HWH International Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-41254 HWH INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of July 1, 2025 based upon the closing price of thecommon stock as reported by the Nasdaq Stock Market LLC on such date, was approximately $2,018,682. 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. HWH International Inc.Form 10-KFor the Year Ended December 31, 2025Table of Contents PART IItem 1.Business4Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments9Item 1C.Cybersecurity9Item 2.Properties9Item 3.Legal Proceedings9Item 4.Mine Safety Disclosures9PART IIItem 5.Market for Company’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities10Item 6.[RESERVED]11Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations12Item 7A.Quantitative and Qualitative Disclosures About Market Risk20Item 8.Consolidated Financial Statements and Supplementary Data21Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures22Item 9A.Controls and Procedures22Item 9B.Other Information22Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections22PART IIIItem 10.Directors, Executive Officers and Corporate Governance23Item 11.Executive Compensation28Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters29Item 13.Certain Relationships and Related Transactions, and Director Independence30Item 14.Principal Accounting Fees and Services34PART IVItem 15.Exhibit and Consolidated Financial Statement Schedules35Item 16.Form 10-K Summary36Signatures372 Throughout this Report on Form 10-K, the terms the “Company,” “HWH,” “we,” “us,” and “our” refer to HWH International Inc., and “our board of directors”refers to the board of directors of HWH International Inc. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATI