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 September 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 nine months ended September 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.

$10,000,000 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 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.

On May 27, 2026, pursuant to the Term Sheet, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Purchaser, pursuant to which the Company agreed to sell (i) 20,000,000 shares of its common stock and (ii) warrants to purchase up to 160,000,000 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 contains certain provisions which granted the Purchaser anti-dilution rights for a period of two years from the closing, in which the Company will not be able to sell new equity securities without the consent of the Purchaser, subject to certain exceptions. Further, upon the closing, the Purchaser was given the right to appoint three directors to the Company’s Board of Directors, subject to certain conditions. In addition, the Company agreed to file a registration statement registering the 20,000,000 shares issuable to the Purchaser.

On June 8, 2026, the Company entered into Amendment No. 1 to the Securities Purchase Agreement (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 the Company’s common stock approved the definitive transaction documents by written consent. On August 10, 2026, the Company closed this private placement (the “PIPE”) with the Purchaser. The Company issued 20,000,000 shares of common stock at $0.50 per share and warrants to purchase 160,000,000 shares of common stock (the “PIPE Warrants”), for aggregate gross proceeds of $10,000,000. Each PIPE Warrant is exercisable immediately for one share of common stock at an exercise price of $0.63 per share and expires on August 10, 2030.

Accounting treatment. The Company evaluated the common stock and the PIPE Warrants under ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. The PIPE Warrants are not mandatorily redeemable and do not obligate the Company to repurchase its shares or to settle in a variable number of shares for a fixed monetary amount. Accordingly, they are not classified as liabilities under ASC 480. The Company concluded that the PIPE Warrants are indexed to its own stock and meet the conditions for equity classification under ASC 815-40, and therefore qualify for the scope exception in ASC 815-10-15-74(a), for the following reasons:

Accordingly, the PIPE Warrants are classified in stockholders’ equity, and no liability was recognized. Of the $10,000,000 of gross proceeds, $1,164,956 was allocated to the common stock ($2,000 to common stock at par value and $1,162,956 to additional paid-in capital), and $8,835,044 was allocated to the PIPE Warrants and recorded in additional paid-in capital.

Issuance costs. Issuance costs directly attributable to the PIPE were not material and were recorded as professional fee. No placement agent fee was paid in connection with the PIPE.

Registration rights. The Company agreed to use commercially reasonable efforts to file a registration statement for the resale of the PIPE shares and the shares issuable on exercise of the PIPE Warrants within 60 days after closing (by October 9, 2026), and to use commercially reasonable efforts to have the registration statement declared effective within 90 days after filing. As of the date of this report, the registration statement had not been filed. Because the agreements do not provide for liquidated damages or other penalties for a delay in filing or effectiveness, the Company has not recorded a liability under ASC 825-20.

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 former 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. This amendment became effective on July 13, 2026

Stock Awards under the 2025 Incentive Compensation Plan

On August 7, 2026, pursuant to the Company’s amended 2025 Incentive Compensation Plan (the “Plan”), the Company granted an aggregate of 2,000,000 shares of common stock to certain directors, officers, and consultants, consisting of 1,745,000 shares granted to directors and executive officers and 255,000 shares granted to consultants, as compensation for services previously rendered to the Company.

Awards granted to non-U.S. recipients vested immediately upon issuance, while awards granted to U.S. recipients are generally subject to a one-year vesting period and certain conditions, including, but not limited to, the Company’s continued listing on the Nasdaq Stock Market, as specified in the respective award agreements. All shares are subject to a one-year transfer restriction through August 7, 2027.

Under the terms of the award agreements, recipients are not required to provide additional future services to retain their awards. The shares are not subject to forfeiture upon termination of employment or service, and the Company has no right to repurchase or claw back the shares. Recipients retain stockholder rights, including voting rights and the right to receive dividends or other distributions, notwithstanding the applicable vesting conditions or transfer restrictions.

Because the awards were granted for past services and do not require future service, the Company measured the awards at their grant-date fair value of $1.49 per share, the closing price of the Company’s common stock on August 7, 2026, and recognized share-based compensation expense of $2,980,000 in general and administrative expenses for the three and nine months ended September 30, 2026. As of September 30, 2026, there was no unrecognized compensation cost related to these awards.