Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 12, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41254 | |
Entity Registrant Name | HWH INTERNATIONAL INC. | |
Entity Central Index Key | 0001897245 | |
Entity Tax Identification Number | 87-3296100 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4800 Montgomery Lane | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 301 | |
Local Phone Number | 971-3955 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | HWH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,223,301 | |
Entity Listing, Par Value Per Share | $ 0.0001 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 821,353 | $ 1,159,201 |
Account receivable, net | 25,723 | 28,611 |
Inventory | 1,460 | 1,977 |
Other receivables, net | 107,034 | 41,203 |
Convertible loans receivable - related party, at fair value | 868,593 | |
Investment security – related party | 137,500 | |
Prepaid expenses | 14,921 | 106,862 |
Total Current Assets | 1,976,584 | 1,337,854 |
Non-Current Assets | ||
Property and equipment, net | 117,433 | 129,230 |
Cash and marketable securities held in Trust Account | 21,346,768 | |
Deposits | 389,928 | 298,324 |
Investment at cost | 14,010 | |
Operating lease right-of-use assets, net | 570,325 | 598,508 |
Total Non-Current Assets | 1,091,696 | 22,372,830 |
TOTAL ASSETS | 3,068,280 | 23,710,684 |
Current Liabilities | ||
Accounts payable and accrued expenses | 525,552 | 167,355 |
Accrued commissions | 77,906 | 85,206 |
Operating lease liabilities - current | 384,817 | 429,687 |
Deferred underwriting fee payable | 3,018,750 | |
Notes payable - current | 241,300 | |
Total Current Liabilities | 5,421,944 | 6,024,798 |
Non-Current Liabilities | ||
Operating lease liabilities - non-current | 198,300 | 182,380 |
Notes payable - non-current | 947,499 | |
Total Non-Current Liabilities | 1,145,799 | 182,380 |
Commitments and Contingencies | ||
Temporary equity: | ||
Class A common stock subject to possible redemption; 1,976,036 shares (at approximately $10.35 per share) as of December 31, 2023 | 20,457,011 | |
Stockholders’ Equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of June 30, 2024 and December 31, 2023 | ||
Common stock value | 1,623 | 1 |
Additional paid in capital | 1,138,250 | 9 |
Accumulated other comprehensive loss | (261,469) | (197,041) |
Accumulated deficit | (4,490,164) | (2,765,403) |
Total HWH International Inc. Stockholders’ deficit | (3,611,760) | (2,962,171) |
Non-controlling interests | 112,297 | 8,666 |
Total Stockholders’ Deficit | (3,499,463) | (2,953,505) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 3,068,280 | 23,710,684 |
Common Class A [Member] | ||
Stockholders’ Equity | ||
Common stock value | 47 | |
Common Class B [Member] | ||
Stockholders’ Equity | ||
Common stock value | 216 | |
Related Party [Member] | ||
Current Liabilities | ||
Due to related parties, net | $ 4,192,369 | $ 2,323,800 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 16,223,301 | 10,000 |
Common stock, shares outstanding | 16,223,301 | 10,000 |
Common Class A [Member] | ||
Temporary equity, shares subject to possible redemption | 1,976,036 | |
Temporary equity, redemption price per share | $ 10.35 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 473,750 |
Common stock, shares outstanding | 0 | 473,750 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 2,156,250 |
Common stock, shares outstanding | 0 | 2,156,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | ||||
Total Revenue | $ 334,882 | $ 195,198 | $ 620,992 | $ 395,760 |
Cost of revenue | ||||
Total Cost of revenue | (169,969) | (73,620) | (292,782) | (151,389) |
Gross profit | 164,913 | 121,578 | 328,210 | 244,371 |
Operating expenses: | ||||
General and administrative expenses | (654,740) | (582,466) | (1,783,931) | (1,318,857) |
Impairment of convertible note receivable – related party, and equity method investment - related party | (42,328) | |||
Impairment loss on goodwill | (323,864) | |||
Total Operating expenses | (654,740) | (582,466) | (2,150,123) | (1,318,857) |
Other income (expense) | ||||
Other income | 90,387 | 574,438 | 168,400 | 1,574,404 |
Interest expense | (18,697) | (36,828) | ||
Unrealized gain (loss) on related party transactions | 34,498 | (11,332) | (15,073) | 2,521 |
Loss on equity method investment - related party | (10,446) | (14,744) | (63,645) | |
Unrealized loss on convertible note receivable – related party | (20,002) | (20,002) | ||
Total Other income | 86,186 | 552,660 | 81,753 | 1,513,280 |
(Loss) income before provision for income taxes | (403,641) | 91,772 | (1,740,160) | 438,794 |
Provision for income taxes | (154,707) | (329,880) | ||
Net (loss) income | (403,641) | (62,935) | (1,740,160) | 108,914 |
Net (loss) / income | (15,718) | 1,478 | (15,399) | 2,200 |
Net (loss) / income | (387,923) | (64,413) | (1,724,761) | 106,714 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustment to common shareholders | (151,246) | 15,512 | (64,428) | 74,355 |
Foreign currency translation adjustment to Non-controlling interests | ||||
Total Other comprehensive income, net of tax: | (151,246) | 15,512 | (64,428) | 74,355 |
Comprehensive (loss) / income attributable to common stockholders | ||||
Foreign currency translation adjustment | (151,246) | 15,512 | (64,428) | 74,355 |
Total Comprehensive (loss) / income attributable to common stockholders | (539,169) | (48,901) | (1,789,189) | 181,069 |
Comprehensive (loss) / income attributable to non-controlling interests | ||||
Foreign currency translation adjustment | ||||
Total Comprehensive (loss) / income attributable to non-controlling interests | (15,718) | 1,478 | $ (15,399) | $ 2,200 |
Common Stock [Member] | ||||
Other income (expense) | ||||
Net (loss) income | ||||
Comprehensive (loss) / income attributable to common stockholders | ||||
Foreign currency translation adjustment | ||||
(Loss) earnings per common share | ||||
Basic | $ (0.02) | $ (0.02) | $ (0.11) | $ 0.04 |
Diluted | $ (0.02) | $ (0.02) | $ (0.11) | $ 0.04 |
Weighted average number of common shares outstanding | ||||
Basic | 16,223,301 | 10,000 | 15,510,628 | 10,000 |
Diluted | 16,223,301 | 10,000 | 15,510,628 | 10,000 |
Common Stock [Member] | Common Class A [Member] | ||||
Other income (expense) | ||||
Net (loss) income | ||||
Comprehensive (loss) / income attributable to common stockholders | ||||
Foreign currency translation adjustment | ||||
(Loss) earnings per common share | ||||
Basic | $ (0.02) | $ (0.11) | $ 0.04 | |
Diluted | $ (0.02) | $ (0.11) | $ 0.04 | |
Weighted average number of common shares outstanding | ||||
Basic | 473,750 | 20,824 | 473,750 | |
Diluted | 473,250 | 20,824 | 473,750 | |
Common Stock [Member] | Common Class B [Member] | ||||
Other income (expense) | ||||
Net (loss) income | ||||
Comprehensive (loss) / income attributable to common stockholders | ||||
Foreign currency translation adjustment | ||||
(Loss) earnings per common share | ||||
Basic | $ (0.02) | $ (0.11) | $ 0.04 | |
Diluted | $ (0.02) | $ (0.11) | $ 0.04 | |
Weighted average number of common shares outstanding | ||||
Basic | 2,156,250 | 94,780 | 2,156,250 | |
Diluted | 2,156,250 | 94,780 | 2,156,250 | |
Membership [Member] | ||||
Revenue | ||||
Total Revenue | $ 12,583 | |||
Cost of revenue | ||||
Total Cost of revenue | (822) | (12,690) | ||
Non Membership [Member] | ||||
Revenue | ||||
Total Revenue | 334,882 | 195,198 | 620,992 | 383,177 |
Cost of revenue | ||||
Total Cost of revenue | $ (169,969) | $ (72,798) | $ (292,782) | $ (138,699) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balances at Dec. 31, 2022 | $ 47 | $ 216 | $ 1 | $ 9 | $ (200,039) | $ (1,610,504) | $ (1,810,270) | $ 4,836 | $ (1,805,434) |
Balance, shares at Dec. 31, 2022 | 473,750 | 2,156,250 | 10,000 | ||||||
Net (loss) income | 171,127 | 171,127 | 722 | 171,849 | |||||
Foreign currency translation adjustment | 58,843 | 58,843 | 58,843 | ||||||
Balances at Mar. 31, 2023 | (141,196) | (1,439,377) | (1,580,300) | 5,558 | (1,574,742) | ||||
Balance, shares at Mar. 31, 2023 | |||||||||
Balances at Dec. 31, 2022 | $ 47 | $ 216 | $ 1 | 9 | (200,039) | (1,610,504) | (1,810,270) | 4,836 | (1,805,434) |
Balance, shares at Dec. 31, 2022 | 473,750 | 2,156,250 | 10,000 | ||||||
Net (loss) income | 108,914 | ||||||||
Foreign currency translation adjustment | 74,355 | ||||||||
Balances at Jun. 30, 2023 | $ 47 | $ 216 | $ 1 | 9 | (125,684) | (2,064,981) | (2,190,392) | 7,036 | (2,183,356) |
Balance, shares at Jun. 30, 2023 | 473,750 | 2,156,250 | 10,000 | ||||||
Balances at Mar. 31, 2023 | (141,196) | (1,439,377) | (1,580,300) | 5,558 | (1,574,742) | ||||
Balance, shares at Mar. 31, 2023 | |||||||||
Net (loss) income | (64,413) | (64,413) | 1,478 | (62,935) | |||||
Foreign currency translation adjustment | 15,512 | 15,512 | 15,512 | ||||||
Remeasurement of Class A common stock to redemption value | (425,044) | (425,044) | (425,044) | ||||||
Extension Loan | (136,147) | (136,147) | (136,147) | ||||||
Balances at Jun. 30, 2023 | $ 47 | $ 216 | $ 1 | 9 | (125,684) | (2,064,981) | (2,190,392) | 7,036 | (2,183,356) |
Balance, shares at Jun. 30, 2023 | 473,750 | 2,156,250 | 10,000 | ||||||
Balances at Dec. 31, 2023 | $ 47 | $ 216 | $ 1 | 9 | (197,041) | (2,765,403) | (2,962,171) | 8,666 | (2,953,505) |
Balance, shares at Dec. 31, 2023 | 473,750 | 2,156,250 | 10,000 | ||||||
Net (loss) income | (1,336,838) | (1,336,838) | 319 | (1,336,519) | |||||
Foreign currency translation adjustment | 86,818 | 86,818 | 86,818 | ||||||
Issuance of Common Stock to EF Hutton for Deferred Underwriting Compensation | $ 15 | 1,509,375 | 1,509,390 | 1,509,390 | |||||
Issuance of Common Stock to EF Hutton for Deferred Underwriting Compensation, shares | 149,443 | ||||||||
Issuance of Common Stock during Merger | $ 1,344 | (1,369) | (25) | (25) | |||||
Issuance of Common Stock during Merger, shares | 13,433,858 | ||||||||
Adjustment to Temporary Equity | (645,860) | (645,860) | (645,860) | ||||||
Convert Common Stock Class A and B to Common Stock | $ (47) | $ (216) | $ 263 | ||||||
Convert Common Stock Class A and B to Common Stock, shares | (473,750) | (2,156,250) | 2,630,000 | ||||||
Revaluation for SHRG note receivable and warrants | 216,188 | 216,188 | 216,188 | ||||||
Change in Non-Controlling Interest Ketomei | 155,514 | 155,514 | |||||||
Balances at Mar. 31, 2024 | $ 1,623 | 1,078,343 | (110,223) | (4,102,241) | (3,132,498) | 164,499 | (2,967,999) | ||
Balance, shares at Mar. 31, 2024 | 16,223,301 | ||||||||
Balances at Dec. 31, 2023 | $ 47 | $ 216 | $ 1 | 9 | (197,041) | (2,765,403) | (2,962,171) | 8,666 | (2,953,505) |
Balance, shares at Dec. 31, 2023 | 473,750 | 2,156,250 | 10,000 | ||||||
Net (loss) income | (1,740,160) | ||||||||
Foreign currency translation adjustment | (64,428) | ||||||||
Balances at Jun. 30, 2024 | $ 1,623 | 1,138,250 | (261,469) | (4,490,164) | (3,611,760) | 112,297 | (3,499,463) | ||
Balance, shares at Jun. 30, 2024 | |||||||||
Balances at Mar. 31, 2024 | $ 1,623 | 1,078,343 | (110,223) | (4,102,241) | (3,132,498) | 164,499 | (2,967,999) | ||
Balance, shares at Mar. 31, 2024 | 16,223,301 | ||||||||
Net (loss) income | (387,923) | (387,923) | (15,718) | (403,641) | |||||
Foreign currency translation adjustment | (151,246) | (151,246) | (151,246) | ||||||
Revaluation for SHRG note receivable and warrants | 59,907 | 59,907 | 59,907 | ||||||
Change in Non-Controlling Interest Ketomei | (36,484) | (36,484) | |||||||
Balances at Jun. 30, 2024 | $ 1,623 | $ 1,138,250 | $ (261,469) | $ (4,490,164) | $ (3,611,760) | $ 112,297 | $ (3,499,463) | ||
Balance, shares at Jun. 30, 2024 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | ||||||||
Net (loss) income | $ (403,641) | $ (1,336,519) | $ (62,935) | $ 171,849 | $ (1,740,160) | $ 108,914 | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
Interest income | (1,474,398) | |||||||
Unrealized foreign exchange loss (gain) on related party transactions | (34,498) | 11,332 | 15,073 | (2,521) | ||||
Loss on equity method investment, related party | 10,446 | 14,744 | 63,645 | |||||
Depreciation | 15,566 | 13,884 | 30,209 | 28,475 | ||||
Non-cash lease expense | 260,139 | 256,038 | ||||||
Impairment of convertible note receivable – related party, and equity method investment - related party | 42,328 | |||||||
Impairment loss on goodwill | 323,864 | |||||||
Unrealized loss on convertible note receivable – related party | 20,002 | 20,002 | ||||||
Loss on disposal of property, plant and equipment | $ (5,820) | 5,820 | ||||||
Changes in operating assets and liabilities: | ||||||||
Account receivables | 8,588 | (8,468) | ||||||
Other receivables | (64,417) | (64,716) | ||||||
Prepaid expenses | 91,808 | (58,486) | ||||||
Deposit | (96,026) | 835 | ||||||
Inventory | 460 | 4,310 | ||||||
Accounts payable and accrued expenses | 217,531 | 89,026 | ||||||
Accrued commissions | (1,924) | (53,697) | ||||||
Deferred revenue | (20,573) | $ (21,198) | ||||||
Operating lease liabilities | (257,079) | (247,852) | ||||||
Net cash used in operating activities | (1,129,040) | (1,379,468) | ||||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (28,024) | (8,069) | ||||||
Convertible loans receivable - related party | (750,000) | |||||||
Investment at cost | (14,010) | |||||||
Cash withdrawn from trust account available to the Company | 243,897 | 679,787 | ||||||
Cash withdrawn from trust account for redemptions | 21,102,871 | 68,351,348 | ||||||
Net cash provided by investing activities | 20,554,734 | 69,023,066 | ||||||
Cash flows from financing activities: | ||||||||
Repayment of loans and borrowing | (71,194) | |||||||
Repayment of deferred underwriting compensation | (325,000) | |||||||
Proceeds from repayment of due from sponsor | 13,000 | |||||||
Proceeds from extension loan | 136,147 | |||||||
Advances from related parties | 1,757,103 | 166,736 | ||||||
Borrowing from notes payable - related parties | 33,475 | |||||||
Repayment of class A common stock | (21,102,871) | (68,351,348) | ||||||
Net cash used in financing activities | (19,741,962) | (68,001,990) | ||||||
Net decrease in cash | (316,268) | (358,392) | ||||||
Effects of foreign exchange rate on cash | (21,580) | (46,374) | ||||||
Cash at beginning of period | $ 1,159,201 | $ 2,789,794 | 1,159,201 | 2,789,794 | 2,789,794 | |||
Cash at end of period | $ 821,353 | $ 821,353 | $ 2,385,028 | 821,353 | 2,385,028 | $ 1,159,201 | ||
Supplemental disclosure of non-cash investing and financing activities | ||||||||
Issuance of HWH common stock to EF Hutton for deferred underwriting compensation | 1,509,375 | |||||||
Cash paid for interest | 36,828 | |||||||
Valuation gain from notes receivable and warrants - SHRG | 276,905 | |||||||
Initial recognition of operating lease right-of-use asset and liability | $ 280,042 | $ 46,695 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ (387,923) | $ (64,413) | $ (1,724,761) | $ 106,714 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS HWH International Inc. (“HWH”) and its consolidated subsidiaries (collectively, the “Company”) operate a food and beverage (“F&B”) business in Singapore and South Korea. The F&B business operates four cafés, two of which are located in South Korea and two in Singapore, as well as an online healthy food store serving customers in Singapore. The Company previously operated a membership model in which individuals paid an upfront membership fee to become members. As members, these individuals received discounted access to products and services offered by the Company’s affiliates. The Company had approximately 9,000 members, primarily in South Korea. Currently, this membership business has been temporarily suspended, however the Company intends to resume this business following the ongoing restructuring of the membership model. HWH International Inc. was originally incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company consummated the Business Combination on January 9, 2024 and changed its name from “Alset Capital Acquisition Corp.” to “HWH International Inc.” The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. 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”). The Company and Merger Sub are sometimes referred to collectively as the “ACAX Parties.” Pursuant to the Merger Agreement, a 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.” The board of directors of the Company (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 the Company. The Target was owned and controlled by certain member officers and directors of the Company and its sponsor. The Merger was consummated following the receipt of the required approval by the stockholders of the Company and the shareholders of the Target and the satisfaction of certain other customary closing conditions. The total consideration paid at Closing (the “Merger Consideration”) by the Company to the Target’s shareholders was $ 125,000,000 0.0001 12,500,000 10.00 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim periods or for any other future years. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended November 30, 2023 filed on February 28, 2024 and audited consolidated financial statements of HWH Nevada for the year ended December 31, 2023 included in the form 8-K/A filed with SEC on March 25, 2024. Through November 30, 2023, HWH (then known as Alset Capital Acquisition Corp.) reported on a twelve-month fiscal year that ended on November 30. In connection with the business combination, the Company’s fiscal year end was changed from November 30 to December 31. As a result of this change, the Company had a one-month transition period that began on December 1, 2023 and ended on December 31, 2023. For details see note 18 - Change in Fiscal Year. The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock The following chart describes the Company’s ownership of various subsidiaries: The Company mainly focuses on the F&B business. During the six months ended June 30, 2024 and 2023, substantially all of the Company’s business was generated by its wholly owned subsidiaries, 0 3 100 97 37 47 5 7 19 22 13 21 26 0 5,820 246 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Functional and Reporting Currency The functional and reporting currency of the Company is the United States dollar (“$”). The financial records of the Company’s subsidiaries located in South Korea, Singapore, Hong Kong, and Malaysia are maintained in their local currencies, the Korean Won (₩) Singapore Dollar (S$) Hong Kong Dollar (HK$) and Malaysian Ringgit (MYR), which are also the functional currencies of these entities. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 821,353 1,159,201 no Investments held in Trust Account At June 30, 2024 and December 31, 2023, the Company had approximately $ 0 21 In connection with the closing of Business Combination on January 9, 2024, Class A Common Stock stockholders redeemed 1,942,108 21 Fair Value of Financial Instruments The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying values reported in balance sheets for current assets and liabilities approximate their estimated fair market values based on the short-term maturity of these instruments. Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. As of June 30, 2024 and December 31, 2023, inventory consisted of finished goods procured from suppliers. The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required to write-down inventory to its net realizable value. Leases The Company follows FASB ASC Topic 842 in accounting for its operating lease right-of-use assets and operating lease liabilities. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term. For leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a single lease component. Right-of-use of assets The right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. Lease liabilities Lease liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly of fixed lease payments. Short-term leases and leases of low value assets The Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. Lease payments associated with these leases are expensed as incurred. Property, Plant and Equipment Property, plant and equipment are recorded at cost, less depreciation. Repairs and maintenance are expensed as incurred. Expenditures incurred as a consequence of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized. When property and equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in statement of operations. Depreciation is computed by the reducing balance method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT Office Equipment 3 5 Furniture and Fittings 3 5 Kitchen Equipment 3 5 Operating Equipment 3 5 Leasehold Improvements Shorter of lease life or asset life The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. Deposit Deposit represents mostly rental deposit paid for the office and the cafes used. Revenue Recognition ASC 606 – Revenue from Contracts with Customers In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services. ASC 606 requires the Company to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, performance obligations are satisfied. The Company generates its revenue primarily from membership fees, product sales and F&B business. Membership Fee: Product Sales: 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. We do not have buyback program. However, when the customer requests a return and management decides that the refund is necessary, we initiate the refund after deducting all the benefits that a member has earned. The returns are deducted from our sales revenue on our financial statements. Allowances for product and membership 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 and membership returns for the three months ended June 30, 2024 and 2023 were both $ 0 . Product and membership returns for the six months ended June 30, 2024 and 2023 were $ 0 and $ 1,143 , respectively. The table below represents a breakout of the returns related to product sales and the returns related to memberships: SCHEDULE OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS Membership Products Total Returns Membership Products Total For the three months ended: June 30, 2024 $ - $ - $ - June 30, 2023 $ - $ - $ - Revenue return $ - $ - $ - Membership Products Total Returns Membership Products Total For the six months ended: June 30, 2024 $ - $ - $ - June 30, 2023 $ 1,143 $ - $ 1,143 Revenue returns 1,143 - 1,143 Food and Beverage 334,882 195,198 620,992 383,177 Contract assets and liabilities Below is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of June 30, 2024 and December 31, 2023. SCHEDULE OF CONTRACT ASSETS AND LIABILITIES June 30, 2024 December 31, 2023 Prepaid Sales Commission Balances at the beginning of the period $ - $ 6,839 Movement for the period - (6,839 ) Balances at the end of the period $ - $ - June 30, 2024 December 31, 2023 Deferred Revenue Balances at the beginning of the period $ - $ 21,198 Movement for the period - (21,198 ) Balances at the end of the period $ - $ - Value-added Tax The Company is obligated to pay value-added tax (“VAT”), among other things, on its inventory purchase as well as its rent payments and payment of professional fees. As of June 30, 2024 and December 31, 2023, included in other receivables was VAT paid of $ 42,844 37,179 Cost of revenue Cost of revenue consists of the cost of procuring finished goods from suppliers and related shipping and handling fees from 3 rd Below is a breakdown of the Company’s cost of revenue for the three and six months ended June 30, 2024 and 2023. For the three months ended: SCHEDULE OF COST OF REVENUE Total June 30, 2024 Finished goods $ 127,704 Related shipping 1,420 Handling fee 12,550 Contractor fee 8,366 Franchise commission 4,547 Sales commission (74 ) Depreciation 15,456 Total of Cost of revenue $ 169,969 June 30, 2023 Finished goods $ 36,664 Related shipping 2,420 Handling fee 5,855 Contractor fee 10,412 Franchise commission 3,770 Sales commission 822 Depreciation 13,677 Total of Cost of revenue $ 73,620 For the six months ended: Total June 30, 2024 Finished goods $ 206,211 Related shipping 3,695 Handling fee 23,477 Contractor fee 20,221 Franchise commission 9,500 Sales commission (308 ) Depreciation 29,986 Total of Cost of revenue $ 292,782 June 30, 2023 Finished goods $ 72,777 Related shipping 4,797 Handling fee 9,892 Contractor fee 14,436 Franchise commission 8,745 Sales commission 12,690 Depreciation 28,052 Total of Cost of revenue $ 151,389 Shipping and Handling Fees The Company utilizes the practical expedient under ASC 606-10-25-18B to account for its shipping and handling as fulfillment activities, and not a promised service (a revenue element). Shipping and handling fees are included in costs of revenue within the statements of operations. Commission Expense The Company compensates its sales leaders with leadership incentives for services rendered, relating to the development, retention, and management of their sales organizations. Leadership incentives are payable based on achieved sales volume, which are recorded in cost of revenue. Member will get 25 Advertising Expenses Costs incurred for advertising the Company’s products are charged to operations as incurred. Advertising expenses for the three months ended June 30, 2024 and 2023 were $ 4,324 112 6,566 1,209 Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, assets and liabilities approach to calculating deferred income taxes. The assets and liabilities approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred tax assets will not be realized. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. The Company has not recorded any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to income taxes in income tax expense. Earnings (Loss) per Share The Company presents basic and diluted earnings (loss) per share data for its common shares. Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares outstanding during the year, adjusted for treasury shares held by the Company. Diluted earnings (loss) per share is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible securities, such as stock options, convertible bonds and warrants. At June 30, 2024 there were 4,549,370 4,549,375 909,875 Non-controlling interests Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the Consolidated Statements of Operations and Other Comprehensive Income, and within equity in the Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On June 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 112,297 8,666 Liquidity and Capital Resources In the six months ended June 30, 2024, we incurred a net loss, a loss from operations and negative cash flow from operations as we expanded our business of operating cafés and restructured our membership business. Notwithstanding the above, 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 shall consist of plans to take over leases of existing Hapi Cafes we currently do not own, as we look to add Hapi Cafes over the next two (2) years. If we take over these existing leases, it will require a minimum investment for each lease we take over for each Hapi Café. There is no guarantee that we will be able to execute on our plans as laid out above. The accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not contain any adjustments that might be required should the Company be unable to continue as a going concern. On April 24, 2024, the Company entered into a Credit Facility Agreement (the “Credit Agreement”) with Alset Inc., a Texas corporation and the Company’s indirect, majority stockholder, pursuant to which Alset Inc. has provided the Company a line of credit facility (the “Credit Facility”) which provides a maximum, aggregate credit line of up to $ 1,000,000 Pursuant to the Credit Agreement, the Company may request an advance (each, an “Advance”) on the Credit Facility. Each Advance shall bear a simple interest rate of three percent (3%) per annum. Each Advance and all accrued but unpaid interest shall be due and payable at the first (1 st The Company has obtained letters of financial support from Alset International Limited and Alset Inc., a direct and indirect majority 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. Recent accounting pronouncement Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. |
MERGER WITH HWH INTERNATIONAL I
MERGER WITH HWH INTERNATIONAL INC. (A NEVADA CORPORATION) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
MERGER WITH HWH INTERNATIONAL INC. (A NEVADA CORPORATION) | NOTE 3 - MERGER WITH HWH INTERNATIONAL INC. (A NEVADA CORPORATION) HWH International Inc. (f.k.a. Alset Capital Acquisition Corp.; “SPAC”, the” Company”) was a special purpose acquisition company, incorporated in Delaware on October 20, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On January 9, 2024, the Company, HWH International Inc. (a Nevada corporation, “HWH-NV”) and HWH Merger Sub Inc. consummated the merger (the “Reverse Recapitalization”) pursuant to an agreement and plan of merger dated as of September 9, 2022. The transaction was accounted for as a Reverse Recapitalization in accordance with accounting principles generally accepted in the United States. Under this method of accounting, SPAC was treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Reverse Recapitalization, HWH-NV stockholders comprise a majority of voting power on the Company, most of senior management of HWH-NV continued as senior management of the combined company and identified a majority of the members of the board of directors of the combined company, both companies are under common control; and HWH-NV’s operations comprise the ongoing operations of the combined company. Accordingly, for accounting purposes, the Company is considered to be a continuation of HWH-NV, with the net identifiable assets of SPAC deemed to have been acquired by HWH-NV in exchange for HWH-NV common shares accompanied by a recapitalization, with no goodwill or intangible assets recorded. In connection with the Business Combination: ● The holders of 8,591,072 ● Immediately prior to the consummation of the Reverse Recapitalization (i) each of the 1,972,896 1,972,896 2,156,250 2,156,250 2,156,250 476,890 909,875 ● 12,500,000 ● 149,443 1,509,375 The transaction described above was a transaction between entities under common control. SPAC, prior to the Business Combination, was 26 32 SCHEDULE OF RESTATED CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEETS Consolidated Statement of Operations and Other Comprehensive Loss for the six Months Ended on June 30, 2023 As SPAC previously booked Merger with HWH-NV As restated USD USD USD Revenue -Membership $ - $ 12,583 $ 12,583 -Non-membership - 383,177 383,177 Total revenue $ - $ 395,760 $ 395,760 Cost of revenue -Membership $ - $ (12,690 ) $ (12,690 ) -Non-membership - (138,699 ) (138,699 ) Total cost of revenue $ - $ (151,389 ) $ (151,389 ) Gross profit $ - $ 244,371 $ 244,371 Operating expenses: General and administrative expenses $ (392,608 ) $ (926,249 ) $ (1,318,857 ) Total operating expenses $ (392,608 ) $ (926,249 ) $ (1,318,857 ) Other income (expenses) Other income $ 1,474,398 $ 100,006 $ 1,574,404 Unrealized gain on related party transactions - 2,521 2,521 Loss on equity method investment, related party - (63,645 ) (63,645 ) Total other income $ 1,474,398 $ 38,882 $ 1,513,280 Income (loss) before provision for income taxes $ 1,081,790 (642,966 ) 438,794 Provision for income taxes (329,880 ) - (329,880 ) Net income (loss) $ 751,910 $ (642,996 ) $ 108,914 Less: Net profit attributable to Non-Controlling Interests - 2,200 2,200 Net income (loss) attributable to the common shareholders $ 751,910 $ (645,196 ) $ 106,714 Other comprehensive (loss) income: Foreign exchange translation adjustment - 74,355 74,355 Total Other comprehensive income, net of tax $ - $ 74,355 $ 74,355 Comprehensive income (loss): $ 751,910 $ (570,841 ) $ 181,069 Consolidated Balance Sheet as of December 31, 2023 As SPAC previously booked Merger with HWH-NV As restated USD USD USD ASSETS Current Assets Cash $ 280,398 $ 878,803 $ 1,159,201 Account receivable, net - 28,611 28,611 Inventory - 1,977 1,977 Other receivables, net - 41,203 41,203 Prepaid expenses 100,000 6,862 106,862 Total Current Assets $ 380,398 $ 957,456 $ 1,337,854 Non-Current Assets Property and equipment, net $ - $ 129,230 $ 129,230 Cash and marketable securities held in Trust Account 21,346,768 - 21,346,768 Deposits - 298,324 298,324 Operating lease right-of-use assets, net - 598,508 598,508 Total Non-Current Assets $ 21,346,768 $ 1,026,062 $ 22,372,830 TOTAL ASSETS $ 21,727,166 $ 1,983,518 $ 23,710,684 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued expenses $ 30,156 $ 137,199 $ 167,355 Accrued commissions - 85,206 85,206 Due to related parties, net 205,305 2,118,495 2,323,800 Operating lease liabilities - current - 429,687 429,687 Deferred underwriting fee payable 3,018,750 - 3,018,750 Total Current Liabilities $ 3,254,211 $ 2,770,587 $ 6,024,798 Non-Current Liabilities Operating lease liabilities - Non-current $ - $ 182,380 $ 182,380 Total Non-Current Liabilities $ - $ 182,380 $ 182,380 Commitments and Contingencies - - - Temporary equity: Class A common stock subject to possible redemption; 1,976,036 10.35 $ 20,457,011 $ - $ 20,457,011 Stockholders’ Equity Preferred stock, $ 0.001 10,000,000 none - - - Common stock, $ 0.0001 50,000,000 16,223,301 10,000 - 1 1 Class A common stock, $ 0.0001 50,000,000 0 473,750 47 - 47 Class B common stock, $ 0.0001 50,000,000 0 2,156,250 216 - 216 Common stock value 216 - 216 Additional paid in capital - 9 9 Accumulated other comprehensive loss - (197,041 ) (197,041 ) Accumulated deficit (1,984,319 ) (781,084 ) (2,765,403 ) Total Stockholders’ Equity $ (1,984,056 ) $ (978,115 ) $ (2,962,171 ) Non-controlling interests - 8,666 8,666 Total Stockholders’ Deficit (1,984,056 ) (969,449 ) (2,953,505 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 21,727,166 $ 1,983,518 $ 23,710,684 |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 6 Months Ended |
Jun. 30, 2024 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE, NET | NOTE 4 — ACCOUNTS RECEIVABLE, NET Accounts receivable, net at June 30, 2024, December 31, 2023, June 30, 2023 and December 31, 2022 of $ 25,723 28,611 16,649 9,070 |
PREPAID COMMISSIONS
PREPAID COMMISSIONS | 6 Months Ended |
Jun. 30, 2024 | |
Prepaid Commissions | |
PREPAID COMMISSIONS | NOTE 5 — PREPAID COMMISSIONS During the normal course of business, the Company pays commission to its members for product sales as well as membership sales. Prepaid commissions are recorded for commissions paid on membership sales and recognized as an expense over the same period as the related membership revenue. |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 — INVENTORY As of June 30, 2024 and December 31, 2023, the balance of finished goods was $ 1,460 1,977 no |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 — PROPERTY AND EQUIPMENT, NET The components of property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET Total June 30, 2024 Office Equipment $ 37,951 Furniture and Fittings 42,399 Kitchen Equipment 27,687 Operating Equipment 8,296 Leasehold Improvements 138,738 Depreciation: Office equipment (29,308 ) Furniture and Fittings (36,677 ) Kitchen Equipment (11,164 ) Operating Equipment (4,321 ) Leasehold Improvements (56,168 ) Total, net $ 117,433 December 31, 2023 Office Equipment $ 30,861 Furniture and Fittings 46,376 Kitchen Equipment 23,044 Operating Equipment 8,522 Leasehold Improvements 122,083 Depreciation: Office Equipment (15,848 ) Furniture and Fittings (31,518 ) Kitchen Equipment (8,368 ) Operating Equipment (3,373 ) Leasehold Improvements (42,549 ) Total, net $ 129,230 For the three months ended June 30, 2024 and 2023, the Company recorded depreciation expenses of $ 15,566 13,884 30,209 28,475 7,351 2,755 5,820 |
INVESTMENTS AT COST
INVESTMENTS AT COST | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS AT COST | NOTE 8 — INVESTMENTS AT COST Joint Venture On April 25, 2024, the Company entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness Pte. Ltd. (“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan Heng Fai Ambrose, HWH’s Executive Chairman, as a part of HWH’s strategy of building its travel business in Asia. The planned joint venture company (referred to here as the “JVC”) will be known as HapiTravel Holding Pte. Ltd. The JVC will be initially owned as follows: (a) HWHPL will hold 19% of the shares in the JVC; (b) Mr. Chan will hold 11%; and (c) the remaining 70% of the shares in the JVC are to be held by Mr. Chen. As of June 30, 2024, there has not been any accounting impact to the Company due to Hapi Travel Holding Pte. Ltd. being under registration. Ideal Food & Beverage Pte. Ltd. On March 14, 2024, the Company entered into shares subscription agreement through its subsidiary Alset F&B Holding Pte. Ltd. (“F&BH”) to subscription of shares in Ideal Food & Beverage Pte. Ltd. (“IFBPL”) with the subscription of 19,000 19% 14,010 |
ACCRUED COMMISSIONS
ACCRUED COMMISSIONS | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Commissions | |
ACCRUED COMMISSIONS | NOTE 9 — ACCRUED COMMISSIONS Accrued commissions as of June 30, 2024 and December 31, 2023 represent mainly sales commission payable. For the three months ended June 30, 2024 and 2023, sales commission expenses of ($ 74 822 308 12,690 |
DUE TO ALSET INC
DUE TO ALSET INC | 6 Months Ended |
Jun. 30, 2024 | |
Due To Alset Inc | |
DUE TO ALSET INC | NOTE 10 — DUE TO ALSET INC Alset Inc (“AEI”) is the ultimate holding company that is incorporated in the United States of America. The amount due to AEI represents short-term working capital advances to the Company for its daily operations. There is no written, executed agreement and no financial/non-financial covenants and the amount due to AEI is non-interest bearing. Since the amount due to AEI is due upon request, it is classified as a current liability. The amounts due to AEI at June 30, 2024 and December 31, 2023 are $ 503,659 202,645 On April 24, 2024, the Company entered into a Credit Facility Agreement (the “Credit Agreement”) with Alset Inc., pursuant to which AEI has provided the Company a line of credit facility (the “Credit Facility”) which provides a maximum, aggregate credit line of up to $ 1,000,000 Pursuant to the Credit Agreement, the Company may request an advance (each, an “Advance”) on the Credit Facility. Each Advance shall bear a simple interest rate of three percent (3%) per annum. Each Advance and all accrued but unpaid interest shall be due and payable at the first (1 st 300,000 1,044 |
DUE TO_FROM RELATED PARTIES
DUE TO/FROM RELATED PARTIES | 6 Months Ended |
Jun. 30, 2024 | |
Due Tofrom Related Parties | |
DUE TO/FROM RELATED PARTIES | NOTE 11 — DUE TO/FROM RELATED PARTIES Due to Alset International Limited. Alset International Limited (“AIL”) is incorporated in Singapore and is a fellow subsidiary of the common parent company, Alset Inc. The amount due to AIL represents short-term working capital advances to the Company for its daily operations. There is no written, executed agreement and no financial/non-financial covenants and the amount due to AIL is non-interest bearing. Since the amount due to AIL is due upon request, it is classified as a current liability. The amounts due to AIL at June 30, 2024 and December 31, 2023 are $ 3,501,759 1,729,901 Due to Alset Business Development Pte. Limited. Alset Business Development Pte. Limited (“ABD”) is incorporated in Singapore and is a fellow subsidiary of the common parent company, Alset Inc. The amount due to ABD represents amount loaned by ABD to Hapi Cafe Inc. (“HCI”) for the investment in Ketomei Pte. Ltd (“Ketomei”) in March 2022. There is no written, executed agreement and no financial/non-financial covenants and the amount due to ABD is non-interest bearing. Since the amount due to ABD is due upon request, it is classified as a current liability. The amounts due to ABD at June 30, 2024 and December 31, 2023 are $ 179,026 184,507 Due to BMI Capital Partners International Limited. BMI Capital Partners International Limited (“BMI”) is incorporated in Hong Kong and is a fellow subsidiary of the common parent company, Alset Inc. The amount due to BMI represents short-term working capital advances to the Company for its daily operations. There is no written, executed agreement and no financial/non-financial covenants and the amount due to BMI is non-interest bearing. Since the amount due to BMI is due upon request, it is classified as a current liability. The amounts due to BMI at June 30, 2024 and December 31, 2023 are $ 2,925 1,442 General and Administrative Services Commencing on the date the Company’s Units were first listed on the Nasdaq, the Company has agreed to pay to Alset Management Group Inc. a total of $ 10,000 0 60,000 Related Party Loans Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors were permitted to, but were not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes were to be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 The Business Combination has closed, and there are no amounts outstanding under these Working Capital Loans. No amounts were converted into the units at the Business Combination. Extension Loan On May 1, 2023, the Company amended the Investment Management Trust Agreement (the “Trust Agreement”) with Wilmington Trust, National Association, a national banking association (“Wilmington Trust”), which was entered into on January 31, 2022. On May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended and Restated Certificate of Incorporation were amended, in part, so that the Company’s ability to complete a business combination was extended in additional increments of one month up to a total of twenty-one (21) additional months from the closing date of the Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds remaining in the trust account following any redemptions in connection with the approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation. The Sponsor funded the first 30-day extension payment on May 3, 2023. The Sponsor also made subsequent extension payments on June 5 th th 68,928 69,158 0 205,305 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 — RELATED PARTY TRANSACTIONS On June 10, 2021, Hapi Café Inc. (“HCI”) signed a convertible loan agreement with Ketomei Pte. Ltd. (“Ketomei”), pursuant to which HCI has agreed to grant Ketomei a loan of an aggregate principal amount of $ 75,525 258,186 28 75,525 6,022 183,311 On July 28, 2022 HCI entered into binding term sheet with Ketomei, pursuant to which HCI lent Ketomei $ 43,254 0 8 On August 4, 2022, the same parties entered into another binding term sheet (the “Second Term Sheet”) pursuant to which HCI agreed to lend Ketomei up to $ 260,600 8 263,766 214,903 48,862 0.022 On August 31, 2023, the same parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 36,634 3.5 37,876 On October 26, 2023, the same parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 37,876 3.5 37,000 21,134 15,865 On February 20, 2024, the Company invested additional $ 312,064 38.41 312,064 312,064 55.65 On March 20, 2024, the Company entered into a securities purchase agreement (“ 250,000 208,333,333 208,333,333 0.0012 securities purchase agreement 250,000 On May 9, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which the Company purchased from SHRG a Convertible Promissory Note (“CN 2”) in the amount of $ 250,000 125,000,000 250,000 8 8 20,000 On June 6, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which the Company purchased from SHRG a Convertible Promissory Note (“CN 3”) in the amount of $ 250,000 125,000,000 250,000 8 8 20,000 As of June 30, 2024, total $ 40,000 8,589 SHRG is a related party of our Company, as our stockholders Alset Inc. and Alset International Limited, in addition to certain entities affiliated with them, are significant stockholders of SHRG, and our Chief Executive Officer and Chairman are also the Chief Executive Officer and Chairman, respectively, of SHRG. Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of June 30, 2024: SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value June 30, 2024 Assets Warrants – SHRG $ - $ 137,500 $ - $ 137,500 Convertible loans receivable – SHRG - 868,593 - $ 868,593 Total Investment in securities at Fair Value $ - $ 1,006,093 $ - $ 1,006,093 The fair value of the SHRG warrants under level 2 category as of June 30, 2024 was calculated using a binomial option pricing model valued with the following weighted average assumptions: SCHEDULE OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS June 30, 2024 Stock price $ 0.0020 Exercise price $ 0.0012 Risk free interest rate 4.40 % Annualized volatility 141.48 % Dividend Yield $ 0.00 % Year to maturity 4.71 Warrants measurement input 4.71 The Company has elected to recognize the convertible loan at fair value and therefore there was no further evaluation of embedded features for bifurcation. The Company engaged third party valuation firm to perform the valuation of convertible loans. The fair value of the convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash flow with the following assumptions: March 18, 2024 May 9, 2024 June 6, 2024 June 30, 2024 CN# 1 2 3 Issued date March 18, 2024 May 9, 2024 June 6, 2024 Risk-free interest rate 4.608 % 4.579 % 4.564 % Expected life 2.71 2.86 2.93 Discount rate 6.00 % 8.00 % 8.00 % Expected volatility 141.662 % 141.662 % 141.662 % Expected dividend yield 0 % 0 % 0 % Debt measurement input 0 % 0 % 0 % Fair value $ 310,362 $ 282,486 $ 275,745 Changes in the observable input values would likely cause material changes in the fair value of the Company’s Level 2 financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement. Revenue from F&B business amounting to approximately $ 1,974 1,475 3,313 2,780 Included in Accounts Receivable, net at June 30, 2024 and December 31, 2023 is $ 10,502 7,405 Included in other income during the three months ended June 30, 2024 and 2023 is $ 1,603 1,667 3,257 3,390 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 13 — STOCKHOLDERS’ EQUITY The total amount of authorized capital stock of the Company is 56,000,000 55,000,000 1,000,000 no The Company previously had shares of Class B common stock outstanding, which automatically converted into Class A common stock at the time of a Business Combination, on a one-for-one basis. Rights Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) were transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. The following table summarizes the warrant activity for the six months ended June 30, 2024 and 2023. SCHEDULE OF WARRANT ACTIVITY Warrant for Weighted Remaining Contractual Aggregate Common Average Term Intrinsic Shares Exercise Price (Years) Value Warrants Outstanding as of December 31, 2023 4,549,375 $ 11.5 4.53 $ - Warrants Vested and exercisable at December 31, 2023 4,549,375 $ 11.5 4.53 $ - Granted - - Exercised - - Forfeited, cancelled, expired (5 ) - Warrants Outstanding as of June 30, 2024 4,549,370 $ 11.5 4.53 $ - Warrants Vested and exercisable at June 30, 2024 4,549,370 $ 11.5 4.53 $ - Warrant for Weighted Remaining Contractual Aggregate Common Average Term Intrinsic Shares Exercise Price (Years) Value Warrants Outstanding as of December 31, 2022 4,549,375 $ 11.5 5.53 $ - Warrants Vested and exercisable at December 31, 2022 4,549,375 $ 11.5 5.53 $ - Granted - - Exercised - - Forfeited, cancelled, expired - - Warrants Outstanding as of June 30, 2023 4,549,375 $ 11.5 5.53 $ - Warrants Vested and exercisable at June 30, 2023 4,549,375 $ 11.5 5.53 $ - Issuance of HWH Shares to EF Hutton On December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting agreement previously entered into by the Company and EF Hutton, a division of Benchmark Investments, LLC, under which in lieu of the Company tendering the full amount due of $ 3,018,750 325,000 149,443 1,184,375 149,443 10.10 1,509,375 The fair value of the Company shares at issuance on January 9, 2024 was $ 2.82 421,429 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
LEASES | NOTE 14 — LEASES The Company has operating leases for its office spaces, one F&B store in South Korea and two F&B stores in Singapore. In the second quarter of 2024, the Company ceased its operations of F&BPLQ and recorded a gain on termination of the operating lease of $ 246 The related lease agreements do not contain any material residual value guarantees or material restrictive covenants. Since the Company’s leases do not provide an implicit rate that can be readily determined, management uses a discount rate based on the incremental borrowing rate. The Company’s weighted-average remaining lease term relating to its operating leases is 1.54 3.81 The Company has also utilized the following practical expedients: ● Short-term leases – for leases that are for a period of 12 months or less, the Company will not apply the recognition requirements of ASC 842. ● For leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a single lease component. The current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the balance sheets. Total lease expenses amounted to $ 134,996 125,994 260,139 256,038 132,789 142,698 257,000 286,907 6,878 1,742 10,319 2,348 SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES June 30, 2024 December 31, 2023 Right-of-use assets $ 570,325 $ 598,508 Lease liabilities - current $ 384,817 $ 429,687 Lease liabilities - non-current 198,300 182,380 Total lease liabilities $ 583,117 $ 612,067 As of June 30, 2024, the aggregate future minimum rental payments under non-cancelable agreements are as follows: SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS Maturity of Lease Liabilities Total 12 months ended June 30, 2025 $ 401,688 12 months ended June 30, 2026 166,196 12 months ended June 30, 2027 37,156 Total undiscounted lease payments $ 605,040 Less: Imputed interest (21,923 ) Present value of lease liabilities $ 583,117 Operating lease liabilities - Current 384,817 Operating lease liabilities - Non-current $ 198,300 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 — COMMITMENTS AND CONTINGENCIES From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition. For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings. |
DISAGGREGATION OF REVENUE
DISAGGREGATION OF REVENUE | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
DISAGGREGATION OF REVENUE | NOTE 16 — DISAGGREGATION OF REVENUE Selected financial information of the Company’s operating revenue for disaggregated revenue purposes by revenue source are as follows: Product sales only represent sales to members, not third parties who are not members. SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Three Months Membership Fee $ - $ - Product Sales - 6 Food and Beverage 334,882 195,192 Total $ 334,882 $ 195,198 Revenue $ 334,882 $ 195,198 Six Months Six Months Membership Fee $ - $ 12,583 Product Sales - 209 Food and Beverage 620,992 382,968 Total $ 620,992 $ 395,760 Revenue $ 620,992 $ 395,760 |
CONCENTRATION RISK
CONCENTRATION RISK | 6 Months Ended |
Jun. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION RISK | NOTE 17 — CONCENTRATION RISK The Company maintains cash balances at various financial institutions in different countries. These balances are usually secured by the central banks’ insurance companies. At times, these balances may exceed the insurance limits. As of June 30, 2024 and December 31, 2023, uninsured cash balances were $ 776,876 21,989,947 Major Suppliers For the three and six months ended June 30, 2024, five suppliers accounted for approximately over 44 82 For the three and six months ended June 30, 2023, five suppliers accounted for approximately over 58 61 |
INVESTMENT IN ASSOCIATE & CONVE
INVESTMENT IN ASSOCIATE & CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN ASSOCIATE & CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY | NOTE 18 — INVESTMENT IN ASSOCIATE & CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY Until February 20, 2024, the Company held an equity method investment in a related party, Ketomei, and also had a convertible note receivable with Ketomei. The following table shows the activity of the investment and note during the six months ended June 30, 2024. SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY December 31, 2023 Additions Loss on Impairment June 30, 2024 Investment in associate, related party $ - $ 14,744 $ (14,744 ) $ - $ - Convertible note receivable, related party - 42,328 - (42,328 ) - Total $ - $ 57,072 $ (14,744 ) $ (42,328 ) $ - December 31, Additions Loss on Impairment June 30, 2023 Investment in associate, related party $ 155,369 $ 52,605 $ (63,645 ) $ - $ 144,329 Convertible note receivable, related party 198,125 59,267 - - 257,392 Total $ 353,494 $ 111,872 $ (63,645 ) $ - $ 401,721 During the first six months of 2024, the Company impaired convertible note receivable of $ 42,328 0 42,328 On February 20, 2024, the Company invested an additional $ 312,064 420,000 38.41 312,064 420,000 312,064 420,000 55.65 During the six months ended June 30, 2024, the Company held a convertible note receivable with SHRG. The following table shows the activity of the investment and note during the six months ended June 30, 2024. SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY December 31, Additions Unrealized June 30, Convertible note receivable - related party $ - $ 750,000 $ 118,593 $ 868,593 Total $ - $ 750,000 $ 118,593 $ 868,593 During the six months ended June 30, 2024, the Company revalued the convertible note receivable with SHRG of $ 750,000 868,593 15,835 134,428 |
CHANGE IN FISCAL YEAR
CHANGE IN FISCAL YEAR | 6 Months Ended |
Jun. 30, 2024 | |
Change In Fiscal Year | |
CHANGE IN FISCAL YEAR | NOTE 19 — CHANGE IN FISCAL YEAR In connection with Business Combination, the Company changed its fiscal year from November 30 to December 31. The company has recently reported its audited financial statements on form 10-K for the year ended November 30, 2023. The Company’s financial statement for one month of December 2023, that were not previously reported include expenses related to business combination, ordinary business expenses and investment income. HWH INTERNATIONAL INC. (Formerly known as Alset Capital Acquisition Corp.) SCHEDULE OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS December 31, 2023 ASSETS Current assets: Cash $ 280,398 Other current assets 100,000 Total current assets 380,398 Cash and marketable securities held in Trust Account 21,346,768 Total assets $ 21,727,166 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued expenses $ 30,156 Extension Loan – Related Party 205,305 Total current liabilities 235,461 Deferred underwriting compensation 3,018,750 Total liabilities 3,254,211 Commitments and contingencies - Temporary equity: Class A common stock subject to possible redemption; 1,976,036 10.35 20,457,011 Stockholders’ deficit: Preferred stock, $ 0.0001 1,000,000 none - Class A common stock, $ 0.0001 50,000,000 473,750 1,976,036 47 Class B common stock, $ 0.0001 5,000,000 2,156,250 216 Common stock, value 216 Accumulated deficit (1,984,319 ) Total stockholders’ deficit (1,984,056 ) Total liabilities and stockholders’ deficit $ 21,727,166 HWH INTERNATIONAL INC. (Formerly known as Alset Capital Acquisition Corp.) CONSOLIDATED STATEMENTS OF OPERATIONS For the One Month Ended December 31, 2023 EXPENSES Administration fee - related party $ 10,000 General and administrative 610,841 TOTAL EXPENSES 610,841 OTHER INCOME Investment income earned on cash and marketable securities held in Trust Account 94,130 Other Income 155,763 TOTAL OTHER INCOME 249,893 Pre-tax loss 370,948 Income tax expense - Net loss $ 370,948 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 20 — SUBSEQUENT EVENT The Company has evaluated events that have occurred after the balance sheet date through the date of this report and determined that there were no subsequent events or transactions that required recognition or disclosure in the condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim periods or for any other future years. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended November 30, 2023 filed on February 28, 2024 and audited consolidated financial statements of HWH Nevada for the year ended December 31, 2023 included in the form 8-K/A filed with SEC on March 25, 2024. Through November 30, 2023, HWH (then known as Alset Capital Acquisition Corp.) reported on a twelve-month fiscal year that ended on November 30. In connection with the business combination, the Company’s fiscal year end was changed from November 30 to December 31. As a result of this change, the Company had a one-month transition period that began on December 1, 2023 and ended on December 31, 2023. For details see note 18 - Change in Fiscal Year. The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock The following chart describes the Company’s ownership of various subsidiaries: The Company mainly focuses on the F&B business. During the six months ended June 30, 2024 and 2023, substantially all of the Company’s business was generated by its wholly owned subsidiaries, 0 3 100 97 37 47 5 7 19 22 13 21 26 0 5,820 246 |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Functional and Reporting Currency | Functional and Reporting Currency The functional and reporting currency of the Company is the United States dollar (“$”). The financial records of the Company’s subsidiaries located in South Korea, Singapore, Hong Kong, and Malaysia are maintained in their local currencies, the Korean Won (₩) Singapore Dollar (S$) Hong Kong Dollar (HK$) and Malaysian Ringgit (MYR), which are also the functional currencies of these entities. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 821,353 1,159,201 no |
Investments held in Trust Account | Investments held in Trust Account At June 30, 2024 and December 31, 2023, the Company had approximately $ 0 21 In connection with the closing of Business Combination on January 9, 2024, Class A Common Stock stockholders redeemed 1,942,108 21 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying values reported in balance sheets for current assets and liabilities approximate their estimated fair market values based on the short-term maturity of these instruments. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. As of June 30, 2024 and December 31, 2023, inventory consisted of finished goods procured from suppliers. The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required to write-down inventory to its net realizable value. |
Leases | Leases The Company follows FASB ASC Topic 842 in accounting for its operating lease right-of-use assets and operating lease liabilities. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term. For leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a single lease component. |
Right-of-use of assets | Right-of-use of assets The right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. |
Lease liabilities | Lease liabilities Lease liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly of fixed lease payments. |
Short-term leases and leases of low value assets | Short-term leases and leases of low value assets The Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. Lease payments associated with these leases are expensed as incurred. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost, less depreciation. Repairs and maintenance are expensed as incurred. Expenditures incurred as a consequence of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized. When property and equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in statement of operations. Depreciation is computed by the reducing balance method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT Office Equipment 3 5 Furniture and Fittings 3 5 Kitchen Equipment 3 5 Operating Equipment 3 5 Leasehold Improvements Shorter of lease life or asset life The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. |
Deposit | Deposit Deposit represents mostly rental deposit paid for the office and the cafes used. |
Revenue Recognition | Revenue Recognition ASC 606 – Revenue from Contracts with Customers In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services. ASC 606 requires the Company to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, performance obligations are satisfied. The Company generates its revenue primarily from membership fees, product sales and F&B business. Membership Fee: Product Sales: 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. We do not have buyback program. However, when the customer requests a return and management decides that the refund is necessary, we initiate the refund after deducting all the benefits that a member has earned. The returns are deducted from our sales revenue on our financial statements. Allowances for product and membership 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 and membership returns for the three months ended June 30, 2024 and 2023 were both $ 0 . Product and membership returns for the six months ended June 30, 2024 and 2023 were $ 0 and $ 1,143 , respectively. The table below represents a breakout of the returns related to product sales and the returns related to memberships: SCHEDULE OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS Membership Products Total Returns Membership Products Total For the three months ended: June 30, 2024 $ - $ - $ - June 30, 2023 $ - $ - $ - Revenue return $ - $ - $ - Membership Products Total Returns Membership Products Total For the six months ended: June 30, 2024 $ - $ - $ - June 30, 2023 $ 1,143 $ - $ 1,143 Revenue returns 1,143 - 1,143 Food and Beverage 334,882 195,198 620,992 383,177 |
Contract assets and liabilities | Contract assets and liabilities Below is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of June 30, 2024 and December 31, 2023. SCHEDULE OF CONTRACT ASSETS AND LIABILITIES June 30, 2024 December 31, 2023 Prepaid Sales Commission Balances at the beginning of the period $ - $ 6,839 Movement for the period - (6,839 ) Balances at the end of the period $ - $ - June 30, 2024 December 31, 2023 Deferred Revenue Balances at the beginning of the period $ - $ 21,198 Movement for the period - (21,198 ) Balances at the end of the period $ - $ - |
Value-added Tax | Value-added Tax The Company is obligated to pay value-added tax (“VAT”), among other things, on its inventory purchase as well as its rent payments and payment of professional fees. As of June 30, 2024 and December 31, 2023, included in other receivables was VAT paid of $ 42,844 37,179 |
Cost of revenue | Cost of revenue Cost of revenue consists of the cost of procuring finished goods from suppliers and related shipping and handling fees from 3 rd Below is a breakdown of the Company’s cost of revenue for the three and six months ended June 30, 2024 and 2023. For the three months ended: SCHEDULE OF COST OF REVENUE Total June 30, 2024 Finished goods $ 127,704 Related shipping 1,420 Handling fee 12,550 Contractor fee 8,366 Franchise commission 4,547 Sales commission (74 ) Depreciation 15,456 Total of Cost of revenue $ 169,969 June 30, 2023 Finished goods $ 36,664 Related shipping 2,420 Handling fee 5,855 Contractor fee 10,412 Franchise commission 3,770 Sales commission 822 Depreciation 13,677 Total of Cost of revenue $ 73,620 For the six months ended: Total June 30, 2024 Finished goods $ 206,211 Related shipping 3,695 Handling fee 23,477 Contractor fee 20,221 Franchise commission 9,500 Sales commission (308 ) Depreciation 29,986 Total of Cost of revenue $ 292,782 June 30, 2023 Finished goods $ 72,777 Related shipping 4,797 Handling fee 9,892 Contractor fee 14,436 Franchise commission 8,745 Sales commission 12,690 Depreciation 28,052 Total of Cost of revenue $ 151,389 |
Shipping and Handling Fees | Shipping and Handling Fees The Company utilizes the practical expedient under ASC 606-10-25-18B to account for its shipping and handling as fulfillment activities, and not a promised service (a revenue element). Shipping and handling fees are included in costs of revenue within the statements of operations. |
Commission Expense | Commission Expense The Company compensates its sales leaders with leadership incentives for services rendered, relating to the development, retention, and management of their sales organizations. Leadership incentives are payable based on achieved sales volume, which are recorded in cost of revenue. Member will get 25 |
Advertising Expenses | Advertising Expenses Costs incurred for advertising the Company’s products are charged to operations as incurred. Advertising expenses for the three months ended June 30, 2024 and 2023 were $ 4,324 112 6,566 1,209 |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, assets and liabilities approach to calculating deferred income taxes. The assets and liabilities approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred tax assets will not be realized. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. The Company has not recorded any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to income taxes in income tax expense. |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company presents basic and diluted earnings (loss) per share data for its common shares. Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares outstanding during the year, adjusted for treasury shares held by the Company. Diluted earnings (loss) per share is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible securities, such as stock options, convertible bonds and warrants. At June 30, 2024 there were 4,549,370 4,549,375 909,875 |
Non-controlling interests | Non-controlling interests Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the Consolidated Statements of Operations and Other Comprehensive Income, and within equity in the Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On June 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 112,297 8,666 |
Liquidity and Capital Resources | Liquidity and Capital Resources In the six months ended June 30, 2024, we incurred a net loss, a loss from operations and negative cash flow from operations as we expanded our business of operating cafés and restructured our membership business. Notwithstanding the above, 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 shall consist of plans to take over leases of existing Hapi Cafes we currently do not own, as we look to add Hapi Cafes over the next two (2) years. If we take over these existing leases, it will require a minimum investment for each lease we take over for each Hapi Café. There is no guarantee that we will be able to execute on our plans as laid out above. The accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not contain any adjustments that might be required should the Company be unable to continue as a going concern. On April 24, 2024, the Company entered into a Credit Facility Agreement (the “Credit Agreement”) with Alset Inc., a Texas corporation and the Company’s indirect, majority stockholder, pursuant to which Alset Inc. has provided the Company a line of credit facility (the “Credit Facility”) which provides a maximum, aggregate credit line of up to $ 1,000,000 Pursuant to the Credit Agreement, the Company may request an advance (each, an “Advance”) on the Credit Facility. Each Advance shall bear a simple interest rate of three percent (3%) per annum. Each Advance and all accrued but unpaid interest shall be due and payable at the first (1 st The Company has obtained letters of financial support from Alset International Limited and Alset Inc., a direct and indirect majority 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. |
Recent accounting pronouncement | Recent accounting pronouncement Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS | SCHEDULE OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS Membership Products Total Returns Membership Products Total For the three months ended: June 30, 2024 $ - $ - $ - June 30, 2023 $ - $ - $ - Revenue return $ - $ - $ - Membership Products Total Returns Membership Products Total For the six months ended: June 30, 2024 $ - $ - $ - June 30, 2023 $ 1,143 $ - $ 1,143 Revenue returns 1,143 - 1,143 |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | Below is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of June 30, 2024 and December 31, 2023. SCHEDULE OF CONTRACT ASSETS AND LIABILITIES June 30, 2024 December 31, 2023 Prepaid Sales Commission Balances at the beginning of the period $ - $ 6,839 Movement for the period - (6,839 ) Balances at the end of the period $ - $ - June 30, 2024 December 31, 2023 Deferred Revenue Balances at the beginning of the period $ - $ 21,198 Movement for the period - (21,198 ) Balances at the end of the period $ - $ - |
SCHEDULE OF COST OF REVENUE | Below is a breakdown of the Company’s cost of revenue for the three and six months ended June 30, 2024 and 2023. For the three months ended: SCHEDULE OF COST OF REVENUE Total June 30, 2024 Finished goods $ 127,704 Related shipping 1,420 Handling fee 12,550 Contractor fee 8,366 Franchise commission 4,547 Sales commission (74 ) Depreciation 15,456 Total of Cost of revenue $ 169,969 June 30, 2023 Finished goods $ 36,664 Related shipping 2,420 Handling fee 5,855 Contractor fee 10,412 Franchise commission 3,770 Sales commission 822 Depreciation 13,677 Total of Cost of revenue $ 73,620 For the six months ended: Total June 30, 2024 Finished goods $ 206,211 Related shipping 3,695 Handling fee 23,477 Contractor fee 20,221 Franchise commission 9,500 Sales commission (308 ) Depreciation 29,986 Total of Cost of revenue $ 292,782 June 30, 2023 Finished goods $ 72,777 Related shipping 4,797 Handling fee 9,892 Contractor fee 14,436 Franchise commission 8,745 Sales commission 12,690 Depreciation 28,052 Total of Cost of revenue $ 151,389 |
MERGER WITH HWH INTERNATIONAL_2
MERGER WITH HWH INTERNATIONAL INC. (A NEVADA CORPORATION) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
SCHEDULE OF RESTATED CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEETS | SCHEDULE OF RESTATED CONSOLIDATED STATEMENT OF OPERATIONS AND BALANCE SHEETS Consolidated Statement of Operations and Other Comprehensive Loss for the six Months Ended on June 30, 2023 As SPAC previously booked Merger with HWH-NV As restated USD USD USD Revenue -Membership $ - $ 12,583 $ 12,583 -Non-membership - 383,177 383,177 Total revenue $ - $ 395,760 $ 395,760 Cost of revenue -Membership $ - $ (12,690 ) $ (12,690 ) -Non-membership - (138,699 ) (138,699 ) Total cost of revenue $ - $ (151,389 ) $ (151,389 ) Gross profit $ - $ 244,371 $ 244,371 Operating expenses: General and administrative expenses $ (392,608 ) $ (926,249 ) $ (1,318,857 ) Total operating expenses $ (392,608 ) $ (926,249 ) $ (1,318,857 ) Other income (expenses) Other income $ 1,474,398 $ 100,006 $ 1,574,404 Unrealized gain on related party transactions - 2,521 2,521 Loss on equity method investment, related party - (63,645 ) (63,645 ) Total other income $ 1,474,398 $ 38,882 $ 1,513,280 Income (loss) before provision for income taxes $ 1,081,790 (642,966 ) 438,794 Provision for income taxes (329,880 ) - (329,880 ) Net income (loss) $ 751,910 $ (642,996 ) $ 108,914 Less: Net profit attributable to Non-Controlling Interests - 2,200 2,200 Net income (loss) attributable to the common shareholders $ 751,910 $ (645,196 ) $ 106,714 Other comprehensive (loss) income: Foreign exchange translation adjustment - 74,355 74,355 Total Other comprehensive income, net of tax $ - $ 74,355 $ 74,355 Comprehensive income (loss): $ 751,910 $ (570,841 ) $ 181,069 Consolidated Balance Sheet as of December 31, 2023 As SPAC previously booked Merger with HWH-NV As restated USD USD USD ASSETS Current Assets Cash $ 280,398 $ 878,803 $ 1,159,201 Account receivable, net - 28,611 28,611 Inventory - 1,977 1,977 Other receivables, net - 41,203 41,203 Prepaid expenses 100,000 6,862 106,862 Total Current Assets $ 380,398 $ 957,456 $ 1,337,854 Non-Current Assets Property and equipment, net $ - $ 129,230 $ 129,230 Cash and marketable securities held in Trust Account 21,346,768 - 21,346,768 Deposits - 298,324 298,324 Operating lease right-of-use assets, net - 598,508 598,508 Total Non-Current Assets $ 21,346,768 $ 1,026,062 $ 22,372,830 TOTAL ASSETS $ 21,727,166 $ 1,983,518 $ 23,710,684 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued expenses $ 30,156 $ 137,199 $ 167,355 Accrued commissions - 85,206 85,206 Due to related parties, net 205,305 2,118,495 2,323,800 Operating lease liabilities - current - 429,687 429,687 Deferred underwriting fee payable 3,018,750 - 3,018,750 Total Current Liabilities $ 3,254,211 $ 2,770,587 $ 6,024,798 Non-Current Liabilities Operating lease liabilities - Non-current $ - $ 182,380 $ 182,380 Total Non-Current Liabilities $ - $ 182,380 $ 182,380 Commitments and Contingencies - - - Temporary equity: Class A common stock subject to possible redemption; 1,976,036 10.35 $ 20,457,011 $ - $ 20,457,011 Stockholders’ Equity Preferred stock, $ 0.001 10,000,000 none - - - Common stock, $ 0.0001 50,000,000 16,223,301 10,000 - 1 1 Class A common stock, $ 0.0001 50,000,000 0 473,750 47 - 47 Class B common stock, $ 0.0001 50,000,000 0 2,156,250 216 - 216 Common stock value 216 - 216 Additional paid in capital - 9 9 Accumulated other comprehensive loss - (197,041 ) (197,041 ) Accumulated deficit (1,984,319 ) (781,084 ) (2,765,403 ) Total Stockholders’ Equity $ (1,984,056 ) $ (978,115 ) $ (2,962,171 ) Non-controlling interests - 8,666 8,666 Total Stockholders’ Deficit (1,984,056 ) (969,449 ) (2,953,505 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 21,727,166 $ 1,983,518 $ 23,710,684 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | The components of property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET Total June 30, 2024 Office Equipment $ 37,951 Furniture and Fittings 42,399 Kitchen Equipment 27,687 Operating Equipment 8,296 Leasehold Improvements 138,738 Depreciation: Office equipment (29,308 ) Furniture and Fittings (36,677 ) Kitchen Equipment (11,164 ) Operating Equipment (4,321 ) Leasehold Improvements (56,168 ) Total, net $ 117,433 December 31, 2023 Office Equipment $ 30,861 Furniture and Fittings 46,376 Kitchen Equipment 23,044 Operating Equipment 8,522 Leasehold Improvements 122,083 Depreciation: Office Equipment (15,848 ) Furniture and Fittings (31,518 ) Kitchen Equipment (8,368 ) Operating Equipment (3,373 ) Leasehold Improvements (42,549 ) Total, net $ 129,230 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS | Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of June 30, 2024: SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value June 30, 2024 Assets Warrants – SHRG $ - $ 137,500 $ - $ 137,500 Convertible loans receivable – SHRG - 868,593 - $ 868,593 Total Investment in securities at Fair Value $ - $ 1,006,093 $ - $ 1,006,093 |
SCHEDULE OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS | The fair value of the SHRG warrants under level 2 category as of June 30, 2024 was calculated using a binomial option pricing model valued with the following weighted average assumptions: SCHEDULE OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS June 30, 2024 Stock price $ 0.0020 Exercise price $ 0.0012 Risk free interest rate 4.40 % Annualized volatility 141.48 % Dividend Yield $ 0.00 % Year to maturity 4.71 Warrants measurement input 4.71 The Company has elected to recognize the convertible loan at fair value and therefore there was no further evaluation of embedded features for bifurcation. The Company engaged third party valuation firm to perform the valuation of convertible loans. The fair value of the convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash flow with the following assumptions: March 18, 2024 May 9, 2024 June 6, 2024 June 30, 2024 CN# 1 2 3 Issued date March 18, 2024 May 9, 2024 June 6, 2024 Risk-free interest rate 4.608 % 4.579 % 4.564 % Expected life 2.71 2.86 2.93 Discount rate 6.00 % 8.00 % 8.00 % Expected volatility 141.662 % 141.662 % 141.662 % Expected dividend yield 0 % 0 % 0 % Debt measurement input 0 % 0 % 0 % Fair value $ 310,362 $ 282,486 $ 275,745 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes the warrant activity for the six months ended June 30, 2024 and 2023. SCHEDULE OF WARRANT ACTIVITY Warrant for Weighted Remaining Contractual Aggregate Common Average Term Intrinsic Shares Exercise Price (Years) Value Warrants Outstanding as of December 31, 2023 4,549,375 $ 11.5 4.53 $ - Warrants Vested and exercisable at December 31, 2023 4,549,375 $ 11.5 4.53 $ - Granted - - Exercised - - Forfeited, cancelled, expired (5 ) - Warrants Outstanding as of June 30, 2024 4,549,370 $ 11.5 4.53 $ - Warrants Vested and exercisable at June 30, 2024 4,549,370 $ 11.5 4.53 $ - Warrant for Weighted Remaining Contractual Aggregate Common Average Term Intrinsic Shares Exercise Price (Years) Value Warrants Outstanding as of December 31, 2022 4,549,375 $ 11.5 5.53 $ - Warrants Vested and exercisable at December 31, 2022 4,549,375 $ 11.5 5.53 $ - Granted - - Exercised - - Forfeited, cancelled, expired - - Warrants Outstanding as of June 30, 2023 4,549,375 $ 11.5 5.53 $ - Warrants Vested and exercisable at June 30, 2023 4,549,375 $ 11.5 5.53 $ - |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES | SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES June 30, 2024 December 31, 2023 Right-of-use assets $ 570,325 $ 598,508 Lease liabilities - current $ 384,817 $ 429,687 Lease liabilities - non-current 198,300 182,380 Total lease liabilities $ 583,117 $ 612,067 |
SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS | As of June 30, 2024, the aggregate future minimum rental payments under non-cancelable agreements are as follows: SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS Maturity of Lease Liabilities Total 12 months ended June 30, 2025 $ 401,688 12 months ended June 30, 2026 166,196 12 months ended June 30, 2027 37,156 Total undiscounted lease payments $ 605,040 Less: Imputed interest (21,923 ) Present value of lease liabilities $ 583,117 Operating lease liabilities - Current 384,817 Operating lease liabilities - Non-current $ 198,300 |
DISAGGREGATION OF REVENUE (Tabl
DISAGGREGATION OF REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | Selected financial information of the Company’s operating revenue for disaggregated revenue purposes by revenue source are as follows: Product sales only represent sales to members, not third parties who are not members. SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Three Months Membership Fee $ - $ - Product Sales - 6 Food and Beverage 334,882 195,192 Total $ 334,882 $ 195,198 Revenue $ 334,882 $ 195,198 Six Months Six Months Membership Fee $ - $ 12,583 Product Sales - 209 Food and Beverage 620,992 382,968 Total $ 620,992 $ 395,760 Revenue $ 620,992 $ 395,760 |
INVESTMENT IN ASSOCIATE & CON_2
INVESTMENT IN ASSOCIATE & CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Ketomei Pte. Ltd [Member] | |
SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY | SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY December 31, 2023 Additions Loss on Impairment June 30, 2024 Investment in associate, related party $ - $ 14,744 $ (14,744 ) $ - $ - Convertible note receivable, related party - 42,328 - (42,328 ) - Total $ - $ 57,072 $ (14,744 ) $ (42,328 ) $ - December 31, Additions Loss on Impairment June 30, 2023 Investment in associate, related party $ 155,369 $ 52,605 $ (63,645 ) $ - $ 144,329 Convertible note receivable, related party 198,125 59,267 - - 257,392 Total $ 353,494 $ 111,872 $ (63,645 ) $ - $ 401,721 |
Sharing Services Global Corporation [Member] | |
SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY | SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY December 31, Additions Unrealized June 30, Convertible note receivable - related party $ - $ 750,000 $ 118,593 $ 868,593 Total $ - $ 750,000 $ 118,593 $ 868,593 |
CHANGE IN FISCAL YEAR (Tables)
CHANGE IN FISCAL YEAR (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Change In Fiscal Year | |
SCHEDULE OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS | SCHEDULE OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS December 31, 2023 ASSETS Current assets: Cash $ 280,398 Other current assets 100,000 Total current assets 380,398 Cash and marketable securities held in Trust Account 21,346,768 Total assets $ 21,727,166 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued expenses $ 30,156 Extension Loan – Related Party 205,305 Total current liabilities 235,461 Deferred underwriting compensation 3,018,750 Total liabilities 3,254,211 Commitments and contingencies - Temporary equity: Class A common stock subject to possible redemption; 1,976,036 10.35 20,457,011 Stockholders’ deficit: Preferred stock, $ 0.0001 1,000,000 none - Class A common stock, $ 0.0001 50,000,000 473,750 1,976,036 47 Class B common stock, $ 0.0001 5,000,000 2,156,250 216 Common stock, value 216 Accumulated deficit (1,984,319 ) Total stockholders’ deficit (1,984,056 ) Total liabilities and stockholders’ deficit $ 21,727,166 HWH INTERNATIONAL INC. (Formerly known as Alset Capital Acquisition Corp.) CONSOLIDATED STATEMENTS OF OPERATIONS For the One Month Ended December 31, 2023 EXPENSES Administration fee - related party $ 10,000 General and administrative 610,841 TOTAL EXPENSES 610,841 OTHER INCOME Investment income earned on cash and marketable securities held in Trust Account 94,130 Other Income 155,763 TOTAL OTHER INCOME 249,893 Pre-tax loss 370,948 Income tax expense - Net loss $ 370,948 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | ||||
Sep. 09, 2022 | Mar. 31, 2024 | Jun. 30, 2024 | Jan. 09, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Consideration paid value | $ 25 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Consideration paid value | $ (1,344) | ||||
Consideration paid shares | 13,433,858 | ||||
HWH International Inc [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Shares issued price per share | $ 10.10 | ||||
HWH International Inc [Member] | Common Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Consideration paid shares | 12,500,000 | ||||
Merger Agreement [Member] | HWH International Inc [Member] | Common Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Consideration paid value | $ 125,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Consideration paid shares | 12,500,000 | ||||
Shares issued price per share | $ 10 |
SCHEDULE OF PRODUCT SALES AND R
SCHEDULE OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Product Information [Line Items] | ||||
Revenue returns | $ 1,143 | |||
Revenue return | (1,143) | |||
Membership [Member] | ||||
Product Information [Line Items] | ||||
Revenue returns | 1,143 | |||
Revenue return | (1,143) | |||
Product [Member] | ||||
Product Information [Line Items] | ||||
Revenue returns | ||||
Revenue return |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Prepaid sales commission, beginning balance | $ 6,839 | $ 6,839 | |
Movement for the period | (6,839) | ||
Prepaid sales commission, ending balance | |||
Deferred revenue, beginning balance | 21,198 | 21,198 | |
Movement for the period | $ (20,573) | (21,198) | |
Deferred revenue, ending balance |
SCHEDULE OF COST OF REVENUE (De
SCHEDULE OF COST OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Product Information [Line Items] | ||||
Total of Cost of revenue | $ 169,969 | $ 73,620 | $ 292,782 | $ 151,389 |
Finished Goods [Member] | ||||
Product Information [Line Items] | ||||
Total of Cost of revenue | 127,704 | 36,664 | 206,211 | 72,777 |
Related Shipping [Member] | ||||
Product Information [Line Items] | ||||
Total of Cost of revenue | 1,420 | 2,420 | 3,695 | 4,797 |
Handling Fee [Member] | ||||
Product Information [Line Items] | ||||
Total of Cost of revenue | 12,550 | 5,855 | 23,477 | 9,892 |
Contractor Fee [Member] | ||||
Product Information [Line Items] | ||||
Total of Cost of revenue | 8,366 | 10,412 | 20,221 | 14,436 |
Franchise [Member] | ||||
Product Information [Line Items] | ||||
Total of Cost of revenue | 4,547 | 3,770 | 9,500 | 8,745 |
Sales Commission [Member] | ||||
Product Information [Line Items] | ||||
Total of Cost of revenue | 74 | 822 | 308 | 12,690 |
Depreciation [Member] | ||||
Product Information [Line Items] | ||||
Total of Cost of revenue | $ 15,456 | $ 13,677 | $ 29,986 | $ 28,052 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2024 | Jan. 09, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 24, 2024 | Dec. 31, 2023 | Mar. 21, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||||
Common stock, voting rights | more than 50% of the voting common stock | ||||||||
Sale of fixed assets | $ (5,820) | $ 5,820 | |||||||
Gain on Termination of Lease | 246 | ||||||||
Cash | 821,353 | $ 821,353 | 821,353 | $ 1,159,201 | $ 183,311 | ||||
Cash equivalents | 0 | 0 | 0 | 0 | |||||
Investment held in treasury | 21,346,768 | ||||||||
Revenue returns | 1,143 | ||||||||
Value-added tax paid | 42,844 | 42,844 | $ 42,844 | 37,179 | |||||
Commission fee percentage | 25% | ||||||||
Advertising expense | 4,324 | 112 | $ 6,566 | $ 1,209 | |||||
Potentially dilutive underlying rights | 909,875 | ||||||||
Non-controlling interests | $ 112,297 | 112,297 | $ 112,297 | $ 8,666 | |||||
Aggregate credit line | $ 1,000,000 | ||||||||
Warrant [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Potentially dilutive underlying rights | 4,549,370 | 4,549,375 | |||||||
Product [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue returns | |||||||||
Membership [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue returns | 1,143 | ||||||||
Food and Beverage [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue returns | $ 334,882 | $ 195,198 | $ 620,992 | $ 383,177 | |||||
Office Equipment [Member] | Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Useful lives | 3 years | 3 years | 3 years | ||||||
Office Equipment [Member] | Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Useful lives | 5 years | 5 years | 5 years | ||||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Useful lives | 3 years | 3 years | 3 years | ||||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Useful lives | 5 years | 5 years | 5 years | ||||||
Kitchen Equipment [Member] | Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Useful lives | 3 years | 3 years | 3 years | ||||||
Kitchen Equipment [Member] | Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Useful lives | 5 years | 5 years | 5 years | ||||||
Operating Equipment [Member] | Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Useful lives | 3 years | 3 years | 3 years | ||||||
Operating Equipment [Member] | Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Useful lives | 5 years | 5 years | 5 years | ||||||
Leasehold Improvements [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] | Useful Life, Lease Term [Member] | Useful Life, Lease Term [Member] | ||||||
Common Class A [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of shares redeemed | 1,942,108 | ||||||||
Amount held in trust account | $ 21,000,000 | ||||||||
HWH World Inc [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue from subsidiary percent | 0% | 3% | |||||||
F&B Business [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue from subsidiary percent | 100% | 97% | |||||||
Alset F&B One Pte. Ltd Business [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue from subsidiary percent | 37% | 47% | |||||||
Hapi Cafe Korea Inc [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue from subsidiary percent | 5% | 7% | |||||||
Hapi Cafe SG Pte. Ltd [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue from subsidiary percent | 19% | 22% | |||||||
Alset F And B Pte. Ltd Business [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue from subsidiary percent | 13% | 21% | |||||||
Ketomei Pte. Ltd [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Revenue from subsidiary percent | 26% | 0% |
SCHEDULE OF RESTATED CONSOLIDAT
SCHEDULE OF RESTATED CONSOLIDATED STATEMENT OF OPERATIONS AND OTHER COMPERHENSIVE LOSS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | ||||||
Total revenue | $ 334,882 | $ 195,198 | $ 620,992 | $ 395,760 | ||
Cost of revenue | ||||||
Total cost of revenue | (169,969) | (73,620) | (292,782) | (151,389) | ||
Gross profit | 164,913 | 121,578 | 328,210 | 244,371 | ||
Operating expenses: | ||||||
General and administrative expenses | (654,740) | (582,466) | (1,783,931) | (1,318,857) | ||
Total Operating expenses | (654,740) | (582,466) | (2,150,123) | (1,318,857) | ||
Other income (expenses) | ||||||
Other income | 90,387 | 574,438 | 168,400 | 1,574,404 | ||
Unrealized gain on related party transactions | 34,498 | (11,332) | (15,073) | 2,521 | ||
Loss on equity method investment, related party | (10,446) | (14,744) | (63,645) | |||
Total Other income | 86,186 | 552,660 | 81,753 | 1,513,280 | ||
(Loss) income before provision for income taxes | (403,641) | 91,772 | (1,740,160) | 438,794 | ||
Provision for income taxes | (154,707) | (329,880) | ||||
Net (loss) income | (403,641) | $ (1,336,519) | (62,935) | $ 171,849 | (1,740,160) | 108,914 |
Less: Net profit attributable to Non-Controlling Interests | (15,718) | 1,478 | (15,399) | 2,200 | ||
Net (loss) / income | (387,923) | (64,413) | (1,724,761) | 106,714 | ||
Other comprehensive (loss) income: | ||||||
Foreign exchange translation adjustment | (151,246) | 15,512 | (64,428) | 74,355 | ||
Total Other comprehensive income, net of tax: | (151,246) | 15,512 | (64,428) | 74,355 | ||
Total Comprehensive (loss) / income attributable to common stockholders | (539,169) | (48,901) | (1,789,189) | 181,069 | ||
Membership [Member] | ||||||
Revenue | ||||||
Total revenue | 12,583 | |||||
Cost of revenue | ||||||
Total cost of revenue | (822) | (12,690) | ||||
Non Membership [Member] | ||||||
Revenue | ||||||
Total revenue | 334,882 | 195,198 | 620,992 | 383,177 | ||
Cost of revenue | ||||||
Total cost of revenue | $ (169,969) | $ (72,798) | $ (292,782) | (138,699) | ||
Merger with HWH International Inc (Nevada Corporation) [Member] | ||||||
Revenue | ||||||
Total revenue | 395,760 | |||||
Cost of revenue | ||||||
Total cost of revenue | (151,389) | |||||
Gross profit | 244,371 | |||||
Operating expenses: | ||||||
General and administrative expenses | (926,249) | |||||
Total Operating expenses | (926,249) | |||||
Other income (expenses) | ||||||
Other income | 100,006 | |||||
Unrealized gain on related party transactions | 2,521 | |||||
Loss on equity method investment, related party | (63,645) | |||||
Total Other income | 38,882 | |||||
(Loss) income before provision for income taxes | (642,966) | |||||
Provision for income taxes | ||||||
Net (loss) income | (642,996) | |||||
Less: Net profit attributable to Non-Controlling Interests | 2,200 | |||||
Net (loss) / income | (645,196) | |||||
Other comprehensive (loss) income: | ||||||
Foreign exchange translation adjustment | 74,355 | |||||
Total Other comprehensive income, net of tax: | 74,355 | |||||
Total Comprehensive (loss) / income attributable to common stockholders | (570,841) | |||||
Merger with HWH International Inc (Nevada Corporation) [Member] | Membership [Member] | ||||||
Revenue | ||||||
Total revenue | 12,583 | |||||
Cost of revenue | ||||||
Total cost of revenue | (12,690) | |||||
Merger with HWH International Inc (Nevada Corporation) [Member] | Non Membership [Member] | ||||||
Revenue | ||||||
Total revenue | 383,177 | |||||
Cost of revenue | ||||||
Total cost of revenue | (138,699) | |||||
Previously Reported [Member] | ||||||
Revenue | ||||||
Total revenue | ||||||
Cost of revenue | ||||||
Total cost of revenue | ||||||
Gross profit | ||||||
Operating expenses: | ||||||
General and administrative expenses | (392,608) | |||||
Total Operating expenses | (392,608) | |||||
Other income (expenses) | ||||||
Other income | 1,474,398 | |||||
Unrealized gain on related party transactions | ||||||
Loss on equity method investment, related party | ||||||
Total Other income | 1,474,398 | |||||
(Loss) income before provision for income taxes | 1,081,790 | |||||
Provision for income taxes | (329,880) | |||||
Net (loss) income | 751,910 | |||||
Less: Net profit attributable to Non-Controlling Interests | ||||||
Net (loss) / income | 751,910 | |||||
Other comprehensive (loss) income: | ||||||
Foreign exchange translation adjustment | ||||||
Total Other comprehensive income, net of tax: | ||||||
Total Comprehensive (loss) / income attributable to common stockholders | 751,910 | |||||
Previously Reported [Member] | Membership [Member] | ||||||
Revenue | ||||||
Total revenue | ||||||
Cost of revenue | ||||||
Total cost of revenue | ||||||
Previously Reported [Member] | Non Membership [Member] | ||||||
Revenue | ||||||
Total revenue | ||||||
Cost of revenue | ||||||
Total cost of revenue |
SCHEDULE OF RESTATED CONSOLID_2
SCHEDULE OF RESTATED CONSOLIDATED BALANCE SHEETS (Details) - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||||||
Cash | $ 821,353 | $ 1,159,201 | ||||
Account receivable, net | 25,723 | 28,611 | $ 16,649 | $ 9,070 | ||
Inventory | 1,460 | 1,977 | ||||
Other receivables, net | 107,034 | 41,203 | ||||
Prepaid expenses | 14,921 | 106,862 | ||||
Total Current Assets | 1,976,584 | 1,337,854 | ||||
Non-Current Assets | ||||||
Property and equipment, net | 117,433 | 129,230 | ||||
Cash and marketable securities held in Trust Account | 21,346,768 | |||||
Deposits | 389,928 | 298,324 | ||||
Operating lease right-of-use assets, net | 570,325 | 598,508 | ||||
Total Non-Current Assets | 1,091,696 | 22,372,830 | ||||
TOTAL ASSETS | 3,068,280 | 23,710,684 | ||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | 525,552 | 167,355 | ||||
Accrued commissions | 77,906 | 85,206 | ||||
Operating lease liabilities - current | 384,817 | 429,687 | ||||
Deferred underwriting fee payable | 3,018,750 | |||||
Total Current Liabilities | 5,421,944 | 6,024,798 | ||||
Non-Current Liabilities | ||||||
Operating lease liabilities - Non-current | 198,300 | 182,380 | ||||
Total Non-Current Liabilities | 1,145,799 | 182,380 | ||||
Commitments and Contingencies | ||||||
Temporary equity: | ||||||
Class A common stock subject to possible redemption; 1,976,036 shares (at approximately $10.35 per share) as of December 31, 2023 | 20,457,011 | |||||
Stockholders’ Equity | ||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2023 | ||||||
Common stock value | 1,623 | 1 | ||||
Additional paid in capital | 1,138,250 | 9 | ||||
Accumulated other comprehensive loss | (261,469) | (197,041) | ||||
Accumulated deficit | (4,490,164) | (2,765,403) | ||||
Total HWH International Inc. Stockholders’ deficit | (3,611,760) | (2,962,171) | ||||
Non-controlling interests | 112,297 | 8,666 | ||||
Total Stockholders’ Deficit | (3,499,463) | $ (2,967,999) | (2,953,505) | $ (2,183,356) | $ (1,574,742) | $ (1,805,434) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 3,068,280 | 23,710,684 | ||||
Common Class A [Member] | ||||||
Stockholders’ Equity | ||||||
Common stock value | 47 | |||||
Common Class B [Member] | ||||||
Stockholders’ Equity | ||||||
Common stock value | 216 | |||||
Related Party [Member] | ||||||
Current Liabilities | ||||||
Due to related parties, net | $ 4,192,369 | 2,323,800 | ||||
Merger with HWH International Inc (Nevada Corporation) [Member] | ||||||
Current Assets | ||||||
Cash | 878,803 | |||||
Account receivable, net | 28,611 | |||||
Inventory | 1,977 | |||||
Other receivables, net | 41,203 | |||||
Prepaid expenses | 6,862 | |||||
Total Current Assets | 957,456 | |||||
Non-Current Assets | ||||||
Property and equipment, net | 129,230 | |||||
Cash and marketable securities held in Trust Account | ||||||
Deposits | 298,324 | |||||
Operating lease right-of-use assets, net | 598,508 | |||||
Total Non-Current Assets | 1,026,062 | |||||
TOTAL ASSETS | 1,983,518 | |||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | 137,199 | |||||
Accrued commissions | 85,206 | |||||
Operating lease liabilities - current | 429,687 | |||||
Deferred underwriting fee payable | ||||||
Total Current Liabilities | 2,770,587 | |||||
Non-Current Liabilities | ||||||
Operating lease liabilities - Non-current | 182,380 | |||||
Total Non-Current Liabilities | 182,380 | |||||
Commitments and Contingencies | ||||||
Temporary equity: | ||||||
Class A common stock subject to possible redemption; 1,976,036 shares (at approximately $10.35 per share) as of December 31, 2023 | ||||||
Stockholders’ Equity | ||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2023 | ||||||
Common stock value | 1 | |||||
Additional paid in capital | 9 | |||||
Accumulated other comprehensive loss | (197,041) | |||||
Accumulated deficit | (781,084) | |||||
Total HWH International Inc. Stockholders’ deficit | (978,115) | |||||
Non-controlling interests | 8,666 | |||||
Total Stockholders’ Deficit | (969,449) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 1,983,518 | |||||
Merger with HWH International Inc (Nevada Corporation) [Member] | Common Class A [Member] | ||||||
Stockholders’ Equity | ||||||
Common stock value | ||||||
Merger with HWH International Inc (Nevada Corporation) [Member] | Common Class B [Member] | ||||||
Stockholders’ Equity | ||||||
Common stock value | ||||||
Merger with HWH International Inc (Nevada Corporation) [Member] | Related Party [Member] | ||||||
Current Liabilities | ||||||
Due to related parties, net | 2,118,495 | |||||
Previously Reported [Member] | ||||||
Current Assets | ||||||
Cash | 280,398 | |||||
Account receivable, net | ||||||
Inventory | ||||||
Other receivables, net | ||||||
Prepaid expenses | 100,000 | |||||
Total Current Assets | 380,398 | |||||
Non-Current Assets | ||||||
Property and equipment, net | ||||||
Cash and marketable securities held in Trust Account | 21,346,768 | |||||
Deposits | ||||||
Operating lease right-of-use assets, net | ||||||
Total Non-Current Assets | 21,346,768 | |||||
TOTAL ASSETS | 21,727,166 | |||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | 30,156 | |||||
Accrued commissions | ||||||
Operating lease liabilities - current | ||||||
Deferred underwriting fee payable | 3,018,750 | |||||
Total Current Liabilities | 3,254,211 | |||||
Non-Current Liabilities | ||||||
Operating lease liabilities - Non-current | ||||||
Total Non-Current Liabilities | ||||||
Commitments and Contingencies | ||||||
Temporary equity: | ||||||
Class A common stock subject to possible redemption; 1,976,036 shares (at approximately $10.35 per share) as of December 31, 2023 | 20,457,011 | |||||
Stockholders’ Equity | ||||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2023 | ||||||
Common stock value | ||||||
Additional paid in capital | ||||||
Accumulated other comprehensive loss | ||||||
Accumulated deficit | (1,984,319) | |||||
Total HWH International Inc. Stockholders’ deficit | (1,984,056) | |||||
Non-controlling interests | ||||||
Total Stockholders’ Deficit | (1,984,056) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 21,727,166 | |||||
Previously Reported [Member] | Common Class A [Member] | ||||||
Stockholders’ Equity | ||||||
Common stock value | 47 | |||||
Previously Reported [Member] | Common Class B [Member] | ||||||
Stockholders’ Equity | ||||||
Common stock value | 216 | |||||
Previously Reported [Member] | Related Party [Member] | ||||||
Current Liabilities | ||||||
Due to related parties, net | $ 205,305 |
SCHEDULE OF RESTATED CONSOLID_3
SCHEDULE OF RESTATED CONSOLIDATED BALANCE SHEETS (Details) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 16,223,301 | 10,000 |
Common stock, shares outstanding | 16,223,301 | 10,000 |
Common Class A [Member] | ||
Business Acquisition [Line Items] | ||
Temporary equity, shares subject to possible redemption | 1,976,036 | |
Temporary equity, redemption price per share | $ 10.35 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 473,750 |
Common stock, shares outstanding | 0 | 473,750 |
Common Class B [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 2,156,250 |
Common stock, shares outstanding | 0 | 2,156,250 |
MERGER WITH HWH INTERNATIONAL_3
MERGER WITH HWH INTERNATIONAL INC. (A NEVADA CORPORATION) (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 09, 2024 | Dec. 18, 2023 | Sep. 09, 2022 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | ||||
Exercised, shares | 8,591,072 | |||
Conversion of stock, shares converted | 2,156,250 | |||
Conversion of stock, shares issued | 1,972,896 | |||
Splits unit | 476,890 | |||
Number of shares issued | 909,875 | |||
Stock issued during period, value, other | $ 1,509,390 | |||
Alset International Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Subsidiary, ownership percentage, parent | 26% | |||
Alset Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Subsidiary, ownership percentage, parent | 32% | |||
Third Party [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued during period, shares, other | 149,443 | |||
Stock issued during period, value, other | $ 1,509,375 | |||
Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration paid shares | 13,433,858 | |||
Stock issued during period, shares, other | 149,443 | |||
Stock issued during period, value, other | $ 15 | |||
HWH International Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued during period, shares, other | 149,443 | 149,443 | ||
HWH International Inc [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration paid shares | 12,500,000 | |||
Class A Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock, shares converted | 1,972,896 | |||
Conversion of stock, shares issued | 2,156,250 | |||
Class B Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion of stock, shares issued | 2,156,250 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||||
Accounts receivable ,net | $ 25,723 | $ 28,611 | $ 16,649 | $ 9,070 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Inventory Disclosure [Abstract] | |||
Inventory | $ 1,460 | $ 1,977 | |
Slow-moving or obsolete inventory | $ 0 | $ 0 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 117,433 | $ 129,230 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 37,951 | 30,861 |
Property and equipment, depreciation | (29,308) | (15,848) |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 42,399 | 46,376 |
Property and equipment, depreciation | (36,677) | (31,518) |
Kitchen Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 27,687 | 23,044 |
Property and equipment, depreciation | (11,164) | (8,368) |
Operating Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,296 | 8,522 |
Property and equipment, depreciation | (4,321) | (3,373) |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 138,738 | 122,083 |
Property and equipment, depreciation | $ (56,168) | $ (42,549) |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expenses | $ 15,566 | $ 13,884 | $ 30,209 | $ 28,475 | |
Loss on disposal of plant property and equipment | $ 5,820 | $ (5,820) | |||
Office Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Disposal of office equipment | 7,351 | ||||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Disposal of office equipment | $ 2,755 |
INVESTMENTS AT COST (Details Na
INVESTMENTS AT COST (Details Narrative) - USD ($) | May 23, 2024 | Mar. 14, 2024 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Number of shares issued for subcription | 19,000 | |
Percentage of subscription | 19% | |
Subscription Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Subscription fee | $ 14,010 |
ACCRUED COMMISSIONS (Details Na
ACCRUED COMMISSIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Sales Commission [Member] | ||||
Sales commission payable | $ 74 | $ 822 | $ 308 | $ 12,690 |
DUE TO ALSET INC (Details Narra
DUE TO ALSET INC (Details Narrative) - USD ($) | Jun. 30, 2024 | Apr. 24, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 1,000,000 | ||
Credit Facility Agreement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 1,000,000 | ||
Line of credit | $ 300,000 | ||
Accrued interest | 1,044 | ||
Alset Inc [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Current liability | $ 503,659 | $ 202,645 |
DUE TO_FROM RELATED PARTIES (De
DUE TO/FROM RELATED PARTIES (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jul. 06, 2023 | Jun. 05, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
General and administrative charge | $ 0 | $ 60,000 | |||
Share Price | $ 10 | ||||
Extension loan | $ 0 | $ 205,305 | $ 69,158 | $ 68,928 | |
Alset International Ltd [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Due to related parties | 3,501,759 | 1,729,901 | |||
Alset Business Development Pte. Ltd [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Due to related parties | 179,026 | 184,507 | |||
BMI Capital Partners International Ltd [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Due to related parties | 2,925 | $ 1,442 | |||
Alset Management Group Inc [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Sponsor fees | 10,000 | ||||
Sponsor [Member] | Working Capital Loan [Member] | Maximum [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Repayments of related party debt | $ 1,500,000 |
SCHEDULE OF FINANCIAL ASSETS ME
SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) | Jun. 30, 2024 USD ($) |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | $ 1,006,093 |
Fair Value, Inputs, Level 1 [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | |
Fair Value, Inputs, Level 2 [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | 1,006,093 |
Fair Value, Inputs, Level 3 [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | |
Warrant [Member] | Sharing Services Global Corp [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | 137,500 |
Warrant [Member] | Sharing Services Global Corp [Member] | Fair Value, Inputs, Level 1 [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | |
Warrant [Member] | Sharing Services Global Corp [Member] | Fair Value, Inputs, Level 2 [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | 137,500 |
Warrant [Member] | Sharing Services Global Corp [Member] | Fair Value, Inputs, Level 3 [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | |
Convertible Loans Receivable [Member] | Sharing Services Global Corp [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | 868,593 |
Convertible Loans Receivable [Member] | Sharing Services Global Corp [Member] | Fair Value, Inputs, Level 1 [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | |
Convertible Loans Receivable [Member] | Sharing Services Global Corp [Member] | Fair Value, Inputs, Level 2 [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value | 868,593 |
Convertible Loans Receivable [Member] | Sharing Services Global Corp [Member] | Fair Value, Inputs, Level 3 [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Total Investment in securities at Fair Value |
SCHEDULE OF FAIR VALUE WEIGHTED
SCHEDULE OF FAIR VALUE WEIGHTED AVERAGE ASSUMPTIONS (Details) | Jun. 06, 2024 USD ($) | May 09, 2024 USD ($) | Mar. 18, 2024 USD ($) | Jun. 30, 2024 |
Convertible Debt [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value | $ 275,745 | $ 282,486 | $ 310,362 | |
Measurement Input, Share Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0.0020 | |||
Measurement Input, Exercise Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0.0012 | |||
Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 4.40 | |||
Measurement Input, Risk Free Interest Rate [Member] | Convertible Debt [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt measurement input | 0.04564 | 0.04579 | 0.04608 | |
Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 141.48 | |||
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt measurement input | 1.41662 | 1.41662 | 1.41662 | |
Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 0 | |||
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt measurement input | 0 | 0 | 0 | |
Measurement Input, Expected Term [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants measurement input | 4.71 | |||
Measurement Input, Expected Term [Member] | Convertible Debt [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected life | 2 years 11 months 4 days | 2 years 10 months 9 days | 2 years 8 months 15 days | |
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt measurement input | 0.0800 | 0.0800 | 0.0600 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||||||||||||||
Jun. 30, 2024 USD ($) $ / shares | Jun. 06, 2024 USD ($) shares | May 09, 2024 USD ($) shares | Mar. 20, 2024 USD ($) $ / shares shares | Aug. 31, 2023 USD ($) | Jul. 28, 2022 SGD ($) | Mar. 21, 2022 USD ($) | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Feb. 20, 2024 USD ($) | Feb. 20, 2024 SGD ($) | Dec. 31, 2023 USD ($) | Oct. 31, 2023 USD ($) | Oct. 26, 2023 USD ($) | Aug. 04, 2022 USD ($) | Jul. 28, 2022 $ / shares | Jun. 10, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Paid in cash | $ 821,353 | $ 183,311 | $ 821,353 | $ 821,353 | $ 1,159,201 | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||
Revenue | $ 334,882 | $ 195,198 | $ 620,992 | $ 395,760 | |||||||||||||||
Other income | 90,387 | 574,438 | 168,400 | 1,574,404 | |||||||||||||||
Food and Beverage [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Revenue | 334,882 | 195,192 | 620,992 | 382,968 | |||||||||||||||
Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Accounts receivable, net | $ 10,502 | 10,502 | 10,502 | $ 7,405 | |||||||||||||||
Other income | 1,603 | 1,667 | 3,257 | 3,390 | |||||||||||||||
Related Party [Member] | Food and Beverage [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Revenue | 1,974 | $ 1,475 | 3,313 | $ 2,780 | |||||||||||||||
Ketomei [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt conversion original debt amount | $ 43,254 | ||||||||||||||||||
Debt interest rate | 3.50% | 55.65% | 55.65% | 0% | |||||||||||||||
Ketomei [Member] | Convertible Debt [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Loan paid | 21,134 | 21,134 | 21,134 | ||||||||||||||||
Convertible loan amount | 15,865 | $ 36,634 | 15,865 | 15,865 | $ 37,876 | ||||||||||||||
Convertible loan amount | 214,903 | ||||||||||||||||||
Expenses paid | 48,862 | ||||||||||||||||||
Hapi Cafe Inc [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt interest rate | 3.50% | 8% | |||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 8% | ||||||||||||||||||
Hapi Cafe Inc [Member] | Convertible Debt [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Convertible loan amount | 37,000 | $ 263,766 | 37,000 | 37,000 | $ 37,876 | $ 260,600 | |||||||||||||
Conversion price | $ / shares | $ 0.022 | ||||||||||||||||||
Sharing Services Global Corp [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Convertible notes interest payable | 8,589 | $ 8,589 | $ 8,589 | ||||||||||||||||
Convertible note | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||||||||
Convertible shares | shares | 125,000,000 | 125,000,000 | 208,333,333 | ||||||||||||||||
Warrants exercisable shares | shares | 208,333,333 | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.0012 | ||||||||||||||||||
Aggregate purchase price | $ 250,000 | ||||||||||||||||||
Aggregate purchase price | $ 250,000 | $ 250,000 | |||||||||||||||||
Convertible note interest percentage | 0.08 | 0.08 | |||||||||||||||||
Commitment fee percentage | 0.08 | 0.08 | |||||||||||||||||
DebtInstrument face amount | $ 20,000 | $ 20,000 | |||||||||||||||||
Commitment fee | $ 40,000 | ||||||||||||||||||
Ketomei Pte. Ltd [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Amount lent | $ 258,186 | $ 75,525 | |||||||||||||||||
Ownership percentage | 28% | 38.41% | 38.41% | ||||||||||||||||
Loan paid | $ 75,525 | ||||||||||||||||||
Accrued interest | $ 6,022 | ||||||||||||||||||
Ketomei [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Amount lent | $ 312,064 | ||||||||||||||||||
Ketomei [Member] | Convertible Debt [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Convertible loan amount | 312,064 | $ 420,000 | |||||||||||||||||
Convertible notes interest payable | $ 312,064 | $ 420,000 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants Outstanding, Beginning balance | 4,549,375 | 4,549,375 | 4,549,375 | |
Weighted Average Exercise Price Warrants Outstanding, Beginning | $ 11.5 | $ 11.5 | $ 11.5 | |
Remaining Contractual Term | 4 years 6 months 10 days | 5 years 6 months 10 days | 4 years 6 months 10 days | 5 years 6 months 10 days |
Aggregate Intrinsic Value, Beginning | ||||
Warrant for Common Shares, Warrants Vested and exercisable | 4,549,375 | 4,549,375 | ||
Weighted Average Exercise Price, Warrants Vested and exercisable | $ 11.5 | $ 11.5 | ||
Aggregate Intrinsic Value, Warrants Vested and exercisable | ||||
Warrant for Common Shares, Granted | ||||
Weighted Average Exercise Price, Granted | ||||
Warrant for Common Shares, Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Warrant for Common Shares, Forfeited, cancelled, expired | (5) | |||
Weighted Average Exercise Price, Forfeited, cancelled, expired | ||||
Warrants Outstanding, ending balance | 4,549,370 | 4,549,375 | 4,549,375 | 4,549,375 |
Weighted Average Exercise Price Warrants Outstanding, Ending | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 |
Aggregate Intrinsic Value, Ending | ||||
Warrant for Common Shares, Warrants Vested and exercisable | 4,549,370 | 4,549,375 | ||
Weighted average remaining contractual life Warrants Vested and exercisable | $ 11.5 | $ 11.5 | ||
Remaining Contractual Term, Warrants Vested and exercisable | 4 years 6 months 10 days | 5 years 6 months 10 days | ||
Aggregate Intrinsic Value, Warrants Vested and exercisable |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 09, 2024 | Dec. 18, 2023 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Capital stock authorized | 56,000,000 | |||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Warrant exercise price | $ 0.01 | |||||
Combination value | $ 325,000 | |||||
Share price | $ 10 | |||||
HWH International Inc [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Amount due | $ 3,018,750 | |||||
Combination value | $ 325,000 | |||||
Shares issued | 149,443 | 149,443 | ||||
Promissory note value | $ 1,184,375 | |||||
Shares Issued, Price Per Share | $ 10.10 | |||||
Proceeds from Issuance Initial Public Offering | $ 1,509,375 | |||||
Share price | $ 2.82 | |||||
Share issuance value | $ 421,429 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Capital stock authorized | 55,000,000 | |||||
Shares issued | 149,443 | |||||
Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Capital stock authorized | 1,000,000 | |||||
Warrant [Member] | Common Class A [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Sale of price per share | $ 18 |
SCHEDULE OF BALANCE SHEET INFOR
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
Right-of-use assets | $ 570,325 | $ 598,508 |
Lease liabilities - current | 384,817 | 429,687 |
Lease liabilities - non-current | 198,300 | 182,380 |
Total lease liabilities | $ 583,117 | $ 612,067 |
SCHEDULE OF AGGREGATE FUTURE MI
SCHEDULE OF AGGREGATE FUTURE MINIMUM RENTAL PAYMENTS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
12 months ended June 30, 2025 | $ 401,688 | |
12 months ended June 30, 2026 | 166,196 | |
12 months ended June 30, 2027 | 37,156 | |
Total undiscounted lease payments | 605,040 | |
Less: Imputed interest | (21,923) | |
Present value of lease liabilities | 583,117 | $ 612,067 |
Operating lease liabilities - Current | 384,817 | 429,687 |
Operating lease liabilities - non-current | $ 198,300 | $ 182,380 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||||
Gain loss on termination of lease | $ 246 | |||
Weighted-average remaining lease term | 1 year 6 months 14 days | 1 year 6 months 14 days | ||
Weighted-average discount rate | 3.81% | 3.81% | ||
Total lease expenses | $ 134,996 | $ 125,994 | $ 260,139 | $ 256,038 |
Operating leases | 132,789 | 142,698 | 257,000 | 286,907 |
Short-term lease expense | $ 6,878 | $ 1,742 | $ 10,319 | $ 2,348 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 334,882 | $ 195,198 | $ 620,992 | $ 395,760 |
Membership [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,583 | |||
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6 | 209 | ||
Food and Beverage [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 334,882 | $ 195,192 | $ 620,992 | $ 382,968 |
CONCENTRATION RISK (Details Nar
CONCENTRATION RISK (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Concentration Risk [Line Items] | |||||
Uninsured cash balances | $ 776,876 | $ 776,876 | $ 21,989,947 | ||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Five Suppliers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 44% | 58% | 82% | 61% |
SCHEDULE OF EQUITY METHOD INVES
SCHEDULE OF EQUITY METHOD INVESTMENT IN A RELATED PARTY (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Convertible Note Receivable Related Party [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Impairment | $ (42,328) | $ 0 |
Ketomei Pte. Ltd [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments, beginning balance | 353,494 | |
Additions | 57,072 | 111,872 |
Unrealized gain loss on investment | (14,744) | (63,645) |
Impairment | (42,328) | |
Equity method investments, ending balance | 401,721 | |
Ketomei Pte. Ltd [Member] | Investment In Associate Related Party [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments, beginning balance | 155,369 | |
Additions | 14,744 | 52,605 |
Unrealized gain loss on investment | (14,744) | (63,645) |
Impairment | ||
Equity method investments, ending balance | 144,329 | |
Ketomei Pte. Ltd [Member] | Convertible Note Receivable Related Party [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments, beginning balance | 198,125 | |
Additions | 42,328 | 59,267 |
Unrealized gain loss on investment | ||
Impairment | (42,328) | |
Equity method investments, ending balance | $ 257,392 | |
Sharing Services Global Corporation [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments, beginning balance | ||
Additions | 750,000 | |
Unrealized gain loss on investment | 118,593 | |
Equity method investments, ending balance | 868,593 | |
Sharing Services Global Corporation [Member] | Convertible Note Receivable Related Party [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments, beginning balance | ||
Additions | 750,000 | |
Unrealized gain loss on investment | 118,593 | |
Equity method investments, ending balance | $ 868,593 |
INVESTMENT IN ASSOCIATE & CON_3
INVESTMENT IN ASSOCIATE & CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY (Details Narrative) | 6 Months Ended | ||||||
Feb. 20, 2024 USD ($) | Feb. 20, 2024 SGD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Feb. 20, 2024 SGD ($) | Dec. 31, 2023 USD ($) | Mar. 21, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Impairment expenses | $ 42,328 | ||||||
Sharing Services Global Corporation [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment additions | 750,000 | ||||||
Equity method investment | 868,593 | ||||||
Equity method unrealized gain loss on investment | 118,593 | ||||||
Convertible Note Receivable Related Party [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Impairment | 42,328 | $ 0 | |||||
Convertible Note Receivable Related Party [Member] | Sharing Services Global Corporation [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment additions | 750,000 | ||||||
Equity method investment | 868,593 | ||||||
Equity method unrealized gain loss on investment | 15,835 | ||||||
Equity method unrealized gain loss on investment | 118,593 | ||||||
Convertible Note Receivable Related Party [Member] | Sharing Services Global Corporation [Member] | Additional Paid-in Capital [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method unrealized gain loss on investment | $ 134,428 | ||||||
Ketomei Pte. Ltd [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment additions | $ 312,064 | $ 420,000 | |||||
Ownership interest percentage | 38.41% | 38.41% | 28% | ||||
Additional ownership interest percentage | 55.65% | 55.65% | |||||
Ketomei [Member] | Convertible Debt [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Convertible loan amount | $ 312,064 | $ 420,000 | |||||
Convertible loan amount | $ 312,064 | $ 420,000 |
SCHEDULE OF CONSOLIDATED BALANC
SCHEDULE OF CONSOLIDATED BALANCE SHEETS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jul. 06, 2023 | Jun. 05, 2023 |
Current assets: | ||||
Cash | $ 821,353 | $ 1,159,201 | ||
Total Current Assets | 1,976,584 | 1,337,854 | ||
Cash and marketable securities held in Trust Account | 21,346,768 | |||
TOTAL ASSETS | 3,068,280 | 23,710,684 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 525,552 | 167,355 | ||
Extension Loan – Related Party | 0 | 205,305 | $ 69,158 | $ 68,928 |
Total Current Liabilities | 5,421,944 | 6,024,798 | ||
Commitments and contingencies | ||||
Temporary equity: | ||||
Class A common stock subject to possible redemption; 1,976,036 shares (at approximately $10.35 per share) as of December 31, 2023 | 20,457,011 | |||
Stockholders’ deficit: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
Common stock, value | 1,623 | 1 | ||
Accumulated deficit | (4,490,164) | (2,765,403) | ||
Total HWH International Inc. Stockholders’ deficit | (3,611,760) | (2,962,171) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 3,068,280 | 23,710,684 | ||
Common Class A [Member] | ||||
Stockholders’ deficit: | ||||
Common stock, value | 47 | |||
Common Class B [Member] | ||||
Stockholders’ deficit: | ||||
Common stock, value | 216 | |||
Alset, HWH and HWH Merger Sub Inc. [Member] | ||||
Current assets: | ||||
Cash | 280,398 | |||
Other current assets | 100,000 | |||
Total Current Assets | 380,398 | |||
Cash and marketable securities held in Trust Account | 21,346,768 | |||
TOTAL ASSETS | 21,727,166 | |||
Current liabilities: | ||||
Accounts payable and accrued expenses | 30,156 | |||
Extension Loan – Related Party | 205,305 | |||
Total Current Liabilities | 235,461 | |||
Deferred underwriting compensation | 3,018,750 | |||
Total liabilities | 3,254,211 | |||
Commitments and contingencies | ||||
Temporary equity: | ||||
Class A common stock subject to possible redemption; 1,976,036 shares (at approximately $10.35 per share) as of December 31, 2023 | 20,457,011 | |||
Stockholders’ deficit: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
Accumulated deficit | (1,984,319) | |||
Total HWH International Inc. Stockholders’ deficit | (1,984,056) | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 21,727,166 | |||
Alset, HWH and HWH Merger Sub Inc. [Member] | Common Class A [Member] | ||||
Stockholders’ deficit: | ||||
Common stock, value | 47 | |||
Alset, HWH and HWH Merger Sub Inc. [Member] | Common Class B [Member] | ||||
Stockholders’ deficit: | ||||
Common stock, value | $ 216 |
SCHEDULE OF CONSOLIDATED BALA_2
SCHEDULE OF CONSOLIDATED BALANCE SHEETS (Details) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Restructuring Cost and Reserve [Line Items] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 16,223,301 | 10,000 |
Common stock, shares outstanding | 16,223,301 | 10,000 |
Common Class A [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Temporary equity, shares subject to possible redemption | 1,976,036 | |
Temporary equity, redemption price per share | $ 10.35 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 473,750 |
Common stock, shares outstanding | 0 | 473,750 |
Common Class B [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 2,156,250 |
Common stock, shares outstanding | 0 | 2,156,250 |
Alset, HWH and HWH Merger Sub Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Alset, HWH and HWH Merger Sub Inc. [Member] | Common Class A [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Temporary equity, shares subject to possible redemption | 1,976,036 | |
Temporary equity, redemption price per share | $ 10.35 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 50,000,000 | |
Common stock, shares issued | 473,750 | |
Common stock, shares outstanding | 473,750 | |
Alset, HWH and HWH Merger Sub Inc. [Member] | Common Class B [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 5,000,000 | |
Common stock, shares issued | 2,156,250 | |
Common stock, shares outstanding | 2,156,250 |
SCHEDULE OF STATEMENTS OF OPERA
SCHEDULE OF STATEMENTS OF OPERATIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
EXPENSES | |||||
General and administrative | $ 654,740 | $ 582,466 | $ 1,783,931 | $ 1,318,857 | |
TOTAL EXPENSES | 654,740 | 582,466 | 2,150,123 | 1,318,857 | |
OTHER INCOME | |||||
Total Other income | 86,186 | 552,660 | 81,753 | 1,513,280 | |
(Loss) income before provision for income taxes | (403,641) | 91,772 | (1,740,160) | 438,794 | |
Income tax expense | (154,707) | (329,880) | |||
Net (loss) / income | $ (387,923) | $ (64,413) | $ (1,724,761) | $ 106,714 | |
Alset, HWH and HWH Merger Sub Inc. [Member] | |||||
EXPENSES | |||||
Administration fee - related party | $ 10,000 | ||||
General and administrative | 610,841 | ||||
TOTAL EXPENSES | 610,841 | ||||
OTHER INCOME | |||||
Investment income earned on cash and marketable securities held in Trust Account | 94,130 | ||||
Other Income | 155,763 | ||||
Total Other income | 249,893 | ||||
(Loss) income before provision for income taxes | 370,948 | ||||
Income tax expense | |||||
Net (loss) / income | $ 370,948 |