HWHHIGH SIGNALFINANCIAL10-K

HWH shows severe financial deterioration with revenue declining 31%, cash falling 52%, and current liabilities dropping 61% alongside significant share buyback activity totaling $21.1M despite the declining business performance.

The company is experiencing fundamental business distress with substantial revenue decline and cash burn while simultaneously conducting aggressive share repurchases. The massive reduction in current liabilities could indicate either debt restructuring or inability to maintain normal operating obligations, both concerning signals for operational continuity.

Comparing 2026-03-26 vs 2025-03-31View on EDGAR →
FINANCIAL ANALYSIS

HWH's financial position deteriorated significantly across all key metrics, with revenue falling 31% to $867K, cash declining 52% to $2.1M, and total assets shrinking 29% to $4.6M. Despite this declining performance, the company spent $21.1M on share buybacks while total liabilities actually increased 14% to $3.9M, creating a troubling disconnect between capital allocation and operational needs. The combination of shrinking revenue, depleting cash reserves, and continued aggressive buybacks suggests potential liquidity concerns and questionable capital allocation decisions.

FINANCIAL STATEMENT CHANGES
Share Buybacks
Cash Flow
-69.1%
$68.4M→$21.1M

Buyback activity reduced 69.1% — capital being redeployed elsewhere or cash conservation underway.

Current Liabilities
Balance Sheet
-61.4%
$3.3M→$1.3M

Current liabilities reduced — improved short-term financial position and working capital health.

Cash & Equivalents
Balance Sheet
-52%
$4.3M→$2.1M

Cash declined 52% — significant cash burn or deployment; verify adequacy of remaining liquidity runway.

Current Assets
Balance Sheet
-45.7%
$5.5M→$3.0M

Current assets declined 45.7% — monitor working capital adequacy and short-term liquidity.

Capital Expenditure
Cash Flow
-36%
$30K→$19K

Capex reduced 36% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Inventory
Balance Sheet
-32.8%
$2K→$1K

Inventory drawn down 32.8% — strong sell-through or deliberate destocking; watch for supply constraints.

Revenue
P&L
-30.8%
$1.3M→$867K

Revenue declined 30.8% — significant demand weakness or market share loss warrants investigation.

Total Assets
Balance Sheet
-28.7%
$6.4M→$4.6M

Total assets contracted 28.7% — asset sales, write-downs, or balance sheet optimization underway.

Gross Profit
P&L
-23.6%
$602K→$460K

Gross margin compression — rising input costs, pricing pressure, or unfavorable product mix shift.

Total Liabilities
Balance Sheet
+13.6%
$3.4M→$3.9M

Liabilities increased 13.6% — monitor debt-to-equity ratio and interest coverage.

LANGUAGE CHANGES
NEW — 2026-03-26
PRIOR — 2025-03-31
ADDED
As of March 25, 2026, there were 7,476,400 shares of Common Stock, par value $ 0.0001 per share of the Company issued and outstanding.
On January 6, 2025, the Company announced the closing of its previously disclosed public offering of 632,500 shares of common stock, par value $0.0001 per share (the Shares ) (following the 1-for-5 reverse stock split; equivalent to 3,162,500 shares pre-split) and 250,000 pre-funded warrants (following the 1-for-5 reverse stock split; equivalent to 1,250,000 warrants pre-split) to purchase shares of common stock ( Pre-Funded Warrants ).
The Shares and Pre-Funded Warrants were offered at a public offering price of $2.00 per share and $1.9995 per Pre-Funded Warrant.
The gross proceeds to the Company from the offering were approximately $1.76 million, before deducting placement agent fees and other offering expenses.
Each of the amounts of warrants and shares and the prices thereof in the foregoing paragraph are adjusted for a 1-for-5 reverse stock split of the Company s stock split effective on February 24, 2025.
On November 14, 2025, the Company completed a merger pursuant to which the Delaware parent merged with and into its wholly owned Nevada subsidiary, with the Nevada entity surviving.
As a result, HWH International Inc., a Nevada corporation, succeeded to all assets and liabilities of the former parent and became the publicly traded registrant.
The transaction constituted a change in legal domicile only, with each outstanding share converting on a one-for-one basis, and had no impact on the Company s consolidated financial position, results of operations, or cash flows.
The various aspects of the Hapi Marketplace will be launched in phases in different regions, each with their own timeline, depending on the completion of logistical aspects for implementation (i.e., payment gateway systems, business licenses, banking set up, import licenses, managerial resources, etc.).
We are expanding the product range into robotics for consumer and commercial markets.
REMOVED
As of March 31, 2025, there were 6,476,400 shares of Common Stock, par value $ 0.0001 per share of the Company issued and outstanding.
On February 3, 2022, the Company completed its Initial Public Offering.
The business we acquired in January of 2024 started in South Korea with a single-level membership marketing model with limited products for sale.
We registered the business on April 1, 2019, and we started selling founders packages on July 1, 2019.
While we had been profitable and growing, the COVID-19 pandemic had a material adverse effect on such growth and profits.
We created a new corporate structure, with subsidiaries in the United States, Hong Kong and Singapore, that would allow for quick geographical expansion and turning our focus to the Hapi Caf development.
This is a privileged class that will be able to enjoy continuous membership benefits given that they have trusted the Company and joined at an early stage.
Such benefits include the ability to purchase new future memberships, in the model described below, at a favorable rate to be determined by the Company.
They will also continue to be able to earn affiliate commissions as they sell our products in the marketplace and enjoy discounted rates when visiting Hapi Caf s until further notice.
The Company is in the midst of implementing a new membership model.
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