Announcement • May 31
HWH International Inc. Receives Notice of Non-Compliance with Nasdaq Listing Equity Requirements On May 29, 2026 HWH International Inc. received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1) because the Company’s stockholders’ equity of $2,078,220 as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 was below the required minimum of $2.5 million, and because, as of May 29, 2026, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations. The Company’s common stock will continue to be listed and traded on Nasdaq, subject to the Company’s ability to regain compliance with the listing standards. The Company has 45 calendar days from May 29, 2026, or until July 13, 2026, to submit to Nasdaq a plan to regain compliance with Listing Rule 5550(b)(1). If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from May 29, 2026, or until November 25, 2026, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal such decision to a Nasdaq hearings panel. The Company intends to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Listing Rule 5550(b)(1). There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance with Listing Rule 5550(b)(1) or maintain compliance with Nasdaq requirements in the future. The Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and does not affect the Company’s business, operations, or reporting requirements with the Securities and Exchange Commission. Reported Earnings • May 14
First quarter 2026 earnings released: US$0.084 loss per share (vs US$0.088 loss in 1Q 2025) First quarter 2026 results: US$0.084 loss per share. Revenue: US$64.2k (down 78% from 1Q 2025). Net loss: US$626.2k (loss widened 11% from 1Q 2025). New Risk • Mar 30
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 15% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Earnings have declined by 52% per year over the past 5 years. Revenue is less than US$1m (US$867k revenue). Minor Risks Share price has been volatile over the past 3 months (15% average weekly change). Shareholders have been diluted in the past year (15% increase in shares outstanding). Market cap is less than US$100m (US$10.2m market cap). 
