10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, 2025

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to _________

001-39732

Commission File Number

Alset Inc.

(Exact name of registrant as specified in its charter)

texas	83-1079861
State or other jurisdiction of<br><br> <br>incorporation or organization	(I.R.S. Employer<br><br> <br>Identification No.)
4800 Montgomery Lane, Suite 210,<br><br> <br>Bethesda, Maryland	20814
---	---
(Address of principal executive offices)	(Zip Code)

301-971-3940

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	AEI	The Nasdaq Stock Market LLC

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 the preceding 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 the past 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 Regulation S-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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 14, 2025 there were 38,905,255

shares of the registrant’s common stock $0.001 par value per share, issued and outstanding.

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Table of Contents

PART I FINANCIAL INFORMATION	F-1
Item 1. Financial Statements (Unaudited)	F-1
Condensed Consolidated Balance Sheets – September 30, 2025 (Unaudited) and December 31, 2024	F-1
Condensed Consolidated Statements of Operations and Other Comprehensive Loss – Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	F-2
Condensed Consolidated Statements of Stockholders’ Equity – Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	F-3
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024 (Unaudited)	F-4
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-5 – F-38
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3. Quantitative and Qualitative Disclosure About Market Risk	13
Item 4. Controls and Procedures	13
PART II OTHER INFORMATION	14
Item 1. Legal Proceedings	14
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosures	15
Item 5. Other Information	15
Item 6. Exhibits	15
SIGNATURES	16

| 2 |

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Part I. Financial Information

Item 1. Financial Statements.

Alset Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

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		****	December 31, 2024		****
Assets:
Current<br> Assets:
Cash<br> and Cash Equivalents	25,459,416		$	27,243,787
Restricted<br> Cash	107,955			939,939
Account<br> Receivables, Net	62,871			75,646
Other<br> Receivables, Net	2,637,974			6,251,219
Note<br> Receivables - Related Parties, Net	1,819,823			1,679,822
Convertible Loan Receivables – Related Party	504,072			-
Convertible<br> Loan Receivables at Fair Value - Related Party	179,439			1,782,376
Prepaid<br> Expense	115,530			207,483
Inventory	23,520			4,913
Investment<br> in Securities at Fair Value	13,784,748			4,673,530
Investment<br> in Securities at Fair Value - Related Party	-			12,342,624
Investment<br> in Securities at Fair Value	-			12,342,624
Investment<br> in Securities at Cost	-			17,462
Investment<br> in Equity Method Securities	-			4,331,046
Deposits	81,650			210,495
Total<br> Current Assets	44,776,998			59,760,342
Real<br> Estate - Rental Properties	29,889,632			30,695,669
Operating<br> Lease Right-Of-Use Assets, Net	612,595			1,468,913
Deposits	212,743			272,281
Convertible<br> Loan Receivables at Fair Value - Related Party	1,800,580			-
Investment<br> in Securities at Fair Value - Related Party	5,921,559			-
Investment<br> in Securities at Cost	18,262			-
Investment<br> in Equity Method Securities	85,371,402			-
Other<br> Receivables - Long Term, Net	-			3,970,149
Property<br> and Equipment, Net	502,951			594,623
Total<br> Assets	169,106,722		$	96,761,977
Liabilities<br> and Stockholders’ Equity:
Current<br> Liabilities:
Accounts<br> Payable and Accrued Expenses	2,269,430		$	3,605,863
Operating<br> Lease Liabilities	682,361			531,885
Notes<br> Payable	1,257,199			1,323,059
Notes<br> Payable - Related Parties	21,241			15,794
Notes<br> Payable	21,241			15,794
Total<br> Current Liabilities	4,230,231			5,476,601
Long-Term<br> Liabilities:
Operating<br> Lease Liabilities	407,380			993,284
Notes<br> Payable	74,057			93,241
Total<br> Liabilities	4,711,668			6,563,126
Commitments<br> and Contingencies (Note 12)
Stockholders’<br> Equity:
Preferred<br> Stock, 0.001 par value; 25,000,000 shares authorized, none issued and outstanding	-			-
Common Stock, 0.001 par value;<br> 250,000,000 shares authorized; 39,102,600 and 9,235,119 shares<br> issued and outstanding on September 30, 2025 and December 31, 2024, respectively	39,103			9,235
Additional<br> Paid in Capital	419,715,327			334,023,233
Accumulated<br> Deficit	(266,894,027	)		(251,851,540	)
Accumulated<br> Other Comprehensive Income (Loss)	2,820,455			(849,862	)
Total<br> Alset Inc. Stockholders’ Equity	155,680,858			81,331,066
Non-controlling<br> Interests	8,714,196			8,867,785
Total<br> Stockholders’ Equity	164,395,054			90,198,851
Total<br> Liabilities and Stockholders’ Equity	169,106,722		$	96,761,977

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

| F-1 |

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Alset Inc. and Subsidiaries

Condensed Consolidated Statements of Operationsand Other Comprehensive Income

For the Three and Nine Months Ended September30, 2025 and 2024 (Unaudited)

	2025			2024			2025			2024
	Three- Months Ended September 30,						Nine- Months Ended September 30,
	2025			2024			2025			2024
Revenue
Rental	$	692,890		$	724,699		$	2,126,737		$	2,150,204
Property		-			3,815,000			-			8,847,500
Other		305,938			421,012			1,039,356			1,176,260
Total Revenue		998,828			4,960,711			3,166,093			12,173,964
Operating Expenses
Cost of Sales		756,369			2,949,824			2,376,944			8,438,149
General and Administrative		2,250,156			2,215,109			8,800,510			8,264,098
Impairments		571,281			759,559			1,255,196			1,511,481
Total Operating Expenses		3,577,806			5,924,492			12,432,650			18,213,728
Loss from Operations		(2,578,978	)		(963,781	)		(9,266,557	)		(6,039,764	)
Other Income (Expense)
Interest Income		2,100,545			61,326			2,275,139			404,481
Interest Income - Related Party		66,886			8,890			179,441			82,126
Interest Income		66,886			8,890			179,441			82,126
Interest Expense		(34,470	)		(9,546	)		(117,673	)		(111,558	)
(Loss) Gain on Disposal of a Subsidiary		(22,290	)		-			362,066			-
Foreign Exchange Transaction Gain (Loss)		1,448,155			(3,673,699	)		(4,795,345	)		(1,634,713	)
Unrealized Gain on Securities Investment		438,302			224,773			167,300			648,726
Unrealized Gain (Loss) on Securities Investment - Related<br> Party		866,379			6,809,719			(146,714	)		2,796,660
Unrealized Gain on Securities Investment		866,379			6,809,719			(146,714	)		2,796,660
Realized Loss on Securities Investment		(68,144	)		(334,531	)		(738,680	)		(679,204	)
Realized Gain (Loss) on Securities Investment - Related Party		1,478			-			(2,437,370	)		-
Realized Gain (Loss) on Securities Investment		1,478			-			(2,437,370	)		-
Loss on Equity Method Investment		(648,369	)		(591,502	)		(1,959,284	)		(2,569,644	)
Other Expense		-			(223,911	)		(473,075	)		(262,481	)
Other Income		399,031			161,501			616,191			370,855
Total Other Income (Expense), Net		4,547,503			2,433,020			(7,068,004	)		(954,752	)
Net Income (Loss) Before Income Taxes		1,968,525			1,469,239			(16,334,561	)		(6,994,516	)
Income Tax Expense		(4,524	)		-			(47,472	)		-
Net Income (Loss)		1,964,001			1,469,239			(16,382,033	)		(6,994,516	)
Net Income (Loss) Attributable to Non-Controlling Interest		451,570			(247,124	)		(1,339,546	)		(702,109	)
Net Income (Loss) Attributable to Common Stockholders	$	1,512,431		$	1,716,363		$	(15,042,487	)	$	(6,292,407	)
Net Income (Loss)	$	1,964,001		$	1,469,239		$	(16,382,033	)	$	(6,994,516	)
Other Comprehensive Income (Loss)
Foreign Currency Translation Adjustment		(1,536,824	)		4,221,505			4,458,048			1,805,678
Total Comprehensive Income (Loss)		427,177			5,690,744			(11,923,985	)		(5,188,838	)
Less Comprehensive Income (Loss) Attributable to Non-controlling Interests		231,649			366,478			(703,675	)		(439,926	)
Total Comprehensive Income (Loss) Attributable to Common<br> Shareholders		195,528			5,324,266			(11,220,310	)		(4,748,912	)
Net Income (Loss) Per Share - Basic and Diluted	$	0.05		$	0.19		$	(0.81	)	$	(0.68	)
Weighted Average Common Shares Outstanding - Basic and Diluted		32,597,445			9,235,119			18,475,852			9,235,119

See accompanying notes to condensed consolidated financial statements.

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| F-2 |

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Alset Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’Equity

For the Three and Nine Months Ended September30, 2025 and 2024 (Unaudited)

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****	Common Stock				****	Additional		****	Accumulated Other		****			****	Total Alset		****			****	Total		****
****	Shares		****	Par Value <br> 0.001	****	Paid in Capital		****	Comprehensive Income		****	Accumulated Deficit		****	Stockholders’ Equity		****	Non-Controlling Interests		****	Stockholders’ Equity		****
Balance at January 1, 2025		9,235,119				$	334,023,233		$	(849,862	)	$	(251,851,540	)	$	81,331,066		$	8,867,785		$	90,198,851
Issuance of Common Stock		1,500,000					1,203,500			-			-			1,205,000			-			1,205,000
Issuance of HWH Common Stock & Warrants exercise		-					1,033,376			-			-			1,033,376			376,607			1,409,983
Gain from SHRG Warrants		-					63,859			-			-			63,859			23,273			87,132
Acquisition of LEH Insurance Group LLC		-					-			-			-			-			(1,654	)		(1,654	)
Change in Non-Controlling Interest		-					-			(150,783	)		-			(150,783	)		150,783			-
Foreign Currency Translations		-					-			1,215,571			-			1,215,571			201,839			1,417,410
Net Loss		-					-			-			(8,333,477	)		(8,333,477	)		(1,171,415	)		(9,504,892	)
Balance at March 31, 2025		10,735,119				$	336,323,968		$	214,926		$	(260,185,017	)	$	76,364,612		$	8,447,218		$	84,811,830
Issuance of Common Stock		1,000,000					839,000			-			-			840,000			-			840,000
Treasury Stock Buyback		(25,900	)		)		(27,616	)		-			-			(27,642	)		-			(27,642	)
Foreign Currency Translations		-					-			3,923,509			-			3,923,509			653,953			4,577,462
Net Loss		-					-			-			(8,221,441	)		(8,221,441	)		(619,701	)		(8,841,142	)
Balance at June 30, 2025		11,709,219					337,135,352			4,138,435			(268,406,458	)		72,879,038			8,481,470			81,360,508
Issuance of Common Stock		27,666,667					82,972,333									83,000,000						83,000,000
Treasury Stock Buyback		(273,286	)		)		(392,358	)								(392,631	)					(392,631	)
Foreign Currency Translations										(1,317,980	)					(1,317,980	)		(218,844	)		(1,536,824	)
Net Income													1,512,431			1,512,431			451,570			1,964,001
Balance on September 30, 2025		39,102,600					419,715,327			2,820,455			(266,894,027	)		155,680,858			8,714,196			164,395,054

All values are in US Dollars.

****	Common Stock			Additional		Accumulated Other		****	****		****	Total Alset		****	****		****	Total		****
****	Shares		Par Value <br> 0.001	Paid in Capital		Comprehensive Income		****	Accumulated Deficit		****	Stockholders’ Equity		****	Non-Controlling<br><br> <br>Interests		****	Stockholders’ Equity		****
Balance at January 1, 2024		9,235,119		$	332,455,457	$	3,609,719		$	(247,885,656	)	$	88,188,755		$	8,601,562		$	96,790,317
Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation		-			1,098,952		-			-			1,098,952			410,423			1,509,375
Gain from SHRG Convertible Note and Warrants		-			157,402		-			-			157,402			58,786			216,188
Change in Non-Controlling Interest after HWH De SPAC		-			-		(13,888	)		-			(13,888	)		13,888			-
Foreign Currency Translations		-			-		(992,871	)		-			(992,871	)		(169,061	)		(1,161,932	)
Net Loss		-			-		-			(6,769,658	)		(6,769,658	)		(544,134	)		(7,313,792	)
Balance at March 31, 2024		9,235,119		$	333,711,811	$	2,602,960		$	(254,655,314	)	$	81,668,692		$	8,371,464		$	90,040,156
Gain from SHRG Convertible Notes		-			43,652		-			-			43,652			16,255			59,907
Change in Non-Controlling Interest		-			-		17,050			-			17,050			(17,050	)		-
Foreign Currency Translations		-			-		(1,071,537	)		-			(1,071,537	)		(182,358	)		(1,253,895	)
																			-
Net (Loss) Income		-			-		-			(1,239,114	)		(1,239,114	)		89,149			(1,149,965	)
Balance at June 30, 2024		9,235,119			333,755,463		1,548,473			(255,894,428	)		79,418,743			8,277,460			87,696,203
Balance		9,235,119			333,755,463		1,548,473			(255,894,428	)		79,418,743			8,277,460			87,696,203
Gain from SHRG Convertible Notes		-			10,036		-			-			10,036			1,681			11,717
Change in Non-Controlling Interest		-			-		(551,625	)		-			(551,625	)		551,625			-
Foreign Currency Translations		-			-		3,607,903			-			3,607,903			613,602			4,221,505
																			-
Net Income (Loss)		-			-		-			1,716,363			1,716,363			(247,124	)		1,469,239
Net Income (loss)		-			-		-			1,716,363			1,716,363			(247,124	)		1,469,239
Balance at September 30, 2024		9,235,119			333,765,499		4,604,751			(254,178,065	)		84,201,420			9,197,244			93,398,664
Balance		9,235,119			333,765,499		4,604,751			(254,178,065	)		84,201,420			9,197,244			93,398,664

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

| F-3 |

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Alset Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2025and 2024 (Unaudited)

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****	2025		****	2024		****
Cash Flows from Operating Activities
Net Loss from Operations	$	(16,382,033	)	$	(6,994,516	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		940,748			900,820
Non-Cash Lease Expenses		534,263			904,317
Impairments		1,255,196			1,511,481
Bad Debt Written Off		12,863			-
Gain on Sale of Stock of Subsidiary		(362,066	)		-
Foreign Transaction Loss		4,795,345			1,634,713
Employee Performance Share Expense		840,000			-
Unrealized Gain on Securities Investment		(167,300	)		(648,726	)
Unrealized Loss (Gain) on Securities Investment - Related Party		146,714			(2,796,660	)
Realized Loss on Securities Investment		738,680			679,204
Realized Loss on Securities Investment-Related Party		2,437,370			-
Loss on Equity Method Investment		1,959,284			2,569,644
Changes in Operating Assets and Liabilities, net of acquisitions
Real Estate		-			3,426,123
Real Estate Reimbursement Receivable		7,691,731			(1,488,097	)
Account Receivables		84,094			(6,456	)
Other Receivable - Related Parties		-			(304,305	)
Prepaid Expense		77,436			172,054
Deposits		211,448			(110,444	)
Trading Securities		(8,939,558	)		(5,399,220	)
Inventory		(2,947	)		83
Accounts Payable and Accrued Expenses		(1,003,913	)		(1,878,978	)
Operating Lease Liabilities		(358,798	)		(922,453	)
Net Cash Used in Operating Activities		(5,491,443	)		(8,751,416	)
Cash Flows from Investing Activities
Purchase of Property and Equipment		(205,851	)		(67,587	)
Purchase of Investment Securities		(40,000	)		(9,346	)
Advance to Related Party		-			(550,000	)
Proceeds from Sale of Equity Security Investment to a Related Party		2,613,143			-
Collection of Advance to Related Parties		-			467,107
Issuing Loan Receivable		-			(1,212,021	)
Issuing Loan Receivable - Related Party		(1,918,240	)		(1,368,083	)
Collection of Loan Receivable - Related Party		165,466			101,096
Cash Withdrawn from Trust Account for Redemptions		-			21,102,871
Cash Withdrawn from Trust Account Available to the Company		-			243,897
Net Cash Provided by Investing Activities		614,518			18,707,934
Cash Flows from Financing Activities
Proceeds from Common Stock Issuance		2,614,983			-
Buyback Treasury Stock		(420,273	)		-
Borrowing from a Commercial Loan		78,474			130,261
Repayment to Notes Payable		(275,374	)		(398,000	)
Repayment of Class A Common Stock		-			(21,102,871	)
Net Cash Provided by (Used in) Financing Activities		1,997,810			(21,370,610	)
Net Decrease in Cash and Cash Equivalents and Restricted Cash		(2,879,115	)		(11,414,092	)
Effects of Foreign Exchange Rates on Cash and Cash Equivalents		262,760			1,151,625
Cash and Cash Equivalents and Restricted Cash - Beginning of Period		28,183,726			27,889,293
Cash and Cash Equivalents and Restricted Cash- End of Period	$	25,567,371		$	17,626,826
Cash	$	25,459,416		$	16,679,183
Restricted Cash	$	107,955		$	947,643
Total Cash and Restricted Cash	$	25,567,371		$	17,626,826
Supplementary Cash Flow Information
Cash Paid for Interest	$	2,091		$	39,257
Cash Paid for Taxes	$	42,948		$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Initial Recognition of ROU / Lease Liability	$	132,044		$	887,001
Promissory Notes Received in Exchange for Sale of HWH Common Stock to Investors	$	-		$	16,160,000
Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation	$	-		$	1,509,375
Conversion of Ketomei Note Payable to Common Stock	$	-		$	310,796
Gain from SHRG Warrants and Convertible Notes	$	87,131		$	287,812
Acquisition of NEAPI for Issued Shares	$	83,000,000		$	-

See accompanying notes to condensed consolidated financial statements.

| F-4 |

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Alset Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2025and 2024

(Unaudited)

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Nature of Operations

Alset Inc. (the “Company” or “AEI”),

was incorporated in the State of Delaware on March 7, 2018. AEI is a diversified holding company principally engaged through its subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong, Australia, South Korea, and the People’s Republic of China. We manage a significant portion of our businesses through our 85.8% owned subsidiary, Alset International Limited (“Alset International”), a public company traded on the Singapore Stock Exchange.

The Company has four operating segments based on the products and services we offer, which include three of our principal businesses – real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business activities.

Going Concern

The accompanying consolidated

financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses from operations. As of and for the nine months ended September 30, 2025, the Company had an accumulated deficit of $266,894,027 and a loss from operations of $9,266,557. These conditions initially raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

Management has evaluated its

plans to address these conditions, including the Company’s current liquidity, expected operating cash inflows, and cash generated from real estate activities. As of September 30, 2025, the Company had cash of $25,459,416 and restricted cash of $107,955, compared to cash of $27,243,787 and restricted cash of $939,939 as of December 31, 2024. Based on these factors and management’s plans, management believes that the substantial doubt previously identified has been alleviated.

However, there can be no assurance that the Company will be successful in executing its plans or generating sufficient liquidity, and failure to do so could adversely affect the Company’s operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles ofConsolidation

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other interim periods or for any other future years. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2024 filed on March 31, 2025.

The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated.

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The Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of September 30, 2025 and December 31, 2024, as follows:

SCHEDULE OF SUBSIDIARIES

Name of subsidiary	State or other jurisdiction of	Attributable interest as of,
consolidated under AEI	incorporation or organization	September 30, 2025			December 31, 2024
		%			%
Alset Global Pte. Ltd.	Singapore		100			100
Alset Business Development Pte. Ltd.	Singapore		100			100
Global eHealth Limited	Hong Kong		100			100
Alset International Limited	Singapore		85.8			85.7
Singapore Construction & Development Pte. Ltd.	Singapore		85.8			85.7
Singapore Construction Pte. Ltd.	Singapore		85.8			85.7
Global BioMedical Pte. Ltd.	Singapore		85.8			85.7
Health Wealth Happiness Pte. Ltd.	Singapore		73.3			81.1
SeD Capital Pte. Ltd.	Singapore		85.8			85.7
LiquidValue Asset Management Pte. Ltd.	Singapore		85.8			85.7
Alset Solar Limited	Hong Kong		85.8			85.7
Alset F&B One Pte. Ltd.	Singapore		74.8			73.0
BMI Capital Partners International Limited	Hong Kong		85.8			85.7
SeD Perth Pty Ltd	Australia		85.8			85.7
SeD Intelligent Home Inc.	United States of America		85.8			85.7
Winning Catering Group, Inc. (f.k.a. LiquidValue Development Inc.)	United States of America		85.8			85.7
Alset EHome Inc.	United States of America		85.8			85.7
SeD USA, LLC	United States of America		85.8			85.7
150 Black Oak GP, Inc.	United States of America		85.8			85.7
SeD Development USA Inc.	United States of America		85.8			85.7
150 CCM Black Oak, Ltd.	United States of America		85.8			85.7
SeD Texas Home, LLC	United States of America		100			100
SeD Ballenger, LLC	United States of America		85.8			85.7
SeD Maryland Development, LLC	United States of America		71.6			71.6
SeD Development Management, LLC	United States of America		72.9			72.8
Hapi Metaverse Inc.	United States of America		99.6			99.6
HotApp BlockChain Pte. Ltd.	Singapore		99.6			99.6
HotApp International Limited	Hong Kong		99.6			99.6
UBeauty Limited	Hong Kong		85.8			85.7
HWH World Inc.	South Korea		-			81.1
BioHealth Water Inc.	United States of America		85.8			85.7
Hapi Robot Pte. Ltd.	Singapore		85.8			85.7
American Home REIT Inc.	United States of America		100			100
Hapi Cafe Inc.	Texas, United States of America		73.3			81.1
HWH (S) Pte. Ltd.	Singapore		85.8			85.7
LiquidValue Development Pte. Ltd.	Singapore		100			100
LiquidValue Development Limited	Hong Kong		100			100
Alset F&B Holdings Pte. Ltd.	Singapore		73.3			81.1
Credas Capital Pte. Ltd.	Singapore		64.3			64.2
Credas Capital GmbH	Switzerland		64.3			64.2
Smart Reward Express Limited	Hong Kong		99.6			49.8	*
AHR Texas Two, LLC	United States of America		100			100
AHR Black Oak One, LLC	United States of America		85.8			85.7
AHR Texas Three, LLC	United States of America		100			100
Hapi Cafe Korea Inc.	South Korea		73.3			81.1
Alset Acquisition Sponsor, LLC	United States of America		93.6			93.5
HWH International Inc.	Delaware, United States of America		73.3			81.1
Alset Spac Group Inc.	United States of America		93.6			93.5
Hapi WealthBuilder Pte. Ltd.	Singapore		73.3			81.1
Hapi iRobot Pte. Ltd.	Singapore		73.3			81.1
HWH International Inc.	Nevada, United States of America		73.3			81.1
Hapi Cafe SG Pte. Ltd.	Singapore		73.3			81.1
Hapi Cafe Limited	Hong Kong		99.6			99.6
Hapi Group HK Limited	Hong Kong		99.6			99.6
AHR Texas Four, LLC	United States of America		100			100
Alset F&B (PLQ) Pte. Ltd.	Singapore		73.3			81.1
Hapi Robot Service Pte. Ltd.	Singapore		99.6			99.6
Guangdong LeFu Wealth Investment Consulting Co., Ltd.	China		99.6			99.6
Dongguan Leyouyou Catering Management Co., Ltd.	China		99.6			99.6
Robot Ai Trade Pte. Ltd.	Singapore		85.8			85.7
Ketomei Pte. Ltd.	Singapore		40.8	*		39.7	*
Hapi MarketPlace Inc.	United States of America		-			81.1
Hapi Café Co., Ltd.	Taiwan		99.6			99.6
Hapi Home Inc.	United States of America		-			81.1
Hapi Robot Inc.	United States of America		69.1			72.3
Hapi Café Sdn. Bhd.	Malaysia		73.3			81.1
L.E.H. Insurance Group, LLC	United States of America		73.3			-
Hapi Wealth Builder Limited	Hong Kong		73.3			-
LVD Merger Corp.	United States of America		85.8			-
Alset Real Estate Holdings Inc.	United States of America		85.8			-
New Energy Asia Pacific Inc.	United States of America		100			-
Alset Robot Inc.	United States of America		70.4			-
*	Although the Company indirectly holds less than 50% of shares of these entities, the subsidiaries of the Company directly hold more than 50% of shares of these entities, and therefore, they are still consolidated into the Company.
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During the year ended December 31, 2024, the Company disposed of few subsidiaries which had no or very minimal activities. The disposal of these entities had immaterial effect on the Company’s consolidated financial statements and their deconsolidation did not meet the criteria for presentation as discontinued operations under ASC 205-20.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, allowance for doubtful accounts, valuation of real estate assets, allocation of development costs and capitalized interest to sold lots, fair value of the investments, the valuation allowance of deferred taxes, and contingencies. Actual results could differ from those estimates.

In our property development business, land acquisition costs are allocated to each lot based on the area method, the size of the lot compared to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

If allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable, those costs would be allocated based on area method.

When the Company purchases properties but does not receive the assessment information from the county, the Company allocates the values between land and building based on the data of similar properties. The Company makes appropriate adjustments once the assessment from the county is received. At the same time, any necessary adjustments to depreciation expense are made in the income statement.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents include cash on hand and at the bank and short-term deposits with financial institutions that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in values.

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Restricted Cash

As a condition to the loan agreement with the

Manufacturers and Traders Trust Company (“M&T Bank”), the Company was required to maintain a minimum of $2,600,000 in an interest-bearing account maintained by the lender as additional security for the loans. The fund was required to remain as collateral for the loan and outstanding letters of credit until the loan and letters of credit are paid off in full and the loan agreement is terminated. The loan has expired during 2022 and only letters of credit were outstanding as of September 30, 2025 and December 31, 2024. On March 15, 2022 approximately $2,300,000 was released from collateral. On December 14, 2023 additional $201,751 was released from collateral. As of September 30, 2025 and December 31, 2024, the total balance of this account was $107,955 and $107,874, respectively.

Account Receivables and Allowance for CreditLosses

Account receivables is recorded at invoiced amounts

net of an allowance for credit losses and does not bear interest. The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing account receivables. The measurement and recognition of credit losses involves the use of judgment. Management’s assessment of expected credit losses includes consideration of current and expected economic conditions, market and industry factors affecting the Company’s customers (including their financial condition), the aging of account balances, historical credit loss experience, customer concentrations, customer creditworthiness, and the existence of sources of payment. The Company also establishes an allowance for credit losses for specific receivables when it is probable that the receivable will not be collected and the loss can be reasonably estimated. Account receivables considered uncollectible are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2025 and December 31, 2024, the allowance for credit losses was an immaterial amount. The Company does not have any off-balance sheet credit exposure related to its customers. As of September 30, 2025 and December 31, 2024, the balance of account receivables was $62,871 and $75,646, respectively.

Other Receivables and Allowance for CreditLosses

Other receivables include developer reimbursements for Lakes at Black Oak and Alset Villas projects. The Company records an allowance for credit losses based on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the third-party engineering company, and Moody’s credit ratings. The allowance amount for these reimbursements was immaterial at September 30, 2025 and December 31, 2024.

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Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. As of September 30, 2025 and December 31, 2024, inventory consisted of finished goods from subsidiaries of HWH International Inc. and Hapi Metaverse Inc. The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required to write-down inventories to net realizable value.

Investment Securities

Investment Securities at Fair Value

The Company commonly holds investments in equity securities with readily determinable fair values, equity investments without readily determinable fair values, investments accounted for under the equity method, and investments at cost. Certain of the Company’s investments in marketable equity securities and other securities are long-term, strategic investments in companies that are in various stages of development.

The Company accounts for certain of its investments in equity securities in accordance with ASU 2016-01 Financial Instruments—Overall (Subtopic 825- 10): Recognition and Measurementof Financial Assets and Financial Liabilities (“ASU 2016-01”). In accordance with ASU 2016-01, the Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price at the close of the reporting period.

The Company has a portfolio of trading securities. The objective is to generate profits on short-term differences in market prices. The Company does not have significant influence over any trading securities in our portfolio and fair value of these trading securities are determined by quoted stock prices.

The Company has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity method of accounting. DSS, Inc. (“DSS”), HIPH World Inc. (f.k.a. American Premium Water Corporation and New Electric CV Corporation, “HIPH”), Value Exchange International Inc. (“VEII”), Sharing Services Global Corp. (“SHRG”) and Impact Biomedical Inc. (“Impact”) are publicly traded companies and their fair value is determined by quoted stock prices.

●	The Company has significant influence over DSS. As of September 30, 2025 and December 31, 2024, the Company owned approximately 43.6% and 48.9% of the common stock of DSS, respectively. Our CEO, Chan Heng Fai, is an owner of additional common stock of DSS (not including any common or preferred shares we hold). In addition, our Chief Executive Officer is the Chairman of the Board of Directors of DSS. Apart from Chan Heng Fai, several other members of the Board of Directors of Alset Inc. are also members of the Board of Directors of DSS (Chan Tung Moe, our Co-Chief Executive Officer and a son of Chan Heng Fai, Lim Sheng Hon Danny, Wong Shui Yeung, Wu Wai William Leung, and Joanne Wong Hiu Pan).
●	The Company has significant influence over HIPH as the Company holds<br> approximately 0.5%<br> of the common shares of HIPH and our Chief Executive Officer, Chan Heng Fai, is the majority owner of the common stock of HIPH (not<br> including any common shares we hold).
●	The Company has significant influence over VEII as the Company holds approximately 45.8% of the common shares of VEII. Chan Heng Fai and another member of the Board of Directors of Hapi Metaverse Inc., Lum Kan Fai Vincent, are both members of the Board of Directors of VEII. In addition to Mr. Chan, three other members of the Board of Directors of Alset Inc. are also members of the Board of Directors of VEII (Wong Shui Yeung, Wong Tat Keung, and Lim Sheng Hon Danny).
●	The Company has significant influence over SHRG as the Company holds approximately 29.0% of the common shares of SHRG. Our Chief Executive Officer is a significant stockholder of SHRG shares.
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●	The Company had significant influence over Impact as the Company held approximately 35.3% of the common shares of Impact as of December 31, 2024. The Company sold all its shareholding in Impact during first four months of 2025.

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Investment Securities at Cost

Investments in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes in orderly transactions for the identical or similar investments of the same issuer. These investments are measured at fair value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss, recognized in the condensed consolidated statements of comprehensive income, equals to the amount by which the carrying value exceeds the fair value of the investment.

On September 8, 2020,

the Company acquired 1,666 shares, approximately 1.45% ownership, from Nervotec Pte Ltd (“Nervotec”), a private company, at a purchase price of $37,826. The Company applied ASC 321 and measured Nervotec at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of December 31, 2024, the value of the investment in Nervotec is $589, as the Company wrote off $37,287 of this investment. As of September 30, 2025, the value of the investment is $0 as the Company written of the remaining balance.

During 2021, the Company

invested $19,609 in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18% ownership. K Beauty was established for sourcing, developing and producing variety of Korea-made beauty products as well as Korea - originated beauty contents for the purpose of distribution to HWH’s membership distribution channel.

On April 25, 2024, the Company entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness Pte Ltd. (“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan Heng Fai, the Company’s Executive Chairman, as a part of the Company’s strategy of building its travel business in Asia. The joint venture company (referred to here as the “JVC”) is known as HapiTravel Holding Pte. Ltd. The JVC was incorporated in July 2024 and is owned by: (a) HWHPL holds 19% of the shares in the JVC; (b) Chan Heng Fai holds 11%; and (c) the remaining 70% of the shares in the JVC are held by Chen Ziping.

On April 23, 2025, the Company completed the sale

of HWH World Inc.(“HWHKOR”) by Health Wealth Happiness Pte. Ltd. (“HWHPL”) to AES Group Inc. (“AES”), a Korean entity. The sale was consummated under a term sheet signed on April 20, 2025, pursuant to which the Company agreed to transfer its 100% equity interest in HWHKOR to AES. In exchange, AES agreed to issue new shares, representing 19.9% of the enlarged share capital of AES to the Company upon closing. Total of $384,356 gain was generated from this deal and recorded in the Company’s statement of operations. The disposal of HWHKOR had immaterial effect on the Company’s consolidated financial statements and the deconsolidation did not meet the criteria for presentation as discontinued operations under ASC 205-20.

There has been no indication of impairment or changes in observable prices via transactions of similar securities in the remaining investments and these remaining investments are still carried at cost.

Equity Method Investment

The Company accounts for equity investments in entities with significant influence under equity-method accounting. Under this method, the Company’s pro rata share of income (loss) from investment is recognized in the condensed consolidated statements of comprehensive income. Dividends received reduce the carrying amount of the investment. When the Company’s share of loss in an equity-method investee equals or exceeds its carrying value of the investment in that entity, the equity method investment can be reduced below zero based on losses, if the Company either is liable for the obligations of the investee or provides for losses in excess of the investment when imminent return to profitable operations by the investee appears to be assured. Otherwise, the Company does not recognize its share of equity method losses exceeding its carrying amount of the investment. Equity-method investment is reviewed for impairment by assessing if the decline in market value of the investment below the carrying value is other-than-temporary. In making this determination, factors are evaluated in determining whether a loss in value should be recognized. These include consideration of the intent and ability of the Company to hold investment and the ability of the investee to sustain an earnings capacity, justifying the carrying amount of the investment. Impairment losses are recognized in other expense when a decline in value is deemed to be other-than-temporary.

| F-9 |

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American Medical REIT Inc.

LiquidValue Asset Management Pte. Ltd. (“LiquidValue”),

a subsidiary of the Company, owns 16.4% of American Medical REIT Inc. (“AMRE”) as of September 30, 2025, a company concentrating on medical real estate. AMRE acquires state-of-the-art, purpose-built healthcare facilities and leases them to leading clinical operators with dominant market share under secure triple net leases. AMRE targets hospitals (both Critical Access and Specialty Surgical), Physician Group Practices, Ambulatory Surgical Centers, and other licensed medical treatment facilities. Chan Heng Fai, our Chairman and CEO, is the executive chairman and director of AMRE. DSS, of which we own 43.6% and have significant influence over, owns 80.8% of AMRE. Therefore, the Company has significant influence over AMRE. The Company’s share of losses from AMRE exceeded the carrying amount of the investment, and as a result, the Company suspended recognition of additional losses. The Company will resume recognizing its share of losses only to the extent that it subsequently becomes obligated to fund the investee’s losses or the investee returns to profitability and the Company’s share of earnings exceeds its previously unrecognized losses.

American Pacific Financial, Inc.

The Company owns 36.9% of the shares of the common stock of American Pacific Financial, Inc., formerly known as American Pacific Bancorp, Inc. (“APF”). APF is organized for the purposes of being a financial network holding company, focused on providing commercial loans and on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting, and advisory capital raising services. The Company elected to apply the equity method accounting to its investment in APF, as the Company retains significant influence over APF.

During

the three months ended September 30, 2025 and 2024, the investment loss was $557,686 and $594,716 loss, respectively. During the nine months ended September 30, 2025 and 2024, the investment loss was $1,846,405 and $2,518,320, respectively. As of September 30, 2025 and December 31, 2024, the investment in APF was $2,374,890 and $4,221,296, respectively.

Sentinel Brokers CompanyInc.

The Company’s indirect subsidiary, SeD Capital Pte Ltd (“SeD Capital”), owns 39.8 shares (8.76%) of the Common Stock of Sentinel Brokers Company Inc. (“Sentinel”). Sentinel is a broker-dealer operating primarily as a fiduciary intermediary, facilitating institutional trading of municipal and corporate bonds as well as preferred stock, and is registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). The Company has significant influence over Sentinel as our CEO holds a director position on Sentinel’s Board of Directors. Additionally, DSS, of which we own 43.6% and have significant influence over, owns 91.24% of Sentinel. During the three months ended September 30, 2025, the investment loss in Sentinel was $37,602. During the nine months ended September 30, 2025, the investment loss in Sentinel was $59,798. During the three and nine months ended September 30, 2024, the investment in Sentinel resulted in a $3,211 gain and $36,580 loss, respectively. Investment in Sentinel was $49,952 and $109,750 at September 30, 2025 and December 31, 2024, respectively.

New Energy Asia Pacific Company Limited

On May 22, 2025, the Company entered into the

Stock Purchase Agreement dated with Chan Heng Fai, pursuant to which the Company purchased from Mr. Chan all of the outstanding shares of New Energy Asia Pacific Inc. (“NEAPI”) for a purchase price of $83,000,000 in the form of a promissory note convertible into newly issued shares of the Company’s common stock (the “Convertible Note”). The Convertible Note bore a simple interest rate of 1% per annum. Under the terms of the Convertible Note, Mr. Chan was able to convert any outstanding principal and interest into shares of the Company’s common stock at $3.00 per share prior to maturity of the Convertible Note five (5) years from the date of the Convertible Note. On July 23, 2025, the date when the transaction was closed, Mr. Chan converted the entire balance of the $83,000,000 Convertible Note into 27,666,667 restricted shares of the Company’s common stock.

| F-10 |

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NEAPI owns 41.5% of the issued and outstanding

shares of New Energy Asia Pacific Company Limited (“New Energy”), a Hong Kong corporation. New Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries. During the three and nine months ended September 30, 2025, the investment loss in New Energy was $53,081. Investment in New Energy was $82,946,919 at September 30, 2025.

Investment in Debt Securities

Certain debt securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss. Other debt securities are carried at cost, net of any impairment losses. Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated statements of comprehensive income. The Company evaluates its debt securities for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information.

Deposits

Deposits represent refundable rental deposits

paid in connection with office and café leases. Deposits are classified as current assets if the related lease agreements are scheduled to expire within twelve months from the balance sheet date. Deposits associated with leases extending beyond twelve months are classified as noncurrent assets. As of September 30, 2025 and December 31, 2024, $81,650 and $210,495 of deposits, respectively, were current and would be refundable within the next twelve months. As of September 30, 2025 and December 31, 2024, $212,743 and $272,281 of deposits, respectively, were noncurrent.

Real Estate Assets

Real estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in accordance with FASB ASC 805 - “BusinessCombinations”, when acquired assets are recorded at fair value. Interest, property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction period of major facilities and land improvements. The capitalization period begins when activities to develop the parcel commence and ends when the asset constructed is completed. The capitalized costs are recorded as part of the asset to which they relate and are reduced when lots are sold.

The Company capitalized construction costs of approximately $0 and $(1.4) million, net of sales, for the three months ended September 30, 2025 and 2024, respectively. The Company capitalized construction costs of approximately $0 and $5.1 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment of identifying potential triggering events for impairment. Management may use the market comparison method to value other relatively small projects. In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), the Company applies a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred.

The Company did not record impairment on any of its projects during the three and nine months ended on September 30, 2025 and 2024.

| F-11 |

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Rental Properties

Rental properties are acquired with the intent

to be rented to tenants. As of September 30, 2025 and December 31, 2024, the Company owned 132 homes. The aggregate purchase cost of all the homes is $30,998,258. These homes are located in Montgomery and Harris Counties, Texas. All of these purchased homes are properties of our rental business.

Investments in Single-Family ResidentialProperties

The Company accounts for its investments in single-family residential properties as asset acquisitions and records these acquisitions at their purchase price. The purchase price is allocated between land, building and improvements based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, title fees, property inspection and valuation fees, as well as other closing costs.

Building improvements and buildings are depreciated

over estimated useful lives of approximately 10 to 27.5 years, respectively, using the straight-line method.

The Company assesses its investments in single-family residential properties for impairment whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the asset’s carrying value with its fair value. Should impairment exist, the asset is written down to its estimated fair value. The Company did not recognize any impairment losses during three and nine months ended September 30, 2025 and 2024.

Rental of Model Houses

In May 2023, the Company entered into a lease agreement for one of its model houses located in Montgomery County, Texas. The lease was terminated in February 2025. Management intends to procure a new tenant to occupy the premises after the office used for real estate sales is converted back to a garage.

On July 14, 2023, 150 CCM Black Oak Ltd entered

into a model home lease agreement with Davidson Homes, LLC (“Davidson”). On August 3, 2023, 150 CCM Black Oak Ltd entered into a development and construction agreement with Davidson Homes, LLC to build a model house located in Montgomery County, Texas. On January 4, 2024, 150 CCM Black Oak Ltd sent $220,076 to Davidson as reimbursement for final construction cost and the contractor’s fee. The model home lease commenced on January 1, 2024, lease term is twenty-four (24) full months and annual base rent equals to twelve percentage (12%) of the total of the final cost of construction and the contractor’s fee.

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Revenue Recognition and Cost of Revenue

ASC 606 - Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services. ASC 606 requires the Company to apply the following steps:

(1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, performance obligations are satisfied.

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The following represents the Company’s revenue recognition policies by Segments:

Real Estate

Property Sales

Part of the Company’s real estate business is land development. The Company purchases land and develops it for building into residential communities. The developed lots are sold to builders (customers) for the construction of new homes. Builders enter a sales contract with the Company before they take the lots. The prices and timeline are determined and agreed upon in the contract. Builders do the inspections to make sure all conditions and requirements in contracts are met before purchasing the lots. A detailed breakdown of the five-step process for the revenue recognition of the Lakes at Black Oak project, which represented approximately 0% and 73%, of the Company’s revenue in the nine months ended on September 30, 2025 and 2024, respectively, is as follows:

●	Identify the contract with a customer.

The Company has signed agreements with the builders for developing the raw land to ready to build lots. The contract has agreed upon prices, timelines, and specifications for what is to be provided.

●	Identify the performance obligations in the contract.

Performance obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that are outlined in the contract. The customer inspects all lots prior to accepting title to ensure all specifications are met.

●	Determine the transaction price.

The transaction price per lot is fixed and specified in the contract. Any subsequent change orders or price changes are required to be approved by both parties.

●	Allocate the transaction price to performance obligations in the contract.

Each lot or a group of lots is considered to be a separate performance obligation, for which the specified price in the contract is allocated to.

●	Recognize revenue when (or as) the entity satisfies a performance obligation.

The builders do the inspections to make sure all conditions/requirements are met before taking title of lots. The Company recognizes revenue at a point in time when title is transferred. The Company does not have further performance obligations or continuing involvement once title is transferred. Revenue is recognized at a point in time.

Rental Revenue

The Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees.

Rent from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Generally, at the end of the lease term, the Company provides the tenant with a one-year renewal option, including mostly the same terms and conditions provided under the initial lease term, subject to rent increases.

The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within deferred revenues and other payables on the Company’s condensed consolidated balance sheets.

| F-13 |

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Rental revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. For the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company did not recognize any deferred revenue and collected all rents due.

Cost of Revenues

Real Estate

●	Cost of Real Estate Sale

All of the costs of real estate sales are from our land development business. Land acquisition costs are allocated to each lot based on the area method, the size of the lot comparing to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

If allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project.

●	Cost of Rental Revenue

Cost of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and maintenance, depreciation and other related administrative costs. Utility expenses are paid directly by tenants.

Other Businesses

●	Food and Beverage

The Company, through Alset F&B One Pte. Ltd. (“Alset F&B One”) and Alset F&B (PLQ) Pte. Ltd. (“Alset F&B PLQ”) each acquired a restaurant franchise license at the end of 2021 and 2022, respectively, both of which have since commenced operations. These licenses allow Alset F&B One and Alset F&B PLQ each to operate a Killiney Kopitiam restaurant in Singapore. Killiney Kopitiam, founded in 1919, is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling traditional coffee and tea, along with a range of local delicacies such as Curry Chicken, Laksa, Mee Siam, and Mee Rebus.

In the second quarter of 2024, the Company ceased

operations of its subsidiary Alset F&B PLQ. Due to the closure of this subsidiary, the Company wrote off $5,820 of property and equipment, which is included in general and administrative expenses and recorded a gain on termination of lease of $246, which is included in other income on the Company’s Statement of Operations for the year ended December 31, 2024.

The Company, through Hapi Café Inc. (“HCI-T”), commenced operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea.

The cafes are operated by subsidiaries of HCI-T, namely Hapi Café SG Pte. Ltd. in Singapore and Hapi Café Korea Inc. in Seoul, South Korea. Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize the way individuals dine, work, and live, by providing a conducive environment for everyone to relish the four facets – health and wellness, fitness, productivity, and recreation all under one roof. On September 13, 2025, the Company ceased operations of its subsidiary Hapi Café Korea Inc.

| F-14 |

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In 2023, the Company incorporated new subsidiaries Guangdong LeFu Wealth Investment Consulting Co., Ltd. (f.k.a. Shenzhen Leyouyou Catering Management Co. Ltd.) and Dongguan Leyouyou Catering Management Co., Ltd. in the People’s Republic of China. These companies are principally engaged in the food and beverage business in Mainland China.

Additionally, through its subsidiary MOC HK Limited,

the Company was focused on operating café business in Hong Kong. This business was acquired on October 5, 2022. During the acquisition, a goodwill of $60,343 had been generated for the Company. The café was closed on September 16, 2024 and the goodwill was impaired during the year ended December 31, 2024.

●	Remaining performance obligations

As of September 30, 2025 and December 31, 2024, there were no remaining performance obligations or continuing involvement, as all service obligations within the other business activities segment have been completed.

Stock-Based Compensation

The Company accounts

for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. During the three and nine months ended on September 30, 2025, the Company recorded $0 and $840,000, respectively, as stock-based compensation expense, which is included in General and Administrative expenses on the Company’s income statement. The fair value of stock-based compensation was determined based on the Company’s stock price on the date of issuance. During the three and nine months ended on September 30, 2024, the Company recorded $0 as stock-based compensation expense.

Foreign currency

Functional and reporting currency

Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements of the Company are presented in U.S. dollars (the “reporting currency”).

The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong, Australia, South Korea, the People’s Republic of China, and Taiwan are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”), South Korean Won (“KRW”), Chinese Yuan (CN¥) and Taiwan Dollar (“NT$”), which are also the functional currencies of these entities.

Transactions in foreign currencies

Transactions in currencies other than the functional currency during the periods are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations.

The majority of the Company’s foreign currency

transaction gains or losses come from the effects of foreign exchange rate changes on the intercompany loans between Singapore entities and U.S. entities. The Company recorded foreign exchange gain of $1,448,155 and loss of $3,673,699 during the three months ended on September 30, 2025 and 2024, respectively. The Company recorded foreign exchange loss of $4,795,345 and loss of $1,634,713 during the nine months ended on September 30, 2025 and 2024, respectively. The foreign currency transactional gains and losses are recorded in operations.

| F-15 |

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Translation of consolidated entities’financial statements

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. The Company’s entities with functional currency of S$, HK$, AUD, KRW, CN¥ and NT$, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenue, expense, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss).

The Company recorded other comprehensive loss

of $1,536,824 from foreign currency translation for the three months ended September 30, 2025 and $4,221,505 gain for the three months ended September 30, 2024, in accumulated other comprehensive loss. The Company recorded other comprehensive gain of $4,458,048 from foreign currency translation for the nine months ended September 30, 2025 and $1,805,678 gain for the nine months ended September 30, 2024, in accumulated other comprehensive loss. The foreign currency transactional gains and losses are recorded in operations.

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Earnings (Loss) per Share

The Company presents basic and diluted earnings (loss) per share data for its common shares. Basic earnings (loss) per share are calculated by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares outstanding during the year, adjusted for treasury shares held by the Company.

Diluted earnings (loss) per share are determined

by adjusting the profit or loss attributable to common stock shareholders and the weighted-average number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible securities, such as stock options, convertible bonds and warrants. At September 30, 2025 and December 31, 2024, there were 425,216 potentially dilutive warrants outstanding.

Basic and diluted net loss per share is the same for both periods presented, as all potentially dilutive securities were antidilutive due to the Company’s net loss in both periods presented.

Fair Value Measurements

ASC 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques.

The carrying value of the Company’s financial instruments, including cash and restricted cash, accounts receivable and accounts payable and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The liabilities in connection with the conversion and make-whole features included within certain of the Company’s notes payable and warrants are each classified as a level 3 liability.

| F-16 |

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Non-controlling interests

Non-controlling interests represent the equity in subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the condensed consolidated statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance Sheets, separately from equity attributable to owners of the Company.

At September 30, 2025 and December 31, 2024, the

aggregate non-controlling interests in the Company were $8,714,196 and $8,867,785, respectively.

Impairment of Long-lived Assets

Real Estate

Our policy is to annually obtain an independent third-party valuation for each major project in the United States to identify triggering events for impairment. Our management may use a market comparison method to value other relatively small projects. In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), we apply a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred.

Goodwill

The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently, if the management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. The impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

Loans and Investments

The Company evaluates loans and investments for impairment at each reporting date. For loans, impairment is recognized when it is probable that the Company will be unable to collect all amounts due according to the contractual terms. For investments, an impairment loss is recorded if the decline in fair value is considered other-than-temporary. Impairment losses are measured based on the difference between the carrying amount and estimated fair value, with changes recognized in the consolidated statements of operations.

Property and Equipment

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.

| F-17 |

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Related Party Transactions

The Company accounts for related party transactions in accordance with ASC 850 Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Recent AccountingPronouncements

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In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU 2023-09’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its financial statements.

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity’s expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the ASU 2024-03 to determine its impact on the Company’s disclosures.

| F-18 |

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3. CONCENTRATIONS

The Company maintains cash balances at various financial institutions in different countries. These balances are usually secured by the central banks’ insurance companies. At times, these balances may exceed the insurance limits.

For the three months

ended September 30, 2025 there were no concentrations for any of our revenue streams. For the three months ended September 30, 2024, one customer accounted for approximately 100% of the Company’s property development revenue. For the nine months ended September 30, 2025 there were no concentrations for any of our revenue streams. For the nine months ended September 30, 2024, one customer accounted for approximately 100% of the Company’s property development revenue.

4. SEGMENTS

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Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers (the “CODMs”), or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers are the two Co-CEOs, who review and assess the performance of the Company as a whole. The Company reports its segment information to reflect the manner in which the CODMs review and assess performance. The Company has four operating segments based on the products and services we offer, which include three of our principal businesses – real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business activities. In determination of segments, the Company, together with its CODMs, considers factors that include the nature of business activities, allocation of resources and management structure.

The primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODMs use net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated Statements of Operations. Costs excluded from segment income (loss) before taxes and reported as “Other” consist of corporate general and administrative activities which are not allocable to the four reportable segments.

The CODMs do not evaluate performance or allocate resources based on segment assets.

The following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the nine months ended September 30, 2025 and 2024:

SCHEDULE OF SEGMENT INFORMATION

	Real Estate			Digital Transformation Technology			Biohealth Business			Other			Total
Nine Months Ended on September 30, 2025
Revenue	$	2,126,737		$	151		$	-		$	1,039,205		$	3,166,093
Cost of Sales		(1,905,090	)		(223	)		-			(471,631	)		(2,376,944	)
Gross Profit		221,647			(72	)		-			567,574			789,149
Operating Expenses		(1,369,966	)		(448,809	)		(446,268	)		(7,790,663	)		(10,055,706	)
Operating Loss		(1,148,319	)		(448,881	)		(446,268	)		(7,223,089	)		(9,266,557	)
Other Income (Expense)		1,621			(1,488,079	)		(2,624,116	)		(2,957,430	)		(7,068,004	)
Net Loss Before Income Tax		(1,146,698	)		(1,936,960	)		(3,070,384	)		(10,180,519	)		(16,334,561	)

| F-19 |

| --- | | | Real Estate | | | Digital Transformation Technology | | | Biohealth Business | | | Other | | | Total | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Nine Months Ended on September 30, 2024 | | | | | | | | | | | | | | | | | Revenue | $ | 10,997,704 | | $ | - | | $ | - | | $ | 1,176,260 | | $ | 12,173,964 | | | Cost of Sales | | (7,882,274 | ) | | - | | | (3,409 | ) | | (552,466 | ) | | (8,438,149 | ) | | Gross Profit (Loss) | | 3,115,430 | | | - | | | (3,409 | ) | | 623,794 | | | 3,735,815 | | | Operating Expenses | | (1,321,120 | ) | | (421,543 | ) | | (910,354 | ) | | (7,122,562 | ) | | (9,775,579 | ) | | Operating Income (Loss) | | 1,794,310 | | | (421,543 | ) | | (913,763 | ) | | (6,498,768 | ) | | (6,039,764 | ) | | Other Income (Expense) | | 11,784 | | | (1,935,969 | ) | | (923,595 | ) | | 1,893,028 | | | (954,752 | ) | | Net Income (Loss) Before Income Tax | | 1,806,094 | | | (2,357,512 | ) | | (1,837,358 | ) | | (4,605,740 | ) | | (6,994,516 | ) |

5. REAL ESTATE ASSETS

As of September 30, 2025 and December 31, 2024, real estate assets consisted of the following:

SCHEDULE OF REAL ESTATE ASSETS

Rental properties at December 31, 2024	$	30,695,669
Depreciation		(806,037	)
Rental properties at September 30, 2025	$	29,889,632
Rental<br> properties at December 31, 2023	$	31,770,386
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Depreciation		(1,074,717	)
Rental<br> properties at December 31, 2024	$	30,695,669

Single family residential properties

As of September 30, 2025 and December 31, 2024,

the Company owned 132 Single Family Residential Properties (“SFRs”). The Company’s aggregate investment in those SFRs was $31 million. Depreciation expense was $264,052 and $264,052 in the three months ended September 30, 2025 and 2024, respectively. Depreciation expense was $792,155 and $792,155 in the nine months ended September 30, 2025 and 2024, respectively. These homes are located in Montgomery and Harris Counties, Texas.

The following table presents the summary of our SFRs as of September 30, 2025:

SCHEDULE OF SINGLE FAMILY RESIDENTIAL PROPERTIES

	Number of<br> <br>Homes		Aggregate<br> <br>Initial<br> <br>Investment		Average<br><br> <br>Investment<br> <br>per Home
SFRs		132	$	31,388,691	$	237,793

6. NOTES PAYABLE

As of September 30, 2025 and December 31, 2024, notes payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

	September 30, 2025		December 31, 2024
Motor Vehicle Loans	$	105,514	$	123,118
Loans for Operations		97,764		37,837
Promissory Note to EF Hutton LLC		1,127,978		1,255,345
Total notes payable	$	1,331,256	$	1,416,300

| F-20 |

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M&T Bank Loan

On April 17, 2019, SeD

Maryland Development LLC entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance amount of $18,500,000. The line of credit bore interest rate on LIBOR plus 375 basis points. SeD Maryland Development LLC was also provided with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000. The L/C commission will be 1.5% per annum on the face amount of the L/C. Other standard lender fees will apply in the event the L/C is drawn down. The loan is a revolving line of credit. The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed. Repayment of the Loan Agreement is secured by $2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. The loan expired during 2022 and only L/C is outstanding as of September 30, 2025 and December 31, 2024. On March 15, 2022 approximately $2,300,000 was released from collateral, leaving approximately $300,000 as collateral for outstanding letters of credit. On December 14, 2023 approximately $201,751 was released from collateral, leaving approximately $100,000 as collateral for outstanding letters of credit.

Promissory Note to EF Hutton LLC

On December 18, 2023, the Company’s subsidiary,

HWH International Inc. entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting agreement previously entered into by HWH and EF Hutton LLC (“EF Hutton”) (now known as D. Boral Capital LLC), a division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $3,018,750, the underwriters accepted a combination of $325,000 in cash paid upon the closing of Business Combination, 149,443 shares of the Company’s common stock and a $1,184,375 promissory note as full satisfaction. This agreement was effective at the closing of Business Combination on January 9, 2024. The 149,443 shares were issued as of the price of $10.10, totaling the amount of $1,509,375. The fair value of the HWH shares at issuance on January 9, 2024 was $2.82 per share or $421,429. No gain or loss was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior underwriting costs accounted for in equity. The promissory note carries interest rate equal to SOFR (secured overnight financing rate for U.S. Government Securities Business Day published by the Federal Reserve Bank of New York) plus a margin of one percent. The principal amount of the promissory note and any accrued interest shall mature (i) partially in the event HWH completes an offering within one year of the date of the promissory note, the amount of outstanding debt maturing being proportionate to the amount of proceeds of the future offering, or (ii) in partial installments through October of 2028, the outstanding balance being paid annually until the balance owed is paid in full. The first installment of the note that was due in October 2024 of $236,875 was paid in January 2025, resulting in a default due to the delay in payment. We are currently in negotiations with EF Hutton to resolve the default status and restore the account to good standing. As of September 30, 2025, the Company accrued $180,478 in interest on the promissory note and owed $1,127,978 to EF Hutton. As of December 31, 2024, the Company accrued $70,970 in interest on the promissory note and owed $1,255,345 to EF Hutton.

7. RELATED PARTY TRANSACTIONS

Purchase of Sharesand Warrants from HIPH

On July 17, 2020, the

Company purchased 122,039,000 shares, approximately 0.5% ownership, and warrants to purchase 1,220,390,000 shares with an exercise price of $0.0001 per share, from HIPH, for an aggregate purchase price of $122,039. We value the HIPH warrants under level 3 category through a Black Scholes option pricing model. The fair value of the HIPH warrants was $973 as of September 30, 2025 and December 31, 2024.

Stock Purchase Agreement with HWH

On November 25, 2024, the Company entered into

a stock purchase agreement with HWH pursuant to which the Company agreed to purchase 4,411,764 newly issued shares of the HWH’s common stock for a purchase price of $0.68 per share.

On December 24, 2024, the Company entered into

a stock purchase agreement with HWH pursuant to which the Company agreed to purchase 1,300,000 newly issued shares of the HWH’s common stock for a purchase price of $0.45 per share.

| F-21 |

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Stock Purchase Agreement with DSS

On December 10, 2024, the Company entered into

a stock purchase agreement with DSS, pursuant to which the Company agreed to purchase 820,597 newly issued shares of DSS’s common stock for a total purchase price of $800,000 (representing a price of $0.9749 per share of DSS common stock).

The Company and its various subsidiaries are collectively the largest shareholder of DSS. The Company’s Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Executive Chairman of DSS and a significant stockholder of DSS.

Business Combination of Alset Capital AcquisitionCorp. and HWH International Inc.

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On January 9, 2024, two entities affiliated with

Alset Inc. completed a previously announced transaction. On September 9, 2022, Alset Capital entered into an agreement and plan of merger (the “Merger Agreement”) with our indirect subsidiary HWH International Inc., a Nevada corporation (“HWH-NV”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Alset Capital (“Merger Sub”). The Company and its 85.8% owned subsidiary Alset International own Alset Acquisition Sponsor, LLC, the sponsor (the “Sponsor”) of Alset Capital.

Pursuant to the Merger Agreement, on January 9, 2024, a Business Combination between Alset Capital and HWH-NV was effected through the merger of Merger Sub with and into HWH-NV, with HWH-NV surviving the merger as a wholly owned subsidiary of Alset Capital (the “Merger”), and Alset Capital changing its name to HWH International Inc. (“New HWH”).

The total consideration paid at the closing of

the Merger by New HWH to the HWH-NV shareholders was 12,500,000 shares of New HWH common stock. Alset International owned the majority of the outstanding shares of HWH-NV at the time of the Business Combination, and received 10,900,000 shares of New HWH as consideration for its shares of HWH-NV.

New HWH currently has 6,476,400 shares of common stock issued and outstanding following a 1-for-5 reverse stock split of New HWH common stock on February 24, 2025. Of these shares, a total of 5,064,734 shares of New HWH common stock are now owned by the Sponsor, Alset International, and the Company directly. In addition, the Sponsor owns warrants convertible into up to 47,375 shares of New HWH common stock upon exercise.

The transaction described above was a transaction between entities under common control. In the transactions under common control, financial statements and financial information were presented as of the beginning of the period as though the assets and liabilities had been transferred at that date. The Company controlled both entities before and after the transaction and accordingly, the transaction had no effect on the Company’s financial statements as the equity was eliminated in consolidation.

Convertible Notesto Value Exchange

On January 27, 2023,

Hapi Metaverse Inc. and HIPH World Inc. (together with Hapi Metaverse Inc., the “Lenders”) entered into a Convertible Credit Agreement (the “1st VEII Credit Agreement”) with VEII. The 1st VEII Credit Agreement provides VEII with a maximum credit line of $1,500,000 with simple interest accrued on any advances of the money under the 1st VEII Credit Agreement at 8%. The 1st VEII Credit Agreement grants conversion rights to each Lender. Each Advance shall be convertible, in whole or in part, into shares of VEII’s Common Stock at the option of the Lender who made that Advance (being referred to as a “Conversion”), at any time and from time to time, at a price per share equal the “Conversion Price”. In the event that a Lender elects to convert any portion of an Advance into shares of VEII Common Stock in lieu of cash payment in satisfaction of that Advance, then VEII would issue to the Lender five (5) detachable warrants for each share of VEII’s Common Stock issued in a Conversion (“Warrants”). Each Warrant will entitle the Lender to purchase one (1) share of Common Stock at a per-share exercise price equal to the Conversion Price. The exercise period of each Warrant will be five (5) years from date of issuance of the Warrant. On February 23, 2023, Hapi Metaverse loaned VEII $1,400,000 (the “Loan Amount”). The Loan Amount can be converted into shares of VEII pursuant to the terms of the 1st VEII Credit Agreement for a period of three years. There is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock.

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On September 6, 2023, Hapi Metaverse converted

$1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII’s Common Stock. Under the terms of the 1st VEII Credit Agreement, Hapi Metaverse received Warrants to purchase a maximum of 36,723,160 shares of VEII’s Common Stock at an exercise price of $0.1770 per share. Such warrants expire five (5) years from date of their issuance. On September 30, 2025 the fair value of the remaining $100,000 of convertible note and warrants was $24,616 and $357,813, respectively. On December 31, 2024 the fair value of the remaining $100,000 of convertible note and warrants was $24,283 and $1,299,973, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables).

On December 14, 2023, Hapi Metaverse entered into

a Convertible Credit Agreement (“2nd VEII Credit Agreement”) with VEII. On December 15, 2023, Hapi Metaverse loaned VEII $1,000,000. The 2nd VEII Credit Agreement was amended pursuant to an agreement dated December 19, 2023. Under the 2nd VEII Credit Agreement, as amended, this amount can be converted into VEII’s Common Shares pursuant to the terms of the 2nd VEII Credit Agreement for a period of three years, until December 14, 2026. The principal under the 2nd VEII Credit Agreement accrues simple interest at 8% per annum. In the event that Hapi Metaverse converts this loan into shares of VEII’s Common Stock, the conversion price shall be $0.045 per share. In the event that Hapi Metaverse elects to convert any portion of the loan into shares of VEII’s Common Stock in lieu of cash payment in satisfaction of that loan, then VEII will issue to Hapi Metaverse five (5) detachable warrants for each share of VEII’s Common Stock issued in a conversion (“Warrants”). Each Warrant will entitle Hapi Metaverse to purchase one (1) share of VEII’s Common Stock at a per-share exercise price equal to the Conversion Price. The exercise period of each Warrant will be five (5) years from date of issuance of the Warrant. The fair value of this convertible note on September 30, 2025 and December 31, 2024 was $408,024 and $447,480, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables). At the time of this filing, the Company has not converted the Loan Amount.

On July 15, 2024, the Company entered into a Convertible

Credit Agreement (“3rd VEII Credit Agreement”) with VEII for an unsecured credit line in the maximum amount of $110,000 (“2024 Credit Line”). Advances of the principal under the 3rd VEII Credit Agreement accrue simple interest at 8% per annum. Each Advance under the 3rd VEII Credit Agreement and all accrued interest thereon may, at the election of VEII, or the Company, be: (1) repaid in cash; (2) converted into shares of VEII Common Stock; or (3) be repaid in a combination of cash and shares of VEII Common Stock. The principal amount of each Advance under the 3rd VEII Credit Agreement is due and payable on the third (3rd) annual anniversary of the date that the Advance is received by VEII along with any unpaid interest accrued on the principal (the “Advance Maturity Date”). Prior to the Advance Maturity Date, unpaid interest accrued on any Advance shall be paid on the last business day of June and on the last business day of December of each year in which the Advance is outstanding and not converted into shares of VEII Common Stock. Company may prepay any Advance under the 3rd VEII Credit Agreement and interests accrued thereon prior to Advance Maturity Date without penalty or charge. At the time of this filing, the Company has not converted the Loan Amount. The fair value of this convertible note on September 30, 2025 and December 31, 2024 was $102,308 and $97,867, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables). At the time of this filing, the Company has not converted the Loan Amount.

VEII issued a Convertible Promissory Note (the

“VEII Convertible Promissory Note”) for $30,000, dated as of March 28, 2025 to Alset Inc. as consideration for a loan in the same amount. This amount can be converted into shares of VEII pursuant to the terms of the VEII Convertible Promissory Note for a period of two years, until March 28, 2027. Interest on the outstanding balance of this Note shall accrue at a rate of 5% per annum. In the event that Alset Inc. converts all or a portion of the indebtedness into shares of VEII Common Stock, the conversion price shall be $0.0166 per share. The fair value of this convertible note on September 30, 2025 was $27,371. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables). At the time of this filing, the Company has not converted the Loan Amount.

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Convertible Notes to Sharing Services

On January 17, 2024,

the Company received a Convertible Promissory Note (the “1st SHRG Convertible Note”) from Sharing Services Global Corp., an affiliate of the Company, in exchange for a $250,000 loan made by the Company to SHRG. The Company may convert a portion or all of the outstanding balance due under the 1st SHRG Convertible Note into shares of SHRG’s common stock at the average closing market price of SHRG stock within the last three (3) days from the date of conversion notice. The 1st SHRG Convertible Note bears a 10% interest rate and has a scheduled maturity six (6) months from the date of the 1st SHRG Convertible Note, or July 17, 2024. The terms of the note and maturity date were subsequently extended. The new maturity date of the 1st SHRG Convertible Note is November 5, 2026. The fair value of this 1st SHRG Convertible Note on September 30, 2025 and December 31, 2024 was $247,082 and $468,093, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables).

On March 20, 2024, HWH International Inc., a subsidiary of the Company, entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note (the “2^nd^ SHRG Convertible Note) in the amount of $250,000, convertible into 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into 148,810 shares of SHRG’s common stock at an exercise price of $1.68 per share, the exercise period of the warrant being five (5) years from the date of the securities purchase agreement, for an aggregate purchase price of $250,000. 2^nd^ SHRG Convertible Note bears a 6% interest rate and has scheduled maturity on March 20, 2027, three years from the date of the 2^nd^ SHRG Convertible Note. At the time of this filing, HWH has not converted any of the debt contemplated by the 2^nd^ SHRG Convertible Note nor exercised any of the warrants. On September 30, 2025 the fair value of the 2^nd^ SHRG Convertible Note and warrants was $220,788 and $21, respectively. On December 31, 2024, the fair value of the 2^nd^ SHRG Convertible Note and warrants was $212,865 and $13,272, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables).

On May 9, 2024, HWH entered

into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “3rd SHRG Convertible Note”) in the amount of $250,000, convertible into 89,286 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $250,000. The 3rd SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the 3rd SHRG Convertible Note, May 9, 2027. Additionally, upon signing the 3rd SHRG Convertible Note, SHRG owns the Company commitment fee of 8% of the principal amount, which will be paid either in cash or in common stock of SHRG, at the discretion of the Company. At the time of this filing, HWH has not converted any of the debt contemplated by the 3rd SHRG Convertible Note. On September 30, 2025 and December 31, 2024, the fair value of the 3rd SHRG Convertible Note was $231,677 and $230,871, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)

On June 6, 2024, HWH

entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “4th SHRG Convertible Note”) in the amount of $250,000, convertible into 89,286 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $250,000. The Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the 4th SHRG Convertible Note, June 6, 2027. Additionally, upon signing the 4th SHRG Convertible Note, SHRG owns the Company commitment fee of 8% of the principal amount, $20,000 in total, which will be paid either in cash or in common stock of SHRG, at the discretion of the Company. At the time of this filing, HWH has not converted any of the debt contemplated by the 4th SHRG Convertible Note. On September 30, 2025 and December 31, 2024, the fair value of the 4th SHRG Convertible Note was $226,081 and $212,865, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)

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On August 13, 2024, HWH

entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “5th SHRG Convertible Note”) in the amount of $100,000, convertible into 35,714 shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $100,000. The 5th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the 5th SHRG Convertible Note, August 13, 2027. Additionally, upon signing the 5th SHRG Convertible Note, SHRG owed the Company a commitment fee of 8% of the principal amount, $8,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company. At the time of this filing, HWH has not converted any of the debt contemplated by the 5th SHRG Convertible Note. On September 30, 2025 and December 31, 2024, the fair value of the 5th SHRG Convertible Note was $88,382 and $88,209, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)

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On January 15, 2025, HWH entered into a Loan Agreement (the “1^st^ Loan Agreement”) with SHRG, under which HWH provided a loan to SHRG in the amount of $150,000. HWH may convert a portion or all of the outstanding balance due under the loan into shares of SHRG’s common stock at the average closing market price of SHRG stock within the last three (3) days from the date of maturity of the 1^st^ Loan Agreement, January 15, 2026. The 1^st^ Loan Agreement bears an 8% interest rate and has maturity date on January 15, 2028. At the time of this filing, HWH has not converted any of the debt contemplated by the 1^st^ Loan Agreement. On September 30, 2025, the fair value of the 1^st^ Loan Agreement was $154,823. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)

On March 31, 2025, HWH

entered into a securities purchase agreement with SHRG, pursuant to which SHRG issued a convertible promissory note to HWH in the amount of $150,000 (the “6th SHRG Convertible Note”). The 6th SHRG Convertible Note bears an 8% interest rate. The 6th SHRG Convertible Note is convertible into SHRG’s common stock at $0.80 per share at HWH’s option until maturity three (3) years from the date of the securities purchase agreement, March 31, 2028. In addition, SHRG granted HWH warrants exercisable into 937,500 shares of SHRG’s common stock. The warrants may be exercised for three (3) years from the date of the securities purchase agreement at an exercise price of $0.85 per share, for an aggregate purchase price of $796,875. At the time of this filing, HWH has not converted any of the debt contemplated by the 6th SHRG Convertible Note nor converted any warrants. On September 30, 2025, the fair value of the 6th SHRG Convertible Note and warrants was $134,263 and $131, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)

On April 17, 2025, HWH entered into a Loan Agreement (the “2^nd^ Loan Agreement”) with SHRG, under which HWH provided a loan to SHRG in the amount of $250,000. The 2^nd^ Loan Agreement bears an 8% interest rate and has maturity date on April 17, 2026. Additionally, upon execution SHRG incurred a commitment fee representing 5% of the loan principal, $12,500.

On April 21, 2025 HWH entered into a Loan Agreement (the “3^rd^ Loan Agreement”) with SHRG, under which the Company provided a loan to SHRG in the amount of $30,000. The maturity date of the 3^rd^ Loan Agreement is April 21, 2026. The Loan Agreement bears an 10% interest rate.

On June 27, 2025, HWH entered into a securities purchase agreement with SHRG pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “7^th^ SHRG Convertible Note”) in the amount of $60,000, convertible into 10,000,000 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $60,000, Additionally, upon signing the 7^th^ SHRG Convertible Note, SHRG owed the Company a commitment fee of 8% of the principal amount, $4,800 in total, to be paid either in cash or in common stock of SHRG, at the discretion of HWH. the 7^th^ SHRG Convertible Note bears an 8% interest rate and has scheduled maturity on June 26, 2028. At the time of filing, HWH has not converted any of the debt contemplated by the 7^th^ SHRG Convertible Note. On September 30, 2025, the fair value of the 7^th^ SHRG Convertible Note was $53,303. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)

On September 17, 2025,

HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “8th SHRG Convertible Note”) in the amount of $70,000, convertible into 11,666,667 shares of SHRG’s common stock at HWH’s option for an aggregate purchase price of $70,000. The 8th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note. Additionally, upon signing the 8th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $5,600 in total, to be paid either in cash or in common stock of SHRG, at HWH’s discretion. On September 30, 2025, the fair value of the 8th SHRG Convertible Note was $61,302. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)

Advance to Related Party

On February 20, 2024,

the Company sent $550,000 to Sentinel Brokers Company Inc. (“Sentinel”). The initial purpose of the transfer was to invest in shares of this company. The transaction did not close as planned and $467,107 of the funds were returned, with $82,893 written off as expense. The Company has significant influence over Sentinel as it holds 10.4% of outstanding shares of Sentinel and its CEO holds a director position on Sentinel’s Board of Directors.

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Acquisition of L.E.H. Insurance Group, LLC

On November 19, 2024, HWH entered definitive agreements

to acquire a controlling 60% interest in L.E.H. Insurance Group, LLC (“LEH”). The acquisition closed on February 27, 2025. This acquisition was facilitated through the purchase of shares from SHRG. LEH is a licensed insurance agency representing over 600 insurance companies, serving as an independent advisor to businesses and individuals. LEH provides personalized insurance solutions, offering expert guidance to meet the unique coverage needs of each customer. LEH is in the early stages of its development, has no employees on its payroll, and has yet to turn a profit. The Company paid $75,000 for the acquisition and recorded $77,480 of goodwill as result of the acquisition, which was immediately written off.

On September 17, 2025, HWH entered into another

definitive agreement to acquire the remaining 40% interest in L.E.H. Insurance Group, LLC. The acquisition closed on August 27, 2025. This acquisition was facilitated through the purchase of shares from SHRG. The Company paid $40,000 for the acquisition and recorded $45,003 of goodwill as result of the acquisition, which was immediately written off.

As of September 30, 2025,

the Company impaired goodwill of $122,482 to $0, which was generated from net asset value during the acquisition. Total impairment expenses were $122,482.

Apartment Rental for the CEO

The Company was renting

an apartment in Singapore for its CEO and Chairman, Chan Heng Fai, as part of the compensation for his services. The Company paid $20,908 deposit for the apartment and had expenses of $30,315 and $91,203 in the three and nine months ended September 30, 2024, respectively. The lease expired in September 2024 and the Company did not extend that lease.

Credit Facility Agreement with HWH

On April 14, 2025, the Company entered into an

amendment (the “Amendment”) to the Credit Facility Agreement with HWH International Inc. dated April 24, 2024, pursuant to which the Company provided HWH a line of credit facility (the “Credit Facility”) which provides a maximum, aggregate credit line of up to $1,000,000. Under the terms of the Amendment, the date upon which each advance made under the Credit Facility and all accrued but unpaid interest shall be due and payable was extended from April 24, 2025 to April 14, 2026. Further, pursuant to the Amendment, HWH released Alset International Limited from its obligations under its Letter of Continuing Financial Support to HWH dated March 28, 2025. The terms of the Company’s Letter of Continuing Financial Support to HWH were not altered by the Amendment.

Sale of IBO Shares

Between March 31, 2025 and April 4, 2025, the

Company and its subsidiaries Alset International Limited and Global Biomedical Pte. Ltd. collectively sold the Company’s entire equity interest in Impact Biomedical Inc. (NYSE: IBO) (“Impact”) consisting of 4,568,165 shares of Impact’s common stock. The disposition of the Impact stock was made through several sales on the market through a broker. These transactions generated total proceeds of $4,184,575 and resulted in a recognized loss of $2,439,264.

Acquisition of New Energy Asia Pacific Inc.

On December 13, 2023, the Company entered into

a term sheet with Chan Heng Fai (the “Seller”), the Chairman of the Board of Directors, Chief Executive Officer and largest stockholder of the Company. The Company had agreed to purchase from the Seller all of the issued and outstanding shares of New Energy Asia Pacific Inc. (“NEAPI”), a corporation incorporated in the State of Nevada, for the consideration of $103,750,000, to be paid in the form of a convertible promissory note to be issued to the Seller. NEAPI owns 41.5% of the issued and outstanding shares of New Energy Asia Pacific Limited (“New Energy”), a Hong Kong corporation.

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The parties agreed to revise this agreement, and on May 8, 2025, the Company and the Seller entered into an Amended Term Sheet (the “Amended Term Sheet”). Under the terms of the Amended Term Sheet, the Company agreed to purchase from the Seller all of the outstanding shares of NEAPI through a stock purchase agreement for a purchase price of $83,000,000 in the form of a promissory note convertible into newly issued shares of the Company’s common stock (the “Convertible Note”). The Convertible Note had an interest rate of 1% per annum. Under the terms of the Convertible Note, the Seller was able to convert any outstanding principal and interest into shares of the Company’s common stock at $3.00 per share upon ten (10) days’ notice prior to maturity of the Convertible Note five (5) years from the date of the Amended Term Sheet, and upon maturity of the Convertible Note any outstanding principal and accrued interest accrued thereunder would automatically be converted into shares of the Company’s common stock at the conversion rate.

The closing of the transactions contemplated by the Amended Term Sheet occurred on July 23, 2025.

During the three and nine months ended September 30, 2025, the investment loss in New Energy was $53,081. Investment in New Energy was

$82,946,919 at September 30, 2025.

Notes Payable

Chan Heng Fai provided an interest-free, due on

demand advance to SeD Perth Pty. Ltd. for its general operations. As of September 30, 2025 and December 31, 2024, the outstanding balance was $12,253 and $11,618, respectively.

Chan Heng Fai provided an interest-free, due on

demand advance to Hapi Metaverse Inc. for its general operations. As of September 30, 2025 and December 31, 2024, the outstanding balance was $4,167 and $4,176, respectively.

In June and July 2025 Chan Heng Fai provided

interest-free, due on demand advances to HWH International Inc. for its general operations. As of September 30, 2025, the outstanding balance was $4,821.

Management Fees

MacKenzie Equity Partners, LLC, an entity owned by Charles MacKenzie, Chief Development Officer of the Company, has a consulting agreement with a majority-owned subsidiary of the Company. Pursuant to an agreement entered into in June of 2022, as supplemented in August, 2023, the Company’s subsidiary has paid $25,000 per month for consulting services. In addition, MacKenzie Equity Partners, LLC has been paid certain bonuses, including a sum of $60,000 in June 2024 and $75,000 in May 2025.

The Company incurred expenses of $75,000 and $300,000

in the three and nine months ended September 30, 2025, and $75,000 and $285,000 in the three and nine months ended September 30, 2024, respectively, which in 2025 were expensed and in 2024 were capitalized as part of Real Estate on the balance sheet as the services relate to property and project management. On September 30, 2025 and December 31, 2024, the Company owed this related party $0 and $27,535, respectively. These amounts are included in Accounts Payable in the accompanying condensed consolidated balance sheets.

CA Global Consulting Inc., an entity owned by

Anthony Chan, the former Chief Operating Officer of the Company, had a consulting agreement with the Company dated April 8, 2021, as amended on May 6, 2022. As of June 13, 2024, the Company terminated the consulting agreement with CA Global Consulting Inc., and the Company ceased paying consulting fees in the amount of $15,000 per month. The Company incurred expenses of $0 and $77,500 in the three and nine months ended September 30, 2024, respectively.

Notes Receivable from Related Party

On August 31, 2023, Hapi

Café Inc. and Ketomei Pte. Ltd. entered into a binding term sheet pursuant to which HCI agreed to lend Ketomei up to $36,634 pursuant to a convertible loan, with a term of 12 months. After the initial 12 months, the interest on such loan will be 3.5%. This loan was written off upon the acquisition of Ketomei in February 2024.

On October 26, 2023,

the same parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $37,876 pursuant to a non- convertible loan, with a term of 12 months. After the initial 12 months, the interest on such loan will be 3.5%. This loan was written off upon the acquisition of Ketomei in February 2024.

The amount due from Ketomei at December 31, 2024 was $0.

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On February 20, 2024, HCI-T invested $312,064

for an additional 38.41% ownership interest in Ketomei by converting $312,064 of convertible loan. The loan was impaired at the year ended of December 31, 2023, therefore, $312,064 was transferred from impairment of convertible loan to impairment of equity method investment. After this additional investment, Hapi Cafe owns 55.65% (the Company owns indirectly 45.5%) of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of the Company beginning on February 20, 2024.

On October 13, 2021 BMI Capital Partners International Limited (“BMI”) entered into a loan agreement with Liquid Value Asset Management Limited (“LVAML”), a subsidiary of DSS, pursuant to which BMI agreed to lend $3,000,000 to LVAML. The loan has variable interest rate and matured on January 12, 2023, with automatic three-month extensions. The purpose of the loan is to purchase a portfolio of trading securities by LVAM. BMI participates in the losses and gains from portfolio based on the calculations included in the loan agreement. As of September 30, 2025 and December 31, 2024 LVAML owes the Company $463,993 and $463,995, respectively.

On September 28, 2023 Alset International Limited

(“Alset International”) entered into loan agreement with Value Exchange International Inc., pursuant to which Alset International agreed to lend $500,000 to VEII. The loan carries simple annual interest rate of 8%. As of December 31, 2024 the Company accrued $40,000 interest and VEII owed $550,000, to Alset International. The Company wrote off this loan at March 31, 2025. The Company recognized an impairment on this loan as it was past due and, at that time, management determined that VEII’s operating performance had deteriorated.

On November 6, 2024, the Company’s subsidiary signed a loan

agreement with HapiTravel Holding Pte. Ltd. (“HTHPL”) in the amount of $137,658 at a rate of 5% per annum, the maturity date of which is on or before the second anniversary of the effective date. During first quarter of 2025, the Company lent HTHPL additional $19,053. As of September 30, 2025 and December 31, 2024 the Company accrued $5,420 and $1,018 interest, respectively, and impaired $139,514 at September 30, 2025. As of September 30, 2025 and December 31, 2024 HTHPL owed $23,887 and $139,514, respectively, to the Company.

On December 18, 2024, the Company’s subsidiary sold Hapi Travel

Pte. Ltd. (“HTPL”) to HTHPL for a consideration of $834.

On December 17, 2024, the Company’s subsidiary entered into

a shares purchase agreement with HTHPL, pursuant to which the Company sold 500,000 ordinary shares of Hapi Travel Limited (“HTL”), representing 100% of the issued and outstanding share capital of HTL, in exchange for a promissory note in the amount of $82,635, which bears a 6% interest rate and has a scheduled maturity two years from the date of the promissory note. As of September 30, 2025 and December 31, 2024, the Company accrued $3,830 and $190 interest, respectively, and HTHPL repaid $17,248 in 2025. As of September 30, 2025 and December 31, 2024 HTHPL owed $65,193 and $82,635, respectively, to the Company.

On January 23, 2025 the Company’s subsidiary entered into loan

agreement with New Energy Asia Pacific Company Limited (“New Energy Asia”), pursuant to which the Company agreed to lend $69,326 to New Energy Asia. The loan carries simple annual interest rate of 8% and is due on January 23, 2026. As of September 30, 2025 the Company accrued $3,799 interest and New Energy Asia owed $73,202, to the Company.

On July 18, 2025, the Company’s subsidiary signed a loan agreement

with HapiTravel Holding Pte. Ltd in the amount of $279,027 at a rate of 5% per annum, the maturity date of which is on or before the third anniversary of the effective date. As of September 30, 2025 the Company accrued $2,714 of interest. As of September 30, 2025 HTHPL owed $281,750 to the Company.

On August 20, 2025, the Company entered into a securities purchase agreement with DSS pursuant to which the Company purchased from DSS a Convertible Promissory Note (the “DSS Convertible Note”) in the amount of $500,000, convertible into shares of DSS’s common stock at the Company’s option until maturity on July 31, 2028. The DSS Convertible Note bears interest at the Prime Rate, which means the rate of interest quoted in the Wall Street Journal, Money Rates Section as the “Prime Rate.” At the time of filing, the Company has not converted any of the debt contemplated by DSS Convertible Note. As of September 30, 2025 the Company accrued $4,072 interest and DSS owed $504,072, to the Company.

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On August 22, 2025, the Company’s subsidiary paid a bill on

behalf of Value Exchange International (Hong Kong) Limited (“VEIHK”), a fellow subsidiary of VEII, in the amount of $34,185 as an interest-free loan, which is due on demand.

On September 5, 2025, the Company’s subsidiary entered into

a loan agreement with VEIHK, in the amount of $84,820 at a rate of 8% per annum, the maturity date of which is on or before the three months of the effective date. As of September 30, 2025 the Company accrued $465 interest and VEIHK owed $119,468, to the Company.

8. EQUITY

The Company has authorized share capital of 250,000,000

common shares and 25,000,000 preferred shares.

The Company has designated 6,380 preferred shares

as Series A Preferred Stock and 2,132 as Series B Preferred Stock.

Holders of the Series A Preferred Stock shall

be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series A Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series A Preferred Stock is convertible. Holders of Series A Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series A Preferred Stock would receive if the Series A Preferred Stock were fully converted into Common Stock.

Holders of the Series B Preferred Stock shall

be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock par value $0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series B Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series B Preferred Stock is convertible. Holders of Series B Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series B Preferred Stock would receive if the Series B Preferred Stock were fully converted into Common Stock.

The Company analyzed the Preferred Stock and the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity.

On January 2, 2025, the Company entered into

a securities purchase agreement with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers an aggregate of 1,500,000 shares of common stock, par value $0.001 per share, at a purchase price of $1.00 per share, in a registered direct offering (the “Offering”). The Offering was made pursuant to the Company’s existing shelf registration statement filed with the Securities and Exchange Commission (“Commission”) on April 11, 2022, and declared effective by the Commission on May 5, 2022. A prospectus supplement to the Registration Statement was filed with the Commission on January 3, 2025. The closing of the Offering occurred on January 3, 2025. The Company received net proceeds from the Offering of approximately $1,205,000, after deducting offering expenses payable of approximately $300,000, including the placement agent fees. The Company used the net proceeds from the Offering for working capital and general corporate purposes. In connection with the Offering, the Company entered into a Placement Agency Agreement with Aegis Capital Corp. (the “Placement Agent”), as the exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 7% of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses of the Placement Agent.

On September 30, 2025, there were 39,102,600

common shares issued and outstanding.

| F-29 |

| --- |

The following table summarizes the warrant activity for the nine months ended September 30, 2025.

SCHEDULE OF WARRANT ACTIVITY

	Warrant for<br> <br>Common<br> <br>Shares		Weighted<br> <br>Average<br> <br>Exercise Price		Remaining Contractual<br> <br>Term<br> <br>(Years)		Aggregate<br> <br>Intrinsic<br> <br>Value
Warrants Outstanding as of December 31, 2024		603,051	$	80.46		1.36	$	-
Warrants Vested and exercisable at December 31, 2024		603,051	$	80.46		1.36	$	-
Granted		-		-
Exercised		-		-
Forfeited, cancelled, expired		-		-
Warrants Outstanding as of September 30, 2025		603,051	$	80.46		0.62	$	-
Warrants Vested and exercisable at September 30, 2025		603,051	$	80.46		0.62	$	-

Issuance of HWH Shares to EF Hutton

On December 18, 2023, HWH International Inc. entered

into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting agreement previously entered into by HWH and EF Hutton (now known as D. Boral Capital LLC), a division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $3,018,750, the underwriters accepted a combination of $325,000 in cash paid upon the closing of the Business Combination, 149,443 shares of the Company’s common stock and a $1,184,375 promissory note as full satisfaction. This agreement was effective at the closing of Business Combination on January 9, 2024. The 149,443 shares were issued at the price of $10.10, totaling the amount of $1,509,375. The fair value of the HWH shares at issuance on January 9, 2024 was $2.82 per share or $421,429. No gain or loss was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior underwriting costs accounted for in equity.

Stock Compensation

On April 15, 2025, the Board of Directors of the

Company awarded Chairman and Chief Executive Officer Chan Heng Fai 1,000,000 restricted shares of the Company’s common stock (the “Shares”). The Shares were granted to Mr. Chan as a compensation for services rendered to the Company pursuant to the Company’s 2025 Incentive Compensation Plan, as adopted on March 17, 2025. Under the terms and conditions of the award, the Shares may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of until April 15, 2026. The Shares are not part of Mr. Chan’s regular annual compensation and will not be awarded on a regularly recurring basis. As of the date of the issuance of the Shares, the fair value thereof was $840,000.

Issuance of Shares for Equity Investment

The Company entered into a Stock Purchase Agreement

dated as of May 22, 2025 with Chan Heng Fai, pursuant to which the Company purchased from Mr. Chan all of the outstanding shares of NEAPI for a purchase price of $83,000,000 in the form of a promissory note convertible into newly issued shares of the Company’s common stock (the “Convertible Note”). The Convertible Note bore a simple interest rate of 1% per annum. Under the terms of the Convertible Note, Mr. Chan was able to convert any outstanding principal and interest into shares of the Company’s common stock at $3.00 per share prior to maturity of the Convertible Note five (5) years from the date of the Convertible Note.

On July 23, 2025, Mr. Chan converted the entire

balance of the $83,000,000 Convertible Note into 27,666,667 restricted shares of the Company’s common stock. Such securities were not registered under the Securities Act of 1933 and were issued pursuant to the exemption under Section 4(2) of the Securities Act.

StockRepurchase Program

During

the nine months ended September 30, 2025, the Company repurchased 299,186 shares of its common stock for an aggregate purchase price of approximately $420,273. The repurchased shares were recorded as treasury stock and accounted for under the cost method. As of September 30, 2025, approximately $974,145 remained available for repurchase under the Company’s authorized share repurchase program.

9. LEASE INCOME

The Company generally rents its SFRs under lease agreements with a term of one or two years. Future minimum rental revenue under existing leases on our properties at September 30, 2025 in each calendar year through the end of their terms are as follows:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

2026	$	594,172
2027		1,063,890
Total Future Receipts	$	1,658,062

| F-30 |

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Property Management Agreements

The Company has entered into property management

agreement with the property managers under which the property managers generally oversee and direct the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison with the tenants. The Company pays its property managers a monthly property management fee for each property unit and a leasing fee. For the three months ended September 30, 2025 and 2024, property management fees incurred by the property managers were $35,910 and $35,730, respectively. For the nine months ended September 30, 2025 and 2024, property management fees incurred by the property managers were $107,280 and $106,110, respectively. For the three months ended September 30, 2025 and 2024, leasing fees incurred by the property managers were $23,140 and $30,725, respectively. For the nine months ended September 30, 2025 and 2024, leasing fees incurred by the property managers were $52,630 and $64,990, respectively.

10. ACCUMULATED OTHER COMPREHENSIVE (LOSS)

INCOME

Following is a summary of the changes in the balances of accumulated other comprehensive (loss) income, net of tax:

SCHEDULE

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

****	Unrealized Gains and Losses on Security Investment		****	Foreign Currency Translations		****	Change in Minority Interest		****	Total		****
Balance at January 1, 2025	$	(54,921	)	$	(3,960,871	)	$	3,165,930		$	(849,862	)
Other Comprehensive Income (Loss)	$	-		$	1,215,571		$	(150,783	)	$	1,064,788
Balance at March 31, 2025	$	(54,921	)	$	(2,745,300	)	$	3,015,147		$	214,926
Other Comprehensive Income	$	-		$	3,923,509		$	-		$	3,923,509
Balance at June 30, 2025	$	(54,921	)	$	1,178,209		$	3,015,147		$	4,138,435
Other Comprehensive Income	$	-		$	(1,317,980	)	$	-		$	(1,317,980	)
Balance at September 30, 2025	$	(54,921	)	$	(139,771	)	$	3,015,147		$	2,820,455
****	Unrealized Gains and Losses on Security Investment		****	Foreign Currency Translations		****	Change in Minority Interest		****	Total		****
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance at January 1, 2024	$	(54,921	)	$	(119,566	)	$	3,784,206		$	3,609,719
Other Comprehensive Loss	$	-			(992,871	)		(13,888	)		(1,006,759	)
Balance at March 31, 2024	$	(54,921	)	$	(1,112,437	)	$	3,770,318		$	2,602,960
Other Comprehensive (Loss) Income	$	-			(1,071,537	)		17,050			(1,054,487	)
Balance at June 30, 2024	$	(54,921	)	$	(2,183,974	)	$	3,787,368		$	1,548,473
Balance Beginning	$	(54,921	)	$	(2,183,974	)	$	3,787,368		$	1,548,473
Other Comprehensive Income (Loss)	$	-			3,607,903			(551,625	)		3,056,278
Balance at September 30, 2024	$	(54,921	)	$	1,423,929		$	3,235,743		$	4,604,751
Balance Ending	$	(54,921	)	$	1,423,929		$	3,235,743		$	4,604,751

| F-31 |

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11. ASSETS MEASURED AT FAIR VALUE

Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as of September 30, 2025 and December 31, 2024:

SCHEDULE OF FINANCIAL ASSETS

MEASURED AT FAIR VALUE ON A RECURRING BASIS

	Fair Value Measurement Using						Amount at
	Level 1		Level 2		Level 3		Fair Value
September 30, 2025
Assets
Investment Securities- Fair Value Option	$	5,347,634	$	215,052	$	-	$	5,562,686
Investment Securities- Trading		660,911		13,123,772		-		13,784,683
Warrants – HIPH		-		-		973		973
Warrants - VEII		-		357,813		-		357,813
Warrants - SHRG		-		152		-		152
Convertible Loan Receivable - VEII		-		562,319		-		562,319
Convertible Loan Receivable - SHRG		-		1,417,700		-		1,417,700
Total Assets at Fair Value	$	6,008,545	$	15,676,808	$	973	$	21,686,326
	Fair Value Measurement Using						Amount at
---	---	---	---	---	---	---	---	---
	Level 1		Level 2		Level 3		Fair Value
December 31, 2024
Assets
Investment Securities- Fair Value Option	$	3,565,089	$	7,463,324	$	-	$	11,028,413
Investment Securities- Trading		2,612,293		2,061,230		-		4,673,523
Warrants - HIPH		-		-		973		973
Warrants - VEII		-		1,299,973		-		1,299,973
Warrants- SHRG		-		13,272		-		13,272
Convertible Loan Receivable - VEII		-		569,630		-		569,630
Convertible Loan Receivable - SHRG		-		1,212,746		-		1,212,746
Total Investment in Securities at Fair Value	$	6,177,382	$	12,620,175	$	973	$	18,798,530

Realized loss on investment securities for the

three months ended September 30, 2025 was $66,666 and realized loss on investment securities for the three months ended September 30, 2024 was $334,531. Realized loss on investment securities for the nine months ended September 30, 2025 was $3,176,050 and realized loss on investment securities for the nine months ended September 30, 2024 was $679,204. Unrealized gain on securities investment was $1,304,681 and $7,034,492 in the three months ended September 30, 2025 and 2024, respectively. Unrealized gain on securities investment was $20,586 and $3,445,386 in the nine months ended September 30, 2025 and 2024, respectively. These gains and losses were recorded directly to net loss.

| F-32 |

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The following chart shows details of the fair value of equity security investment at September 30, 2025 and December 31, 2024, respectively.

SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT

	Share price				Market Value
	9/30/2025		Shares		9/30/2025		Valuation
DSS (Related Party)	$	1.350		3,961,210	$	5,347,634	Investment in Securities at Fair Value –<br> Related Party
Trading Stocks					$	660,911	Investment in Securities at Fair Value
		Total Level 1 Equity Securities			$	6,008,545
AMBS	$	0.000		20,000,000	$	-	Investment in Securities at Fair Value
Holista	$	0.064		1,000	$	64	Investment in Securities at Fair Value
Value Exchange (Related Party)	$	0.010		21,179,275	$	213,912	Investment in Securities at Fair Value – Related<br> Party
HIPH World (Related Party)	$	0.000		354,039,000	$	-	Investment in Securities at Fair Value – Related<br> Party
Sharing Services (Related Party)	$	0.012		89,732	$	1,077	Investment in Securities at Fair Value – Related<br> Party
Trading Stocks					$	13,123,772	Investment in Securities at Fair<br> Value
		Total Level 2 Equity Securities			$	13,338,824
Nervotec		N/A		1,666	$	-	Investment in Securities at Cost
UBeauty		N/A		3,600	$	16,693	Investment in Securities at Cost
Ideal Food and Beverages		N/A		19,000	$	-	Investment in Securities at Cost
HapiTravel Holding		N/A		19,000	$	140	Investment in Securities at Cost
AES Group Co.<br> Ltd.		N/A		398	$	1,429	Investment in Securities at Cost
		Total Equity Securities			$	19,365,631

| F-33 |

| --- | | | Share price | | | | Market Value | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 12/31/2024 | | Shares | | 12/31/2024 | | Valuation | | DSS (Related Party) | $ | 0.900 | | 3,961,210 | $ | 3,565,089 | Investment in Securities at Fair Value –<br> Related Party | | Trading Stocks | | | | | $ | 2,612,293 | Investment in Securities at Fair<br> Value | | | | Total Level 1 Equity Securities | | | $ | 6,177,382 | | | AMBS | $ | 0.000 | | 20,000,000 | $ | - | Investment in Securities at Fair Value | | Holista | $ | 0.008 | | 1,000 | $ | 8 | Investment in Securities at Fair Value | | Value Exchange (Related Party) | $ | 0.035 | | 21,179,275 | $ | 749,746 | Investment in Securities at Fair Value – Related<br> Party | | Sharing Services (Related Party) | $ | 1.000 | | 89,732 | $ | 89,732 | Investment in Securities at Fair Value – Related<br> Party | | HIPH World (Related Party) | $ | 0.000 | | 354,039,000 | $ | - | Investment in Securities at Fair Value – Related<br> Party | | Impact BioMedical (Related Party) | $ | 1.45 | | 4,568,165 | $ | 6,623,838 | Investment in Securities at Fair Value – Related<br> Party | | Trading Stocks | | | | | $ | 2,061,230 | Investment in Securities at Fair Value | | | | Total Level 2 Equity Securities | | | $ | 9,524,554 | | | Nervotec | | N/A | | 1,666 | $ | 589 | Investment in Securities at Cost | | UBeauty | | N/A | | 3,600 | $ | 16,733 | Investment in Securities at Cost | | Ideal Food and Beverages | | N/A | | 19,000 | $ | - | Investment in Securities at Cost | | HapiTravel<br> Holding | | N/A | | 19,000 | $ | 140 | Investment in Securities at Cost | | | | Total Equity Securities | | | $ | 15,719,398 | |

Changes in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement.

| F-34 |

| --- |

The table below provides a summary of the changes in fair value which are recorded as other comprehensive income (loss), including net transfers in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2025 and 2024:

SCHEDULE OF CHANGE IN FAIR VALUE

	Total
Balance at January 1, 2025	$	973
Impairment		(77,307	)
Total Gains		-
Balance at March 31, 2025	$	973
Total Gains		-
Balance at June 30, 2025	$	973
Total Gains		-
Balance at September 30, 2025	$	973
	Total
---	---	---	---
Balance at January 1, 2024	$	77,737
Impairment		(77,307	)
Total Gains		543
Balance at March 31, 2024	$	973
Total Gains		-
Balance at June 30, 2024	$	973
Total Gains		-
Balance at September 30, 2024	$	973

Vector Com Convertible Bond

On February 26, 2021, the Company invested approximately

$88,599 in the convertible note of Vector Com Co., Ltd (“Vector Com”), a private company in South Korea. The interest rate is 2% per annum. The conversion price is approximately $21.26 per common share of Vector Com. The Company wrote off this loan at March 31, 2024.

Warrants

HIPH

On July 17, 2020, the Company purchased 122,039,000

shares, approximately 0.5% ownership, and 1,220,390,000 warrants with an exercise price of $0.0001 per share, from HIPH, for an aggregated purchase price of $122,039. During 2021, the Company exercised 232,000,000 of the warrants to purchase 232,000,000 shares of HIPH for the total consideration of $232,000, leaving the balance of outstanding warrants of 988,390,000 at December 31, 2022. The Company did not exercise any warrants during nine months ended September 30, 2025 and the year ended December 31, 2024. We value HIPH warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from HIPH was $973 as of September 30, 2025 and December 31, 2024.

The fair value of the HIPH warrants under level 3 category as of September 30, 2025 and December 31, 2024 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

	September 30, 2025			December 31, 2024
Stock Price	$	0.0001		$	0.0001
Exercise price	$	0.001		$	0.001
Risk free interest rate		4.62	%		4.62	%
Annualized volatility		869.4	%		869.4	%
Dividend Yield	$	0.00		$	0.00
Year to maturity		4.81			5.56

| F-35 |

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VEII

On September 6, 2023, the Company received warrants

to purchase shares of VEII, a related party listed company. For further details on this transaction, refer to Note 7 - Related Party Transactions, Note Receivable from a Related Party Company. As of September 30, 2025 and December 31, 2024, the fair value of the warrants was $357,813 and $1,299,973, respectively. The Company did not exercise any warrants during the nine months September 30, 2025 and the year ended December 31, 2024.

The fair value of the VEII warrants under level 2 category as of September 30, 2025, and December 31, 2024 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

	September 30, 2025			December 31, 2024
Stock price	$	0.0101		$	0.0354
Exercise price	$	0.1770		$	0.1770
Risk free interest rate		7.50	%		7.50	%
Annualized volatility		298.78	%		458.92	%
Dividend Yield	$	0.00		$	0.00
Year to maturity		2.93			3.68

SHRG

On March 20, 2024, HWH

International Inc., entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note in the amount of $250,000, convertible into 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into 148,810 shares of SHRG’s common stock at an exercise price of $1.68 per share, the exercise period of the warrant being five (5) years from the date of the securities purchase agreement, for an aggregate purchase price of $250,000. At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants. As of September 30, 2025 and December 31, 2024, the fair value of the warrants was $21 and $13,272, respectively.

The fair value of the 148,810 SHRG warrants under level 2 category as of September 30, 2025 and December 31, 2024, was calculated using binomial option pricing model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

	September 30, 2025			December 31, 2024
Stock price	$	0.0120		$	1.0000
Exercise price	$	1.6800		$	1.6800
Risk free interest rate		3.91	%		4.34	%
Annualized volatility		373.13	%		204.14	%
Dividend Yield	$	0.00		$	0.00
Year to maturity		3.46			4.21

On March 31, 2025, HWH

entered into a securities purchase agreement with the SHRG, pursuant to which SHRG issued a convertible promissory note to HWH in the amount of $150,000. This SHRG Convertible Note is convertible into SHRG’s common stock at $0.80 per share at HWH’s option until maturity three (3) years from the date of the securities purchase agreement. In addition, SHRG granted HWH warrants exercisable into 937,500 shares of SHRG’s common stock. The warrants may be exercised for three (3) years from the date of the securities purchase agreement at an exercise price of $0.85 per share. At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants. As of September 30, 2025, the fair value of the warrants was $131.

| F-36 |

| --- |

The fair value of the 937,500 SHRG warrants under level 2 category as of September 30, 2025, was calculated using binomial option pricing model valued with the following weighted average assumptions:

SCHEDULE

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

	September 30, 2025
Stock price	$	0.0120
Exercise price	$	0.8500
Risk free interest rate		3.61	%
Annualized volatility		373.13	%
Dividend Yield	$	0.00
Year to maturity		2.50

Convertible Loan Receivables

The Company has elected to recognize the convertible loan receivables at fair value and therefore there was no further evaluation of embedded features for bifurcation. The Company engaged third party valuation firm to perform the valuation of convertible loans. The fair value of the convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash flow.

During the nine months ended September 30, 2025, the Company reclassified “Investment in securities at fair value – related party,” “Investment in security at cost,” “Investment in equity method securities” and some of “Convertible Loan Receivables at Fair Value – Related Party” from current assets to noncurrent assets in the consolidated balance sheet based on management’s assessment of the expected holding period. This change in classification had no impact on the Company’s consolidated statements of operations, cash flows, or shareholders’ equity.

12. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases offices in Maryland,

Singapore, Hong Kong, South Korea, China and Taiwan through leased spaces aggregating approximately 25,000 square feet, under leases expiring on various dates from May 2026 to April 2029. The leases have rental rates ranging from $1,321 to $23,020 per month. Our total rent expense under these leases was $184,102 and $292,620 in the three months ended September 30, 2025 and 2024, respectively. Our total rent expense under these leases was $607,838 and $899,294 in the nine months ended September, 2025 and 2024, respectively. The total cash paid for rent under these leases was $541,072 and $933,864 in the nine months ended September 30, 2025 and 2024, respectively. The following table outlines the details of lease terms:

SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL

Office Location	Lease Term as of September 30, 2025
Singapore - AI	June 2023 to May 2026
Singapore – F&B	October 2024 to September 2027
Singapore – Hapi Cafe	July 2024 to June 2026
South Korea – Hapi Cafe	March 2024 to February 2027
Bethesda, Maryland, USA	April 2024 to March 2027
China - Office	March 2023 – March 2027
China - Shop	June 2024 to April 2029
Taiwan - Cafe	May 2024 to October 2027
Taiwan - Office	August 2024 to August 2026
Hong Kong - Office	February 2025 to January 2028

| F-37 |

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The Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease liability for all the leases with terms greater than twelve months. We elected the practical expedient to not recognize operating lease right-of-use assets and operating lease liabilities for lease agreements with terms less than 12 months. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide a readily determinable implicit rates, we estimate our incremental borrowing rates to discount the lease payments based on information available at lease commencement. Our incremental borrowings rates are at a range from 2.59% to 7.2% in 2025 and 2024, which were used as the discount rates. The Company’s weighted-average remaining lease term relating to its operating leases is 1.82 years, with a weighted-average discount rate of 3.74%. The balances of operating lease right-of-use assets and operating lease liabilities as of September 30, 2025 were $612,595 and $1,089,741, respectively. The balance of operating lease right-of-use assets and operating lease liabilities as of December 31, 2024 were $1,468,913 and $1,525,169, respectively.

The table below summarizes future payments due under these leases as of September 30, 2025.

For the Twelve Months Ending September 30:

SCHEDULE OF LEASE PAYMENTS

2026		664,824
2027		379,804
2028		62,889
2029		18,372
Total Minimum Lease Payments	$	1,125,889
Less: Effect of Discounting		(36,148	)
Present Value of Future Minimum Lease Payments		1,089,741
Less: Current Obligations under Leases		(682,361	)
Long-term Lease Obligations	$	407,380

---

Impairment of Right-of-Use Assets

---

As of September 30, 2025, the Company recorded

impairment on right-of-use assets of $391,822 under operating expenses. Management evaluated the operational results of the Company and identified that certain locations under the Company’s F&B business continue to incur losses and are not expected to generate profits in the foreseeable future. Therefore, the Company impaired the right-of-use assets of $399,615 during the three months ended September 30, 2025. The difference between impairment loss and decrease of right-of-use assets of $7,793 is related to the foreign exchange translation impact.

Security Deposits

Our rental-home lease agreements require tenants

to provide a one-month security deposits. The property management company collects all security deposits and maintains them in a trust account. The Company also has obligation to refund these deposits to the renters at the time of lease termination. As of September 30, 2025 and December 31, 2024, the security deposits held in the trust account were $296,798 and $303,518, respectively.

13. SUBSEQUENT EVENTS

The Company has evaluated all subsequent events and transactions through November 14, 2025, the date that the consolidated financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than noted below:

Securities Purchase Agreement with SHRG

On October 6, 2025, HWH International Inc. entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which SHRG issued a convertible promissory note to the Company in the amount of $200,000, the indebtedness thereunder being convertible into SHRG common stock at $0.006 per share at HWH’s option until maturity of the convertible note three (3) years from the date of the securities purchase agreement.

| F-38 |

| --- |

Item 2. Management’s Discussion and Analysisof Financial Condition and Results of Operations

Forward-Looking Statements

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors, technological advances and failure to successfully develop business relationships.

Business Overview

We are a diversified holding company principally engaged through our subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong, Australia, South Korea and the People’s Republic of China. We manage a significant portion of our three principal businesses through our 85.8% owned subsidiary, Alset International Limited, a public company traded on the Singapore Stock Exchange. Through this subsidiary (and indirectly, through other public and private U.S. and Asian subsidiaries), we are actively developing real estate projects near Houston, Texas in our real estate segment. In our digital transformation technology segment, we focus on serving business-to-business (B2B) needs in e-commerce, collaboration and social networking functions. Our biohealth segment includes the sale of consumer products. Alset Inc. and Alset International Limited collectively own 73.3% of HWH International Inc. (described in further detail below). We also have certain wholly owned subsidiaries that collectively own 132 single family residential rental properties in Montgomery and Harris Counties, Texas.

We also hold minority ownership interests, including a 36.9% equity interest in American Pacific Financial, Inc., formerly known as American Pacific Bancorp Inc. (“APF”), a 43.6% equity interest in DSS Inc. (“DSS”), an indirect 45.8% equity interest in Value Exchange International Inc. (“VEII”), a 0.5% equity interest in HIPH World Inc. (f.k.a. American Premium Water Corporation and New Electric CV Corporation), and a 29% equity interest in Sharing Services Global Corporation (“SHRG”). APF is a financial network holding company. DSS is a multinational company operating businesses with five divisions: product packaging, biotechnology, direct marketing, commercial lending, and securities and investment management. DSS Inc. is listed on the NYSE American (NYSE: DSS). Value Exchange International, Inc. is a provider of information technology services for businesses, and is traded on the OTC Markets. Sharing Services Global Corporation, is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio, business competencies, and geographic reach. Sharing Services Global Corporation is traded on the OTC Markets.

We generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over time. Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where our management can provide value by advising on new markets and expansion. We have at times provided a range of global capital and management services to these companies in order to gain access to Asian markets. We have historically favored businesses that improve an individual’s quality of life or that improve the efficiency of businesses through technology in various industries. We believe our capital and management services provide us with a competitive advantage in the selection of strategic acquisitions, which creates and adds value for our Company and our stockholders.

Additionally, the Company operates a portfolio of trading securities with the objective of generating profits from short-term fluctuations in market prices. The portfolio is actively managed, and securities are bought and sold with the intent to realize gains from price movements within a short-term horizon.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers (the “CODMs”), or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers are the two Co-CEOs, who review and assess the performance of the Company as a whole. The Company reports its segment information to reflect the manner in which the CODMs review and assess performance. The Company has four operating segments based on the products and services we offer, which include three of our principal businesses – real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business activities. In determination of segments, the Company, together with its CODMs, considers factors that include the nature of business activities, allocation of resources and management structure.

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The primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODMs use net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated Statements of Operations.

The CODMs do not evaluate performance or allocate resources based on segment assets.

Recent Developments

Stock Compensation

On April 15, 2025, the Board of Directors of the Company awarded Chairman and Chief Executive Officer Chan Heng Fai 1,000,000 restricted shares of the Company’s common stock (the “Shares”). The Shares were granted to Mr. Chan as compensation for services rendered to the Company pursuant to the Company’s 2025 Incentive Compensation Plan, as adopted on March 17, 2025. Under the terms and conditions of the award, the Shares may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of until April 15, 2026. The Shares are not part of Mr. Chan’s regular annual compensation and will not be awarded on a regularly recurring basis. As of the date of the issuance of the Shares, the fair value thereof was $840,000.

Notice from NASDAQ

On May 13, 2025, the Company received a letter from The Nasdaq Stock Market LLC indicating that the Company’s common stock had closed below the minimum $1.00 per share bid price requirement for 30 consecutive business days, and that the Company is therefore not in compliance with Nasdaq Listing Rule 5550(a)(2). The notification has no immediate effect on the listing of the Company’s common stock, and the Company has 180 calendar days to regain compliance with the minimum bid price requirement.

On July 17, 2025, Alset Inc. (the “Company”) received notice from the Nasdaq Listing Qualifications Staff (the “Staff”) that the Staff has determined that the Company has regained compliance with Nasdaq’s minimum $1 bid price per share requirement. While the Company has regained compliance with the Minimum Bid Price Requirement, there can be no assurance that the Company will be able to maintain compliance with the Minimum Bid Price Requirement in the future.

Consummation ofthe Merger of Alset Capital Acquisition Corp. and HWH International Inc.

On January 9, 2024, two entities affiliated with Alset Inc. completed a previously announced transaction. On September 9, 2022, Alset Capital Acquisition Corp., a Delaware corporation (“Alset Capital”) entered into an agreement and plan of merger (the “Merger Agreement”) with our indirect subsidiary HWH International Inc., a Nevada corporation (“HWH Nevada”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Alset Capital (“Merger Sub”). The Company and its 85.8% owned subsidiary Alset International own Alset Acquisition Sponsor, LLC, the sponsor (the “Sponsor”) of Alset Capital.

Pursuant to the Merger Agreement, on January 9, 2024, a Business Combination between Alset Capital and HWH Nevada was effected through the merger of Merger Sub with and into HWH Nevada, with HWH Nevada surviving the merger as a wholly owned subsidiary of Alset Capital (the “Merger”), and Alset Capital changing its name to HWH International Inc. (“New HWH”).

The total consideration paid at the closing of the Merger by New HWH to the shareholders of HWH Nevada was 12,500,000 shares of New HWH common stock. Alset International owned the majority of the outstanding shares of HWH Nevada at the time of the business combination, and received 10,900,000 shares of New HWH as consideration for its shares of HWH Nevada.

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Following these transactions, HWH International Inc. is now a purpose-driven lifestyle company encompassing differentiated offerings from four core pillars: Hapi Marketplace, Hapi Cafe, Hapi Travel and Hapi Wealth Builder. HWH International Inc. seeks to develop new pathways to help people in their pursuit of health, wealth and happiness. HWH International Inc. is listed on the Nasdaq under the symbol HWH.

Stock PurchaseAgreement and Debt Conversion Agreements

On September 24, 2024, HWH entered into two (2) debt conversion agreements with creditors (each an “Agreement,” or collectively, the “Agreements”): (i) Alset International Limited (significant stockholder of HWH); and (ii) Alset Inc. (which in turn is Alset International Limited’s majority stockholder). Each Agreement converts debt owed by HWH to the respective creditor into shares of HWH’s common stock.

Under the terms of their respective Agreements, Alset Inc. converted $300,000 of HWH’s debt into 476,190 shares of HWH’s common stock, and Alset International Limited converted $3,501,759 of HWH’s debt into 5,558,347 shares of HWH’s common stock. Under the Agreements, the debt conversions resulted in the issuance of newly issued shares of HWH’s common stock. The price at which the debt conversion was fixed was set at $0.63 per share of HWH common stock. Cumulatively, the newly issued shares contemplated by the Agreements represented 6,034,537 new shares of HWH’s common stock.

On September 26, 2024, Alset Inc. entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the Company’s majority owned subsidiary, Alset International Limited. Pursuant to the Stock Purchase Agreement, the Company purchased 6,500,000 shares (the “Shares”) of HWH International Inc. (the Nasdaq-listed company). As consideration for the Shares, the Company issued a secured promissory note to Alset International Limited in the original principal amount of $4,095,000 (the “Promissory Note”). The Promissory Note bears an interest rate of 5% per annum and a maturity date of September 26, 2026, and is secured by collateral specified in a security agreement between the Company and Alset International Limited.

Our Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Chairman and Chief Executive Officer of Alset International Limited and the Chairman of HWH. In addition, certain other members of our board are also officers and/or directors of Alset International Limited and HWH.

The closing of the transactions described herein was contingent upon the approval of the stockholders of Alset International Limited (which was approved on November 18, 2024) and the satisfaction of other closing conditions. The transactions closed on November 20, 2024.

Sale of Certain Lots

Agreement to Sell 142 Lots and 63 Lots

On November 13, 2023, 150 CCM Black Oak Ltd. (the “Seller”), a Texas Limited Partnership, entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of one of the aforementioned Agreements, the Seller agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in the city of Magnolia, Texas known as the “Lakes at Black Oak.” On July 1, 2024, the Seller closed the sale of 70 of the lots contemplated by the Agreement, generating approximately $3.8 million. Pursuant to the other Agreement, the Seller agreed to sell 63 single-family detached residential lots in the city of Magnolia, Texas. In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas (“Alset Villas”). Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023. The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million. The sale of the additional 72 lots closed on October 10, 2024 generating approximately $3.9 million. The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.

The Company has retained four model lots within Section 1 of the property. The Company intends to enter into contract-build agreements with local, regional or national builders to construct single-family, for rent homes. These elevations and floor plans will be carefully selected to suit the for-rent tenants and/or for-sale customers. The Company will also reserve the right to sell these homes in the event this is deemed to be the highest and best use in the marketplace. The Company expects to complete these homes within the next twelve months.

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Issuance of Convertible Loans to Value ExchangeInternational, Inc.

On July 15, 2024, the Company entered into a Convertible Credit Agreement (“3^rd^ VEII Credit Agreement”) with VEII for an unsecured credit line in the maximum amount of $110,000. Advances of the principal under the 3^rd^ VEII Credit Agreement accrue simple interest at 8% per annum. Each Advance under the 3^rd^ VEII Credit Agreement and all accrued interest thereon may, at the election of VEII, or the Company, be: (1) repaid in cash; (2) converted into shares of VEII Common Stock; or (3) be repaid in a combination of cash and shares of VEII Common Stock. The principal amount of each Advance under the 3^rd^ VEII Credit Agreement is due and payable on the third (3rd) annual anniversary of the date that the Advance is received by VEII along with any unpaid interest accrued on the principal (the “Advance Maturity Date”). Prior to the Advance Maturity Date, unpaid interest accrued on any Advance shall be paid on the last business day of June and on the last business day of December of each year in which the Advance is outstanding and not converted into shares of VEII Common Stock. Company may prepay any Advance under the 3^rd^ VEII Credit Agreement and interests accrued thereon prior to Advance Maturity Date without penalty or charge. At the time of this filing, the Company has not converted the Loan Amount.

VEII issued a Convertible Promissory Note (the “VEII Convertible Promissory Note”) for $30,000, dated as of March 28, 2025 to Alset Inc. as consideration for a loan in the same amount. This amount can be converted into shares of VEII pursuant to the terms of the VEII Convertible Promissory Note for a period of two years. In the event that Alset Inc. converts all or a portion of the indebtedness into shares of VEII Common Stock, the conversion price shall be $0.0166 per share. At the time of this filing, the Company has not converted the Loan Amount.

The Company currently owns a total of 21,179,275 shares (representing approximately 45.8%) of VEII.

Our founder, Chairman and Chief Executive Officer, Chan Heng Fai, and another member of the Board of Directors of Hapi Metaverse, Lum Kan Fai Vincent, are both members of the Board of Directors of VEII. In addition to Mr. Chan, three other members of the Board of Directors of Alset Inc. are also members of the Board of Directors of VEII (Wong Shui Yeung, Wong Tat Keung, and Lim Sheng Hon Danny).

Issuance of Convertible Loans to SharingServices Global Corp.

On January 17, 2024, the Company received a Convertible Promissory Note (the “1^st^ SHRG Convertible Note”) from Sharing Services Global Corp., an affiliate of the Company, in exchange for a $250,000 loan made by the Company to SHRG. The Company may convert a portion or all of the outstanding balance due under the 1^st^ SHRG Convertible Note into shares of SHRG’s common stock at the average closing market price of SHRG stock within the last three (3) days from the date of conversion notice. The 1^st^ SHRG Convertible Note bears a 10% interest rate and has a scheduled maturity six (6) months from the date of the 1^st^ SHRG Convertible Note, or July 17, 2024. The terms of the note and maturity date were subsequently extended.

On March 20, 2024, the Company’s subsidiary HWH International Inc. entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note (the “2^nd^ SHRG Convertible Note”) in the amount of $250,000, convertible into 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into 148,810 shares of SHRG’s common stock at an exercise price of $1.68 per share, the exercise period of the warrant being five (5) years from the date of the securities purchase agreement, for an aggregate purchase price of $250,000. “). The 2^nd^ SHRG Convertible Note bears a 6% interest rate and has scheduled maturity on March 20, 2027. At the time of this filing, HWH has not converted any of the debt contemplated by the 2^nd^ SHRG Convertible Note nor exercised any of the warrants.

On May 9, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “3^rd^ SHRG Convertible Note”) in the amount of $250,000, convertible into 89,286 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $250,000. The 3^rd^ SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the 3^rd^ SHRG Convertible Note. Additionally, upon signing the 3^rd^ SHRG Convertible Note, SHRG owns the Company commitment fee of 8% of the principal amount, which will be paid either in cash or in common stock of SHRG, at the discretion of the Company. At the time of this filing, HWH has not converted any of the debt contemplated by the 3^rd^ SHRG Convertible Note.

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On June 6, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “4^th^ SHRG Convertible Note”) in the amount of $250,000, convertible into 89,286 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $250,000. The Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the 4^th^ SHRG Convertible Note. Additionally, upon signing the 4^th^ SHRG Convertible Note, SHRG owns the Company commitment fee of 8% of the principal amount, $20,000 in total, which will be paid either in cash or in common stock of SHRG, at the discretion of the Company. At the time of this filing, HWH has not converted any of the debt contemplated by the 4^th^ SHRG Convertible Note.

On August 13, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “5^th^ SHRG Convertible Note”) in the amount of $100,000, convertible into 35,714 shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $100,000. The 5^th^ SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the 5^th^ SHRG Convertible Note. Additionally, upon signing the 5^th^ SHRG Convertible Note, SHRG owed the Company a commitment fee of 8% of the principal amount, $8,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company. At the time of this filing, HWH has not converted any of the debt contemplated by the 5^th^ SHRG Convertible Note.

On January 15, 2025, HWH entered into a Loan Agreement (the “1^st^ Loan Agreement”) with SHRG, under which HWH provided a loan to SHRG in the amount of $150,000. HWH may convert a portion or all of the outstanding balance due under the loan into shares of SHRG’s common stock at the average closing market price of SHRG stock within the last three (3) days from the date of maturity of the 1^st^ Loan Agreement, January 15, 2026. The 1^st^ Loan Agreement bears an 8% interest rate.

On March 31, 2025, HWH entered into a securities purchase agreement with the SHRG, pursuant to which SHRG issued a convertible promissory note to HWH in the amount of $150,000 (the “6^th^ SHRG Convertible Note”). The 6^th^ SHRG Convertible Note is convertible into SHRG’s common stock at $0.80 per share at HWH’s option until maturity three (3) years from the date of the securities purchase agreement, March 31, 2028. In addition, SHRG granted HWH warrants exercisable into 937,500 shares of SHRG’s common stock. The warrants may be exercised for three (3) years from the date of the securities purchase agreement at an exercise price of $0.85 per share, for an aggregate purchase price of $796,875. The 6^th^ SHRG Convertible Note bears an 8% interest rate. At the time of filing, HWH has not converted any of the debt contemplated by the 6^th^ SHRG Convertible Note nor exercised any of the warrants.

On June 27, 2025, HWH entered into a securities purchase agreement with SHRG pursuant to which the Company purchased from SHRG a Convertible Promissory Note (the “7^th^ SHRG Convertible Note”) in the amount of $60,000, convertible into 10,000,000 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $60,000, Additionally, upon signing the 7^th^ SHRG Convertible Note, SHRG owed the Company a commitment fee of 8% of the principal amount $4,800 in total, to be paid either in cash or in common stock of SHRG, at the discretion of HWH. the 7^th^ SHRG Convertible Note bears an 8% interest rate and has scheduled maturity on June 27, 2028. At the time of filing, HWH has not converted any of the debt contemplated by the 7^th^ SHRG Convertible Note.

On September 17, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “8^th^ SHRG Convertible Note”) in the amount of $70,000, convertible into 11,666,667 shares of SHRG’s common stock at HWH’s option for an aggregate purchase price of $70,000. The 8^th^ SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note. Additionally, upon signing the 8^th^ SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $5,600 in total, to be paid either in cash or in common stock of SHRG, at HWH’s discretion. At the time of filing, HWH has not converted any of the debt contemplated by the 8^th^ SHRG Convertible Note.

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Acquisition of New Energy Asia Pacific Inc.

On December 13, 2023 the Company entered into a term sheet with Chan Heng Fai (the “Seller”), the Chairman of the Board of Directors, Chief Executive Officer and largest stockholder of the Company. The Company had agreed to purchase from the Seller all of the issued and outstanding shares of New Energy Asia Pacific Inc. (“NEAPI”), a corporation incorporated in the State of Nevada, for the consideration of $103,750,000, to be paid in the form of a convertible promissory note to be issued to the Seller. NEAPI owns 41.5% of the issued and outstanding shares of New Energy Asia Pacific Limited (“New Energy”), a Hong Kong corporation.

The parties mutually agreed to revise this agreement, and on May 8, 2025, the Company and the Seller entered into an Amended Term Sheet (the “Amended Term Sheet”). Under the terms of the Amended Term Sheet, the Company agreed to purchase from the Seller all of the outstanding shares of NEAPI through a stock purchase agreement for a purchase price of $83,000,000 in the form of a promissory note convertible into newly issued shares of the Company’s common stock (the “Convertible Note”). The Convertible Note had an interest rate of 1% per annum. Under the terms of the Convertible Note, the Seller was able to convert any outstanding principal and interest into shares of the Company’s common stock at $3.00 per share upon ten (10) days’ notice prior to maturity of the Convertible Note five (5) years from the date of the Amended Term Sheet, and upon maturity of the Convertible Note any outstanding principal and accrued interest accrued thereunder would automatically be converted into shares of the Company’s common stock at the conversion rate.

New Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries. The Company intends for this to be a strategic move, in line with the Company’s commitment to advancing sustainable and eco-friendly solutions for the future. The Seller is a member of the Board of Directors of New Energy and is a stockholder of New Energy.

The closing of the transactions contemplated by the Amended Term Sheet occurred on July 23, 2025.

Purchase of DSS Shares

On May 21, 2024, the Company entered into a Securities Purchase Agreement (the “DSS Securities Purchase Agreement”) with the Company’s Chairman and Chief Executive Officer, Chan Heng Fai, and Heng Fai Holdings Limited, a company wholly owned by Mr. Chan. Pursuant to the DSS Securities Purchase Agreement, the Company will purchase 982,303 shares of DSS Inc., a NYSE-listed company. These shares include 979,325 shares of DSS common stock to be acquired from Mr. Chan and 2,978 shares to be acquired from Heng Fai Holdings Limited (collectively, the “Shares”). The Shares represent approximately 13.9% of the total issued and outstanding shares of DSS as of the date hereof. As consideration for the Shares, the Company will issue a total of 3,316,488 shares of its common stock to Mr. Chan and Heng Fai Holdings Limited. The consideration to be paid for the Shares is based on the relevant market closing price of DSS common stock and the Company’s common stock as of May 3, 2024.

Approval of the transactions described herein was granted by the Board of Directors of the Company (“the Board”) during a meeting of the Board held on May 6, 2024. Mr. Chan and Chan Tung Moe, another member of the Board and the son of Mr. Chan, recused themselves from discussion and voting on the approval of such transaction and the acquisition of the DSS Shares.

The closing of the transactions contemplated by the DSS Securities Purchase Agreement remained subject to the approval of the Company’s stockholders and no objection from the Nasdaq. The parties subsequently mutually agreed not to proceed with this transaction.

Reorganizationof Real Estate Business and Spin-off

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On August 1, 2025, the Company’s indirect majority-owned subsidiary Winning Catering Group, Inc. (then known as LiquidValue Development Inc., or “LVD”) entered into a Contribution Agreement with Alset Real Estate Holdings Inc., its wholly owned subsidiary (“Alset Real Estate Holdings”). Pursuant to the terms of the Contribution Agreement, LVD agreed to transfer its ownership of all of the issued and outstanding shares of Alset EHome Inc., the company that owned substantially all of the assets and liabilities of LVD, to Alset Real Estate Holdings. On August 18, 2025, LVD completed the distribution of substantially all of its assets to holders of its common stock as of August 15, 2025, in the form of a one-time special dividend (the “Distribution”). The Distribution consisted of all of the issued and outstanding shares of Alset Real Estate Holdings Inc., having an aggregate fair market value of approximately $34.8 million as of the date of Distribution, and constituting substantially all of LVD’s net asset value. LVD shareholders received shares on a pro rata basis, based on the number of shares of the LVD’s common stock. Following this transaction, LVD had no material operations or sources of revenue and would be considered a shell company. Because of the Contribution Agreement and the Distribution, the Company’s ownership interest in Alset Real Estate Holdings Inc. mirrors its ownership interest in LVD at the time of the Distribution. Therefore, the Company’s ownership interest in Alset EHome Inc. and its real estate business remains unchanged following the transactions described above.

On September 22, 2025, LiquidValue Development Inc. changed its name to “Winning Catering Group, Inc.” in anticipation of a planned merger pursuant to an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) entered into on May 30, 2025 (such merger has not yet closed as of the date hereof). The Acquisition Agreement was entered into by LVD with (i) SeD Intelligent Home Inc., a Nevada corporation, the majority shareholder of LVD and an indirect majority-owned subsidiary of the Company (“SeD”); (ii) LVD Merger Corp., a Nevada corporation and wholly owned subsidiary of LVD (the “Merger Sub”); (iii) Winning Catering Management Limited, a British Virgin Islands corporation (“Winning Group”); (iv) Winning Holdings Limited, a British Virgin Islands corporation (“Winning Holdings”); and (iv) Pure Talent Group Limited, a British Virgin Islands corporation (“PTGL” and collectively, the “Parties”). Pursuant to the terms of the Acquisition Agreement, the Merger Sub will merge with and into Winning Group (the “Merger”), with Winning Group surviving the Merger. Following the Merger, Winning Group will become a wholly owned subsidiary of LVD. In connection with the Merger and as part of the transaction structure, the Parties also agreed that: 3,754,897,728 new fully paid, non-assessable shares of LVD’s common stock will be issued to Winning Holdings and 234,681,108 shares will be issued to PTGL. At the closing of these transactions, (i) Winning Holdings will own 80% of the issued and outstanding shares of LVD; (ii) SeD and other existing stockholders will retain 15% of the LVD’s shares; and (iii) PTGL will own 5% of LVD’s shares. Winning Group’s principal line of business is Wing Nin, a Hong Kong food and beverage brand. Renowned for its cart noodles, a Hong Kong staple, Wing Nin sells customizable bowls featuring a choice of noodle bases, a wide array of toppings, and a rich homemade spicy curry sauce. Wing Nin began as a street vendor in the 1960s and has expanded in recent years. Today, Wing Nin has thirteen locations across Hong Kong.

Matters that May or Are Currently AffectingOur Business

In addition to the matters described above, the primary challenges and trends that could affect or are affecting our financial results include:

● Our ability to improve our revenue through cross-selling and revenue-sharing arrangements among our diverse group of companies;

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● Our ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed, and profitably integrate them into our existing operations;

● Our ability to attract competent and skilled technical and sales personnel for each of our businesses at acceptable compensation levels to manage our overhead;

● Our ability to control our operating expenses as we expand each of our businesses and product and service offerings; and

● The effects of public health issues such as a major epidemic or pandemic, including the impact of COVID-19 on the economy and our business.

Results of Operations

Summary of Statements ofOperations for the Three and Nine Months Ended September 30, 2025 and 2024

	Three- Months Ended						Nine-months Ended
	September 30, <br><br>2025			September 30,<br><br> 2024			September 30, <br><br>2025			September 30,<br><br> 2024
Revenue	$	998,828		$	4,960,711		$	3,166,093		$	12,173,964
Operating Expenses	$	(3,577,806	)	$	(5,924,492	)	$	(12,432,650	)	$	(18,213,728	)
Other Income (Expenses)	$	4,547,503		$	2,433,020		$	(7,068,004	)	$	(954,752	)
Income Tax Expense	$	(4,524	)	$	-		$	(47,472	)	$	-
Net Income (Loss)	$	1,964,001		$	1,469,239		$	(16,382,033	)	$	(6,994,516	)

Revenue

The following tables set forth period-over-period changes in revenue for each of our reporting segments:

	Three-months Ended				Change
	September 30, 2025		September 30, 2024		Dollars			Percentage
Real<br> Estate	$	692,890	$	4,539,699	$	(3,846,809	)		-85	%
Digital<br> Transformation Technology		151		-		151			100	%
Other		305,787		421,012		(115,225	)		-27	%
Total<br> Revenue	$	998,828	$	4,960,711	$	(3,961,883	)		-80	%
	Nine-months Ended				Change
---	---	---	---	---	---	---	---	---	---	---
	September 30, 2025		September 30, 2024		Dollars			Percentage
Real Estate	$	2,126,737	$	10,997,704	$	(8,870,967	)		-81	%
Digital Transformation Technology		151		-		151			100	%
Other		1,039,205		1,176,260		(137,055	)		-12	%
Total Revenue	$	3,166,093	$	12,173,964	$	(9,007,871	)		-74	%

Revenue was $998,828 and $4,960,711 for the three months ended September 30, 2025 and 2024, respectively. Revenue was $3,166,093 and $12,173,964 for the nine months ended September 30, 2025 and 2024, respectively. The decrease in revenue is mainly caused by the fact that the remaining properties in the Lakes at Black Oak and Alset Villas projects were sold in 2024.

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In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and were expected to generate approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay. The sale of 335 lots closed in the first nine months of 2023 generating approximately $18.1 million revenue. The sale of remaining lots closed on January 4, 2024 generating approximately $5.0 million revenue.

Revenue from rental business was $692,890 and $724,699 in the three months ended September 30, 2025 and 2024, respectively. Revenue from rental business was $2,126,737 and $2,150,204 in the nine months ended September 30, 2025 and 2024, respectively. The Company expects that the revenue from this business will continue to increase as we acquire more rental houses and successfully rent them.

The category described as “Other” includes corporate and financial services, food and beverage business, and new venture businesses. “Other” includes certain costs that are not allocated to the reportable segments, primarily consisting of unallocated corporate overhead costs, including administrative functions not allocated to the reportable segments from global functional expenses.

The financial services, food and beverage businesses and new venture businesses are small and diversified, and accordingly they are not separately addressed as one independent category. In the three months ended September 30, 2025 and 2024, the revenue from other businesses was $305,938 and $421,012, respectively. In the nine months ended September 30, 2025 and 2024, the revenue from other businesses was $1,039,205 and $1,176,260, respectively, generated by Korean, Singaporean and Chinese café shops and restaurants.

Cost of Revenues and OperatingExpenses

The following tables sets forth period-over-period changes in cost of revenues for each of our reporting segments:

	Three-months Ended				Change
	September 30, 2025		September 30, 2024		Dollars			Percentage
Real<br> Estate	$	650,329	$	2,700,952	$	(2,050,623	)		-76	%
Biohealth		-		22		(22	)		-100	%
Digital<br> Transformation Technology		223		-		223			100	%
Other		105,817		248,850		(143,033	)		-57	%
Total<br> Cost of Revenues	$	756,369	$	2,949,824	$	(2,193,455	)		-74	%
	Nine-months Ended				Change
---	---	---	---	---	---	---	---	---	---	---
	September 30, <br><br>2025		September 30, <br><br>2024		Dollars			Percentage
Real Estate	$	1,905,090	$	7,882,274	$	(5,977,184	)		-76	%
Biohealth		-		3,409		(3,409	)		-100	%
Digital Transformation Technology		223		-		223			100	%
Other		471,631		552,466		(80,835	)		-15	%
Total Cost of Revenues	$	2,376,944	$	8,438,149	$	(6,061,205	)		-72	%

Cost of revenues decreased from $2,949,824 in the three months ended September 30, 2024 to $756,369 in the three months ended September 30, 2025. Cost of revenues decreased from $8,438,149 in the nine months ended September 30, 2024 to $2,376,944 in the nine months ended September 30, 2025. The decrease in cost of revenue is caused by the decrease in property sales from the Lakes at Black Oak project in 2025. The last lots in Lakes at Black Oak project were sold during 2024.

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The gross margin decreased from $2,010,887 to $242,459 in the three months ended September 30, 2024 and 2025, respectively. The gross margin decreased from $3,735,815 to $789,149 in the nine months ended September 30, 2024 and 2025, respectively. The decrease of gross margin was caused by the decrease in sales in the Lakes at Black Oak Project.

The following tables sets forth period-over-period changes in operating expenses for each of our reporting segments.

	Three-months Ended						Change
	September 30, 2025			September 30, 2024			Dollars			Percentage
Real<br> Estate	$	(8,527	)	$	381,254		$	(389,781	)		-102	%
Biohealth		44,219			(204,709	)		248,928			-122	%
Digital<br> Transformation Technology		125,403			130,908			(5,505	)		-4	%
Other		2,660,342			2,667,214			(6,873	)		0	%
Total<br> Operating Expenses	$	2,821,436		$	2,974,667		$	(153,231	)		-5	%
	Nine-months Ended				Change
---	---	---	---	---	---	---	---	---	---	---
	September 30, <br> 2025		September 30, <br> 2024		Dollars			Percentage
Real Estate	$	1,369,966	$	1,321,120	$	48,846			4	%
Biohealth		446,268		910,354		(464,087	)		-51	%
Digital Transformation Technology		448,809		421,543		27,266			6	%
Other		7,790,664		7,122,562		668,102			9	%
Total Operating Expenses	$	10,055,706	$	9,775,579	$	280,127			3	%

The increase of operating expenses in the first nine months of 2025 compared to the same period of 2024 was mostly caused by the bonus paid to CEO.

Other Income (Expense)

In

the three months ended September 30, 2025, the Company had other income of $4,547,503 compared to other income of $2,433,020 in the three months ended September 30, 2024. In the nine months ended September 30, 2025, the Company had other expense of $7,068,004 compared to other expense of $954,752 in the nine months ended September 30, 2024 . The loss/gain on foreign exchange transaction is the primary reason for the volatility in these two periods. Foreign exchange transaction gain was $1,448,155 in the three months ended September 30, 2025, compared to $3,673,699 loss in the three months ended September 30, 2024. Foreign exchange transaction loss was $4,795,345 in the nine months ended September 30, 2025, compared to $1,634,713 loss in the nine months ended September 30, 2024.

Net Loss

In the three months ended September 30, 2025 the Company had net income of $1,964,001 compared to net income of $1,469,239 in the three months ended September 30, 2024. In the nine months ended September 30, 2025, the Company had net loss of $16,382,033 compared to net loss of $6,994,516 in the nine months ended September 30, 2024.

Liquidity and Capital Resources

Our real estate assets have decreased to $29,889,632 as of September 30, 2025 from $30,695,669 as of December 31, 2024. This decrease reflects depreciation expenses on the rental properties.

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Our cash has decreased from $27,243,787 as of December 31, 2024 to $25,459,416 as of September 30, 2025. Our liabilities decreased from $6,563,126 at December 31, 2024 to $4,711,668 at September 30, 2025. Our total assets have increased to $169,106,722 as of September 30, 2025 from $96,761,977 as of December 31, 2024 mainly due to increase in value of investment securities and purchasing equity investment.

On April 17, 2019, SeD Maryland Development LLC entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance amount of $18,500,000. The line of credit bore interest rate on LIBOR plus 375 basis points. SeD Maryland Development LLC was also provided with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000. The L/C commission is 1.5% per annum on the face amount of the L/C. Other standard lender fees apply in the event the L/C is drawn down. The loan is a revolving line of credit. The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed. Repayment of the Loan Agreement is secured by a $2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. On March 15, 2022, approximately $2,300,000 was released from collateral, leaving approximately $300,000 as collateral for outstanding letters of credit. On December 14, 2023 approximately $201,751 was released from collateral, leaving approximately $100,000 as collateral for outstanding letters of credit.

On November 13, 2023, the Company entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of one of the aforementioned Agreements, the Seller agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in the Lakes at Black Oak. The selling price of these lots was anticipated to equal approximately $7.4 million. Pursuant to the other Agreement, the Seller agreed to sell 63 single-family detached residential lots in the city of Magnolia, Texas. In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas. Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023. The closing of the transactions described above depended on the satisfaction of certain conditions. On July 1, 2024, the Seller closed the sale of 70 of the lots contemplated by that certain Agreement, generating approximately $3.8 million. The sale of the remaining 72 lots at Lakes at Black Oak closed on October 10, 2024 generating approximately $3.9 million. The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.

Additionally, the Company is entitled to receive certain developer reimbursements for the Lakes at Black Oak and Alset Villas projects.

The management believes that the available cash in bank accounts and favorable cash revenue from real estate projects are sufficient to fund our operations for at least the next 12 months.

Summary of Cash Flows for the Nine Months EndedSeptember 30, 2025 and 2024

	Nine-months Ended
	2025			2024
Net<br> cash (used in) provided by operating activities	$	(5,491,443	)	$	(8,751,416	)
Net<br> cash provided by investing activities	$	614,518		$	18,707,934
Net<br> cash provided by (used in) financing activities	$	1,997,810		$	(21,370,610	)

Cash Flows from OperatingActivities

Net cash used in operating activities was $5,491,443 in the first nine months of 2025, as compared to net cash used in operating activities of $8,751,416 in the same period of 2024. Purchase of trading securities and paying off payables in 2025 were the main reason for the cash used in operating activities in that period.

Cash Flows from InvestingActivities

Net cash provided by investing activities was $18,707,934 in the nine months ended September 30, 2024, compared to net cash provided of $614,518 in the nine months ended September 30, 2025. In the nine months ended September 30, 2025, the Company issued $1,918,240 in loans to related parties and spent $205,851 to purchase fixed assets and $40,000 to purchase security investment. At the same time, we received $165,466 from repayment of related party loan and $2,613,143 from the sale of securities of a related party. In the nine months ended September 30, 2024, the Company issued $1,368,083 in loans to related parties and $1,212,021 in loans receivable. At the same time, we received $101,096 from repayment of related party loan and withdrew cash from trust account of $21,102,871 for redemption of HWH’s shares.

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Cash Flows from FinancingActivities

Net cash provided by financing activities was $1,997,810 in the nine months ended September 30, 2025, compared to net cash used of $21,370,610 in the nine months ended September 30, 2024. The cash provided by financing activities in the first nine months of 2025 was from proceeds from issuing common stock of $2,614,983. In that same period, the Company repaid $275,374 of note payable, repurchased its own stock for $420,273 and borrowed $78,474 from commercial loan. The cash used in financing activities in the first nine months of 2024 is caused by repayment of $398,000 of note payable and repayment of HWH’s shares of $21,102,871. In that same period, the Company borrowed $130,261 from commercial loan.

Impact of Inflation

We believe that inflation has not had a material impact on our results of operations for the nine months ended September 30, 2025 or the year ended December 31, 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

Impact of Foreign Exchange Rates

The effect of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to the United States and which were approximately $30 million and $30 million on September 30, 2025 and December 31, 2024, respectively, are the reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Because the intercompany loan balances between Singapore and United States will remain at approximately $30 million over the next year, we expect this fluctuation of foreign exchange rates to still significantly impact the results of operations in 2025, especially given that the foreign exchange rate may and is expected to be volatile. If the amount of intercompany loan is lowered in the future, the effect will be reduced. However, at this moment, we do not expect to repay the intercompany loans in the short term.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of these exemptions until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption.

Seasonality

The real estate business is subject to seasonal shifts in costs as certain work is more likely to be performed at certain times of the year. This may impact the expenses of our subsidiary Alset EHome Inc. from time to time. In addition, should we commence building homes, we are likely to experience periodic spikes in sales as we commence the sales process at a particular location.

Item 3. Quantitative and Qualitative Disclosuresabout Market Risk

As a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, the Company is not required to provide the information required by this Item.

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Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officers and Chief Financial Officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our management, including our Chief Executive Officers and Chief Financial Officers, concluded that our disclosure controls and procedures are not effective as of September 30, 2025 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officers and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in the Company’s InternalControls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarterly period ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceeding

Not applicable.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securitiesand Use of Proceeds

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
July 1 – July 31, 2025		128,388	$	1.2472		128,388	$	1,200,641
August 1 – August 31, 2025		96,447	$	1.3032		96,447	$	1,072,435
September 1- September 30, 2025		48,451	$	2.0006		48,451	$	973,568
Total		273,286	$	1.4005		273,286

On June 23, 2025, the Company issued a press release announcing that the Company’s Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $1,000,000 of its common stock.  On September 29, 2025, the Company’s Board approved an increase to the Company’s existing stock repurchase program. As of the date of the amendment, the Company had paid approximately $391,376 in expenses related to the repurchase program, including certain fees. The amendment to the stock repurchase program authorizes the Company to repurchase up to an additional $1,000,000 of the Company’s common stock, subject to market conditions, contractual restrictions and other factors (in addition to the amounts already spent). The total amount authorized under the stock repurchase program is therefore $1,391,376. The entries in column (d) of the table above, reflect the maximum dollar value of shares that may yet be purchased as if the additional $1,000,000 had been made available from July 1, 2025. No plan has expired during the period covered by the table. The Company has not determined to terminate any plan, nor does the Company intend to cease making purchases under any such plan.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The following documents are filed as a part of this report:

Exhibit Number	Description
31.1a*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1b*	Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2a*	Certification of Co-Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2b*	Certification of Co-Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certifications of the Chief Executive Officer and Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	2025 Incentive Compensation Plan (Incorporated by Reference in the Company’s Definitive Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, filed by the Company with the SEC on February 24, 2025).
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed herewith.
---	---
**	Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALSET INC.
November 14, 2025	By:	/s/ Chan Heng Fai
		Chan Heng Fai
		Chairman of the Board and
		Chief Executive Officer
		(Principal Executive Officer)
November 14, 2025	By:	/s/ Chan Tung Moe
		Chan Tung Moe
		Co-Chief Executive Officer
		(Principal Executive Officer)
November 14, 2025	By:	/s/ Rongguo Wei
		Rongguo Wei
		Co-Chief Financial Officer
		(Principal Financial and Accounting Officer)
November 14, 2025	By:	/s/ Lui Wai Leung Alan
		Lui Wai Leung Alan
		Co-Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Exhibit 31.1a

Certification of Chief Executive Officer

Pursuant to Rules 13a-14(a) and 15d-14(a) underthe Securities Exchange Act of 1934 as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Chan Heng Fai, certify that:

1.	I have reviewed this report on Form 10-Q of Alset Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 14, 2025	By:	/s/ Chan Heng Fai
---	---	---
		Chan Heng Fai
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.1b

Certification of Chief Executive Officer

Pursuant to Rules 13a-14(a) and 15d-14(a) underthe Securities Exchange Act of 1934 as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Chan Tung Moe, certify that:

1.	I have reviewed this report on Form 10-Q of Alset Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 14, 2025	By:	/s/ Chan Tung Moe
---	---	---
		Chan Tung Moe
		Co-Chief Executive Officer
		(Principal Executive Officer)

---

---

Exhibit 31.2a

Certification of Chief Financial Officer

Pursuant to Rules 13a-14(a) and 15d-14(a) underthe Securities Exchange Act of 1934 as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Rongguo Wei, certify that:

1.	I have reviewed this report on Form 10-Q of Alset Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 14, 2025	By:	/s/ Rongguo Wei
---	---	---
		Rongguo Wei
		Co-Chief Financial Officer
		(Principal Financial Officer)

---

---

---

Exhibit 31.2b

Certification of Chief Financial Officer

Pursuant to Rules 13a-14(a) and 15d-14(a) underthe Securities Exchange Act of 1934 as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Lui Wai Leung Alan, certify that:

1.	I have reviewed this report on Form 10-Q of Alset Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 14, 2025	By:	/s/ Lui Wai Leung Alan
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		Lui Wai Leung Alan
		Co-Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Alset Inc. (the “Company”) for the three month period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to the best of his or her knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date:	November 14, 2025	/s/ Chan Heng Fai
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		Chan Heng Fai
		Chief Executive Officer, Director
		(Principal Executive Officer)
Date:	November 14, 2025	/s/ Chan Tung Moe
		Chan Tung Moe
		Co-Chief Executive Officer
		(Principal Executive Officer)
Date:	November 14, 2025	/s/ Rongguo Wei
		Rongguo Wei
		Co-Chief Financial Officer
		(Principal Financial Officer)
Date:	November 14, 2025	/s/ Lui Wai Leung Alan
		Lui Wai Leung Alan
		Co-Chief Financial Officer
		(Principal Financial Officer)