10-Q
Alset Inc. (AEI)
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
June 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
AlsetInc.
(Exact name of registrant as specified in its charter)
| texas | 83-1079861 |
|---|---|
| State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 4800 Montgomery Lane, Suite 210,<br><br> <br>Bethesda, Maryland | 20814 |
| --- | --- |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> value | AEI | The Nasdaq Stock Market<br> 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 August 14, 2025, there were 39,221,676 shares of the registrant’s common stock $0.001 par value per share, issued and outstanding.
Table
of Contents
| PART I FINANCIAL INFORMATION | F-1 |
|---|---|
| Item 1. Financial Statements (Unaudited) | F-1 |
| Condensed Consolidated Balance Sheets – June 30, 2025 (Unaudited) and December 31, 2024 | F-1 |
| Condensed Consolidated Statements of Operations and Other Comprehensive Loss – Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) | F-2 |
| Condensed Consolidated Statements of Stockholders’ Equity – Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) | F-3 |
| Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024 (Unaudited) | F-4 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | F-5<br> – F-37 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. Quantitative and Qualitative Disclosure About Market Risk | 14 |
| Item 4. Controls and Procedures | 14 |
| 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 |
| --- |
PartI. Financial Information
Item1. Financial Statements.
Alset
Inc. and Subsidiaries
Condensed
Consolidated Balance Sheets
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Assets: | |||||
| Current Assets: | |||||
| Cash and Cash Equivalents | 25,584,862 | $ | 27,243,787 | ||
| Restricted Cash | 107,928 | 939,939 | |||
| Account Receivables, Net | 79,749 | 75,646 | |||
| Other Receivables, Net | 9,301,124 | 6,251,219 | |||
| Note Receivables - Related Parties, Net | 1,518,111 | 1,679,822 | |||
| Convertible Loan Receivables at Fair Value - Related Party | 178,565 | 1,782,376 | |||
| Prepaid Expense | 162,951 | 207,483 | |||
| Inventory | 9,797 | 4,913 | |||
| Investment in Securities at Fair Value | 7,016,002 | 4,673,530 | |||
| Investment in Securities at Fair Value - Related Party | - | 12,342,624 | |||
| Investment in Securities at Fair Value | - | 12,342,624 | |||
| Investment in Securities at Cost | - | 17,462 | |||
| Investment in Equity Method Securities | - | 4,331,046 | |||
| Deposits | 47,448 | 210,495 | |||
| Total Current Assets | 44,006,537 | 59,760,342 | |||
| Noncurrent Assets: | |||||
| Real Estate - Rental Properties | 30,158,311 | 30,695,669 | |||
| Operating Lease Right-Of-Use Assets, Net | 1,197,576 | 1,468,913 | |||
| Deposits | 234,372 | 272,281 | |||
| Convertible Loan Receivables at Fair Value - Related Party | 1,738,147 | - | |||
| Investment in Securities at Fair Value - Related Party | 4,961,358 | - | |||
| Investment in Securities at Cost | 18,156 | - | |||
| Investment in Equity Method Securities | 3,020,131 | - | |||
| Other Receivables - Long Term, Net | - | 3,970,149 | |||
| Property and Equipment, Net | 676,937 | 594,623 | |||
| Total Assets | 86,011,525 | $ | 96,761,977 | ||
| Liabilities and Stockholders’ Equity: | |||||
| Current Liabilities: | |||||
| Accounts Payable and Accrued Expenses | 2,188,191 | $ | 3,605,863 | ||
| Deferred Revenue | 15,631 | - | |||
| Operating Lease Liabilities | 696,534 | 531,885 | |||
| Notes Payable | 1,152,163 | 1,323,059 | |||
| Notes Payable - Related Parties | 18,503 | 15,794 | |||
| Notes Payable | 18,503 | 15,794 | |||
| Total Current Liabilities | 4,071,022 | 5,476,601 | |||
| Long-Term Liabilities: | |||||
| Operating Lease Liabilities | 584,333 | 993,284 | |||
| Notes Payable | 82,794 | 93,241 | |||
| Total Liabilities | 4,738,149 | 6,563,126 | |||
| Commitments and Contingencies (Note 12) | - | - | |||
| Stockholders’ Equity: | |||||
| Preferred Stock, 0.001 par value; 25,000,000 shares authorized, none issued and outstanding | - | - | |||
| Common Stock, 0.001 par value; 250,000,000 shares authorized; 11,709,219 and 9,235,119 shares issued<br> and outstanding on June 30, 2025 and December 31, 2024, respectively | 11,709 | 9,235 | |||
| Additional Paid in Capital | 337,071,493 | 334,023,233 | |||
| Accumulated Deficit | (268,406,458 | ) | (251,851,540 | ) | |
| Accumulated Other Comprehensive Income (Loss) | 4,138,435 | (849,862 | ) | ||
| Total Alset Inc. Stockholders’ Equity | 72,815,179 | 81,331,066 | |||
| Non-Controlling Interests | 8,458,197 | 8,867,785 | |||
| Total Stockholders’ Equity | 81,273,376 | 90,198,851 | |||
| Total Liabilities and Stockholders’ Equity | 86,011,525 | $ | 96,761,977 |
All values are in US Dollars.
See accompanying notes to condensed consolidated financial statements.
| F-1 |
| --- |
Alset
Inc. and Subsidiaries
Condensed
Consolidated Statements of Operations and Other Comprehensive Income
For the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three- Months Ended June 30, | Six- Months Ended June 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | ||||||||||||
| Rental | $ | 716,042 | $ | 705,011 | $ | 1,433,847 | $ | 1,425,505 | ||||
| Property | - | - | - | 5,032,500 | ||||||||
| Other | 382,920 | 422,035 | 733,418 | 755,248 | ||||||||
| Total Revenue | 1,098,962 | 1,127,046 | 2,167,265 | 7,213,253 | ||||||||
| Operating Expenses | ||||||||||||
| Cost of Sales | 843,046 | 829,958 | 1,620,575 | 5,488,325 | ||||||||
| General and Administrative | 2,954,942 | 2,798,137 | 6,550,354 | 6,048,990 | ||||||||
| Impairment of Note Receivable, Goodwill and Investment | 56,435 | 308,423 | 683,915 | 751,922 | ||||||||
| Total Operating Expenses | 3,854,423 | 3,936,518 | 8,854,844 | 12,289,237 | ||||||||
| Loss from Operations | (2,755,461 | ) | (2,809,472 | ) | (6,687,579 | ) | (5,075,984 | ) | ||||
| Other Non-Operating Income (Expense) | ||||||||||||
| Interest Income | 81,706 | 122,415 | 174,594 | 343,155 | ||||||||
| Interest Income - Related Party | 60,926 | 55,849 | 112,555 | 84,438 | ||||||||
| Interest Income | 60,926 | 55,849 | 112,555 | 84,438 | ||||||||
| Interest Expense | (32,085 | ) | (94,091 | ) | (83,203 | ) | (113,214 | ) | ||||
| Gain on Disposal of a Subsidiary | 384,356 | - | 384,356 | - | ||||||||
| Foreign Exchange Transaction (Loss) Gain | (4,834,398 | ) | 845,350 | (6,243,500 | ) | 2,038,986 | ||||||
| Unrealized (Loss) Gain on Securities Investment | (551,910 | ) | 247,319 | (271,002 | ) | 423,953 | ||||||
| Unrealized Gain (Loss) on Securities Investment - Related Party | 2,788,562 | 1,429,392 | (1,013,093 | ) | (4,013,059 | ) | ||||||
| Unrealized Gain (Loss) on Securities Investment | 2,788,562 | 1,429,392 | (1,013,093 | ) | (4,013,059 | ) | ||||||
| Realized Loss on Securities Investment | (490,440 | ) | (192,205 | ) | (670,536 | ) | (344,673 | ) | ||||
| Realized Loss on Securities Investment - Related Party | (2,438,848 | ) | - | (2,438,848 | ) | - | ||||||
| Realized Loss on Securities Investment | (2,438,848 | ) | - | (2,438,848 | ) | - | ||||||
| Loss on Equity Method Investment | (679,347 | ) | (856,724 | ) | (1,310,915 | ) | (1,978,142 | ) | ||||
| Other Expense | (472,780 | ) | (36,999 | ) | (473,981 | ) | (38,570 | ) | ||||
| Other Income | 98,577 | 139,201 | 218,066 | 209,354 | ||||||||
| Total Other Non-Operating (Expense) Income, Net | (6,085,681 | ) | 1,659,507 | (11,615,507 | ) | (3,387,772 | ) | |||||
| Net Loss Before Income Taxes | (8,841,142 | ) | (1,149,965 | ) | (18,303,086 | ) | (8,463,756 | ) | ||||
| Income Tax Expense | - | - | (42,948 | ) | - | |||||||
| Net Loss | (8,841,142 | ) | (1,149,965 | ) | (18,346,034 | ) | (8,463,756 | ) | ||||
| Net (Loss) Income Attributable to Non-Controlling Interest | (619,701 | ) | 89,149 | (1,791,116 | ) | (454,985 | ) | |||||
| Net Loss Attributable to Common Stockholders | $ | (8,221,441 | ) | $ | (1,239,114 | ) | $ | (16,554,918 | ) | $ | (8,008,771 | ) |
| Net Loss | $ | (8,841,142 | ) | $ | (1,149,965 | ) | $ | (18,346,034 | ) | $ | (8,463,756 | ) |
| Other Comprehensive Loss | ||||||||||||
| Foreign Currency Translation Adjustment | 4,577,462 | (1,253,895 | ) | 5,994,872 | (2,064,408 | ) | ||||||
| Total Comprehensive Loss | (4,263,680 | ) | (2,403,860 | ) | (12,351,162 | ) | (10,528,164 | ) | ||||
| Less Comprehensive Income (Loss) Attributable to Non-<br> Controlling Interests | 34,252 | (93,209 | ) | (935,324 | ) | (351,419 | ) | |||||
| Total Comprehensive Loss Attributable to Common Shareholders | (4,297,932 | ) | (2,310,651 | ) | (11,415,838 | ) | (10,176,745 | ) | ||||
| Net Loss Per Share - Basic and Diluted | $ | (0.71 | ) | $ | (0.13 | ) | $ | (1.49 | ) | $ | (0.87 | ) |
| Weighted Average Common Shares Outstanding - Basic and Diluted | 11,570,852 | 9,235,119 | 11,143,337 | 9,235,119 |
See accompanying notes to condensed consolidated financial statements.
| F-2 |
| --- |
Aset
Inc. and Subsidiaries
Condensed
Consolidated Statements of Stockholders’ Equity
For theThree and Six Months Ended June 30, 2025 and 2024 (Unaudited)
| Shares | 0.001 | Capital | Income | Deficit | Equity | Interests | Equity | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Additional | Accumulated Other | Total Alset | Total | |||||||||||||||||||
| Par Value | Paid in | Comprehensive | Accumulated | Stockholders’ | Non-Controlling | Stockholders’ | |||||||||||||||||
| Shares | 0.001 | Capital | Income | Deficit | Equity | Interests | 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 and 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 | ) | |||||||||||
| Reclassification of Gain from SHRG Warrants | - | (63,859 | ) | - | - | (63,859 | ) | (23,273 | ) | (87,132 | ) | ||||||||||||
| 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 | $ | 337,071,493 | $ | 4,138,435 | $ | (268,406,458 | ) | $ | 72,815,179 | $ | 8,458,197 | $ | 81,273,376 |
All values are in US Dollars.
| Common Stock | Additional | Accumulated Other | Total Alset | Total | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Par Value | Paid in | Comprehensive | Accumulated | Stockholders’ | Non-Controlling | Stockholders’ | ||||||||||||||
| Shares | 0.001 | Capital | Income | Deficit | Equity | Interests | 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 | ||||||
| Balance | 9,235,119 | $ | 333,711,811 | $ | 2,602,960 | $ | (254,655,314 | ) | $ | 81,668,692 | $ | 8,371,464 | $ | 90,040,156 | ||||||
| Adjustment of 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 | - | - | - | (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 |
All values are in US Dollars.
See accompanying notes to condensed consolidated financial statements.
| F-3 |
| --- |
Alset
Inc. and Subsidiaries
Condensed
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2025 and 2024 (Unaudited)
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Cash Flows from Operating Activities | ||||||
| Net Loss from Operations | $ | (18,346,034 | ) | $ | (8,463,756 | ) |
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||
| Depreciation | 623,649 | 616,640 | ||||
| Non-Cash Lease Expenses | 423,837 | 619,913 | ||||
| Impairment of Note Receivable, Goodwill and Investment | 683,915 | 751,922 | ||||
| Gain on Sale of Stock of Subsidiary | (384,356 | ) | - | |||
| Foreign Transaction Loss (Gain) | 6,243,500 | (2,038,986 | ) | |||
| Employee Performance Share Expense | 840,000 | - | ||||
| Unrealized Loss (Gain) on Securities Investment | 271,002 | (423,953 | ) | |||
| Unrealized Loss on Securities Investment - Related Party | 1,013,093 | 4,013,059 | ||||
| Realized Loss on Securities Investment | 670,536 | 344,673 | ||||
| Realized Loss on Securities Investment-Related Party | 2,438,848 | - | ||||
| Loss on Equity Method Investment | 1,310,915 | 1,978,142 | ||||
| Changes in Operating Assets and Liabilities, Net of Acquisitions | ||||||
| Real Estate | - | 857,898 | ||||
| Real Estate Reimbursement Receivable | 939,900 | (601,996 | ) | |||
| Account Receivables | (28,492 | ) | (62,112 | ) | ||
| Prepaid Expense | 51,483 | 29,928 | ||||
| Deposits | 200,956 | (96,026 | ) | |||
| Trading Securities | (1,993,298 | ) | (1,355,972 | ) | ||
| Inventory | (7,068 | ) | 517 | |||
| Accounts Payable and Accrued Expenses | (1,004,311 | ) | (1,458,880 | ) | ||
| Deferred Revenue | 15,631 | - | ||||
| Operating Lease Liabilities | (338,518 | ) | (608,260 | ) | ||
| Net Cash Used in Operating Activities | (6,374,812 | ) | (5,897,249 | ) | ||
| Cash Flows from Investing Activities | ||||||
| Purchase of Fixed Assets | (144,842 | ) | (35,489 | ) | ||
| Purchase of Investment Securities | - | (16,478 | ) | |||
| 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 | - | (577,285 | ) | |||
| Issuing Loan Receivable - Related Party | (910,193 | ) | (1,118,864 | ) | ||
| Collection of Loan Receivable - Related Party | 117,804 | 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 | 1,675,912 | 19,616,855 | ||||
| Cash Flows from Financing Activities | ||||||
| Proceeds from Common Stock Issuance | 2,614,983 | - | ||||
| Buyback Treasury Stock | (27,642 | ) | - | |||
| Borrowing from a Commercial Loan | - | 130,261 | ||||
| Repayment to Notes Payable | (261,097 | ) | (378,960 | ) | ||
| Repayment of Class A Common Stock | - | (21,102,871 | ) | |||
| Net Cash Provided by (Used in) Financing Activities | 2,326,244 | (21,351,570 | ) | |||
| Net Decrease in Cash and Cash Equivalents and Restricted Cash | (2,372,656 | ) | (7,631,964 | ) | ||
| Effects of Foreign Exchange Rates on Cash and Cash Equivalents | (118,280 | ) | (493,949 | ) | ||
| 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 | $ | 25,692,790 | $ | 19,763,380 | ||
| Cash and Cash Equivalents | $ | 25,584,862 | $ | 18,932,861 | ||
| Restricted Cash | $ | 107,928 | $ | 830,519 | ||
| Total Cash and Restricted Cash | $ | 25,692,790 | $ | 19,763,380 | ||
| Supplementary Cash Flow Information | ||||||
| Cash Paid for Interest | $ | 2,091 | $ | 38,248 | ||
| Cash Paid for Taxes | $ | 42,948 | $ | - | ||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||
| Initial Recognition of ROU / Lease Liability | $ | 132,044 | $ | 597,487 | ||
| 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 | $ | 276,095 |
See accompanying notes to condensed consolidated financial statements.
| F-4 |
| --- |
Alset
Inc. and Subsidiaries
Notes
to Condensed Consolidated Financial Statements
For
the Six Months Ended June 30, 2025 and 2024
(Unaudited)
1.
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Natureof 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.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basisof Presentation and Principles of Consolidation
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 June 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 | June 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 | 66.0 | 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 | ||
| 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. (f.k.a. Impact BioHealth 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. (f.k.a. Alset Capital Acquisition Corp.) | 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. (f.k.a. Hapi Marketplace Pte. Ltd.) (f.k.a. HWH Marketplace 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 (f.k.a. MOC 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. (f.k.a. Hapi Acquisition Pte. Ltd.) | Singapore | 99.6 | 99.6 | ||
| Guangdong LeFu Wealth Investment Consulting Co., Ltd. (f.k.a. Shenzhen Leyouyou Catering Management 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 | 73.3 | 81.1 | ||
| Hapi Café Co., Ltd. | Taiwan | 99.6 | 99.6 | ||
| Hapi Home Inc. | United States of America | 73.3 | 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 | 44.0 | * | - | |
| 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 | - | ||
| * | Although the<br> Company indirectly holds less than 50% of shares of these entities, the subsidiaries of the Company directly hold more than 50% of<br> 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.
Useof 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.
Cashand 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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RestrictedCash
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 June 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 June 30, 2025 and December 31, 2024, the total balance of this account was $107,928 and $107,874, respectively.
AccountReceivables and Allowance for Credit Losses
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 June 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 June 30, 2025 and December 31, 2024, the balance of account receivables was $79,749 and $75,646, respectively.
OtherReceivables and Allowance for Credit Losses
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 June 30, 2025 and December 31, 2024.
On
January 9, 2024, the Company sold 1,600,000 shares of HWH International Inc. (“HWH”) to two investors (800,000 shares to each). The consideration for each of the two purchases of stock was $8,000,000, which was paid through the issuance of promissory notes at the purchase price of $10 per share. These promissory notes carry interest of 1.5% and have maturity dates two years from the date of the notes. Each investor also entered into a Security Agreement. Security interest in the brokerage account into which each investor deposited the Shares (the “Collateral”) shall in each case serve as security for the Company’s repayment of their respective promissory notes, and repossession of such Collateral by the Company shall be the sole recourse for non-payment. On June 30, 2025, HWH’s stock price was $1.27. The Company does not expect that investors will repay the promissory notes when due, as the value of the shares is significantly lower than the original purchase price of $10 per share. The Company expects that all the shares will be returned to the Company at the notes’ maturity date and the notes will be canceled as well. Accordingly, the Company has not recognized the receivable or any gain or loss related to the transaction.
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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 June 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.
InvestmentSecurities
InvestmentSecurities 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 Measurement of 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”), American Premium Water Corporation (“APW”, d.b.a. New Electric CV Corporation, “NECV”), 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<br> influence over DSS. As of June 30, 2025 and December 31, 2024, the Company owned approximately 43.6% and 48.9% of the common stock<br> of DSS, respectively. Our CEO, Chan Heng Fai, is an owner of additional common stock of DSS (not including any common or preferred<br> shares we hold). In addition, our Chief Executive Officer is the Chairman of the Board of Directors of DSS. Apart from Chan Heng<br> 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,<br> 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). |
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| ● | The Company has significant<br> influence over APW as the Company holds approximately 0.5% of the common shares of APW. Additionally, our Chief Executive Officer,<br> Chan Heng Fai, is the majority owner of the common stock of APW (not including any common shares we hold). |
| ● | The Company has significant<br> influence over VEII as the Company holds approximately 45.8% of the common shares of VEII. Chan Heng Fai and another member of the<br> Board of Directors of Hapi Metaverse Inc., Lum Kan Fai Vincent, are both members of the Board of Directors of VEII. In addition to<br> 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<br> Yeung, Wong Tat Keung, and Lim Sheng Hon Danny). |
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| --- | | ● | The<br> Company has significant influence over SHRG as the Company holds approximately 29.0%<br> of the common shares of SHRG. Our Chief Executive Officer is a significant stockholder of SHRG shares. | | --- | --- | | ● | The Company had significant<br> influence over Impact as the Company held approximately 35.3% of the common shares of Impact as of December 31, 2024. The Company<br> sold all its shareholding in Impact during first four months of 2025. |
InvestmentSecurities 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 the 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 June 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
March 14, 2024, the Company entered into shares subscription agreement to subscription of shares in Ideal Food & Beverage Pte. Ltd. (“IFBPL”) with the subscription of 19,000 shares, constituting 19% of the shares of IFBPL. The subscription fee of $14,010 was paid to IFBPL on May 23, 2024. The Company impaired this investment of $14,010 and total impairment expenses were $14,205 due to weak performance of IFBPL as of December 31, 2024.
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.
EquityMethod 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.
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AmericanMedical REIT Inc.
LiquidValue
Asset Management Pte. Ltd. (“LiquidValue”), a subsidiary of the Company, owns 16.4% of American Medical REIT Inc. (“AMRE”) as of June 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.
AmericanPacific 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 June 30, 2025 and 2024, the investment loss was
$722,950 and $843,667 loss, respectively. During the six months ended June 30, 2025 and 2024, the investment loss was $1,288,719 and $1,923,604, respectively. As of June 30, 2025 and December 31, 2024, the investment in APF was $2,932,577 and $4,221,296, respectively.
SentinelBrokers Company Inc.
The Company’s indirect subsidiary, SeD Capital Pte Ltd (“SeD Capital”), owns 39.8 shares (10.4%) 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 80.1% of Sentinel. During the three months ended June 30, 2025, the investment gain in Sentinel was $43,603. During the six months ended June 30, 2025, the investment loss in Sentinel was $22,196. During the three and six months ended June 30, 2024, the investment loss in Sentinel was $13,054 and $39,791, respectively. Investment in Sentinel was $87,554 and $109,750 at June 30, 2025 and December 31, 2024, respectively.
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Investmentin Debt Securities
Debt securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss. Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated statements of comprehensive income. The Company monitors its investments 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.
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 the entire value of $88,599 of this loan on March 31, 2024, due to poor performance of this entity.
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 June 30, 2025 and December 31, 2024, $47,448 and $210,495 of deposits, respectively, were current and would be refundable within the next twelve months. As of June 30, 2025 and December 31, 2024, $234,372 and $272,281 of deposits, respectively, were noncurrent.
RealEstate 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 - “Business Combinations”, 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 June 30, 2025 and 2024, respectively. The Company capitalized construction costs of approximately $0 and $4.7 million for the six months ended June 30, 2025 and 2024, respectively.
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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 – PropertyPlant 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 six months ended on June 30, 2025 and 2024.
RentalProperties
Rental
properties are acquired with the intent to be rented to tenants. As of June 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.
Investmentsin Single-Family Residential Properties
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 six months ended June 30, 2025 and 2024.
Rentalof 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.
RevenueRecognition 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:
RealEstate
PropertySales
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 70%, of the Company’s revenue in the six months ended on June 30, 2025 and 2024, respectively, is as follows:
| ● | Identify the contract with a customer. |
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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. |
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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. |
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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<br> in the contract. |
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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<br> a performance obligation. |
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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.
RentalRevenue
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.
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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.
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 six months ended June 30, 2025 and the year ended December 31, 2024, the Company did not recognize any deferred revenue and collected all rents due.
Costof Revenues
RealEstate
| ● | Cost of Real Estate Sale |
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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 |
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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.
OtherBusinesses
| ● | Food and Beverage |
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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 licenses 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.
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.
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In February of 2024, HCI-T acquired an additional café in South Korea.
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.
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 fixed assets, 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.
| ● | Remaining performance obligations |
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As of June 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.
DeferredRevenue
The
Company recognizes deferred revenue when payments are received in advance of fulfilling its performance obligations. Deferred revenue at June 30, 2025, December 31, 2024 and 2023 was $15,631, $0, and $2,100, respectively.
Stock-BasedCompensation
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 six months ended on June 30, 2025, the Company recorded $840,000 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 six months ended on June 30, 2024, the Company recorded $0 as stock-based compensation expense.
Foreigncurrency
Functionaland reporting currency
Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements of the Company are presented in U.S. dollars (the “reporting currency”).
The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong, Australia, South Korea, the People’s Republic of China, and Taiwan are maintained in their local currencies, the Singapore Dollar (S$), 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.
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Transactionsin 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 loss of $4,834,398 and gain of $845,350 during the three months ended on June 30, 2025 and 2024, respectively. The Company recorded foreign exchange loss of $6,243,500 and gain of $2,038,986 during the six months ended on June 30, 2025 and 2024, respectively. The foreign currency transactional gains and losses are recorded in operations.
Translationof consolidated entities’ financial statements
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. The Company’s entities with functional currency of S$, 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 gain of $4,577,462 from foreign currency translation for the three months ended June 30, 2025 and $1,253,895 loss for the three months ended June 30, 2024, in accumulated other comprehensive loss. The Company recorded other comprehensive gain of $5,994,872 from foreign currency translation for the six months ended June 30, 2025 and $2,064,408 loss for the six months ended June 30, 2024, in accumulated other comprehensive loss. The foreign currency transactional gains and losses are recorded in operations.
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 June 30, 2025, there were 425,216 potentially dilutive warrants outstanding. At 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.
FairValue 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.
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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.
Non-controllinginterests
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.
On
June 30, 2025 and December 31, 2024, the aggregate non-controlling interests in the Company were $8,458,197 and $8,867,785, respectively.
Impairmentof Long-lived Assets
RealEstate
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.
Loansand 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.
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CapitalizedFinancing Costs
Financing costs, such as loan origination fee, administration fee, interests, and other related financing costs should be capitalized and recorded on the balance sheet, if these financing activities are directly associated with the development of real estate.
Capitalized financing costs 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 the allocation of capitalized financing costs based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on an area method, which uses the size of the lots compared to the total project area and allocates costs based on their size.
As of December 31, 2024, the Company sold all of its lots and therefore did not capitalize any financing costs.
RelatedParty 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.
Out-of-Period Adjustment
During the three months ended June 30, 2025, the Company recorded a $450,000 out-of-period adjustment to increase
other non-operating expenses to correct for an overpayment error made by the title company, as reported to the Company by the purchaser, during the preparation of the unaudited condensed consolidated financial statements. This out-of-period adjustment represents an overstatement of revenue of $450,000 in the year ended December 31, 2024. The Company has evaluated the impact of this error and out-of-period adjustment, both quantitatively and qualitatively, and concluded that it is not material to the previously issued annual consolidated financial statements and the adjustment is not expected to be material to the consolidated financial statements for the year ending December 31, 2025.
RecentAccounting Pronouncements
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 - ExpenseDisaggregation 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.
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 June 30, 2024, one customer accounted for approximately 100% of the Company’s property development revenue. For the three months ended June 30, 2025 there were no concentrations for any of our revenue streams. For the six months ended June 30, 2024, one customer accounted for approximately 100% of the Company’s property development revenue. For the six months ended June 30, 2025 there were no concentrations for any of our revenue streams.
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4.
SEGMENTS
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 six months ended June 30, 2025 and 2024:
SCHEDULE OF SEGMENT INFORMATION
| Real Estate | Digital Transformation Technology | Biohealth Business | Other | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six Months Ended on June 30, 2025 | |||||||||||||||
| Revenue | $ | 1,433,847 | $ | - | $ | - | $ | 733,418 | $ | 2,167,265 | |||||
| Cost of Sales | (1,254,761 | ) | - | - | (365,814 | ) | (1,620,575 | ) | |||||||
| Gross Profit | 179,086 | - | - | 367,604 | 546,690 | ||||||||||
| Operating Expenses | (1,378,493 | ) | (323,406 | ) | (402,049 | ) | (5,130,322 | ) | (7,234,269 | ) | |||||
| Operating Loss | (1,199,407 | ) | (323,406 | ) | (402,049 | ) | (4,762,718 | ) | (6,687,579 | ) | |||||
| Other Expense | (458,681 | ) | (881,753 | ) | (2,875,116 | ) | (7,399,957 | ) | (11,615,507 | ) | |||||
| Net Loss Before Income Tax | (1,658,088 | ) | (1,205,159 | ) | (3,277,165 | ) | (12,162,675 | ) | (18,303,086 | ) | |||||
| Real Estate | Digital Transformation Technology | Biohealth Business | Other | Total | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Six Months Ended on June 30, 2024 | |||||||||||||||
| Revenue | $ | 6,458,005 | $ | - | $ | - | $ | 755,248 | $ | 7,213,253 | |||||
| Cost of Sales | (5,181,322 | ) | - | (3,387 | ) | (303,616 | ) | (5,488,325 | ) | ||||||
| Gross Profit (Loss) | 1,276,683 | - | (3,387 | ) | 451,632 | 1,724,928 | |||||||||
| Operating Expenses | (939,866 | ) | (290,635 | ) | (1,115,063 | ) | (4,455,348 | ) | (6,800,912 | ) | |||||
| Operating Income (Loss) | 336,817 | (290,635 | ) | (1,118,450 | ) | (4,003,716 | ) | (5,075,984 | ) | ||||||
| Other Income (Expense) | 422,319 | (1,850,609 | ) | (99,845 | ) | (1,859,637 | ) | (3,387,772 | ) | ||||||
| Net Income (Loss) Before Income Tax | 759,136 | (2,141,244 | ) | (1,218,295 | ) | (5,863,353 | ) | (8,463,756 | ) | ||||||
| June 30, 2025 | |||||||||||||||
| Cash and Restricted Cash | $ | 5,437,261 | $ | 235,619 | $ | 2,039,120 | $ | 17,980,791 | $ | 25,692,790 | |||||
| Total Assets | 43,576,149 | 2,199,925 | 3,311,899 | 36,923,552 | 86,011,525 | ||||||||||
| December 31, 2024 | |||||||||||||||
| Cash and Restricted Cash | $ | 4,928,236 | $ | 326,540 | $ | 3,375,824 | $ | 19,553,127 | $ | 28,183,726 | |||||
| Total Assets | 44,683,563 | 3,176,729 | 5,446,468 | 43,382,430 | $ | 96,761,977 |
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5.
REAL ESTATE ASSETS
As of June 30, 2025 and December 31, 2024, real estate assets consisted of the following:
SCHEDULE OF REAL ESTATE ASSETS
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Rental Properties, net | 30,158,311 | 30,695,669 | ||
| Total Real Estate Assets | $ | 30,158,311 | $ | 30,695,669 |
Singlefamily residential properties
As
of June 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 June 30, 2025 and 2024, respectively. Depreciation expense was $528,103 and $528,103 in the six months ended June 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 June 30, 2025:
SCHEDULE OF SINGLE FAMILY RESIDENTIAL PROPERTIES
| Number of<br> <br>Homes | Aggregate<br><br> <br>Initial<br> <br>Investment | Average Investment<br> <br>per Home | ||||
|---|---|---|---|---|---|---|
| SFRs | 132 | $ | 31,388,691 | $ | 237,793 |
6.
NOTES PAYABLE
As of June 30, 2025 and December 31, 2024, notes payable consisted of the following:
SCHEDULE OF NOTES PAYABLE
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Motor Vehicle Loans | $ | 114,586 | $ | 123,118 |
| Loans for Operations | 22,246 | 37,837 | ||
| Promissory Note to EF Hutton LLC | 1,098,125 | 1,255,345 | ||
| Total notes payable | $ | 1,234,957 | $ | 1,416,300 |
M&TBank 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 June 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.
PromissoryNote 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 June 30, 2025, the Company accrued $150,625 in interest on the promissory note and owed $1,098,125 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.
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7.
RELATED PARTY TRANSACTIONS
Purchaseof Shares and Warrants from NECV
On
July 17, 2020, the Company purchased 122,039,000 shares, approximately 9.99% ownership, and warrants to purchase 1,220,390,000 shares with an exercise price of $0.0001 per share, from NECV, for an aggregate purchase price of $122,039. We value the NECV warrants under level 3 category through a Black Scholes option pricing model. The fair value of the NECV warrants was $973 as of June 30, 2025 and December 31, 2024.
StockPurchase 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.
StockPurchase 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.
BusinessCombination 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 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 5-for-1 reverse stock split of New HWH common stock on February 24, 2025. Of these shares, a total of 5,062,134 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.
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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.
ConvertibleNotes to Value Exchange
On
January 27, 2023, Hapi Metaverse Inc. and New Electric CV Corporation (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.
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 June 30, 2025 the fair value of the remaining $100,000 of convertible note and warrants was $28,844 and $701,602, 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 accrue 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 June 30, 2025 and December 31, 2024 was $431,583 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 June 30, 2025 and December 31, 2024 was $96,914 and $97,867, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables).
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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 June 30, 2025 was $29,077. (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.
ConvertibleNotes to Sharing Services
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. The new maturity date of the 1^st^ SHRG Convertible Note is November 5, 2026. The fair value of this 1^st^SHRG Convertible Note on June 30, 2025 and December 31, 2024 was $246,181 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 “2nd 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. 2nd SHRG Convertible Note bears a 6% interest rate and has scheduled maturity on March 20, 2027, three years from the date of the 2nd SHRG Convertible Note. At the time of this filing, HWH has not converted any of the debt contemplated by the 2nd SHRG Convertible Note nor exercised any of the warrants. On June 30, 2025 the fair value of the 2nd SHRG Convertible Note and warrants was $218,974 and $110, respectively. On June 30, 2025 and December 31, 2024, the fair value of the 2nd SHRG Convertible Note and warrants was $212,708 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 June 30, 2025 and December 31, 2024, the fair value of the 3rd SHRG Convertible Note was $218,755 and $230,871, 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
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 June 30, 2025 and December 31, 2024, the fair value of the 4th SHRG Convertible Note was $214,890 and $212,865, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)
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 June 30, 2025 and December 31, 2024, the fair value of the 5th SHRG Convertible Note was $89,910 and $88,209, respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)
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 June 30, 2025, the fair value of the 1^st^ Loan Agreement was $149,721. (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 June 30, 2025, the fair value of the Loan and warrants was $131,863 and $87,131, 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.
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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 June 30, 2025, the fair value of the Loan was $60,000. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.)
Advanceto 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.
Acquisitionof 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.
As
of June 30, 2025, the Company impaired goodwill of $77,480 to $0, which was generated from the excess of the purchase price above the net asset value during the acquisition. Total impairment expenses were $77,480.
ApartmentRental 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 $60,631 in the three and six months ended June 30, 2024, respectively. The lease expired in September 2024 and the Company did not extend that lease.
CreditFacility 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.
Saleof 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.
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Acquisitionof 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 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.
NotesPayable
Chan
Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty. Ltd. for its general operations. As of June 30, 2025 and December 31, 2024, the outstanding balance was $12,186 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 June 30, 2025 and December 31, 2024, the outstanding balance was $4,131 and $4,176, respectively.
ManagementFees
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 $150,000 and $225,000 in the three and six months ended June 30, 2025, and $135,000 and $210,000 in the three and six months ended June 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 June 30, 2025 and December 31, 2024, the Company owed this related party $25,000 and $41,602, 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 $32,500 and $77,500 in the three and six months ended June 30, 2024, respectively.
NotesReceivable 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.
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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.
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 June 30, 2025 and December 31, 2024 LVAML owes the Company $
463,995
.
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 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 June 30, 2025 and December 31, 2024 the Company accrued $3,632 and $1,018 interest, respectively, and HTHPL owed $170,651 and $139,514, respectively, to the Company.
On
December 18, 2024, the Company sold Hapi Travel Pte. Ltd. (“HTPL”) to HTHPL for a consideration of $834.
On
December 17, 2024, the Company 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 June 30, 2025 and December 31, 2024 the Company accrued $2,620 and $190 interest, respectively, and HTHPL owed $84,341 and $82,635, respectively, to the Company.
On
January 23, 2025 the Company 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 June 30, 2025 the Company accrued $2,401 interest and New Energy Asia owed $71,727, 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.
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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
June 30, 2025, there were 11,709,219 common shares issued and outstanding.
The following table summarizes the warrant activity for the six months ended June 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 June 30, 2025 | 603,051 | $ | 80.46 | 0.87 | $ | - | ||
| Warrants Vested and exercisable at June 30, 2025 | 603,051 | $ | 80.46 | 0.87 | $ | - |
| F-29 |
| --- |
Issuanceof 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.
StockCompensation
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.
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 June 30, 2025 in each calendar year through the end of their terms are as follows:
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS
| 2026 | $ | 1,043,549 |
|---|---|---|
| 2027 | 598,535 | |
| Total Future Receipts | $ | 1,642,084 |
PropertyManagement 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 June 30, 2025 and 2024, property management fees incurred by the property managers were $35,730 and $35,730, respectively. For the six months ended June 30, 2025 and 2024, property management fees incurred by the property managers were $71,370 and $70,740, respectively. For the three months ended June 30, 2025 and 2024, leasing fees incurred by the property managers were $15,645 and $24,005, respectively. For the six months ended June 30, 2025 and 2024, leasing fees incurred by the property managers were $29,490 and $34,265, respectively.
| F-30 |
| --- |
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<br> and Losses on<br> Security Investment | Foreign Currency Translations | Change in <br> 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 | |||
| Unrealized Gains<br> and Losses on<br> Security Investment | Foreign Currency Translations | Change in <br> 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 | ||
| Balance Beginning | $ | (54,921 | ) | $ | (1,112,437 | ) | $ | 3,770,318 | $ | 2,602,960 | ||
| Other Comprehensive (Loss) Income | - | (1,071,829 | ) | 17,342 | (1,054,487 | ) | ||||||
| Balance at June 30, 2024 | $ | (54,921 | ) | $ | (2,184,266 | ) | $ | 3,787,660 | $ | 1,548,473 | ||
| Balance Ending | $ | (54,921 | ) | $ | (2,184,266 | ) | $ | 3,787,660 | $ | 1,548,473 |
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 June 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 | |||||
| June 30, 2025 | ||||||||
| Assets | ||||||||
| Investment Securities- Fair Value Option | $ | 3,723,538 | $ | 540,530 | $ | - | $ | 4,264,068 |
| Investment Securities- Trading | 3,239,287 | 3,770,682 | - | 7,009,969 | ||||
| Warrants – NECV | - | - | 973 | 973 | ||||
| Warrants - VEII | - | 701,602 | - | 701,602 | ||||
| Warrants - SHRG | - | 748 | - | 748 | ||||
| Convertible Loan Receivable - VEII | - | 586,418 | - | 586,418 | ||||
| Convertible Loan Receivable - SHRG | - | 1,330,294 | - | 1,330,294 | ||||
| Total Assets at Fair Value | $ | 6,962,825 | $ | 6,930,274 | $ | 973 | $ | 13,894,072 |
| 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 - APW | - | - | 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 |
| F-31 |
| --- |
Realized
loss on investment securities for the three months ended June 30, 2025 was $2,929,288 and realized loss on investment securities for the three months ended June 30, 2024 was $192,205. Realized loss on investment securities for the six months ended June 30, 2025 was $3,109,384 and realized loss on investment securities for the six months ended June 30, 2024 was $344,673. Unrealized gain on securities investment was $2,236,652 and unrealized loss was $1,676,711 in the three months ended June 30, 2025 and 2024, respectively. Unrealized loss on securities investment was $1,284,095 and $3,589,106 loss in the six months ended June 30, 2025 and 2024, respectively. These gains and losses were recorded directly to net loss.
For U.S. trading stocks, we use Bloomberg Market stock prices as the share prices to calculate fair value. For overseas stock, we use the stock price from the local stock exchange to calculate fair value. The following chart shows details of the fair value of equity security investment at June 30, 2025 and December 31, 2024, respectively.
SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT
| Share price | Market Value | ||||||
|---|---|---|---|---|---|---|---|
| 6/30/2025 | Shares | 6/30/2025 | Valuation | ||||
| DSS (Related Party) | $ | 0.940 | 3,961,210 | $ | 3,723,538 | Investment in Securities at Fair Value – Related Party | |
| Trading Stocks | $ | 3,239,287 | Investment in Securities at Fair Value | ||||
| Total Level 1 Equity Securities | $ | 6,962,825 | |||||
| AMBS | $ | 0.000 | 20,000,000 | $ | 6,000 | Investment in Securities at Fair Value | |
| Holista | $ | 0.033 | 1,000 | $ | 33 | Investment in Securities at Fair Value | |
| Value Exchange (Related Party) | $ | 0.021 | 21,179,275 | $ | 444,765 | Investment in Securities at Fair Value – Related Party | |
| New Electric CV (Related Party) | $ | 0.000 | 354,039,000 | $ | - | Investment in Securities at Fair Value – Related Party | |
| Sharing Services (Related Party) | $ | 1.000 | 89,732 | $ | 89,732 | Investment in Securities at Fair Value – Related Party | |
| Trading Stocks | $ | 3,770,682 | Investment in Securities at Fair Value | ||||
| Total Level 2 Equity Securities | $ | 4,311,212 | |||||
| Nervotec | N/A | 1,666 | $ | - | Investment in Securities at Cost | ||
| UBeauty | N/A | 3,600 | $ | 16,548 | Investment in Securities at Cost | ||
| Ideal Food and Beverages | N/A | 19,000 | $ | - | Investment in Securities at Cost | ||
| HapiTravel Holding | N/A | 19,000 | $ | 142 | Investment in Securities at Cost | ||
| AES Group Co. Ltd. | N/A | 398 | $ | 1,466 | Investment in Securities at Cost | ||
| Total Equity Securities | $ | 11,292,193 |
| F-32 |
| --- | | | 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 – Related Party | | Trading Stocks | | | | | $ | 2,612,293 | Investment in Securities at Fair 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 Party | | Sharing Services (Related Party) | $ | 1.000 | | 89,732 | $ | 89,732 | Investment in Securities at Fair Value – Related Party | | New Electric CV (Related Party) | $ | 0.000 | | 354,039,000 | $ | - | Investment in Securities at Fair Value – Related Party | | Impact BioMedical (Related Party) | $ | 1.45 | | 4,568,165 | $ | 6,623,838 | Investment in Securities at Fair Value – Related 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 | $ | 16,636 | 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 | | | | Total Equity Securities | | | $ | 15,719,398 | |
| F-33 |
| --- |
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.
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 six months ended June 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 | |||
| --- | --- | --- | --- |
| 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 |
VectorCom 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
NECV
On
July 17, 2020, the Company purchased 122,039,000 shares, approximately 9.99% ownership, and 1,220,390,000 warrants with an exercise price of $0.0001 per share, from NECV, 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 NECV 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 six months ended June 30, 2025 and the year ended December 31, 2024. We value NECV warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from NECV was $973 as of June 30, 2025 and December 31, 2024.
| F-34 |
| --- |
The fair value of the NECV warrants under level 3 category as of June 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
| June 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 | 5.06 | 5.56 |
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 June 30, 2025 and December 31, 2024, the fair value of the warrants was $477,419 and $1,299,973, respectively. The Company did not exercise any warrants during the six months June 30, 2025 and the year ended December 31, 2024.
The fair value of the VEII warrants under level 2 category as of June 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
| June 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Stock price | $ | 0.0209 | $ | 0.0357 | ||
| Exercise price | $ | 0.1770 | $ | 0.1770 | ||
| Risk free interest rate | 7.50 | % | 7.50 | % | ||
| Annualized volatility | 235.00 | % | 458.92 | % | ||
| Dividend Yield | $ | 0.00 | $ | 0.00 | ||
| Year to maturity | 3.18 | 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 June 30, 2025 and December 31, 2024, the fair value of the warrants was $110 and $13,272, respectively.
| F-35 |
| --- |
The fair value of the 148,810 SHRG warrants under level 2 category as of June 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
| June 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Stock price | $ | 0.0387 | $ | 1.0000 | ||
| Exercise price | $ | 1.6800 | $ | 1.6800 | ||
| Risk free interest rate | 3.91 | % | 4.34 | % | ||
| Annualized volatility | 238.04 | % | 204.14 | % | ||
| Dividend Yield | $ | 0.00 | $ | 0.00 | ||
| Year to maturity | 3.72 | 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 June 30, 2025, the fair value of the warrants was $638.
The fair value of the 937,500 SHRG warrants under level 2 category as of June 30, 2025, was calculated using binomial option pricing model valued with the following weighted average assumptions:
SCHEDULE
OF SIGNIFICANT INPUTS AND ASSUMPTIONS
| June 30, 2025 | |||
|---|---|---|---|
| Stock price | $ | 0.0387 | |
| Exercise price | $ | 0.8500 | |
| Risk free interest rate | 3.70 | % | |
| Annualized volatility | 238.04 | % | |
| Dividend Yield | $ | 0.00 | |
| Year to maturity | 2.75 |
ConvertibleLoan 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 six months ended June 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 and China through leased spaces aggregating approximately 25,000 square feet, under leases expiring on various dates from July 2025 to April 2029. The leases have rental rates ranging from $1,321 to $23,020 per month. Our total rent expense under these office leases was $93,038 and $313,955 in the three months ended June 30, 2025 and 2024, respectively. Our total rent expense under these office leases was $328,538 and $606,674 in the six months ended June, 2025 and 2024, respectively. The total cash paid for rent under these office leases was $423,737 and $602,584 in the six months ended June 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 June 30, 2025 |
|---|---|
| Singapore<br> - AI | June<br> 2023 to May 2026 |
| Singapore<br> – F&B | October<br> 2024 to September 2027 |
| Singapore<br> – Hapi Cafe | July<br> 2024 to June 2026 |
| South<br> Korea – Hapi Cafe | August<br> 2022 to August 2025 |
| Bethesda,<br> Maryland, USA | April<br> 2024 to March 2027 |
| China<br> - Office | March<br> 2023 – March 2027 |
| China<br> - Shop | June<br> 2024 to April 2029 |
| Taiwan<br> - Cafe | May<br> 2024 to October 2027 |
| Taiwan<br> - Office | August<br> 2024 to August 2026 |
| Hong<br> Kong - Office | February<br> 2025 to January 2028 |
| F-36 |
| --- |
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 0.35% 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 2.02 years, with a weighted-average discount rate of 3.76%. The balances of operating lease right-of-use assets and operating lease liabilities as of June 30, 2025 were $1,197,576 and $1,280,867, 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 June 30, 2025.
For the Twelve Months Ending June 30:
SCHEDULE OF LEASE PAYMENTS
| 2026 | 728,034 | ||
|---|---|---|---|
| 2027 | 425,763 | ||
| 2028 | 129,948 | ||
| 2029 | 26,245 | ||
| Total Minimum Lease Payments | $ | 1,309,991 | |
| Less: Effect of Discounting | (29,124 | ) | |
| Present Value of Future Minimum Lease Payments | 1,280,867 | ||
| Less: Current Obligations under Leases | (696,534 | ) | |
| Long-term Lease Obligations | $ | 584,333 |
SecurityDeposits
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 June 30, 2025 and December 31, 2024, the security deposits held in the trust account were $284,148 and $ 303,518, respectively.
13.
SUBSEQUENT EVENTS
On July 23, 2025, the Company completed the purchase of New Energy Asia Pacific Inc. (“NEAPI”), as described in the Company’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2025 and the Company’s definitive information statement as filed with the SEC on July 1, 2025.
As
previously reported, the Company entered into the Stock Purchase Agreement dated as of May 22, 2025 with Chan Heng Fai, the Company’s Chairman, Chief Executive Officer and largest stockholder, 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. Upon maturity of the Convertible Note any outstanding principal and accrued interest accrued thereunder would be automatically be converted into shares of the Company’s common stock at the conversion rate.
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.
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.
Chan Heng Fai, the Company’s Chairman, Chief Executive Officer and largest stockholder is a member of the Board of Directors of New Energy. Mr. Lui Wai Leung Alan, the Company’s Co-Chief Financial Officer, is also a member of the Board of Directors of New Energy.
| F-37 |
| --- |
Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-LookingStatements
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.
BusinessOverview
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 American Premium Water Corporation (“APW”, d.b.a. New Electric CV Corporation, “NECV”), 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.
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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.
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.
RecentDevelopments
StockCompensation
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.
Noticefrom 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.
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Consummationof the 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.
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.
StockPurchase Agreement 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.
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Saleof Certain Lots
Agreementto 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.
Issuanceof Convertible Loans to Value Exchange International, 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).
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Issuanceof Convertible Loans to Sharing Services 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.
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.
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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.
Acquisitionof 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.
Purchaseof 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.
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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.
Mattersthat May or Are Currently Affecting Our 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;
● 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.
Resultsof Operations
Summaryof Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024
| Three- Months Ended | Six-months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||
| Revenue | $ | 1,098,962 | $ | 1,127,046 | $ | 2,167,265 | $ | 7,213,253 | ||||
| Operating Expenses | $ | (3,854,423 | ) | $ | (3,936,518 | ) | $ | (8,854,844 | ) | $ | (12,289,237 | ) |
| Other (Expenses) Income | $ | (6,085,681 | ) | $ | 1,659,507 | $ | (11,615,507 | ) | $ | (3,387,772 | ) | |
| Income Tax Expense | $ | - | $ | - | $ | (42,948 | ) | $ | - | |||
| Net Loss | $ | (8,841,142 | ) | $ | (1,149,965 | ) | $ | (18,346,034 | ) | $ | (8,463,756 | ) |
Revenue
The following tables set forth period-over-period changes in revenue for each of our reporting segments:
| Three-months Ended | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | Dollars | Percentage | |||||||
| Real Estate | $ | 716,042 | $ | 705,011 | $ | 11,031 | 2 | % | ||
| Other | 382,920 | 422,035 | (39,115 | ) | 9 | % | ||||
| Total Revenue | $ | 1,098,962 | $ | 1,127,046 | $ | (28,084 | ) | -2 | % |
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| --- | | | Six-months Ended | | | | Change | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | June 30, 2024 | | June 30, 2025 | | Dollars | | | Percentage | | | | Real Estate | $ | 1,433,847 | $ | 6,458,005 | $ | (5,024,158 | ) | | -78 | % | | Other | | 733,418 | | 755,248 | | (21,830 | ) | | -3 | % | | Total Revenue | $ | 2,167,265 | $ | 7,213,253 | $ | (5,045,988 | ) | | -70 | % |
Revenue was $1,098,962 and $1,127,046 for the three months ended June 30, 2025 and 2024, respectively. Revenue was $2,167,265 and $7,213,253 for the six months ended June 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.
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 six 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 $716,042 and $705,011 in the three months ended June 30, 2025 and 2024, respectively. Revenue from rental business was $1,433,847 and $1,425,505 in the six months ended June 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, digital transformation technology, 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 June 30, 2025 and 2024, the revenue from other businesses was $382,920 and $422,035, respectively. In the six months ended June 30, 2025 and 2024, the revenue from other businesses was $733,418 and $755,248, respectively, generated by Korean, Singaporean and Chinese café shops and restaurants.
Costof Revenues and Operating Expenses
The following tables sets forth period-over-period changes in cost of revenues for each of our reporting segments:
| Three-months Ended | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | Dollars | Percentage | |||||||
| Real Estate | $ | 651,976 | $ | 647,662 | $ | 4,314 | 1 | % | ||
| Other | 191,070 | 182,296 | 8,774 | 5 | % | |||||
| Total Cost of Revenues | $ | 843,046 | $ | 829,958 | $ | 13,088 | 2 | % | ||
| Six-months Ended | Change | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, 2025 | June 30, 2024 | Dollars | Percentage | |||||||
| Real Estate | $ | 1,254,761 | $ | 5,181,322 | $ | (3,926,561 | ) | -76 | % | |
| Other | 365,814 | 307,003 | 58,811 | 19 | % | |||||
| Total Cost of Revenues | $ | 1,620,575 | $ | 5,488,325 | $ | (3,867,750 | ) | -70 | % |
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Cost of revenues increased from $829,958 in the three months ended June 30, 2024 to $843,046 in the three months ended June 30, 2025. Cost of revenues decreased from $5,488,325 in the six months ended June 30, 2024 to $1,620,575 in the six months ended June 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.
The gross margin decreased from $297,088 to $255,916 in the three months ended June 30, 2024 and 2025, respectively. The gross margin decreased from $1,724,928 to $546,690 in the six months ended June 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 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | Dollars | Percentage | ||||||||
| Real Estate | $ | 233,688 | $ | 578,170 | $ | (344,482 | ) | -60 | % | ||
| Biohealth | (110,884 | ) | 288,102 | (398,986 | ) | -138 | % | ||||
| Digital Transformation Technology | 159,852 | 126,928 | 32,924 | 26 | % | ||||||
| Other | 2,728,721 | 2,113,360 | 615,361 | 29 | % | ||||||
| Total Operating Expenses | $ | 3,011,377 | $ | 3,106,560 | $ | (95,183 | ) | -3 | % | ||
| Six-months Ended | Change | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| June 30, 2025 | June 30, 2024 | Dollars | Percentage | ||||||||
| Real Estate | $ | 1,378,493 | $ | 939,866 | $ | 438,627 | 47 | % | |||
| Biohealth | 402,049 | 1,115,063 | (713,015 | ) | -64 | % | |||||
| Digital Transformation Technology | 323,406 | 290,635 | 32,771 | 11 | % | ||||||
| Other | 5,130,322 | 4,455,348 | 674,974 | 15 | % | ||||||
| Total Operating Expenses | $ | 7,234,269 | $ | 6,800,912 | $ | 433,357 | 6 | % |
The increase of operating expenses in the first six months of 2025 compared to the same period of 2024 was mostly caused by the bonus paid to CEO.
OtherIncome (Expense)
In the three months ended June 30, 2025, the Company had other expense of $6,085,681 compared to other income of $1,659,507 in the three months ended June 30, 2024. In the six months ended June 30, 2025, the Company had other expense of $11,615,507 compared to other expense of $3,387,772 in the six months ended June 30, 2024. The loss/gain on foreign exchange transaction is the primary reason for the volatility in these two periods. Foreign exchange transaction loss was $4,834,398 in the three months ended June 30, 2025, compared to $845,350 gain in the three months ended June 30, 2024. Foreign exchange transaction loss was $6,243,500 in the six months ended June 30, 2025, compared to $2,038,986 gain in the six months ended June 30, 2024.
NetLoss
In the three months ended June 30, 2025 the Company had net loss of $8,841,142 compared to net loss of $1,149,965 in the three months ended June 30, 2024. In the six months ended June 30, 2025, the Company had net loss of $18,346,034 compared to net loss of $8,463,756 in the six months ended June 30, 2024.
| 11 |
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Liquidityand Capital Resources
Our real estate assets have decreased to $30,158,311 as of June 30, 2025 from $30,695,669 as of December 31, 2024. This decrease reflects depreciation expenses on the rental properties.
Our cash has decreased from $27,243,787 as of December 31, 2024 to $25,584,862 as of June 30, 2025. Our liabilities decreased from $6,563,126 at December 31, 2024 to $4,738,149 at June 30, 2025. Our total assets have decreased to $86,011,525 as of June 30, 2025 from $96,761,977 as of December 31, 2024 mainly due to decrease in cash and value of investment securities.
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.
The Company is entitled to receive certain developer reimbursements for the Lakes at Black Oak and Alset Villas projects. The Company expects that approximately $8 million of the receivable will be collected within the next twelve months.
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.
Summaryof Cash Flows for the Six Months Ended June 30, 2025 and 2024
| Six-months Ended | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net cash used in operating activities | $ | (6,374,812 | ) | $ | (5,897,249 | ) |
| Net cash provided by investing activities | $ | 1,675,912 | $ | 19,616,855 | ||
| Net cash provided by (used in) financing activities | $ | 2,326,244 | $ | (21,351,570 | ) |
CashFlows from Operating Activities
Net cash used in operating activities was $6,374,812 in the first six months of 2025, as compared to net cash used in operating activities of $5,897,249 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.
| 12 |
| --- |
CashFlows from Investing Activities
Net cash provided by investing activities was $19,616,855 in the six months ended June 30, 2024, compared to net cash provided of $1,675,912 in the six months ended June 30, 2025. In the six months ended June 30, 2025, the Company issued $910,193 in loans to related parties and spent $144,842 to purchase fixed assets. At the same time, we received $117,804 from repayment of related party loan and $2,613,143 from the sale of securities of a related party. In the six months ended June 30, 2024 issued $1,118,864 in loans to related parties and $577,285 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.
CashFlows from Financing Activities
Net cash provided by financing activities was $2,326,244 in the six months ended June 30, 2025, compared to net cash used of $21,351,570 in the six months ended June 30, 2024. The cash provided by financing activities in the first six months of 2025 was from proceeds from issuing common stock of $2,614,983. In that same period, the Company repaid $261,097 of note payable and repurchased its own stock for $27,642. The cash used in financing activities in the first six months of 2024 is caused by repayment of $378,960 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.
Impactof Inflation
We believe that inflation has not had a material impact on our results of operations for the six months ended June 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.
Impactof 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 June 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.
EmergingGrowth 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.
| 13 |
| --- |
Item3. Quantitative and Qualitative Disclosures about 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.
Item4. 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 June 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 Internal Controls 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 June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PartII. Other Information
Item1. Legal Proceeding
Not applicable.
Item1A. Risk Factors
Not applicable to smaller reporting companies.
Item2. Unregistered Sales of Equity Securities and 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 | ||||
|---|---|---|---|---|---|---|---|---|
| April 1 – April 30, 2025 | - | - | - | - | ||||
| May 1 – May 31, 2025 | - | - | - | - | ||||
| June 1- June 30, 2025 | 25,900 | $ | 1.0039 | 25,900 | $ | 973,126 | ||
| Total | 25,900 | $ | 1.0039 | 25,900 | $ | 973,126 |
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. Repurchases may be made under the plan until the $1,000,000 made available is spent or until December 31, 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.
| 14 |
| --- |
Item3. Defaults Upon Senior Securities
None.
Item4. Mine Safety Disclosures
Not Applicable.
Item5. Other Information
Not applicable.
Item6. Exhibits
The following documents are filed as a part of this report:
| 15 |
| --- |
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. | ||
|---|---|---|
| August<br> 14, 2025 | By: | /s/ Chan Heng Fai |
| Chan<br> Heng Fai | ||
| Chairman<br> of the Board and | ||
| Chief<br> Executive Officer | ||
| (Principal<br> Executive Officer) | ||
| August<br> 14, 2025 | By: | /s/ Chan Tung Moe |
| Chan<br> Tung Moe | ||
| Co-Chief<br> Executive Officer | ||
| (Principal<br> Executive Officer) | ||
| August<br> 14, 2025 | By: | /s/ Rongguo Wei |
| Rongguo<br> Wei | ||
| Co-Chief<br> Financial Officer | ||
| (Principal<br> Financial and Accounting Officer) | ||
| August<br> 14, 2025 | By: | /s/ Lui Wai Leung Alan |
| Lui<br> Wai Leung Alan | ||
| Co-Chief<br> Financial Officer | ||
| (Principal<br> Financial and Accounting Officer) |
| 16 |
| --- |
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. | |
| August 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. | |
| August 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. | |
| August 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; | |
| --- | --- | |
| (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. | |
| August 14, 2025 | By: | /s/ Lui Wai Leung Alan |
| --- | --- | --- |
| Lui Wai Leung Alan | ||
| Co-Chief Financial Officer | ||
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
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 June 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: | August 14, 2025 | /s/ Chan Heng Fai |
| --- | --- | --- |
| Chan Heng Fai | ||
| Chief Executive Officer, Director | ||
| (Principal Executive Officer) | ||
| Date: | August 14, 2025 | /s/ Chan Tung Moe |
| Chan Tung Moe | ||
| Co-Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: | August 14, 2025 | /s/ Rongguo Wei |
| Rongguo Wei | ||
| Co-Chief Financial Officer | ||
| (Principal Financial Officer) | ||
| Date: | August 14, 2025 | /s/ Lui Wai Leung Alan |
| Lui Wai Leung Alan | ||
| Co-Chief Financial Officer | ||
| (Principal Financial Officer) |