HWH Narrows Losses Amid Revenue Dip, Strategic Platform Push

TL;DR

**HWH is still bleeding cash and shrinking revenue, but at least the losses are getting smaller – a risky bet on unproven platforms.**

AI Summary

HWH International Inc. reported a net loss of $710,613 for the nine months ended September 30, 2025, a significant improvement from the $2,277,303 net loss in the same period of 2024. Revenue decreased to $812,366 for the nine months ended September 30, 2025, down from $966,515 in 2024, representing a 15.95% decline. Gross profit also fell to $420,066 from $488,079 year-over-year. Operating expenses saw a substantial reduction, dropping to $1,600,381 in 2025 from $2,637,517 in 2024, primarily due to lower general and administrative expenses. The company's cash balance decreased from $4,341,746 at December 31, 2024, to $2,897,972 at September 30, 2025. Key strategic changes include the ongoing development of Hapi Marketplace and Hapi Wealth Builder, and the deconsolidation of Alset F&B One Pte. Ltd. Risks include continued net losses and a decrease in total current assets from $5,474,997 to $3,858,340.

Why It Matters

HWH International's continued net losses and declining revenue, despite reduced operating expenses, signal ongoing challenges in its F&B business and new platform ventures. For investors, the 15.95% revenue drop and significant cash burn raise concerns about profitability and liquidity, especially given the competitive landscape in both F&B and digital marketplaces. Employees might face uncertainty if the new Hapi platforms don't gain traction quickly. Customers could benefit from new offerings like Hapi Marketplace, but the company's financial health will dictate its ability to scale and sustain these initiatives against larger, more established competitors.

Risk Assessment

Risk Level: high — HWH International Inc. reported a net loss of $710,613 for the nine months ended September 30, 2025, and a significant decrease in cash from $4,341,746 to $2,897,972. The company's total current assets also declined by 29.5% from $5,474,997 to $3,858,340, indicating ongoing liquidity challenges and a reliance on new, unproven business initiatives like Hapi Marketplace.

Analyst Insight

Investors should exercise extreme caution and consider HWH International Inc. a highly speculative investment. Monitor the progress and adoption rates of Hapi Marketplace and Hapi Wealth Builder closely, as these new ventures are critical for future revenue generation and profitability. Await clear evidence of sustained revenue growth and positive cash flow before considering a position.

Financial Highlights

debt To Equity

N/A

revenue

$812,366

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$710,613

eps

N/A

gross Margin

51.71%

cash Position

$2,897,972

revenue Growth

-15.95%

Key Numbers

• $710,613 — Net Loss (for the nine months ended September 30, 2025, improved from $2,277,303 in 2024)
• $812,366 — Revenue (for the nine months ended September 30, 2025, down from $966,515 in 2024)
• $1,600,381 — Total Operating Expenses (for the nine months ended September 30, 2025, reduced from $2,637,517 in 2024)
• $2,897,972 — Cash (as of September 30, 2025, decreased from $4,341,746 at December 31, 2024)
• $3,858,340 — Total Current Assets (as of September 30, 2025, decreased from $5,474,997 at December 31, 2024)
• 6,476,400 — Common Stock Shares Outstanding (as of October 21, 2025)
• $1.76 million — Gross Proceeds from Public Offering (from 632,500 shares and 250,000 pre-funded warrants on January 6, 2025)
• $125,000,000 — Merger Consideration (paid to Target's shareholders in the January 9, 2024 merger)

Key Players & Entities

• HWH International Inc. (company) — registrant
• Alset Capital Acquisition Corp. (company) — former name of registrant
• HWH Nevada (company) — target in merger
• HWH Merger Sub Inc. (company) — subsidiary in merger
• Nasdaq Capital Market (regulator) — exchange where common stock is registered
• Alset F&B One Pte. Ltd. (company) — deconsolidated subsidiary
• D. Boral Capital (f.k.a. EF Hutton) (company) — recipient of common stock for deferred underwriting compensation
• LEH Insurance Group LLC (company) — acquired entity
• SHRG (company) — related party for note receivable and warrants

FAQ

Risk Factors

• Continued Net Losses [high — financial]: The company reported a net loss of $710,613 for the nine months ended September 30, 2025, indicating ongoing profitability challenges. This follows a net loss of $2,277,303 for the same period in 2024, highlighting a persistent trend of unprofitability.
• Decreasing Cash Position [high — financial]: The cash balance has declined from $4,341,746 at December 31, 2024, to $2,897,972 as of September 30, 2025. This represents a reduction of $1,443,774, or approximately 33.25%, raising concerns about liquidity and funding for future operations.
• Declining Current Assets [medium — financial]: Total current assets decreased from $5,474,997 at December 31, 2024, to $3,858,340 at September 30, 2025. This 29.52% reduction suggests a weakening in the company's short-term financial health and ability to meet immediate obligations.
• Revenue Decline [medium — operational]: Revenue for the nine months ended September 30, 2025, was $812,366, a 15.95% decrease from $966,515 in the comparable period of 2024. This decline in top-line performance could impact future profitability and growth prospects.
• Development of New Platforms [medium — operational]: The company is investing in the development of Hapi Marketplace and Hapi Wealth Builder. While these represent strategic growth initiatives, they require significant resources and carry inherent risks of market acceptance and execution.
• Deconsolidation of Subsidiary [low — regulatory]: The deconsolidation of Alset F&B One Pte. Ltd. may have implications for financial reporting and regulatory compliance. The specific reasons and financial impact of this deconsolidation need careful monitoring.

Industry Context

HWH International Inc. operates in a dynamic and competitive landscape, likely within the technology or financial services sectors given its focus on marketplaces and wealth building platforms. The industry is characterized by rapid innovation, evolving consumer preferences, and increasing regulatory scrutiny. Companies in this space often face challenges in user acquisition, monetization, and maintaining a competitive edge against established players and emerging disruptors.

Regulatory Implications

The company's operations may be subject to financial regulations, particularly concerning its wealth-building initiatives and marketplace activities. The deconsolidation of a subsidiary also carries potential reporting and compliance implications. Investors should monitor any changes in regulatory frameworks that could impact HWH's business model or profitability.

What Investors Should Do

1. Monitor cash burn rate and runway.
2. Analyze the drivers of revenue decline.
3. Evaluate the strategic importance and execution risk of Hapi Marketplace and Hapi Wealth Builder.
4. Assess the impact of the Alset F&B One Pte. Ltd. deconsolidation.

Key Dates

• 2025-09-30: Nine months ended September 30, 2025 Financials Reported — Shows a reduced net loss but also a decline in revenue and cash. Indicates ongoing strategic shifts and operational challenges.
• 2025-01-06: Public Offering — Raised $1.76 million in gross proceeds, providing some capital but also diluting existing shareholders.
• 2024-12-31: Year-End Financials — Reported a cash balance of $4,341,746 and total current assets of $5,474,997, serving as a baseline for current period changes.
• 2024-01-09: Merger Completion — Involved a merger consideration of $125,000,000, indicating a significant past transaction that may influence current financial structure and strategy.

Glossary

Deconsolidation

The process of removing a subsidiary from a parent company's consolidated financial statements. This typically occurs when the parent company no longer has control over the subsidiary. (HWH International Inc. has deconsolidated Alset F&B One Pte. Ltd., which will impact its reported financial results and potentially its overall business structure.)

Pre-funded Warrants

A type of warrant that allows the holder to purchase shares at a nominal exercise price, effectively representing immediate ownership of the underlying shares. (The company issued pre-funded warrants as part of its January 6, 2025 public offering, which are treated similarly to common stock for accounting purposes.)

Gross Profit

The profit a company makes after deducting the costs associated with making and selling its products, or the costs associated with providing its services. (HWH International Inc.'s gross profit decreased to $420,066 for the nine months ended September 30, 2025, from $488,079 in the prior year, indicating pressure on its core business operations.)

Operating Expenses

The expenses a business incurs in its normal course of operations, excluding costs of goods sold and interest and taxes. (A significant reduction in operating expenses to $1,600,381 from $2,637,517 was a key factor in improving the net loss for HWH International Inc.)

Year-Over-Year Comparison

Compared to the prior year's nine-month period, HWH International Inc. has significantly reduced its net loss from $2,277,303 to $710,613, a positive development. However, this improvement was achieved alongside a 15.95% decrease in revenue, falling to $812,366 from $966,515. The company also saw a substantial reduction in operating expenses, which contributed to the narrower loss. Key balance sheet items show a decline, with cash decreasing from $4,341,746 to $2,897,972 and total current assets falling from $5,474,997 to $3,858,340, indicating a tightening financial position.

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share HWH The Nasdaq Capital Ma
• $30,000,000 — equal or exceed Thirty Million dollars ($30,000,000); and 8.1(j), which states "upon the cl
• $5,000,001 — uld cause the Company to have less than $5,000,001 of net tangible assets (as determined i
• $218,941 — Pte. Ltd. to the Buyer in exchange for S$218,941 Singapore Dollars (equal to approximate
• $170,754 — ngapore Dollars (equal to approximately $170,754 U.S. Dollars). Alset F&B One was incorp
• $470,000 — n Singapore. It generated approximately $470,000 in revenue in 2024. Following this sale

Filing Documents

• form10-q.htm (10-Q) — 1479KB
• ex31-1.htm (EX-31.1) — 17KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 8KB
• form10-q_001.jpg (GRAPHIC) — 33KB
• 0001493152-25-018846.txt ( ) — 7568KB
• hwh-20250930.xsd (EX-101.SCH) — 55KB
• hwh-20250930_cal.xml (EX-101.CAL) — 69KB
• hwh-20250930_def.xml (EX-101.DEF) — 273KB
• hwh-20250930_lab.xml (EX-101.LAB) — 461KB
• hwh-20250930_pre.xml (EX-101.PRE) — 356KB
• form10-q_htm.xml (XML) — 1230KB

Financial Information

Part I. Financial Information 1 Item 1.

Financial Statements (Unaudited)

Financial Statements (Unaudited) 1 Consolidated Balance Sheets at September 30, 2025 (Unaudited) and December 31, 2024 1 Consolidated Statements of Operations and Other Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) 2 Consolidated Statements of Changes in Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) 4 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) 6 Notes to Unaudited Consolidated Financial Statements 7 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3.

Quantitative and Qualitative Disclosures Regarding Market Risk

Quantitative and Qualitative Disclosures Regarding Market Risk 36 Item 4.

Controls and Procedures

Controls and Procedures 36

Other Information

Part II. Other Information 37 Item 1.

Legal Proceedings

Legal Proceedings 37 Item 1A.

Risk Factors

Risk Factors 37 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37 Item 3. Defaults Upon Senior Securities 37 Item 4. Mine Safety Disclosures 37 Item 5. Other Information 37 Item 6. Exhibits 38

Signatures

Part III. Signatures 39 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. HWH International Inc. and Subsidiaries Consolidated Balance Sheets September 30, 2025 (Unaudited) December 31, 2024 ASSETS Current Assets Cash $ 2,897,972 $ 4,341,746 Accounts receivable, net 7,771 17,546 Inventory 1,113 1,574 Other receivables, net 551,335 342,712 Other receivables 551,335 342,712 Deposit - current 21,110 - Convertible loans receivable - related party, at fair value 154,823 744,652 Investment security – related party - 13,272 Marketable securities 223,670 - Prepaid expenses 546 13,495 Total Current Assets $ 3,858,340 $ 5,474,997 Non-Current Assets Property and equipment, net $ 21,844 $ 33,588 Deposit – non-current 107,130 351,240 Investment in associate - related party 55,529 - Investment at cost 1,569 140 Convertible loans receivable - related party, at fair value 1,015,796 - Investment security – related party 152 - Operating lease right-of-use assets, net 124,034 548,757 Total Non-Current Assets $ 1,326,054 $ 933,725 TOTAL ASSETS $ 5,184,394 $ 6,408,722 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued expenses $ 428,844 $ 483,430 Accrued commissions - 73,022 Due to related parties, net 739,797 1,191,960 Operating lease liabilities - current 103,545 340,651 Financial liability 5,634 - Notes payable - current 975,064 1,222,211 Total Current Liabilities $ 2,252,884 $ 3,311,274 Non-Current Liabilities Operating lease liabilities - non-current $ 24,084 $ 220,249 Total Non-Current Liabilities $ 24,084 $ 220,249 Commitments and Contingencies (Note 13) - - Stockholders' Equity Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2025 and December 31, 2024 - - Common stock, $ 0.0001 par value; 55,000,000 shares authorized; 6,

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