What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-01 compared with 2023-03-31 · 297 added, 437 removed, 328 unchanged (69% of the section changed)

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.

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 85.5% 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, 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

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 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 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

We identify global businesses for acquisition, incubation and corporate

advisory services, primarily related to our operating business segments.

also have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Bancorp Inc., an

indirect 13% equity interest in Holista CollTech Limited, a 44.4% equity interest in DSS Inc.

(“DSS”), an indirect 48.7%

equity interest in Value Exchange International, Inc.

and a 33.4% equity interest in Sharing Services

Global Corporation.

American Pacific Bancorp Inc.

is a financial network holding company.

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

Holista CollTech Limited is a public Australian

company that produces natural food ingredients (ASX:

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

product packaging, biotechnology, direct marketing, commercial lending, securities and investment management, alternative trading, digital

transformation, secure living, and alternative energy.

is listed on the NYSE American (NYSE:

Value Exchange International, Inc.

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:

ACAXU, ACAX, ACAXW and ACAXR).

Value Exchange International,

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

Sharing Services Global

Corporation (OTCQB:

SHRG), 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.

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

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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.

Our trading symbol on Nasdaq Stock Market did not change

due to the name change.

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.

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.

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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subsidiary of Alset International, which owns, operates and manages real estate development projects with a focus

on land subdivision developments (LiquidValue Development was formerly known as “SeD Intelligent Home Inc.”).

contract out all real estate development activities, working with engineers, surveyors, architects and general contractors through each

phase, including planning, design and construction.

Once the contractors complete the land development, we then sell the developed lots

to builders for the construction of new homes.

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).

on land subdivision developments.

We generally contract out all real estate development activities, working with engineers, surveyors,

architects and general contractors through each phase, including planning, design and construction.

Once the contractors complete the

land development, we then sell the developed lots to builders for the construction of new homes.

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

property development business is headquartered in Bethesda, Maryland.

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Maryland Property.

In November 2015, through LiquidValue Development, we acquired Ballenger Run, a land subdivision development

consisting of 197 acres, for $15.65 million.

This property is presently zoned for 479 entitled residential lots and 210 entitled multi-family

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 $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.

(“NVR”) by which RBG

Family, LLC would sell the 197 acres for $15 million to NVR.

On December 10, 2014, NVR assigned this contract to SeD Maryland Development,

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

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.

The balance of $10.05 million

was derived from a total equity contribution of $15.2 million by SeD Ballenger, LLC (“SeD Ballenger”) and CNQC Maryland Development

LLC (a unit of Qingjian International Group Co, Ltd, China, “CNQC”).

The project is owned by SeD Maryland is 83.55% owned

by SeD Ballenger and 16.45% by CNQC.

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.

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:

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.

In November 2015, we completed the $15.65 million acquisition of Ballenger Run, a 197-acre land sub-division

development located in Frederick County, Maryland.

Previously, on May 28, 2014, the RBG Family, LLC entered into the Assignable Real

Estate Sales Contract with NVR, Inc.

(“NVR”) by which RBG Family, LLC would sell the 197 acres for $15 million to NVR.

December 10, 2014, NVR assigned this contract to SeD Maryland Development, LLC 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 Development, LLC.

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

The balance of $10.05 million was derived from a total equity contribution of $15.2 million by SeD Ballenger LLC (“SeD Ballenger”)

and CNQC Maryland Development LLC (a unit of Qingjian International Group Co, Ltd, China, “CNQC”).

The project is owned by

SeD Maryland Development, LLC (“SeD Maryland”).

SeD Maryland is 83.55% owned by SeD Ballenger and 16.45% by CNQC.

April 17, 2019, SeD Maryland Development LLC entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T

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“L/C Facility”).

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

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

Commissions on each letter

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Bank on the property owned by SeD Maryland.

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

As part of the transaction during 2019, we incurred loan origination

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

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.

The Loan Agreement contains standard representations and warranties.

LiquidValue Development

will serve as the guarantor to the Land Development Loan and Letter of Credit Facility and has executed an Environmental Indemnification

Agreement in favor of the Lender.

of Residential Lots to NVR

residential lots were contracted for sale under the Lot Purchase Agreements with NVR.

NVR is a home builder engaged in the construction

and sale of single-family detached homes, townhouses and condominium buildings.

It also operates a mortgage banking and title services

Under the Lot Purchase Agreements, NVR provided SeD Maryland Development LLC with an upfront deposit of $5.6 million and has

agreed to purchase the lots at a range of prices.

The lot types and quantities to be sold to NVR under the Lot Purchase Agreements include

the following:

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

LiquidValue Development and its subsidiaries, we have established a front foot benefit (“FFB”) assessment on all of the lots

This is a 30-year annual assessment allowed in Frederick County which requires homeowners to reimburse the developer for

the costs of installing public water and sewer to the lots.

These assessments become effective as homes are settled, at which time we

can sell the collection rights to investors who will pay an upfront lump sum, enabling us to more quickly realize the revenue.

prices range from $3,000 to $4,500 per home depending on the type of home.

Our total expected revenue from the front foot benefit assessment

is approximately $1 million.

To recognize revenue of the FFB assessment, both our and NVR’s performance obligations have to be

Our performance obligation is completed once we complete the construction of water and sewer facilities and close the lot

sales with NVR, which inspects these water and sewer facilities prior to the close of lot sales to ensure all specifications are met.

NVR’s performance obligation is to sell homes they build to homeowners.

Our FFB revenue is recognized upon NVR’s sales of

homes to homeowners.

The agreement with these FFB investors is not subject to amendment by regulatory agencies and thus our revenue from

FFB assessment is not either.

During the years ended December, 2022 and 2021, we recognized revenue in the amounts of $126,737 and $289,375

from FFB assessments, respectively.

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

connection with getting the necessary approvals for the Ballenger Project, we agreed to transfer 30 acres of land that abut the development

for the construction of a local K-6 grade school.

We will not be involved in the construction of the school.

Oak Property, Texas.

Black Oak is a land infrastructure and subdivision development project situated in Magnolia, Texas, north

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

Through a partnership with

150 CCM Black Oak, Ltd., we had contracts to purchase seven contiguous parcels of land.

Our initial equity ownership in 150 CCM Black

was $4.3 million for 60% ownership in the partnership.

Since then, LiquidValue Development has increased its ownership to 100%.

On January 18, 2019, the first sale of lots at Black Oak was completed and 124 lots were sold.

Black Oak project has applied for reimbursement of certain costs for construction of roads, sewers, water and other basic requirements.

While we may be entitled to reimbursements from a local improvement district, the amount and timing of such payments is uncertain.

timing of such potential reimbursements will be impacted by certain bond sales by the Southeast Management District from time to time.

November 4, 2021, Black Oak Ltd received $750,000 reimbursement from Aqua Texas pursuant to a contractual agreement whereby Aqua is obligated

to pay 150 CCM Black Oak $6,000 for each connection made to an individual single-family home upon sale to the end customer.

The outstanding balance of the revolving loan is now $0.

Approximately

$100,000 is collateral for outstanding letters of credit.

Company’s Ballenger Run project is nearly complete, as all lots have been sold and the Company is completing its final tasks related

to the project.

at Black Oak Property, Texas.

Our Lakes at Black Oak project is a land infrastructure development and sub-division project situated

in Magnolia, Texas north of Houston.

On July 3, 2018, our subsidiary 150 CCM Black Oak Ltd.

entered into a Purchase and Sale Agreement

with Houston LD, LLC for the sale of 124 lots within the Lakes at Black Oak project (the “Lakes at Black Oak Purchase Agreement”).

Pursuant to the Lakes at Black Oak Purchase Agreement, it was agreed that 124 lots would be sold for a range of prices based on the lot

In addition, Houston LD, LLC agreed to contribute a “community enhancement fee” for each lot, collectively totaling

$310,000 which was held in escrow.

150 CCM Black Oak, Ltd.

agreed to apply these funds exclusively towards an amenity package on the

October 12, 2018, 150 CCM Black Oak, Ltd.

entered into an Amended and Restated Purchase and Sale Agreement (the “Amended and Restated

Lakes at Black Oak Purchase Agreement”) for these 124 lots.

Pursuant to the Amended and Restated Lakes at Black Oak Purchase Agreement,

the purchase price remained at $6,175,000.

150 CCM Black Oak, Ltd.

was required to meet certain closing conditions and the timing for

the closing was extended.

January 18, 2019, the sale of 124 lots at Lakes at Black Oak was completed for $6,175,000 and the community enhancement fee equal to

$310,000 was delivered to the escrow account, which was later drawn and closed.

An impairment of real estate of approximately $2.4 million

related to this sale was recorded on December 31, 2018.

The revenue was recognized in January, 2019, when the sale was closed, and no

gain or loss was recognized in January, 2019.

July 20, 2018, Lakes at Black Oak received $4,592,079 of district reimbursement for previous construction costs incurred in the land

Of this amount, $1,650,000 remained on deposit in the District’s Capital Projects Fund for the benefit of Lakes at

Black Oak and to be released upon receipt of the evidence of the:

(a) execution of a purchase agreement between Lakes at Black Oak and

a home builder with respect to the Lakes at Black Oak development and (b) of the completion, finishing and making ready for home construction

of at least 105 unfinished lots in the Lakes at Black Oak development.

After entering the purchase agreement with Houston LD, LLC, the

above requirements were met.

The amount of the deposit was released to the Company.

November 4, 2021, Lakes at Black Oak received $750,000 reimbursement from Aqua Texas pursuant to a contractual agreement whereby Aqua

is obligated to pay 150 CCM Black Oak $6,000 for each connection made to an individual single-family home upon sale to the end customer.

January 13, 2021, 150 CCM Black Oak, Ltd.

purchased an approximately 6.3 acre tract of land in Montgomery County, Texas.

The Company’s

strategic acquisition contiguous to the Black Oak project is intended to provide additional lot yield, potential additional amenities

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.

We anticipate that our involvement in land

development aspects of this project will take approximately three to five additional years to complete, however, at the present time,

the Company is also considering expanding its current policy of selling buildable lots to include a strategy of building housing for

sale or rent, particularly at our Black Oak and Alset Villas (described below) properties.

The required time and expenses needed to complete

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.

(the “Seller”), a Texas Limited Partnership and subsidiary of the Company, 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 comprising a residential community in the city of Magnolia, Texas known as the “Lakes

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

Pursuant to the Amendment, the parties agreed that the Buyer would purchase approximately 131 single-family detached residential lots,

instead of 242 lots.

This transaction closed on April 13, 2023.

March 16, 2023, 150 CCM Black Oak Ltd.

(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”).

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 transaction closed on May 15, 2023.

March 17, 2023, 150 CCM Black Oak Ltd.

(the “Seller”) entered into a Purchase and Sale Agreement (the “Purchase and

Sale Agreement”) with Davidson Homes, LLC, an Alabama limited liability company (“Davidson”).

Pursuant to the terms

of the Purchase and Sale Agreement, the Seller had agreed to sell approximately 189 single-family detached residential lots developed

within section 2 of Lakes at Black Oak project.

The sale of the first 94 lots closed on May 30, 2023.

The sale of remaining lots closed

on January 4, 2024.

Agreements to Sell 142 Lots at Lakes at Black Oak and 63 Lots at Alset Villas

November 13, 2023, 150 CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership and an indirect, majority owned subsidiary

of Alset Inc., 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 has agreed to sell approximately 142 single-family detached

residential lots (the “Section 4 Agreement”) comprising a section of a residential community in the city of Magnolia, Texas

known as the “Lakes at Black Oak.” Pursuant to the other Agreement, the Seller has agreed to sell 63 single-family detached

residential lots (the “Alset Villas Agreement”) 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 will be used to develop a community named Alset Villas (“Alset Villas”).

Alset EHome is targeting

to develop approximately 63 homes at Alset Villas for rent and/or for sale.

The Alset Villas project remains at the early stage.

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.

to the terms of each of the agreements, the lots will be sold at a fixed per-lot price, and the Seller will also be entitled to receive

a community enhancement fee for each lot sold.

The aggregate purchase price and community enhancement fees are anticipated to equal to

combined total of approximately $11 million for the two Agreements together;

however, the purchase prices for each of the Agreements

will be adjusted accordingly, if the total number of lots increases or decreases prior to the closing of the transactions contemplated

by the Agreements.

closing of the transactions described above depends on the satisfaction of certain conditions and is expected to take place during the

second quarter of 2024.

Rental Business

Texas Rental Homes.

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

In recent years, the Company expanded its real estate portfolio to single family rental houses.

2022 and 2021 the Company signed multiple purchase agreements to acquire 20 and 112 homes, respectively, in Montgomery and Harris Counties,

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of these purchased homes are properties of our rental business.

On December 9, 2022, Alset Inc.

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.

and Alset International Limited pursuant to which Alset

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.

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.

owns 85.5% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of Alset EHome

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.

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.

sold AHR to Alset Inc.

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.

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

approximately 96 of the 132 single-family rental homes that were acquired by our subsidiary in 2022 and 2021as a part of our

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

In addition, we

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

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

smart lighting controls;

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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.

We believe these and other

technologies will be attractive to renters.

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

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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.

also intend to enlarge the scope of property-related services.

Additional planned activities, which we intend to be carried out through

Alset EHome, include financing, home management, realtor services, insurance and home title validation.

We may particularly provide these

services in connection with homes we build.

These activities are also in the planning stages.

The company intends to continue to explore other projects in and around

Houston, Texas and bring this concept to other strategic parts of the US.

Transformation Technology

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

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.

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

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

artificial intelligent customer service application and metaverse services.

We commenced our technology business in 2015 through Hapi

Metaverse Inc.

(“Hapi Metaverse”) (formerly known as GigWorld Inc.), our 99.6% 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.

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

We have also enhanced our technological integration capability to include artificial

intelligence in the area of customer service, augmented reality, and the metaverse.

focusing on development and integration services by building white label mobile applications for eCommerce and community engagement

such as direct marketing and affiliate marketing, VEII has been working on I.T.

Services for major retailers in Asia for retail solutions integration.

believe that the increasing deployment of the technology both in membership engagement as well as in the retail industry will

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

Adding latest technological framework such as A.I.

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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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.

We had an indirect equity interest of

13.1% of Vivacitas at December 31, 2020.

Vivacitas focuses on developing medications for cancer patients.

We had a close partnership

with Vivacitas and its management, an experienced research team and a distinguished medical advisory board.

Vivacitas seeks to bring

more effective and less toxic chemotherapies to the market for treatment of the most aggressive and intractable cancers.

of this sale, Vivacitas had three programs:

(i) one program had completed three clinical studies, including two Phase I and one Phase

(ii) one program for a potential palliative treatment had completed three Phase III studies;

and (iii) one program was in

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

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

Business Activities

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(“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

(“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 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 Cafe Inc.

(“HCI-T”), an indirect majority-owned subsidiary of the Company, commenced

operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea.

cafes are operated by subsidiaries of HCI-T, namely Hapi Cafe SG Pte.

(“HCSG”) in Singapore and Hapi Cafe Korea Inc.

(“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

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.

February of 2024, HCI-T acquired an additional café in South Korea which has not yet commenced operations.

recent months the Company incorporated three new subsidiaries Shenzhen Leyouyou Catering Management Co., Ltd., Dongguan Leyouyou Catering

Management Co., Ltd.

and GuangZhou Leyouyou Catering Management Co., Ltd in the People’s Republic of China.

The three companies

will be principally engaged in the food and beverage business in Mainland China.

Additionally,

through its subsidiary MOC HK Limited, the Company is focusing on operating café business in Hong Kong.

the years ended on December 31, 2023 and 2022, the revenue from the other business activities described above was approximately 5% and

13% 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

(“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”);

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

of the total issued and outstanding common stock of APB.

four acquisitions set forth in the Securities Purchase Agreement closed on March 12, 2021.

The Company has issued four convertible notes

to Chan Heng Fai as follows:

(i) a convertible note in the amount of $28,363,966 for warrants to purchase 1,500,000,000 shares of Alset

International;

(ii) a convertible note in the amount of $173,395 to acquire all of the outstanding capital stock of LVD;

(iii) a convertible

note in the amount of $6,729,629 to acquire 62,122,908 ordinary shares of True Partner;

and (iv) a convertible note in the amount of

$28,653,138 for 4,775,523 Class B shares of APB.

Such four notes will only become convertible into shares of the Company’s common

stock following the approval of the Company’s shareholders.

Subject to such shareholder approval, each note shall be convertible

into shares of the Company’s common stock at a conversion price equal to $111.80 per share (equivalent to the average five closing

per share prices of the Company’s common stock preceding January 4, 2021).

The above four acquisitions from Chan Heng Fai were

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 458,198 shares of common stock of the

Development Pte Ltd.

LVD operates in the asset management field and will be leveraged by the Company to establish an actively

managed open-ended exchange-traded fund in the U.S.

focused on disruptive investment opportunities with long-term exponential growth

The Company has acquired all of the issued and outstanding stock of LVD.

Partner Capital Holding Limited.

True Partner operates as a fund management company in the U.S.

and Hong Kong.

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:

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.

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 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.

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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.

On February 3, 2022 Alset Capital Acquisition Corp.

(“Alset Capital”), a special purpose

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.

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

are exercisable.

The underwriters exercised their over-allotment option in full for an additional 1,125,000 units on February 1, 2022,

which closed at the time of the closing of the Offering.

As a result, the aggregate gross proceeds of this offering, including the over-allotment,

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

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,”

“ACAXW” and “ACAXR,” respectively.

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.

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

a purchase price of $4,737,500.

Each Private Placement Unit consists of one share of Class A common stock, one-half of one warrant and

one right entitling the holder to receive one tenth (1/10) of one share of Class A common stock.

Previously, the Sponsor had purchased

2,156,250 shares of Class B common stock pursuant to a private placement for a purchase price of $25,000, or approximately $0.012 per

The Class B common stock will automatically convert into shares of Class A common stock at the time of Alset Capital’s initial

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.

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”.

Acquisition of New Energy Asia Pacific Inc.

On December 13, 2023, the Company entered into a term sheet (the “Term Sheet”),

with Chan Heng Fai (the “Seller”), the Chairman of the Board of Directors, Chief Executive Officer and largest stockholder

of the Company.

Pursuant to the Term Sheet, the Company will 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.

NEAPI owns 41.5% of the issued and

outstanding shares of New Energy Asia Pacific Limited (“New Energy”), a Hong Kong corporation.

the terms of the Term Sheet, the consideration for the acquisition of NEAPI will be $103,750,000.00, to be paid in the form of a convertible

promissory note (the “Note”) to be issued to the Seller.

The Note shall have a term of five years and shall pay interest

at a rate of 3% per annum.

Either the Company or the Seller may convert all or any portion of the outstanding debt contemplated by the

Note into shares of the Company’s common stock during the term of the Note.

The conversion price for the Note has been set at $12.00

per share (based on a calculation of the approximate adjusted NAV of the Company per share as at September 30, 2023) which is equivalent

to approximately 16 times the last market trading price of AEI of $0.75 as of December 12, 2023.

The closing of this acquisition will

be subject to certain standard closing conditions, including stockholder approval and no objection from Nasdaq.

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.

Currently, New Energy has a strong pipeline of demand, with signed collective sales secured via Memorandums

of Understanding totaling up to $42 million in value and continues to garner strong interest from local government departments and market

New Energy will seek to significantly increase revenues in the coming months relating to both electric chargers and electric

New Energy’s expertise extends across Asia, with established service and training centers in China and Hong Kong, and

ongoing development planned in various parts of the world.

The Seller is a member of the Board of Directors of New Energy.

Term Sheet was approved by the Audit Committee of the Board of Directors and by the Board of Directors of the Company.

The Company’s

Board of Directors has received a fairness opinion reflecting that the transaction is fair to the Company’s stockholders from a

financial point of view.

The Seller and his son, who is also a member of the Company’s Board of Directors, recused themselves from

all deliberation and voting regarding this acquisition and the Term Sheet.

Company and the Seller anticipate entering into definitive documents for this acquisition in the immediate future.

to Sell Stock of HWH International Inc.

November 21, 2023, Alset International Limited, an 85.5%-owned subsidiary of the Company entered into two Stock Purchase Agreements (each,

a “Stock Purchase Agreement,” collectively the “Stock Purchase Agreements”), with each of Teh Wing Kwan, a citizen

of Singapore, and Massive Brilliant Limited, a Hong Kong limited company (each an “Investor,” collectively, the “Investors”),

the terms of each Stock Purchase Agreement being substantially the same.

Pursuant to the terms of the Stock Purchase Agreements, Alset

International Limited agreed to sell 640 shares (the “Shares”) of the Common Stock of HWH International Inc., a Nevada corporation

and a wholly owned subsidiary of Alset International Limited (“HWH International”), to each Investor.

The consideration for

each of the two purchases of stock was Eight Million U.S.

Dollars ($8,000,000.00) paid through the issuance of a promissory note made

to Alset International Limited by each Investor.

This transaction has not closed as of December 31, 2023.

Investor also entered into a Security Agreement, dated as of November 21, 2023.

Security interest in the brokerage account into which

each investor deposited the Shares (the “Collateral”) shall in each case serve as security for the Investor’s repayment

of their respective promissory note, and repossession of such Collateral by Alset International Limited shall be the sole recourse for

members of the Company’s Board of Directors and management are also members of the Board of Directors and management of each of

Alset International Limited and HWH International.

January 9, 2024, HWH International and Alset Capital Acquisition Corp., a Delaware corporation (“Alset Capital”) closed their

merger as contemplated by an agreement and plan of merger (the “Merger Agreement”).

The closing of the Merger Agreement resulted

in HWH International surviving the merger as a wholly owned subsidiary of Alset Capital (the “Merger”), and Alset Capital

changing its name to HWH International Inc.

total consideration paid at the closing of the merger by New HWH to HWH International shareholders was 12,500,000 shares of New HWH common

Alset International Limited owned the majority of the outstanding shares of HWH International at the time of the business combination,

and received 10,900,000 shares of New HWH as consideration for its shares of HWH International.

the closing of the sale of HWH International to Alset Capital, each of the Investors received 6.4% of the consideration for such sale,

in the form of 800,000 shares of New HWH apiece.

and Marketing

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businesses in which we participate, real estate, digital transformation technology and biohealth, are each highly competitive.

is based upon several factors, including price, reputation, quality and brand recognition.

Existing and future competitors may introduce

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2,059 square feet, under a lease that expires in 2024.

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

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

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

through leased spaces aggregating approximately 15,811 square feet, under leases expiring on various dates from June 2024 to February

The leases have rental rates ranging from $1,401 to $23,020 per month.

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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.

of April 1, 2024, we had a total of 60 full-time employees.

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

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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