NOTE 10 — STOCKHOLDERS’ EQUITY

The total amount of authorized capital stock of the Company of 500,000,000 shares, consists of (a) 450,000,000 shares of common stock (the “Common Stock”), and (b) 50,000,000 shares of preferred stock (the “Preferred Stock”). As of June 30, 2026 and December 31, 2025, there were no shares of preferred stock outstanding.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants became exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of the Business Combination.

The Company will not be obligated to deliver any shares of 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 common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of 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 Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

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 sold in the Initial Public Offering except the Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain exceptions.

The following table summarizes the warrant activity for the six months ended June 30, 2026 and 2025.

 SCHEDULE OF WARRANT ACTIVITY

Public Offering

On January 3, 2025, the Company announced the pricing of its public offering of 3,162,500 shares of common stock, par value $0.0001 per share (the “Shares”) and 1,250,000 pre-funded warrants to purchase shares of common stock (“Pre-Funded Warrants”). The Shares and Pre-Funded Warrants were offered at a public offering price of $0.40 per share and $0.3999 per Pre-Funded Warrant. The Pre-Funded Warrants were exercisable immediately upon issuance and have an exercise price of $0.0001 per share. The gross proceeds to the Company from the offering were approximately $1.76 million, before deducting placement agent fees and other offering expenses of approximately $355,017.

The offering was conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-282567), which was initially filed with the Securities and Exchange Commission on October 10, 2024, subsequently amended on October 23, 2024, December 4, 2024, and December 10, 2024, and declared effective on December 19, 2024. The offering closed on January 6, 2025.

D. Boral Capital LLC (“D. Boral Capital”) was acting as the exclusive placement agent for the offering. Pursuant to the Placement Agency Agreement, the Company has agreed to pay D. Boral Capital a cash fee equal to 7.5% of the gross proceeds from the offering, a non-accountable expense allowance equal to 1.0% of the gross proceeds, and reimbursement for legal and out-of-pocket expenses up to $75,000.

The Reverse Stock Split

On January 16, 2025, the holders of a majority of the issued and outstanding shares of common stock of the Company, approved by written consent, an amendment of the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of 1-for-5 (the “Reverse Stock Split”). The Reverse Stock Split was effectuated on February 24, 2025.

Merger with HWH International Inc – Nevada

On November 12, 2025, the Company entered into an agreement and plan of merger (“Merger Agreement”) with HWH International Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“New HWH”). The Company determined it advisable and in the best interests of the Company and its stockholders that the Company merge with and into New HWH, with New HWH being the surviving corporation (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement. The Merger was completed on November 14, 2025. After the Merger, the total number of shares of capital stock which New HWH has the authority to issue is five hundred million (500,000,000), of which (i) four hundred and fifty million (450,000,000) shares be designated as common stock, par value of $0.0001 per share, which shares shall not be subject to any preemptive rights, and (ii) fifty million (50,000,000) shares of preferred stock, par value of $0.0001 per share. $10 of share capital from HWH International Inc. – Nevada was transferred to additional paid-in capital on November 14, 2025.

Term Sheet and Definitive Documents for Investment in the Company

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

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

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

The Term Sheet contains certain provisions which would, upon the closing of the transactions contemplated by the Term Sheet, grant the Purchaser anti-dilution rights for a period of two years from the closing in which the Company would not be able to sell new equity securities without the consent of the Purchaser, subject to certain exceptions. Further, upon the closing, the Purchaser would be given the right to appoint three directors to the Company’s Board of Directors, subject to the conditions described in the Term Sheet. Pursuant to the Term Sheet, the Company would be required to file a registration statement registering the 20,000,000 shares issuable to the Purchaser within sixty days of the closing.

On May 27, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Purchaser, pursuant to which the Company would sell (i) 20,000,000 (twenty million) fully paid, non-assessable shares of its Common Stock and (ii) warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the Company’s common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on the fourth anniversary of the closing of the transactions contemplated by the Securities Purchase Agreement for an aggregate purchase price of $10,000,000.

The Securities Purchase Agreement was made and entered into pursuant to the terms of that certain Term Sheet entered into by the Company and the Purchaser on May 5, 2026.

The Securities Purchase Agreement contains certain provisions which would, upon the closing of the transactions contemplated by the Securities Purchase Agreement, provided the Purchaser continues to beneficially own at least a majority of the Company’s common stock, grant the Purchaser anti-dilution rights for a period of two years from the closing in which the Company would not be able to sell new equity securities without the consent of the Purchaser, subject to certain exceptions as set forth in the Securities Purchase Agreement. Further, upon the closing, the Purchaser would be given the right to appoint three directors to the Company’s Board of Directors, subject to the conditions described in the Securities Purchase Agreement. Pursuant to the Term Sheet, the Company would be required to file a registration statement registering the 20,000,000 shares issuable to the Purchaser, and the shares underlying the warrants, within sixty days of the closing.

On June 8, 2026, the Company entered into Amendment No. 1 to the Securities Purchase Agreement with the Purchaser (the “Amendment”). The Amendment amends the Securities Purchase Agreement in order to: (i) add a closing condition to require the Company’s receipt of an extension from Nasdaq to regain compliance with the stockholders’ equity continued listing requirement; (ii) amend the definition of “Purchaser Consent Matter” in the Securities Purchase Agreement to explicitly permit affiliates of the Company to invest $500,000 into the Company; and (iii) include the proposed investment by affiliate of the Company in Section 3.1(f) of the Securities Purchase Agreement, Capitalization.

On June 12, 2026 the holders of a majority of the issued and outstanding shares of common stock of the Company approved the definitive documents for the investment by written consent. This transaction has yet to close as of June 30, 2026.

The private placement with Smart Dynamics Technology Limited had not closed as of June 30, 2026. The Company expects the transaction to close in the near term, although the closing remains subject to the satisfaction of the closing conditions set forth in the Securities Purchase Agreement, as amended.

Issuance of Common Stock under Securities Purchase Agreement

On June 8, 2026 the Company entered into a Stock Purchase Agreement with Alset Inc. (“Alset”), pursuant to which Alset agreed to purchase 250,000 shares of the Company’s common stock (the “Shares”) for a total of $500,000, representing a purchase price of $2.00 per share. Alset is the majority shareholder of the Company, and immediately prior to the effectiveness of the Stock Purchase Agreement, Alset directly and through its subsidiaries owned 66.4% of the issued and outstanding shares of HWH common stock.

Amendment to 2025 Incentive Compensation Plan

The Company’s Board of Directors and Compensation Committee have approved an amendment to the Company’s 2025 Incentive Compensation Plan (the “Plan”) to permit the Company to issue up to an additional 2,000,000 shares of the Company’s common stock to officers, directors, employees and certain other persons who have provided, or shall provide, services to the Company, in addition to those shares already authorized under such plan. Pursuant to the Term Sheet, any such shares granted as compensation will have a lock up of 12 months. The amendment also changes the governing law of the Plan from the laws of the State of Delaware to the laws of the State of Nevada.

Pursuant to Nasdaq Listing Rules, the Company’s stockholders holding a majority of our issued and outstanding common stock approved the amendment on June 12, 2026. As of June 30, 2026, the amendment had not yet been made effective. This amendment became effective on July 13, 2026,