $21 million of cash and cash equivalents held in the Trust Account at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs of the Company, net of $20 million of redemptions.

(B)	Reflects the payment of approximately $3 million of deferred underwriters’ fees, of which $0.3 million is paid in cash, $1.2 million is a promissory note and $1.5 million is payable in shares of Combined Company (as agreed on, on December 18, 2023). The cash fees were paid at the closing out of the trust account.
(C)	Reflects the payment of $250,000 of legal fee and $150,000 advisory fee paid upon closing of Business Combination.

(D) Reflects the reclassification of approximately $20 million of common stock subject to redemption to permanent equity, net of $20 million of redemptions.

(E) Represents the issuance of 12.5 million shares of the post-combination company’s Class A common stock to HWH equity holders as consideration for the acquisition.

(F) Reflects the conversion of Class B shares held by the initial shareholders to Class A shares.

(G) Reflects the reclassification of Alset’s historical accumulated deficit

Note 4 — Transaction Accounting Adjustments to Alset and HWH Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2023

The transaction accounting adjustments included in the unaudited pro forma combined statement of operations for the year ended December 31, 2023 are as follows:

(AA) Reflects the elimination of realized and unrealized gains on the trust

Note 5 — Transaction Accounting Adjustments to Alset and HWH Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2022

The transaction accounting adjustments included in the unaudited pro forma combined statement of operations for the year ended December 31, 2022 are as follows:

(AA) Reflects the elimination of realized and unrealized gains on the trust

(BB) Reflects transaction costs

Note 6 — Loss Per Share

Net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination assuming the shares were outstanding since January 1, 2022. As the Business Combination are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented. Warrants have been excluded from the calculation as they are anti-dilutive.