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Alset Capital Acquisition (ACAX) - 2025 Q1 - Quarterly Report

Financial Performance - Total revenue for the three months ended March 31, 2025, was $295,197, an increase from $286,110 in the same period of 2024, reflecting a growth of approximately 3.8%[166] - The net loss decreased significantly from $1,336,519 in Q1 2024 to $574,103 in Q1 2025, representing a reduction of about 57.0%[181] - Operating expenses decreased from $1,495,383 in Q1 2024 to $741,722 in Q1 2025, a decline of approximately 50.5%[179] - The cost of revenue increased from $122,813 in Q1 2024 to $147,603 in Q1 2025, resulting in a gross margin decrease from $163,297 to $147,594[178] Revenue Sources - Revenue from food and beverage sales accounted for approximately 100% of total revenue in both Q1 2025 and Q1 2024[166] - The geographical revenue distribution shifted, with 11% of total revenue coming from South Korea and 89% from Singapore in Q1 2025, compared to 4% and 96% in Q1 2024, respectively[167] Business Expansion - The company plans to expand its Hapi Marketplace, initially launching in the United States with over 47 product categories, and aims to expand to South Korea and Hong Kong soon[160] - Hapi Cafés are being developed as community-focused locations to enhance customer engagement and awareness of HWH products, with proof-of-concept locations opened in Seoul and Singapore[162] Financial Position - Cash decreased from $4,341,746 as of December 31, 2024, to $4,176,546 as of March 31, 2025, while total assets increased from $6,408,722 to $6,531,330 during the same period[182] - The Company reported no long-term debt obligations or liabilities as of March 31, 2025[199] Compliance and Regulatory Matters - The Company was notified by Nasdaq that its market value of publicly held shares was below the minimum $15,000,000 for 30 consecutive trading days, requiring compliance by August 20, 2024[194] - The Company received a notice from Nasdaq indicating that its bid price was below the minimum $1 required for continued listing, with a compliance deadline of March 3, 2025[196] - A 1-for-5 reverse stock split was filed on February 18, 2025, effective February 24, 2025[197] - The Company regained compliance with Nasdaq Listing Rule 5550(a)(2) as the closing bid price was $1.00 or greater from February 24, 2025 to March 7, 2025[198] Administrative and Financial Agreements - The Company agreed to pay $10,000 per month for administrative services, which ceased after the initial Business Combination[200] - The underwriters were entitled to a deferred fee of $3,018,750, which was settled with a combination of cash, shares, and a promissory note[202] Corporate Changes - The Business Combination was approved on August 1, 2023, and closed on January 9, 2024, resulting in the Company changing its name to "HWH International Inc."[204] - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[211] Internal Controls - Management assessed the effectiveness of internal controls over financial reporting as of March 31, 2025, identifying material weaknesses[216]