14. SUBSEQUENT EVENTS

The Company has evaluated all subsequent events and transactions through May 14, 2026, the date that the consolidated financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than noted below:

Satisfaction and Discharge of Indebtedness Agreement

On April 16, 2026, HWH International Inc. and D. Boral Capital, LLC (“D. Boral Capital”) entered into an amendment to certain Satisfaction and Discharge of Indebtedness Agreement dated December 18, 2023. Under the terms of the amendment, D. Boral Capital accepted a one-time payment of $500,000 from the Company as satisfaction of the Company’s further obligations and indebtedness under the Satisfaction and Discharge of Indebtedness Agreement and the promissory note in lieu of principal and interest otherwise owed and scheduled to be paid. The settlement for $500,000 was paid on April 20, 2026.

Term Sheet for Investment in Smart Dynamics Technology Limited

On May 5, 2026, HWH International Inc. entered into a term sheet with Smart Dynamics Technology Limited, a company incorporated in the British Virgin Islands (the “Investor”), pursuant to which HWH International has agreed to sell to the Investor, for an aggregate purchase price of $10,000,000:

(i) 20,000,000 newly issued unregistered shares of HWH International’s common stock; and

(ii) warrants to purchase 160,000,000 newly issued, unregistered shares of HWH International’s common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on the fourth anniversary of their issuance.