What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-31 · 362 added, 328 removed, 403 unchanged (63% of the section changed)

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 and South Korea.

We manage our three principal businesses primarily through

our 77% owned subsidiary, Alset International Limited (“Alset International”), 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 and in Frederick, Maryland in our real estate segment.

We have designed

applications for enterprise messaging and e-commerce software platforms in the United States and Asia in our digital transformation technology

business unit.

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 and South Korea.

manage our three principal businesses primarily through our 85.4% owned subsidiary, Alset International Limited (“Alset

International”), 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 and in

Frederick, Maryland, in our real estate segment.

Recently, the Company expanded its real estate portfolio to single family rental

homes, and we currently own 132 homes that are rented or are available for rent.

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 sale of consumer products.

We identify global businesses for acquisition, incubation

and corporate advisory services, primarily related to our operating business segments.

We also have ownership

interests outside of Alset International, including a 41.3% equity interest in American Pacific Bancorp Inc., an

indirect 15.8% equity interest in Holista CollTech Limited, a 15.5% equity interest in True Partner Capital Holding Limited, a

24.9% equity interest in DSS Inc.

We identify global businesses for acquisition,

incubation and corporate advisory services, primarily related to our operating business segments.

We also have ownership interests

outside of Alset International, including a 36.9% equity interest in American Pacific Bancorp Inc., an indirect 15.5% equity interest

in Holista CollTech Limited, a 45.2% equity interest in DSS Inc.

(“DSS”), an 38.3% equity interest in Value

Exchange International, Inc., a 17.5% equity interest in American Premium Water Corp ., and an interest in Alset Capital

Acquisition Corp.

Exchange International, Inc., a 0.8% equity interest in New Electric CV Corporation (formerly known as “American Premium Mining

Corporation”) , and an interest in Alset Capital Acquisition Corp.

(“Alset Capital”).

American Pacific Bancorp Inc.

American Pacific Bancorp

is a financial network holding company.

CollTech Limited is a public Australian company that produces natural food ingredients (ASX:

True Partner Capital Holding

Limited is a public Hong Kong company which operates as a fund management company in

and Hong Kong.

Holista CollTech Limited is a public Australian company that produces natural food ingredients

DSS is a multinational company operating businesses within nine divisions:

product packaging, biotechnology,

direct marketing, commercial lending, securities and investment management, alternative trading, digital transformation, secure

living, and alternative energy.

product packaging, biotechnology, direct marketing,

commercial lending, securities and investment management, alternative trading, digital transformation, secure living, and alternative

is listed on the NYSE American (NYSE:

Value Exchange International, Inc.

provider of information technology services for businesses, and is traded on the OTCQB (OTCQB:

American Premium Water Corp.

is a provider of information technology

services for businesses, and is traded on the OTCQB (OTCQB:

New Electric CV Corporation

is a publicly traded consumer products company (OTCPK:

Alset Capital is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses and is listed on the

Nasdaq (Nasdaq:

Alset Capital is a newly organized

blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses and is listed on the Nasdaq (Nasdaq:

ACAXU, ACAX, ACAXW and ACAXR).

Under the guidance of Chan Heng

Fai, our founder, Chairman and Chief Executive Officer, who is also our largest stockholder, we have positioned ourselves as a participant

in these key markets through a series of strategic transactions.

Our growth strategy is both to pursue acquisition opportunities that

we can leverage on our global network using our capital and management resources and to accelerate the expansion of our organic businesses.

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.

at times provided a range of global capital and management services to these companies in order to gain access to Asian markets.

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.

the guidance of Chan Heng Fai, our founder, Chairman and Chief Executive Officer, who is also our largest stockholder, we have positioned

ourselves as a participant in these key markets through a series of strategic transactions.

Our growth strategy is both to pursue acquisition

opportunities that we can leverage on our global network using our capital and management resources and to accelerate the expansion of

our organic businesses.

generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over

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.

intend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under the

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change pursuant to a merger entered into with a wholly owned subsidiary, Alset EHome International Inc.

The Company was the surviving

entity following this merger and had adopted the name of its former subsidiary.

In connection with this name change, our trading

symbol on the Nasdaq Stock Market was changed from “HFEN” to “AEI.” On

October 4, 2022, through a merger transaction, the Company was reincorporated in Texas and changed its name to Alset Inc.

Company effected such name change pursuant to a merger entered into with a wholly owned subsidiary, Alset Inc.

The Company is the surviving

entity following this merger and has adopted the name of its former subsidiary.

In connection with our name change, our trading symbol

on the Nasdaq Stock Market was changed from “HFEN” to “AEI.”

Our trading symbol on Nasdaq Stock Market did not change

due to the name change.

following chart illustrates the current corporate structure of our key operating entities:

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to builders for the construction of new homes.

Where possible, we have attempted to pre-sell these lots before they are fully

LiquidValue Development’s main assets are two such subdivision development projects, one near Houston, Texas (known

as Black Oak), and one in Frederick, Maryland (known as Ballenger Run).

Where possible, we have attempted to pre-sell these lots before they are fully developed.

LiquidValue Development’s main assets are two such subdivision development projects, one near Houston, Texas (known as Black Oak),

and one in Frederick, Maryland (known as Ballenger Run).

property development business is headquartered in Bethesda, Maryland.

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After several years of development, this project is now in its final phases.

The Company anticipates that the estimated

construction costs (not including land costs and financing costs) for the final phases of the Ballenger Run project will be $1,670,820.

The expected completion date for the final phases of the Ballenger Run project is June of 2022.

The Company anticipates that the estimated construction

costs (not including land costs and financing costs) for the final phases of the Ballenger Run project will be $249,133.

completion date for the final phases of the Ballenger Run project is June of 2023.

May 28, 2014, the RBG Family, LLC entered into an Assignable Real Estate Sales Contract with NVR, Inc.

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LLC (“SeD Maryland”) in the Assignment and Assumption Agreement and entered into a series of Lot Purchase Agreements by which

NVR would purchase subdivided lots from SeD Maryland (the “Lot Purchase Agreements”).

NVR purchased subdivided lots from SeD Maryland (the “Lot Purchase Agreements”).

Maryland’s acquisition of the 197 acres was funded in part from a $5.6 million deposit from NVR.

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by SeD Ballenger and 16.45% by CNQC.

MacKenzie Equity Partners,

owned by Charles MacKenzie, our Chief Development Officer and a Director of the Company’s subsidiary LiquidValue Development,

has had a consulting agreement with a subsidiary of the Company since 2015.

Equity Partners, owned by Charles MacKenzie, our Chief Development Officer and a Director of the Company’s subsidiary LiquidValue

Development, has had a consulting agreement with a subsidiary of the Company since 2015.

Per the terms of the agreement, as amended on

January 1, 2018, the Company’s subsidiary pays a monthly fee of $20,000 for the consulting services.

The Company incurred

expenses of $360,000 and $240,000 for the years ended December 31, 2021 and 2020, respectively, which were capitalized as part of Real

Estate on the Company’s Consolidated Balance Sheet as the services relate to property and project management.

2021, MacKenzie Equity Partners was granted an additional $120,000 bonus payment.

As of December 31, 2021 and 2020 the Company

owed $80,000 and $0, respectively, to this entity.

to an agreement entered into in June of 2022, the Company’s subsidiary has paid $25,000 per month for consulting services, effective

as of January 2022.

The Company incurred expenses of $350,000 and $360,000 for the years ended December 31, 2022 and 2021, respectively,

which were capitalized as part of Real Estate on the Company’s Consolidated Balance Sheet as the services relate to property and

project management.

During 2022 and 2021, MacKenzie Equity Partners was granted additional $50,000

and $120,000 bonus payments, respectively.

As of December 31, 2022 and 2021 the Company owed $25,000 and $80,000, respectively,

to this entity.

from Ballenger Run is anticipated to come from three main sources:

of 479 entitled and constructed residential lots to NVR;

of the lot for the 210 entitled multi-family units;

of 479 front foot benefit assessments.

sale of 479 entitled and

constructed residential lots to NVR;

sale of the lot for the

210 entitled multi-family units;

sale of 479 front foot

benefit assessments.

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 bears interest of LIBOR plus 375 basis points.

SeD Maryland Development LLC was also provided

with a L/C Facility in an aggregate amount of $900,000.

The L/C commission will be 1.5% per annum on the face amount of the L/C.

standard lender fees will apply in the event 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 $2.6 million collateral fund

and a Deed of Trust issued to the Lender on the property owned by SeD Maryland.

Bank”) which is comprised of:

(1) a Note 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, and (2) a letter of credit facility in an aggregate amount of up to $900,000 (the

“L/C Facility”).

The Note bears an interest rate of the one month LIBOR plus 375 basis points.

Commissions on each letter

of credit (“L/C”) are 1.5% per annum on the face amount of the L/C.

Other standard lender fees apply in the event L/C is

The Note 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 Development Loan Agreement was secured by $2,600,000 collateral fund and a Deed of Trust issued to M&T

Bank on the property owned by SeD Maryland.

of December 31, 2022 and 2021, the principal balance of the loan was $0.

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fees and closing fees in the amount of $381,823 and capitalized them into construction in process.

proceeds from the Land Development Loan and Letter of Credit Facility will be used in connection with the Ballenger Run project, including

March 15, 2022, approximately $2,300,000 was released from collateral, leaving approximately $300,000 as collateral for outstanding letters

proceeds from the Land Development Loan and Letter of Credit Facility were used in connection with the Ballenger Run project, including

the development of certain single-family lots.

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Agreement in favor of the Lender.

from Ballenger Run include costs associated with land prices, closing costs, hard development costs, cost in lieu of construction, soft

development costs and interest costs.

We presently estimate these costs to be between $56 and $57 million.

We may also encounter expenses

which we have not anticipated, or which are higher than presently anticipated.

of Residential Lots to NVR

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the following:

Family Detached Large

Family Detached Small

Family Detached Neo Traditional

Family Attached 28’ Villa

Family Attached 20’ End Unit

Family Attached 16’ Internal Unit

There are five different types

of Lot Purchase Agreements, which have generally the same terms except for the price and unit details for each type of lot.

Lot Purchase Agreements, NVR has agreed to purchase 30 available lots per quarter.

The Lot Purchase Agreements provide several conditions

related to preparation of the lots which must be met so that a lot can be made available for sale to NVR.

SeD Maryland is to provide customary

lot preparation including survey, grading, utilities installation, paving, and other infrastructure and engineering.

The sale of lots

to NVR began in May 2017.

As of December 31, 2021, 476 lots have been sold to NVR with 3 remaining for the duration of the project.

Single Family Detached Large

Single Family Detached Small

Single Family Detached Neo Traditional

Single Family Attached 28’ Villa

Single Family Attached 20’ End Unit

Single Family Attached 16’ Internal Unit

were five different types of Lot Purchase Agreements, which had generally the same terms except for the price and unit details for each

Under the Lot Purchase Agreements, NVR has agreed to purchase 30 available lots per quarter.

The Lot Purchase Agreements

provided several conditions related to preparation of the lots which had be met so that a lot can be made available for sale to NVR.

SeD Maryland was to provide customary lot preparation including survey, grading, utilities installation, paving, and other infrastructure

and engineering.

The sale of lots to NVR began in May 2017.

As of December 31, 2022, all 479 lots have been sold to NVR.

of the Front Foot Benefit Assessments

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from FFB assessments, respectively.

part of the contract with NVR, upon establishment of FFB assessments on the lots, the Company is obligated to credit NVR with an amount

equal to one year of FFB assessment per each lot purchased by NVR.

As of December 31, 2021 the accrued balance due to NVR was $188,125.

arrangements for the sale of buildable lots to NVR require the Company to credit NVR with an amount equal to one year of the FFB assessment.

Under ASC 606, the credits to NVR are not in exchange for a distinct good or service and accordingly, the amount of the credit was recognized

as the reduction of revenue.

As of December 31, 2022 and 2021, the accrued balance due to NVR was $189,475 and $188,125, respectively.

Grade School Site

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and/or a solar farm to support the Company’s sustainable, healthy living concept.

October 28, 2022, 150 CCM Black Oak Ltd.

(the “Seller”), entered into a Contract for Purchase and Sale and Escrow Instructions

(the “Agreement”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”).

Pursuant to the terms of the Agreement, the Seller agreed to sell approximately 242 single-family detached residential lots in a residential

community in the city of Magnolia, Texas, known as the “Lakes at Black Oak.” The parties agreed that the lots will be sold

at a range of prices, and the Seller will also be entitled to receive a community enhancement fee for each lot sold.

The Buyer was entitled

to a thirty (30) day inspection period in which to inspect the properties and determine their suitability;

during such inspection period,

the Buyer was entitled to decline to proceed with the closing of these transactions.

aggregate purchase price and community enhancement fees were originally anticipated to be $12,881,000, with such purchase price to be

adjusted accordingly, if the total number of lots increased or decreased prior to the closing of the transactions contemplated by the

November 28, 2022, the parties to the Agreement entered into an amendment to the Agreement (the “Amendment”).

the Amendment, the Buyer will now proceed with the purchase of approximately 131 single-family detached residential lots, instead of

242 lots, and the anticipated purchase price has been reduced.

closing of the transactions described in the Agreement depends on the satisfaction of certain conditions set forth therein.

be no assurance that such closings will be completed on the terms outlined herein or at all.

Seller shall be required to develop and improve the property at the Seller’s cost pursuant to certain development plans and government

regulations prior to the closings described above.

site plan at Black Oak allows for approximately 550-600 residential lots of varying sizes.

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the Black Oak and Alset Villas projects will be influenced by the strategy, or mix of strategies, we utilize at each project.

Recent Agreements to Sell Additional Lots

Agreement to Sell 110 Lots

On March 16, 2023, the Seller

entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Rausch Coleman Homes Houston, LLC, a Texas

limited liability company (“Rausch Coleman”).

Pursuant to the terms of the Purchase and Sale Agreement, the Seller has agreed

to sell approximately 110 single-family detached residential lots which comprise a section of the Lakes at Black Oak.

The price of the

lots and certain community enhancement fees the Seller will be entitled to receive are anticipated to equal an aggregate of $6,586,250.

The closing of the sale of these

110 lots depends on the satisfaction of certain conditions set forth in the Purchase and Sale Agreement.

There can be no assurance that

such closings will be completed on the terms outlined herein or at all.

Commencing on March 16, 2023, Rausch Coleman has a thirty (30)

day inspection period in which to inspect the properties and determine their suitability;

during such inspection period, Rausch Coleman

may decline to proceed with the closing of these transactions.

The Seller shall be required to

complete certain improvements at the property at the Seller’s cost prior to the closing.

Agreement to Sell 189 Lots

On March 17, 2023, the Seller

entered into a Contract of Sale (the “Contract of Sale”) with Davidson Homes, LLC, an Alabama limited liability company (“Davidson

Pursuant to the terms of the Contract of Sale, the Seller has agreed to sell approximately 189 single-family detached residential

lots comprising an additional section of the Lakes at Black Oak.

The price of the lots and certain community enhancement fees the Seller

will be entitled to receive are anticipated to equal an aggregate of $10,022,500.

The closing of the transactions

described in the Contract of Sale depends on the satisfaction of certain conditions set forth therein.

There can be no assurance that

such closings will be completed on the terms outlined herein or at all.

Davidson Homes has agreed to purchase the lots in stages, comprising

an initial closing of 94 lots, the remaining lots to be purchase on or before December 29, 2023.

Commencing on March 17, 2023, Davidson

Homes shall have a thirty (30) day inspection period in which to inspect the properties and determine their suitability;

during such inspection

period, Davidson Homes may decline to proceed with the closing of these transactions.

The Seller shall be required to

complete certain improvements at the property at the Seller’s cost prior to the closing.

Alset Villas Project in Texas.

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Recently, the Company expanded its real estate portfolio to single family rental houses.

2021 the Company signed multiple purchase agreements to acquire 109 homes in Montgomery and Harris Counties, Texas.

By December 31, 2021,

the acquisition of the 109 homes was completed with an aggregate purchase cost of $24,940,764.

All of these purchased homes are

properties of our rental business.

In the first thirty single-family

of the 109 rental homes that were acquired by our subsidiary in 2021, as part of our commitment to advancing smart and healthy, sustainable

living, we have installed Tesla PV solar panels and Powerwalls.

We are reviewing plans to add solar panels and related technologies at

the balance of the single-family rental homes, where feasible.

In addition, we have added technologies at many of the single family rental

homes such as (i) smart solar, thermostat, and energy usage controls;

(ii) smart lighting controls;

2022 and 2021 the Company signed multiple purchase agreements to acquire 23 and 109 homes, respectively, in Montgomery and Harris Counties,

By December 31, 2022, the acquisition of all 132 homes was completed with an aggregate purchase cost of $30,998,258.

of these purchased homes are properties of our rental business.

On December 9, 2022, Alset Inc.

entered into an agreement with Alset EHome Inc.

and Alset International Limited pursuant to which Alset Inc.

agreed to reorganize the

ownership of its home rental business.

Previously, Alset Inc.

and certain majority-owned subsidiaries collectively owned 132 single-family

rental homes in Texas.

112 of these rental homes are owned by subsidiaries of American Home REIT Inc.

owns 85.4% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of Alset EHome Inc.

The closing of the transaction

contemplated by this agreement was completed on January 13, 2023.

Pursuant to this agreement, Alset Inc.

has become the direct owner of

AHR and its subsidiaries that collectively own these 112 homes, instead of such homes being owned indirectly through Alset International

Limited’s subsidiaries.

Alset EHome Inc.

sold AHR to Alset

for a total consideration of $26,250,933, including the forgiveness of debt in the amount of $13,900,000, a promissory note in the

amount of $11,350,933 and a cash payment of $1,000,000.

This purchase price represents the book value of AHR as of November 30, 2022.

The closing of this transaction

was approved by the shareholders of Alset International Limited.

Certain members of Alset Inc.’s Board of Directors and management

are also members of the Board of Directors and management of each of Alset International Limited and Alset EHome Inc.

approximately fifty-three single-family of the 132 rental homes that were acquired by our subsidiary in 2022 and 2021, as part of our

commitment to advancing smart and healthy, sustainable living, we have installed Tesla PV solar panels and Powerwalls.

We are reviewing

plans to add solar panels and related technologies at the balance of the single-family rental homes, where feasible.

In addition, we

have added technologies at many of the single-family rental homes such as (i) smart solar, thermostat, and energy usage controls;

smart lighting controls;

(iii) smart locks and security;

(iv) smart home automation devices.

We believe these and other technologies will be attractive to renters and we continue to build and

pursue strategic, technological partnerships that will assist us as we expand our real estate business to include building homes for

rent and building homes for sale in the future.

and (iv) smart home automation devices.

We believe these and other technologies

will be attractive to renters and we continue to build and pursue strategic, technological partnerships that will assist us as we expand

our real estate business to include building homes for rent and building homes for sale in the future.

Company has entered into a property management agreement with the property managers under which the property managers generally oversee

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with the tenants.

The Company pays its property managers a monthly property management fee per property unit

and a leasing fee.

The Company pays its property managers a monthly property management fee per property unit and a leasing fee.

Future Projects

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The Company is evaluating

the potential to enter into additional activities related to solar energy and energy efficient products as well as smart home

technologies.

Through the Company’s eco-systems of businesses based around sustainable, healthy living communities, our Alset EHome

subsidiary intends to develop single family homes which are eco-friendly.

They will be fitted out with solar energy products such

as photovoltaic systems, battery systems, and car charging ports for sustainable transport as well as other energy efficient systems.

The Company also envisions acquiring land surrounding its communities for solar farm projects to power these communities.

has commenced the infrastructure design, engineering and construction for this sustainable, healthy living community concept

within the Black Oak project outside of Houston, Texas.

the potential to enter into additional activities related to solar energy and energy efficient products as well as smart home technologies.

Through the Company’s eco-systems of businesses based around sustainable, healthy living communities, our Alset EHome Inc.

intends to develop single family homes which are eco-friendly.

They will be fitted out with solar energy products such as photovoltaic

systems, battery systems, and car charging ports for sustainable transport as well as other energy efficient systems.

The Company also

envisions acquiring land surrounding its communities for solar farm projects to power these communities.

Alset EHome has commenced the

infrastructure design, engineering and construction for this sustainable, healthy living community concept within the Black Oak project

outside of Houston, Texas.

The Company intends to bring this concept to other strategic parts of the US.

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digital transformation technology business unit is committed to enabling enterprises to engage in a digital transformation by providing

consulting, implementation and development services with various technologies including blockchain, e-commerce, social media and payment

We commenced our technology business in 2015 through GigWorld Inc.

(“GigWorld”), a 99.7% owned subsidiary

of Alset International.

Its technology platform focuses on business-to-business, or B2B, solutions, such as communications and workflow,

through instant messaging, international calling, social media, e-commerce and payment systems and direct marketing.

Using its platform,

consumers can discover and build their own communities based on interests, location or their existing networks.

The GigWorld platform

tools empower these communities to share their ideas and information across multiple channels.

As these communities grow, they provide

the critical mass that attracts enterprises.

The system is designed to ultimately help enterprises and community users to transform their

business models in a more effective manner.

Through GigWorld, we have successfully implemented several strategic platform developments for clients, including

a mobile front-end solution for network marketing, a hotel e-commerce platform for a company in Asia and a real estate agent management

platform in China.

We have also enhanced our technological capability from mobile application development to include architectural design,

allowing mobile-friendly front-end solutions to integrate with software platforms.

GigWorld’s main digital assets at the present

time are its applications.

GigWorld’s emphasis will be on developing solutions and providing services.

In February 2017, GigWorld

launched its first network marketing solution.

Since that time, GigWorld has continued to improve its technology.

believe these improvements will allow GigWorld to quickly provide solutions for brands that operate direct selling or affiliate

marketing programs, enabling their members to collaborate more effectively for sales and marketing management.

current plan is to commence sales of this technology in 2022, with a primarily focus in the network marketing and affiliate marketing

addition to the development of its own technology, GigWorld has been actively exploring strategic partnership and investment that can

enhance the company’s capability.

The area of focus covers payment solutions, both payment gateway services and crypto payment

technologies, loyalty programs and blockchain related services.

We believe that the increasing

deployment of the GigWorld App (whether through white labeling by potential customers or otherwise) will allow for feedback from customers,

and help us build a robust and scalable software.

The growth of network marketing throughout the world would impact our technologies

that target that industry.

In this rapidly evolving field, however, technology is advancing quickly and it is possible that our competitors

could create products that gain market acceptance before our products.

support, implementation and development services with various technologies including blockchain, e-commerce, social media, artificial

intelligent and metaverse.

We commenced our technology business in 2015 through Hapi Metaverse Inc.

(“Hapi Metaverse”) (formerly

known as GigWorld Inc.), our 99.7% owned subsidiary.

Its technology platform focuses on business-to-business, or B2B, solutions, such

as communications and workflow, through instant messaging, international calling, social media, e-commerce.

Hapi Metaverse’s latest

investment into Value Exchange International Inc.

(“VEII”) expanded our offering to retail business digital transformation

such as supermarket and chain stores.

Hapi Metaverse is now the largest stockholder of VEII.

Hapi Metaverse, we have successfully implemented several strategic platform developments for clients, including a mobile front-end solution

for network marketing, a hotel e-commerce platform for a company in Asia and a real estate agent management platform in China.

also enhanced our technological capability from mobile application development to include artificial intelligent, augmented reality and

the metaverse.

focusing on direct selling industry by building white label mobile applications for direct marketing and affiliate marketing brands,

VEII has been working on I.T.

Services for major retailers in Asia and enhanced their offering with mobile

applications and artificial intelligence.

believe that the increasing deployment of the GigWorld App (whether through white labeling by potential customers or otherwise)

will allow for feedback from customers, and help us build a robust and scalable software.

Adding latest technological framework such

and Metaverse allows the company to enhance our clients’ digital transformation journey with better consumer engagement

and analytics.

populations aging and a growing focus on healthcare issues, biohealth science has become increasingly vital.

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In October 2019, the Company expanded its biohealth segment into the Korean market through one of the subsidiaries of

Health Wealth Happiness Pte.

Ltd., HWH World Inc (“HWH World”).

HWH World operates based on a direct sales model in South

Products are sold by affiliates who place orders through HWH’s website;

products are then shipped from a shipping courier

in South Korea.

HWH World’s products include (i) the “HAPI Skincare” products, sold in a set with four products, including

a cleansing mask, moisturizer, cream and collagen ampoule;

and (ii) noodles produced by Holista CollTech, a company in which we are a

shareholder and with which we have worked together in the past.

In addition to sales, HWH World generates revenue through the sale of

We compete with numerous direct sales companies in South Korea.

Reorganization

of Certain Biohealth Activities

March 12, 2020, two of Alset International’s subsidiaries, Global BioMedical Pte Ltd, a Singapore corporation (“GBM”),

and Impact BioMedical Inc, a Nevada corporation and wholly owned subsidiary of GBM (“Impact BioMedical”), entered into a

binding term sheet (the “Impact Term Sheet”) with DSS, Inc.

(“DSS”) and DSS BioHealth Security, Inc., a wholly

owned subsidiary of DSS (“DBHS”).

Pursuant to the Impact Term Sheet, DBHS agreed to acquire Impact BioMedical.

Impact BioMedical

owns 90.9% of Global BioMedical, Inc., which in turn owned 70% of Global BioLife Inc., which at the time was our main biohealth entity.

April 27, 2020, Alset International, GBM, DSS and DBHS entered into a share exchange agreement (the “DSS Share Exchange Agreement”)

that provided further details regarding this transaction in which DBHS agreed to acquire all of the outstanding capital stock of Impact

BioMedical (the “Impact Shares”) through a share exchange, with Impact BioMedical becoming a direct wholly owned subsidiary

was agreed that the aggregate consideration for the Impact Shares to be issued to GBM by DSS would be the following:

(i) 483,334 newly

issued shares of DSS common stock;

and (ii) 46,868 newly issued shares of a new series of DSS perpetual convertible preferred stock with

a stated value of $46,868,000, or $1,000 per share.

The convertible preferred stock can be convertible into shares of DSS common stock

at a conversion price of $6.48 of preferred stock stated value per share of common stock, subject to a 19.9% beneficial ownership conversion

limitation (a so-called “blocker”) based on the total issued outstanding shares of common stock of DSS beneficially owned

Holders of the convertible preferred stock will have no voting rights, except as required by applicable law or regulation, and

no dividends will accrue or be payable on the convertible preferred stock.

The holders of convertible preferred stock will be entitled

to a liquidation preference of $1,000 per share, and DSS will have the right to redeem all or any portion of the then outstanding shares

of convertible preferred stock, pro rata among all holders, at a redemption price per share equal to such liquidation value per share.

to the execution of the Share Exchange Agreement, Impact BioMedical’s ownership of a suite of antiviral and medical technologies

was valued through an independent valuation that was completed by Destum Partners.

Because the valuation was higher than the previously

agreed value, the Purchase Price was capped at a value of $50 million.

closing of the purchase and sale of the Impact Shares contemplated under the DSS Share Exchange Agreement was subject to a number

of conditions, including both DSS and Alset International having obtained approvals from their respective shareholders and receipt by

DSS of audited financial statements of Impact BioMedical, which were included in DSS’s proxy statement soliciting the vote of its

shareholders.

June 26, 2020, the shareholders of Alset International approved this transaction.

August 10, 2020 the stockholders of DSS voted to approve the issuance of shares of DSS Common Stock and DSS Convertible Preferred Stock

in connection with the acquisition of Impact BioMedical, pursuant to the DSS Share Exchange Agreement.

Share Exchange Agreement contains customary representations, warranties and covenants of the parties, as well as certain indemnification

transaction was completed on August 21, 2020.

Accordingly, our ownership interest in these biohealth projects was reduced, and our ownership

interest in DSS was increased.

the year ended December 31, 2021, GBM converted 42,575 shares of the DSS Series A Convertible Preferred Stock into 6,570,170 shares of

the common stock of DSS.

At the time of conversion, we owned approximately 19.9% of the common stock of DSS, and our CEO, Chan Heng Fai,

was also an owner of the common stock of DSS (not including any common or preferred shares we held).

owns 3.64% of the issued and outstanding stock of Alset International.

is a multinational company operating businesses within nine divisions:

product packaging, biotechnology, direct marketing, commercial

lending, securities and investment management, alternative trading, digital transformation, secure living, and alternative energy.

intends to strategically acquire and develops assets to enrich the value of its shareholders through calculated IPO spinoffs and a share

distribution strategy.

is listed on the NYSE American.

International and Holista CollTech.

In connection with our expansion into biohealth activities, we formed iGalen International

(“iGalen International”), in which we owned a 53% ownership stake and acquired a 15.8% ownership interest in Holista CollTech, both of which companies

source and distribute patented dietary supplements and other health products.

(“iGalen”) is a 100% owned subsidiary of iGalen International.

iGalen’s primary product, Uncarb is a natural

carbohydrate optimizer that is intended to remove excess carbohydrates, thereby improving blood sugar regulation and achieving better

blood lipid profiles and sustained weight loss.

On December 30, 2020, Alset International’s ownership of 53% of iGalen International

was sold to one of the directors of iGalen International.

CollTech is a health and wellness company based in Perth, Australia.

It is listed on the Australian Securities Exchange (ASX:HCT).

core business divisions are dietary supplements, healthy food ingredients, ovine collagen and infection control solutions.

Until March 18, 2021, we also held an equity interest in Vivacitas Oncology Inc., a U.S.-based biopharmaceutical company.

HWH International Inc., HWH World Inc (“HWH World”).

HWH World is in the business of sourcing and distributing dietary supplements

and other health products through its network of members in the Republic of Korea (“South Korea”).

HWH World generates product

sales via its direct sale model as products are sold to its members.

Through the use of a Hapi Gig platform that combines e-commerce,

social media and a customized rewards system, HWH Korea equips, trains and empowers its members.

We compete with numerous direct sales

companies in South Korea.

Until March 18, 2021, we held an equity interest in Vivacitas Oncology Inc., a U.S.-based biopharmaceutical company.

The Company sold the subsidiary that held this interest to a subsidiary of DSS for $2,480,000.

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the planning stages of a 2b/3 clinical study.

financial statements do not consolidate Holista CollTech or Vivacitas Oncology, and we have not managed their operations.

financial statements did not consolidate Vivacitas Oncology, and we had not managed its operations.

Business Activities

addition to our three principal business activities, we oversee several smaller other business activities at the present time,

which we believe complement our three principal businesses.

addition to our three principal business activities, we oversee several smaller other business activities at the present time, which

we believe complement our three principal businesses.

Capital Partners.

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potential stock exchange listings.

the years ended on December 31, 2021 and 2020, the revenue from the other business activities described above was approximately 0% of

the total revenue.

The Company, through Alset F&B One Pte.

(“Alset F&B One”) and Alset F&B (PLQ) Pte.

PLQ”) each acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively, both of which have since commenced

These licenses will 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.

Limited (“HCSG”) in Singapore and Hapi Café

(“HCKI”) 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.

the years ended on December 31, 2022 and 2021, the revenue from the other business activities described above was approximately 13% and

0% of the total revenue, respectively.

as of March 12, 2021, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with

Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company, True Partner International Limited, LiquidValue

Development Pte Ltd.

Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company, True Partner International Limited, LiquidValue Development

(“LVD”) and American Pacific Bancorp, Inc.

(“APB”), pursuant to which the Company purchased

from Chan Heng Fai (i) warrants (the “Warrants”) to purchase 1,500,000,000 shares of Alset International;

(ii) 1,000,000

shares of LVD’s common stock, constituting all of the issued and outstanding stock of LVD;

(iii) 62,122,908 ordinary shares in

True Partner Capital Holding Limited (“True Partner”);

(“APB”), pursuant to which the Company purchased from Chan

Heng Fai (i) warrants (the “Warrants”) to purchase 1,500,000,000 shares of Alset International;

(ii) 1,000,000 shares of

LVD’s common stock, constituting all of the issued and outstanding stock of LVD;

(iii) 62,122,908 ordinary shares in True Partner

Capital Holding Limited (“True Partner”);

and (iv) 4,775,523 shares of APB’s Class B common stock, representing 86.44%

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transactions between entities under common control.

On May 13, 2021 and June 14, 2021 convertible promissory notes of $63,920,128

and accrued interests of $306,438 were converted into 2,123 shares of series B preferred stock and 9,163,965 shares of common stock of

On May 13, 2021 and June 14, 2021 convertible promissory notes of $63,920,128 and

accrued interests of $306,438 were converted into 2,123 shares of series B preferred stock and 458,198 shares of common stock of the

Development Pte Ltd.

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and Hong Kong.

manages funds and provides managed accounts on a discretionary basis using a proprietary trading platform, offering investment management

and consultancy services.

True Partner also develops and supports its trading platform and related proprietary software and provides

management services for a portfolio of securities and futures contracts.

Its fund investors and managed accounts are primarily professional

investors, including family offices, pension funds, high-net-worth individuals, endowments/foundations, and financial institutions.

Partner was founded in 2010 and is headquartered in Hong Kong.

True Partner is currently listed on the Hong Kong Stock Exchange (HKSE),

with over USD $1.7 billion assets under management (AUM).

True Partner manages

funds and provides managed accounts on a discretionary basis using a proprietary trading platform, offering investment management and

consultancy services.

True Partner also develops and supports its trading platform and related proprietary software and provides management

services for a portfolio of securities and futures contracts.

Its fund investors and managed accounts are primarily professional investors,

including family offices, pension funds, high-net-worth individuals, endowments/foundations, and financial institutions.

was founded in 2010 and is headquartered in Hong Kong.

True Partner is currently listed on the Hong Kong Stock Exchange (HKSE), with

over USD $1.7 billion assets under management (AUM).

Pursuant to the Securities Purchase Agreement, the Company has acquired 62,122,908

ordinary shares in True Partner (HKG:

The Company now owns 15.5% of True Partner.

On January 18, 2022, the Company

entered into a stock purchase agreement with DSS, Inc., pursuant to which the Company has agreed to sell, through the transfer of subsidiary

and otherwise, 62,122,908 shares of stock of True Partner Capital Holding Limited in exchange for 11,397,080 shares of the common stock

On February 28, 2022 the Company entered into a revised Stock Purchase Agreement with DSS, Inc., pursuant to which the Company

has agreed to replace the January 18, 2022 agreement with a new agreement to sell a subsidiary holding 44,808,908 shares of stock of

True Partner Capital Holding Limited, together with an additional 17,314,000 shares of True Partner Capital Holding Limited (for a total

of 62,122,908 shares) in exchange for 17,570,948 shares of common stock of DSS (the “DSS Shares”).

The issuance of the DSS

Shares will be subject to the approval of the NYSE American (on which the common stock of DSS is listed) and DSS’s shareholders.

At December 31, 2021 the Company owned 15.5% of True Partner.

January 18, 2022, the Company entered into a stock purchase agreement with DSS, Inc., pursuant to which the Company has agreed to sell,

through the transfer of subsidiary and otherwise, 62,122,908 shares of stock of True Partner Capital Holding Limited in exchange for

11,397,080 shares of the common stock of DSS.

On February 28, 2022 the Company entered into a revised Stock Purchase Agreement with DSS,

Inc., pursuant to which the Company has agreed to replace the January 18, 2022 agreement with a new agreement to sell a subsidiary holding

44,808,908 shares of stock of True Partner Capital Holding Limited, together with an additional 17,314,000 shares of True Partner Capital

Holding Limited (for a total of 62,122,908 shares) in exchange for 17,570,948 shares of common stock of DSS (the “DSS Shares”).

The issuance of the DSS Shares was be subject to the approval of the NYSE American (on which the common stock of DSS is listed) and DSS’s

shareholders.

The transaction closed on May 17, 2022.

Pacific Bancorp Inc.

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As a result of such share issuance, the Company’s

ownership percentage of APB fell to 41.3%.

ownership percentage of APB fell to 41.3% and subsequently to 36.9% at the end of 2022 due to APB’s share issuances.

Capital Acquisition Corp.

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acquisition company sponsored by the Company and certain affiliates, closed its initial public offering of 7,500,000 units at $10.00

Each unit consisted of one of Alset Capital’s shares of Class A common stock, one-half of one redeemable warrant

and one right to receive one-tenth of one share of Class A common stock upon the consummation of an initial business combination.

whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share.

Each unit consisted of one of Alset Capital’s shares of Class A common stock, one-half of one redeemable warrant and

one right to receive one-tenth of one share of Class A common stock upon the consummation of an initial business combination.

warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share.

Only whole warrants

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were $86,250,000, prior to deducting underwriting discounts, commissions, and other offering expenses.

Alset Capital’s

units have been listed on the Nasdaq Global Market and began trading on February 1, 2022, under the ticker symbol “ACAXU”.

Capital’s units have been listed on the Nasdaq Global Market and began trading on February 1, 2022, under the ticker symbol “ACAXU”.

On March 24, 2022, the shares of Class A common stock, warrants and rights were listed on Nasdaq under the symbols “ACAX,”

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stock purchase, reorganization or similar business combination with one or more businesses.

While Alset Capital may pursue an initial

business combination target in any business or industry, it intends to focus on identifying businesses in the real estate industry, including

construction, homebuilding, real estate owners and operators, arrangers of financing, insurance, and other services for real estate,

and adjacent businesses and technologies targeting the real estate space, which may be referred to as “Proptech” businesses.

Company and its majority-owned subsidiary Alset International Limited each own 45% of the sole member of Alset Acquisition Sponsor, LLC,

the sponsor (the “Sponsor”) of Alset Capital, with the remaining 10% of the sole member of the Sponsor owned by Alset Investment

Ltd., a company owned by the Company’s Chairman, Chief Executive Officer and largest stockholder, Chan Heng Fai.

Company owns 55% and its majority-owned subsidiary Alset International Limited owns 45% of the sole member of Alset Acquisition Sponsor,

LLC, the sponsor (the “Sponsor”) of Alset Capital.

February 3, 2022, the Sponsor purchased 473,750 units (the “Private Placement Units”) pursuant to a private placement for

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business combination on a one-for-one basis, subject to certain adjustments.

Alset Capital may pursue an initial business combination target in any business or industry, it initially intended to focus on identifying

businesses in the real estate industry, including construction, homebuilding, real estate owners and operators, arrangers of financing,

insurance, and other services for real estate, and adjacent businesses and technologies targeting the real estate space, which may be

referred to as “Proptech” businesses.

following its initial public offering, Alset Capital began to evaluate acquisition candidates that can be considered Proptech businesses.

Alset Capital’s goal is to complete its initial business combination within one year of its initial public offering.

Alset Capital to operate as a separately managed, publicly traded entity following the completion of the initial business combination,

or “De-SPAC”.

However, Alset Capital did not identify a suitable acquisition candidate in the Proptech business.

Instead, on September 9, 2022,

Alset Capital entered into an agreement and plan of merger (the “Merger Agreement”) by and among Alset Capital, our indirect

subsidiary HWH International Inc., a Nevada corporation (“HWH”) and HWH Merger Sub Inc., a Nevada corporation and a wholly

owned subsidiary of Alset Capital (“Merger Sub”).

Pursuant to the Merger Agreement, a business combination between Alset

Capital and HWH will be effected through the merger of Merger Sub with and into HWH, with HWH surviving the merger as a wholly owned

subsidiary of Alset Capital (the “Merger”).

Upon the closing of the Merger, it is anticipated that Alset Capital will change

its name to “HWH International Inc.”

We expect Alset Capital to operate as a separately managed, publicly traded entity following the completion of the initial business

combination, or “De-SPAC”.

and Marketing

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affiliate marketing and broad-based media, as well as through various strategic partnerships.

We maintain our website at https://www.alsetehomeintl.com,

We maintain our website at https://www.alsetinc.com,

and our various operating subsidiaries maintain individual websites, many of which are accessible through our main website.

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To date, we have spent approximately $57,581 on environmental studies and compliance.

Such costs are reflected in capitalized

construction costs in our financial statements.

Such costs are reflected in capitalized construction

costs in our financial statements.

cost of complying with governmental regulations is significant and will increase if we add additional real estate projects, become involved

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Transformation Technology Business.

Companies conducting business on the Internet are subject to a number of foreign and

domestic laws and regulations.

In addition, laws and regulations relating to user privacy, freedom of expression, content, advertising,

information security and intellectual property rights are being debated and considered for adoption by many countries throughout the

Online businesses face risks from some of the proposed legislation that could be passed in the future.

adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws impacting

Internet neutrality, could decrease the demand for our services and increase our cost of doing business.

As we expand internationally,

government regulation concerning the Internet, and in particular, network neutrality, may be nascent or non-existent.

a regulatory environment, coupled with potentially significant political and economic power of local network operators, we could experience

discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively

affect our business.

Companies conducting business on the Internet are subject to a number of foreign and domestic

laws and regulations.

In addition, laws and regulations relating to user privacy, freedom of expression, content, advertising, information

security and intellectual property rights are being debated and considered for adoption by many countries throughout the world.

businesses face risks from some of the proposed legislation that could be passed in the future.

adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws impacting Internet

neutrality, could decrease the demand for our services and increase our cost of doing business.

As we expand internationally, government

regulation concerning the Internet, and in particular, network neutrality, may be nascent or non-existent.

Within such a regulatory environment,

coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive

practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.

the United States, laws relating to the liability of providers of online services for activities of their users and other third parties

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for activities of their users and other third parties could harm our licensees’ businesses, and thus, indirectly, our business.

Our businesses are subject to varying degrees of governmental regulation in the countries in which our operations

are conducted, and the general trend is toward increasingly stringent regulation.

In the United States, the drug, device and cosmetic

industries have long been subject to regulation by various federal and state agencies, primarily as to product safety, efficacy, manufacturing,

Our businesses are subject to varying degrees of governmental regulation in the countries in which our operations are

conducted, and the general trend is toward increasingly stringent regulation.

In the United States, the drug, device and cosmetic industries

have long been subject to regulation by various federal and state agencies, primarily as to product safety, efficacy, manufacturing,

advertising, labeling and safety reporting.

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We also maintain offices in Singapore, Magnolia, Texas, Hong Kong and South Korea

through leased spaces aggregating approximately 16,446 square feet, under leases expiring on various dates from April 2022 to September

through leased spaces aggregating approximately 15,811 square feet, under leases expiring on various dates from May 2023 to August 2025.

The leases have rental rates ranging from $2,300 to $23,020 per month.

Our total rent expense under these office leases

was $587,685 and $413,240 in 2021 and 2020, respectively.

We expect total rent expense to be approximately $418,219 under office

leases in 2022.

We believe our present office space and locations are adequate for our current operations and for near-term planned expansion.

Our total rent expense under these office leases was $767,306

and $587,685 in 2022 and 2021, respectively.

We expect total rent expense to be approximately $944,807 under office leases in 2023.

believe our present office space and locations are adequate for our current operations and for near-term planned expansion.

of March 31, 2023, we had a total of 48 full-time employees.

In addition to our full-time employees, we occasionally hire part-time

employees and independent contractors to assist us in various operations, including real estate, research and product development and

In addition to our full-time employees, we occasionally hire part-time employees

and independent contractors to assist us in various operations, including real estate, research and product development and production.

future success will depend in part on our ability to attract, retain and motivate highly qualified technical and sales personnel for

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and contractors are good.

Company is subject to the information requirements of the Exchange Act, and, in accordance therewith, files annual, quarterly, and special

reports, proxy statements and other information with the Commission.

The Commission maintains an internet website at http://www.sec.gov

that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission.

The periodic reports, proxy statements and other information that the Company files with the Commission are available for inspection

on the Commission’s website free of charge as soon as reasonably practicable after they are electronically filed with or furnished

to the Commission.

Company maintains a website at https://www.alsetinc.com where you may also access these materials free of charge.

We have included our

website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website

is not incorporated into and is not part of this report on Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business