What changed in this filing

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Item 1. Financial Statements

2024-08-13 compared with 2024-05-15 · 936 added, 726 removed, 1147 unchanged (59% of the section changed)

1 unchanged sentence

and Subsidiaries

Balance Sheets

March 31, 2024

December 31, 2023

Consolidated Balance Sheets

and Cash Equivalents

Receivables, Net

Note Receivables

- Related Parties, Net

Loan Receivables at Fair Value - Related Party

in Securities at Fair Value

in Securities at Fair Value - Related Party

in Securities at Fair Value

in Securities at Cost

in Equity Method Securities

Current Assets

Cash and Cash Equivalents

Restricted Cash

Account Receivables, Net

Other Receivables, Net

Note Receivables - Related Parties, Net

Convertible Loan Receivables at Fair Value - Related Party

Prepaid Expense

Advance to Related Party

Investment in Securities at Fair Value

Investment in Securities at Fair Value - Related Party

Investment in Securities at Fair Value

Investment in Securities at Cost

Investment in Equity Method Securities

Total Current Assets

Rental Properties

Properties under Development

Operating Lease Right-Of-Use Assets, Net

Other Receivables - Long Term, Net

Cash and Marketable Securities Held in Trust Account

Property and Equipment, Net

under Development

Lease Right-Of-Use Assets, Net

Receivables - Long Term, Net

Marketable Securities Held in Trust Account

and Equipment, Net

$ 126,314,028

Liabilities and Stockholders’ Equity:

Liabilities and Stockholders’

Payable and Accrued Expenses

Underwriting Compensation

Lease Liabilities

Payable - Related Parties

Current Liabilities

Accounts Payable and Accrued Expenses

Deferred Underwriting Compensation

Deferred Revenue

Operating Lease Liabilities

Notes Payable

Notes Payable - Related Parties

Notes Payable

Total Current Liabilities

Long-Term Liabilities:

Operating Lease Liabilities

Notes Payable

Total Liabilities

Temporary Equity

Class A Common Stock of Alset Capital Acquisition Corp subject to possible redemption;

1,976,036 shares at approximately $ 10.35 per share as of December 31, 2023

Stockholders’ Equity:

Preferred Stock, $ 0.001 par value;

Lease Liabilities

A Common Stock of Alset Capital Acquisition Corp subject to possible redemption;

1,976,036 shares at approximately $ 10.35 per share

as of December 31, 2023

Stockholders’

Stock, $ 0.001 par value;

25,000,000 shares authorized, none issued and outstanding

Common Stock, $ 0.001 par value;

Stock, $ 0.001 par value;

250,000,000 shares authorized;

9,235,119 and 9,235,119 shares issued and outstanding on March 31, 2024 and December 31, 2023, respectively

Additional Paid in Capital

Accumulated Deficit

9,235,119 and 9,235,119 shares issued and outstanding on June 30, 2024 and

December 31, 2023, respectively

Paid in Capital

( 255,894,428 )

( 247,885,656 )

Accumulated Other Comprehensive Income

Total Alset Inc.

Other Comprehensive Income

Stockholders’ Equity

Non-controlling Interests

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Non-controlling

Stockholders’ Equity

Liabilities and Stockholders’ Equity

$ 126,314,028

1 unchanged sentence

and Subsidiaries

Statements of Operations and Other Comprehensive Loss

the Three Months Ended March 31, 2024 and 2023

Total Revenue

Consolidated Statements of Operations and Other Comprehensive Loss

the Three and Six Months Ended June 30, 2024 and 2023

Months Ended June 30,

Operating Expenses

Cost of Sales

General and Administrative

Impairment of Goodwill and Investment

Total Operating Expenses

Loss from Operations

and Administrative

of Note Receivable, Goodwill and Investment

Operating Expenses

(Loss) Income from Operations

( 2,809,472 )

1 unchanged sentence

Other Income (Expense)

Interest Income

Interest Income - Related Party

Interest Income

Interest Expense

Foreign Exchange Transaction Gain (Loss)

Unrealized Gain (Loss) on Securities Investment

Income - Related Party

Exchange Transaction Gain

Gain on Securities Investment

Gain (Loss) on Securities Investment - Related Party

( 4,013,059 )

Unrealized (Loss) Gain on Securities Investment - Related Party

Gain (Loss) on Securities Investment

( 4,013,059 )

Unrealized (Loss) Gain on Securities Investment

Loss on Securities Investment

( 10,557,229 )

Realized Loss on Securities Investment

Loss on Equity Method Investment

( 10,688,542 )

Other Expense

Total Other Income (Expense), Net

Gain on Equity Method Investment

( 1,978,142 )

Consolidation of Alset Capital Acquisition Corp.

( 21,657,036 )

Other Income (Expense), Net

( 10,922,902 )

( 3,387,772 )

( 13,156,354 )

Net Loss Before Income Taxes

1 unchanged sentence

( 5,813,406 )

( 8,463,756 )

( 10,136,588 )

Income Tax Expense

1 unchanged sentence

( 5,813,406 )

Net Loss Attributable to Non-Controlling Interest

Net Loss Attributable to Common Stockholders

( 8,463,756 )

( 10,136,588 )

Net Income (Loss) Attributable

to Non-Controlling Interest

Net Loss Attributable to Common

$ ( 1,239,114 )

$ ( 5,807,850 )

$ ( 8,008,771 )

$ ( 9,665,736 )

$ ( 1,149,965 )

$ ( 5,813,406 )

$ ( 8,463,756 )

$ ( 10,136,588 )

Other Comprehensive Loss

Foreign Currency Translation Adjustment

Currency Translation Adjustment

( 1,253,895 )

( 2,183,883 )

( 2,064,408 )

( 1,087,940 )

Total Comprehensive Loss

1 unchanged sentence

( 7,997,289 )

Less Comprehensive Loss Attributable to Non-controlling Interests

Total Comprehensive Loss Attributable to Common Shareholders

( 10,528,164 )

( 11,224,528 )

Net Loss Per Share - Basic and Diluted

Weighted Average Common Shares Outstanding - Basic and Diluted

Less Comprehensive

Loss Attributable to Non-controlling Interests

Total Comprehensive Loss Attributable

to Common Shareholders

( 2,310,651 )

( 7,676,386 )

( 10,176,745 )

( 10,598,008 )

Net Loss Per Share - Basic

Weighted Average Common Shares

Outstanding - Basic and Diluted

accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Statements of Stockholders’ Equity

the Three Months Ended March 31, 2024

Series A Preferred Stock

Series B Preferred Stock

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Total Alset Stockholders’ Equity

Non-Controlling Interests

Total Stockholders’ Equity

Consolidated Statements of Stockholders’ Equity

the Six Months Ended June 30, 2024

Paid in Capital

Other Comprehensive Income

Alset Stockholders’ Equity

Non-Controlling

Stockholders’ Equity

A Preferred Stock

B Preferred Stock

Paid in Capital

Other Comprehensive Income

Alset Stockholders’ Equity

Non-Controlling

Stockholders’ Equity

Balance at January 1, 2024

1 unchanged sentence

$ ( 247,885,656 )

Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation

Gain from SHRG Convertible Note and Warrants

Change in Non-Controlling Interest after HWH De SPAC

of HWH Common Stock to EF Hutton LLC for Deferred Underwriting Compensation

Gain from SHRG Convertible

Notes and Warrants

Change in Non-Controlling

Interest after HWH De SPAC

Foreign Currency Translations

6 unchanged sentences

$ ( 254,655,314 )

and Subsidiaries

Statements of Stockholders’ Equity

the Three Months Ended March 31, 2023

Series A Preferred Stock

Series B Preferred Stock

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Total Alset Stockholders’ Equity

Non-Controlling Interests

Total Stockholders’ Equity

Balance at January 1, 2023

Adjustment of Gain from SHRG

Convertible Notes

Change in Non-Controlling

Foreign Currency Translations

( 1,071,537 )

1 unchanged sentence

( 1,253,895 )

Net Loss (Income)

( 1,239,114 )

1 unchanged sentence

( 1,149,965 )

Balance at June 30, 2024

$ 333,755,463

$ ( 255,894,428 )

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

the Six Months Ended June 30, 2023

A Preferred Stock

B Preferred Stock

Paid in Capital

Other Comprehensive Income

Alset Stockholders’ Equity

Non-Controlling

Stockholders’ Equity

Balance at January 1, 2023

$ 322,534,891

$ ( 188,724,411 )

$ 137,653,966

$ 148,663,115

Issuance of Common Stock

12 unchanged sentences

$ 148,869,797

Foreign Currency Translations

( 1,849,049 )

( 2,183,883 )

( 5,807,850 )

( 5,813,406 )

Net Loss (Income)

( 5,807,850 )

( 5,813,406 )

Balance at June 30, 2023

$ 325,967,000

$ ( 198,390,147 )

$ 130,509,367

$ 140,872,508

$ 325,967,000

$ ( 198,390,147 )

$ 130,509,367

$ 140,872,508

accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Statements of Cash Flows

the Three Months Ended March 31, 2024 and 2023

Cash Flows from Operating Activities

Net Loss from Operations

Consolidated Statements of Cash Flows

the Six Months Ended June 30, 2024 and 2023

Cash Flows from Operating

Loss from Operations

$ ( 8,463,756 )

$ ( 10,136,588 )

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Non-Cash Lease Expenses

Impairment of Goodwill and Investment

Foreign Transaction (Gain) Loss

to Reconcile Net Loss to Net Cash (Used in) Provided by Operating Activities:

Lease Expenses

Consolidation of Alset Capital Acquisition Corp.

of Note Receivable, Goodwill and Investment

Transaction Gain

( 2,038,986 )

Unrealized (Gain) Loss on Securities Investment

Unrealized Loss (Gain) on Securities Investment - Related Party

Gain on Securities Investment

( 6,543,729 )

Realized Loss on Securities Investment

Loss on Equity Method Investment

Changes in Operating Assets and Liabilities, net of acquisitions

Loss (Gain) on Securities Investment - Related Party

( 11,109,151 )

Real Estate Reimbursement Receivable

Account Receivables

Prepaid Expense

Advances to Related Party

Trading Securities

Accounts Payable and Accrued Expenses

Other Receivables - Related Parties

Deferred Revenue

Operating Lease Liabilities

Net Cash Used in Operating Activities

Loss on Securities Investment

on Exchange of Investment Securities

Equity Method Investment

in Operating Assets and Liabilities, net of acquisitions

Reimbursement Receivable

( 7,280,286 )

( 1,355,972 )

Cash Flows from Investing Activities

Purchase of Fixed Assets

Purchase of Investment Securities

Issuing Loan Receivable

Issuing Loan Receivable - Related Party

( 4,593,961 )

Proceeds from Loan Receivable - Related Party

Net Cash (Used in) Provided by Investing Activities

Payable and Accrued Expenses

( 1,458,880 )

Cash Flows from Financing Activities

Proceeds from Common Stock Issuance

Borrowing from a Commercial Loan

Repayment to Notes Payable

Net Cash (Used in) Provided by Financing Activities

Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash

Receivables - Related Parties

Lease Liabilities

(Used in) Provided by Operating Activities

( 5,897,249 )

Effects of Foreign Exchange Rates on Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash - Beginning of Year

Cash and Cash Equivalents and Restricted Cash- End of Period

Restricted Cash

Total Cash and Restricted Cash

Cash Flows from Investing

of Fixed Assets

of Real Estate Improvements

of Investment Securities

Advance to Related Party

Collection of Advance to Related Party

Acquisition of Subsidiary

Loan Receivable

Loan Receivable - Related Party

( 1,118,864 )

( 1,628,010 )

from Loan Receivable - Related Party

Cash Withdrawn from Trust Account for Redemptions

Cash Withdrawn from Trust Account Available to the Company

Provided by (Used in) Investing Activities

Cash Flows from Financing

from Common Stock Issuance

from a Commercial Loan

to Notes Payable

Repayment of Class A Common Stock

( 21,102,871 )

(Used in) Provided by Financing Activities

( 21,351,570 )

Net (Decrease) Increase in

Cash and Cash Equivalents and Restricted Cash

( 7,631,964 )

of Foreign Exchange Rates on Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

and Restricted Cash - Beginning of Period

Cash and Cash Equivalents

and Restricted Cash- End of Period

Cash and Restricted Cash

Supplementary Cash Flow Information

Cash Paid for Interest

Cash Paid for Taxes

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Initial Recognition of ROU / Lease Liability

Issuance of Shares to EF Hutton to Satisfy Deferred Underwriting Compensation

Supplemental Disclosure of

Non-Cash Investing and Financing Activities

Recognition of ROU / Lease Liability

Promissory Notes Received in Exchange for Sale of HWH Common Stock to Investors

Conversion of Ketomei Note Payable to Common Stock

Gain from SHRG Convertible Notes

of HWH Common Stock to EF Hutton LLC for Deferred Underwriting Compensation

of Ketomei Note Payable to Common Stock

SHRG Convertible Notes

accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2024 and 2023

the Six Months Ended June 30, 2024 and 2023

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations

in the United States, Singapore, Hong Kong, Australia, South Korea and China.

We manage a significant portion of our businesses through

our 85.5 % owned subsidiary, Alset International Limited (“Alset International”), a public company traded on the Singapore

Stock Exchange.

in the United States, Singapore, Hong Kong, Australia, South Korea, and the People’s Republic of China.

We manage a significant

portion of our businesses through our 85.5 % owned subsidiary, Alset International Limited (“Alset International”), a public

company traded on the Singapore Stock Exchange.

Company has four operating segments based on the products and services we offer, which include three of our principal businesses –

19 unchanged sentences

Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the

following entities as of March 31, 2024 and December 31, 2023, as follows:

following entities as of June 30, 2024 and December 31, 2023, as follows:

SCHEDULE OF SUBSIDIARIES

Name of subsidiary

of subsidiary

or other jurisdiction of incorporation or

Attributable interest as of,

consolidated under AEI

March 31, 2024

December 31, 2023

interest as of,

Alset Global Pte.

Alset Business Development Pte.

Alset Business Development

Global eHealth Limited

Alset International Limited

Singapore Construction & Development Pte.

Singapore Construction &

Development Pte.

Singapore Construction Pte.

2 unchanged sentences

SeD Capital Pte.

LiquidValue Asset Management Pte.

LiquidValue Asset Management

Alset Solar Limited

Alset F&B One Pte.

BMI Capital Partners International Limited.

BMI Capital Partners International

SeD Perth Pty.

16 unchanged sentences

United States of America

SeD Maryland Development, LLC

SeD Maryland Development,

United States of America

SeD Development Management, LLC

SeD Development Management,

United States of America

28 unchanged sentences

Hapi Cafe Inc.

United States of America

United States of America (Texas)

LiquidValue Development Pte.

13 unchanged sentences

United States of America

Alset Acquisition Sponsor, LLC

Alset Acquisition Sponsor,

United States of America

5 unchanged sentences

Alset eVehicle Pte.

Alset Mining Pte.

Hapi Travel Pte.

2 unchanged sentences

HWH International Inc.

United States of America

United States of America (Nevada)

Hapi Cafe SG Pte.

2 unchanged sentences

Hapi Metaverse Inc.

United States of America

United States of America (Texas)

Hapi Cafe Limited

4 unchanged sentences

Hapi Cafe Sdn.

Shenzhen Leyouyou Catering Management Co., Ltd.

Dongguan Leyouyou Catering Management Co., Ltd.

Guangzho Leyouyou Catering Management Co., Ltd.

Shenzhen Leyouyou Catering

Management Co., Ltd.

Dongguan Leyouyou Catering

Management Co., Ltd.

Guangzho Leyouyou Catering

Management Co., Ltd.

Hapi Travel Ltd.

Hapi Acquisition Pte.

Robotic Ai Trade Pte.

Robot Ai Trade Pte.

Ketomei Pte Ltd

2 unchanged sentences

Hapi Cafe Co., Ltd.

Although the Company indirectly holds less than 50% of shares of these entities, the subsidiaries of the Company directly hold more than 50% of shares of these entities, and therefore, they are still consolidated into the Company.

the Company indirectly holds less than 50% of shares of these entities, the subsidiaries of the Company directly hold more than 50%

of shares of these entities, and therefore, they are still consolidated into the Company.

preparation of financial statements in conformity with U.S.

18 unchanged sentences

At the same time, any necessary adjustments to depreciation expense are made in the income statement.

On March 31, 2024

and December 31, 2023, the Company adjusted $ 0 and $ 951,349 between building and land, respectively.

During the three months ended March

On June 30, 2024 and

December 31, 2023, the Company adjusted $ 0 and $ 951,349 between building and land, respectively.

During the three months ended June 30,

2024 and 2023, the Company adjusted depreciation expenses of $ 0 and $ 17,525 , respectively.

During the six months ended June 30, 2024 and 2023,

the Company adjusted depreciation expenses of $ 0 and $ 17,525 , respectively.

and Cash Equivalents

2 unchanged sentences

to a known amount of cash and are subject to an insignificant risk of changes in values.

There were no cash equivalents as of March 31,

2024 and December 31, 2023.

a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was required

3 unchanged sentences

The loan has expired during 2022 and only letters of credit were outstanding as of

March 31, 2024 and December 31, 2023.

June 30, 2024 and December 31, 2023.

On March 15, 2022 approximately $ 2,300,000 was released from collateral.

1 unchanged sentence

$ 201,751 was released from collateral.

As of March 31, 2024 and December 31, 2023, the total balance of this account was $ 107,793 and

As of June 30, 2024 and December 31, 2023, the total balance of this account was $ 107,820 and

$ 107,767 , respectively.

Company puts money into brokerage accounts specifically for equity investment.

As of March 31, 2024 and December 31, 2023, the cash balance

As of June 30, 2024 and December 31, 2023, the cash balance

in these brokerage accounts was $ 722,699 and $ 859,799 , respectively.

held in Trust Account

March 31, 2024 and December 31, 2023, the Company had approximately $ 0 and $ 21.0 million, respectively, in investments in treasury

securities held in the Trust Account.

June 30, 2024 and December 31, 2023, the Company had approximately $ 0 and $ 21.0 million, respectively, in investments in treasury securities

held in the Trust Account.

The funds in the Trust Account were subject to redemption by investors of HWH International Inc.

(formerly known as Alset Capital Acquisition Corp.)

known as Alset Capital Acquisition Corp.)

Receivables and Allowance for Credit Losses

6 unchanged sentences

(including their financial condition), the aging of account balances, historical credit loss experience, customer concentrations, customer

creditworthiness, and the existence of sources of payment The Company also establishes an allowance for credit losses for specific receivables

creditworthiness, and the existence of sources of payment.

The Company also establishes an allowance for credit losses for specific receivables

when it is probable that the receivable will not be collected and the loss can be reasonably estimated.

1 unchanged sentence

uncollectible are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered

As of March 31, 2024 and December 31, 2023, the allowance for credit losses was an immaterial amount.

As of June 30, 2024 and December 31, 2023, the allowance for credit losses was an immaterial amount.

The Company does not have

any off-balance sheet credit exposure related to its customers.

As of March 31, 2024 and December 31, 2023, the balance of account receivables

As of June 30, 2024 and December 31, 2023, the balance of account receivables

was $ 79,220 and $ 77,517 , respectively.

3 unchanged sentences

third-party engineering company and Moody’s credit ratings.

The allowance amount for these reimbursements was immaterial at March

The allowance amount for these reimbursements was immaterial at June

30, 2024 and December 31, 2023.

On January 9, 2024, the Company sold 1,600,000 shares of HWH International Inc.

(“HWH”) to two investors

( 800,000 shares to each).

The consideration for each of the two purchases of stock is $ 8,000,000 to be paid through the issuance of a

promissory note at the purchase price of $ 10 per share.

These promissory notes carry interest of 1.5 % and have maturity dates two years

from the date of the notes.

January 9, 2024, the Company sold 1,600,000 shares of HWH International Inc.

(“HWH”) to two investors ( 800,000 shares

The consideration for each of the two purchases of stock was $ 8,000,000 , which was paid through the issuance of promissory

notes at the purchase price of $ 10 per share.

These promissory notes carry interest of 1.5 % and have maturity dates two years from the

date of the notes.

Each investor also entered into a Security Agreement.

Security interest in the brokerage account into

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

of their respective promissory note, and repossession of such Collateral by the Company shall be the sole recourse for non-payment.

of March 31, 2023, the share price of HWH’s stock is $ 0.95 .

Security interest in the brokerage account into which each

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

their respective promissory notes, and repossession of such Collateral by the Company shall be the sole recourse for non-payment.

of June 30, 2024, the share price of HWH’s stock is $ 1.02 .

The Company does not expect that investors will repay the promissory

2 unchanged sentences

that all the shares will be returned to the Company at the notes’ maturity date and the notes will be canceled as well.

Accordingly, the Company has not recognized the receivable or any gain

or loss related to the transaction.

the Company has not recognized the receivable or any gain or loss related to the transaction.

are stated at the lower of cost or net realizable value.

3 unchanged sentences

course of business less the estimated costs necessary to make the sale.

As of March 31, 2024 and December 31, 2023, inventory consisted

As of June 30, 2024 and December 31, 2023, inventory consisted

of finished goods from subsidiaries of HWH International Inc.

9 unchanged sentences

4.3 % and 13 % of the common shares of AMBS and Holista, respectively.

April 12, 2021 the Company acquired 6,500,000

common shares of Value Exchange International,

(“Value Exchange International” or “VEII”), an OTC listed company, for an aggregate subscription price of

On October 17, 2022 the Company purchased additional 7,276,163

common shares of Value Exchange International

for an aggregate purchase price of $ 1,743,734 .

On September 6, 2023 the Company converted $ 1,300,000

of VEII loan into 7,344,632

common shares.

After these transactions the Company

owns approximately 48.7 %

April 12, 2021 the Company acquired 6,500,000 common shares of Value Exchange International, Inc.

(“Value Exchange International”

or “VEII”), an OTC listed company, for an aggregate subscription price of $ 650,000 .

On October 17, 2022 the Company purchased

additional 7,276,163 common shares of Value Exchange International for an aggregate purchase price of $ 1,743,734 .

On September 6, 2023

the Company converted $ 1,300,000 of VEII loan into 7,344,632 common shares.

After these transactions the Company owns approximately 48.7 %

of Value Exchange International and exercises significant influence over it.

4 unchanged sentences

The stock’s fair value is determined by quoted stock prices.

March 20, 2024, HWH International Inc., a subsidiary of the Company (“HWH”), entered into a Securities Purchase Agreement

(the “Securities Purchase Agreement”) with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note

in the amount of $ 250,000 , convertible into 208,333,333 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants

exercisable into 208,333,333 shares of SHRG’s common stock at an exercise price of $ 0.0012 per share, the exercise period of the

warrant being five (5) years from the date of the Securities Purchase Agreement, for an aggregate purchase price of $ 250,000 .

time of filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants.

The Company has a portfolio of trading securities.

The objective is to

generate profits on short-term differences in market prices.

The Company does not have significant influence over any trading securities

in our portfolio and fair value of these trading securities are determined by quoted stock prices.

March 20, 2024, HWH International Inc., a subsidiary of the Company, entered into a Securities Purchase Agreement

(the “Securities Purchase Agreement”) with Sharing Services Global Corp.

(“SHRG”), pursuant to which HWH purchased

from SHRG a (i) Convertible Promissory Note in the amount of $ 250,000 , convertible into 208,333,333 shares of SHRG’s common stock

at the option of HWH, and (ii) certain warrants exercisable into 208,333,333 shares of SHRG’s common stock at an exercise price

of $ 0.0012 per share, the exercise period of the warrant being five (5) years from the date of the Securities Purchase Agreement, for

an aggregate purchase price of $ 250,000 .

At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible

Note nor exercised any of the warrants.

Company has a portfolio of trading securities.

The objective is to generate profits on short-term differences in market prices.

does not have significant influence over any trading securities in our portfolio and fair value of these trading securities are determined

by quoted stock prices.

Company has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity

2 unchanged sentences

and Sharing Services Global Corp.

(“SHRG”) are publicly traded companies and fair value is determined by quoted stock prices.

The Company has significant influence but does not have a controlling interest in these investments, and therefore, the Company’s

investment could be accounted for under the equity method of accounting or elect fair value accounting.

has significant influence over DSS.

As of March 31, 2024 and December, 2023, the Company owned approximately 44.4 % and 44.4 % of the

common stock of DSS, respectively.

are publicly traded companies and fair value is determined by quoted stock prices.

The Company has

significant influence but does not have a controlling interest in these investments, and therefore, the Company’s investment could

be accounted for under the equity method of accounting or fair value accounting.

Company has significant influence over DSS.

As of June 30, 2024 and December, 2023, the Company owned approximately 44.4 % and 44.4 %

of the common stock of DSS, respectively.

Our CEO is a stockholder and the Chairman of the Board of Directors of DSS.

Chan Tung Moe, our

Co-Chief Executive Officer and the son of Chan Heng Fai, is also a director of DSS.

William Wu, Wong Shui Yeung and Joanne Wong Hiu

Pan, directors of the Company, are each also directors of DSS.

The Company has significant

influence over NECV as the Company holds approximately 0.5 % of the common shares of NECV and one employee from the Company holds a

director position on NECV’s Board of Directors.

The Company has significant

influence over Value Exchange International as the Company holds approximately 48.7 % of the common shares of VEII.

Chan and another

member of the Board of Directors of Hapi Metaverse Inc., Lum Kan Fai Vincent, are both members of the Board of Directors of VEII.

Chan Tung Moe,

our Co-Chief Executive Officer and the son of Chan Heng Fai, is also a director of DSS.

William Wu, Wong Shui Yeung and Joanne Wong

Hiu Pan, directors of the Company, are each also directors of DSS.

Company has significant influence over NECV as the Company holds approximately 0.5 % of the common shares of NECV.

Additionally, our Chief Executive Officer, Chan Heng Fai, is a majority

owner of the common stock of NECV (not including any common shares we hold) and one employee and one officer from the Company hold director positions

on NECV’s Board of Directors.

Company has significant influence over Value Exchange International as the Company holds approximately 48.7 % of the common shares

Chan Heng Fai and another member of the Board of Directors of Hapi Metaverse Inc., Lum Kan Fai Vincent, are both members

of the Board of Directors of VEII.

In addition to Mr.

Chan, two other members of the Board of Directors of Alset Inc.

are also members of the Board of Directors of

VEII (Wong Shui Yeung and Wong Tat Keung).

The Company has significant

influence over SHRG as the Company holds approximately 33.4 % of the common shares of SHRG and our CEO holds a director position on

SHRG’s Board of Directors.

are also members

of the Board of Directors of VEII (Wong Shui Yeung and Wong Tat Keung).

Company has significant influence over SHRG as the Company holds approximately 33.4 % of the common shares of SHRG and our CEO holds

a director position on SHRG’s Board of Directors.

Additionally, our CEO is a significant stockholder of SHRG shares.

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As a result of this distribution, the Company and its majority owned subsidiaries

received 4,568,165 shares of Impact, representing 6.5 % of the issued and outstanding shares of Impact Common Stock.

received 4,568,165 shares of Impact, representing 6.5 % of the issued and outstanding shares of Impact’s common stock.

Each share of Impact

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becomes effective under the Securities Act, subject to the discretion of DSS to lift the restriction sooner.

As of March 31, 2024 and

December 31, 2023, Impact was a startup private company.

As of June 30, 2024 and

December 31, 2023, Impact was a start-up private company.

Based on the management’s analysis, the fair value of Impact shares was

approximately $ 0 at the distribution date and as of March 31, 2024 and December 31, 2023.

approximately $ 0 at the distribution date and as of June 30, 2024 and December 31, 2023.

Securities at Cost

in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes

in orderly transactions for the identical or a similar investment of the same issuer.

These investments are measured at fair value on

a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect.

An impairment loss

is recognized in the consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds the fair

value of the investment.

in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price

changes in orderly transactions for the identical or similar investments of the same issuer.

These investments are measured at fair

value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect.

impairment loss is recognized in the condensed consolidated statements of comprehensive income equal to the amount by which the

carrying value exceeds the fair value of the investment.

September 8, 2020, the Company acquired 1,666 shares, approximately 1.45 % ownership, from Nervotec Pte Ltd (“Nervotec”),

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plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same

September 30, 2020, the Company acquired 3,800 shares, approximately 19 % ownership, from HWH World Company Limited (f.k.a.

September 30, 2020, the Company acquired 3,800 shares, representing 19 % ownership, from HWH World Company Limited (f.k.a.

(Thailand) Co., Ltd.) (“HWH World Co.”), a private company, at a purchase price of $ 42,562 .

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of distribution to HWH’s membership distribution channel.

March 14, 2024, the Company entered into shares subscription agreement to subscription of shares in Ideal Food & Beverage Pte.

(“IFBPL”) with the subscription of 19,000 shares constituting 19 % of the shares of IFBPL.

The subscription fee of $ 14,010

was paid to IFBPL on May 23, 2024.

April 25, 2024, the Company entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness

(“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan

Heng Fai Ambrose, the Company’s Executive Chairman, as a part of the Company’s strategy of building its travel business in

The planned joint venture company (referred to here as the “JVC”) will be known as HapiTravel Holding Pte.

JVC will be initially owned as follows:

(a) HWHPL will hold 19% of the shares in the JVC;

Chan will hold 11%;

and (c) the remaining

70% of the shares in the JVC are to be held by Mr.

As of June 30, 2024, there hasn’t been any accounting impact on the Company

due to HapiTravel Holding Pte.

being under registration.

has been no indication of impairment or changes in observable prices via transactions of similar securities and investments are still

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Otherwise, the Company does not recognize its share of equity

method losses exceeding its carrying amount of the investment, but discloses the losses in the footnotes.

Equity-method investment is

reviewed for impairment by assessing if the decline in market value of the investment below the carrying value is other-than-temporary.

In making this determination, factors are evaluated in determining whether a loss in value should be recognized.

These include consideration

of the intent and ability of the Group to hold investment and the ability of the investee to sustain an earnings capacity, justifying

the carrying amount of the investment.

method losses exceeding its carrying amount of the investment.

Equity-method investment is reviewed for impairment by assessing if the

decline in market value of the investment below the carrying value is other-than-temporary.

In making this determination, factors are

evaluated in determining whether a loss in value should be recognized.

These include consideration of the intent and ability of the Company

to hold investment and the ability of the investee to sustain an earnings capacity, justifying the carrying amount of the investment.

Impairment losses are recognized in other expense when a decline in value is deemed to be other-than-temporary.

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(“LiquidValue”), a subsidiary of the Company, owns 16.4 % of American Medical REIT Inc.

as of March 31, 2024, a company concentrating on medical real estate.

as of June 30, 2024, a company concentrating on medical real estate.

AMRE acquires state-of-the-art, purpose-built healthcare facilities

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Pacific Financial, Inc.

to Securities Purchase Agreement from March 12, 2021 the Company purchased 4,775,523 shares of the common stock of American Pacific Financial,

to a securities purchase agreement dated March 12, 2021, the Company purchased 4,775,523 shares of the common stock of American Pacific Financial,

Inc., formerly known as American Pacific Bancorp, Inc.

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the equity method accounting as the Company still retained significant influence over APF.

During the three months ended March 31, 2024

and 2023, the investment loss was $ 1,079,937 and $ 17,749 , respectively.

As of March 31, 2024 and December 31, 2023, the investment in

APF was $ 6,346,453 and $ 7,426,390 , respectively.

During the three months ended June 30, 2024

and 2023, the investment loss was $ 843,667 and $ 136,751 gain, respectively.

During the six months ended June 30, 2024 and 2023, the investment

loss was $ 1,923,604 and $ 119,002 gain, respectively.

As of June 30, 2024 and December 31, 2023, the investment in APF was $ 5,502,786

and $ 7,426,390 , respectively.

June 10, 2021 the Company’s indirect subsidiary Hapi Café Inc.

(“HCI-T” or “Hapi Café”)

lent $ 76,723

(“HCI-T” or “Hapi Café”) lent

$ 76,723 to Ketomei Pte.

On March 21, 2022 HCI-T entered into an agreement pursuant to which the principal of

the loan together with accrued interest were converted into an investment in Ketomei.

At the same time, Hapi Cafe invested an

additional $ 179,595

After the conversion and fund investment HCI-T held 28 %

of Ketomei as of December 31, 2023.

Ketomei is in the business of selling cooked food and drinks.

At December 31, 2023, the Company

wrote off the investment in Ketomei of $ 121,471 ,

as the Company does not believe it will be able to recover this investment.

February 20, 2024, Hapi Cafe invested $ 312,064

for an additional 38.41 %

ownership interest in Ketomei by converting $ 312,064 of convertible loan.

The loan was impaired at the year ended of December 31,

2023, therefore, $ 312,064 was transferred from impairment of convertible loan to impairment of equity method investment.

additional investment, Hapi Cafe owns 55.65 %

(the Company owns indirectly 41 %) of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of

the Company beginning on February 20, 2024.

On March 21, 2022 HCI-T entered into an agreement pursuant to which the principal

of the loan together with accrued interest were converted into an investment in Ketomei.

At the same time, Hapi Cafe invested an additional

$ 179,595 in Ketomei.

After the conversion and fund investment HCI-T held 28 % of Ketomei as of December 31, 2023.

Ketomei is in the business

of selling cooked food and drinks through a subscription model.

At December 31, 2023, the Company wrote off the investment in Ketomei

of $ 121,471 , as the Company does not believe it will be able to recover this investment.

February 20, 2024, Hapi Cafe invested $ 312,064 for an additional 38.41 % ownership interest in Ketomei by converting $ 312,064 of convertible

The loan was impaired at the year ended of December 31, 2023, therefore, $ 312,064 was transferred from impairment of convertible

loan to impairment of equity method investment.

After this additional investment, Hapi Cafe owns 55.65 % (the Company owns indirectly

45.5 %) of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of the Company beginning on February

Brokers Company Inc.

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Investor Protection Corporation (“SIPC”).

The Company has significant influence over Sentinel as its CEO holds a director

The Company has significant influence over Sentinel as our CEO holds a director

position on Sentinel’s Board of Directors.

Additionally, DSS, of which we own 44.4% and have significant influence over, owns 80.1%

During the three months ended March 31, 2024 and 2023 the investment loss in Sentinel was $ 26,737 and $ 0 , respectively.

Investment in Sentinel was $ 98,027 and $ 124,763 at March 31, 2024 and December 31, 2023, respectively.

During three and six months ended June 30, 2024, the investment loss in Sentinel was $ 13,054 and $ 39,791 , respectively.

three and six months ended June 30, 2023 the investment loss in Sentinel was $ 7,990 and $ 7,990 , respectively.

in Sentinel was $ 84,973 and $ 124,763 at June 30, 2024 and December 31, 2023, respectively.

in Debt Securities

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comprehensive income or loss.

Realized gains and losses on debt securities are recognized in the net income in the consolidated statements

of comprehensive income.

The Company monitors its investments for other-than-temporary impairment by considering factors including, but

not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends

Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated

statements of comprehensive income.

The Company monitors its investments for other-than-temporary impairment by considering factors including,

but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends

and other company-specific information.

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The Company wrote off this loan

at March 31, 2024.

on March 31, 2024.

Interest Entity

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when lots are sold.

Company capitalized construction costs of approximately $ 3 million and $ 2.5 million for the three months ended March 31, 2024 and 2023,

Company capitalized construction costs of approximately $ 1.7 million and $ 6.3 million for the three months ended June 30, 2024 and 2023,

respectively.

The Company capitalized construction costs of approximately $ 4.7 million and $ 8.8 million for the six months ended June

30, 2024 and 2023, respectively.

Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment

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annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred.

Company did not record impairment on any of its projects during the three months ended on March 31, 2024 and 2023.

Company did no t record impairment on any of its projects during the three and six months ended on June 30, 2024 and 2023.

under development

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properties are acquired with the intent to be rented to tenants.

As of March 31, 2024 and December 31, 2023, the Company owned 132 homes.

As of June 30, 2023 and December 31, 2023, the Company owned 132 homes.

The aggregate purchase cost of all the homes is $ 30,998,258 .

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down to its estimated fair value.

The Company did not recognize any impairment losses during three months ended March 31, 2024 and 2023.

The Company did not recognize any impairment losses during three and six months ended June 30, 2024

of Model Houses

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The model home lease commenced on January 1, 2024, lease term is twenty-four ( 24 ) full

months and annual base rent equals to twelve percentage ( 12 %) of the total of the final cost of construction costs and the contractor’s

months and annual base rent equals to twelve percentage (12%) of the total of the final cost of construction and the contractor’s

Recognition and Cost of Revenue

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The developed lots are sold to builders (customers) for the construction of new homes.

The builders enter a sales contract

with the Company before they take the lots.

Builders enter a sales contract with

the Company before they take the lots.

The prices and timeline are determined and agreed upon in the contract.

The builders do the

inspections to make sure all conditions and requirements in contracts are met before purchasing the lots.

A detailed breakdown of the

five-step process for the revenue recognition of the Lakes at Black Oak project, which represented approximately 83 % and 0 % of the Company’s

revenue in the three months ended March 31, 2024 and 2023, is as follows:

Identify the contract with a customer.

Builders do the inspections

to make sure all conditions and requirements in contracts are met before purchasing the lots.

A detailed breakdown of the five-step process

for the revenue recognition of the Lakes at Black Oak project, which represented approximately 70 % and 91 %, of the Company’s revenue

in the six months ended on June 30, 2024 and 2023, respectively, is as follows:

the contract with a customer.

Company has signed agreements with the builders for developing the raw land to ready to build lots.

1 unchanged sentence

timelines, and specifications for what is to be provided.

Identify the performance obligations in the contract.

the performance obligations in the contract.

obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that

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The customer inspects all lots prior to accepting title to ensure all specifications are met.

Determine the transaction price.

the transaction price.

transaction price per lot is fixed and specified in the contract.

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by both parties.

Allocate the transaction price to performance obligations

in the contract.

the transaction price to performance obligations in the contract.

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

Recognize revenue when (or as) the entity satisfies

a performance obligation.

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

builders do the inspections to make sure all conditions/requirements are met before taking title of lots.

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These amounts are presented

within deferred revenues and other payables on the Company’s consolidated balance sheets.

within deferred revenues and other payables on the Company’s condensed consolidated balance sheets.

revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant

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credited or charged to straight-line rent receivable or straight-line rent liability, as applicable.

In the three months ended March

For the months ended June 30, 2024

and the year ended December 31, 2023, the Company did not recognize any deferred revenue and collected all rents due.

Cost of Real Estate Sale

of Real Estate Sale

of the costs of real estate sales are from our land development business.

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those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project.

Cost of Rental Revenue

of Rental Revenue

of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and

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Utility expenses are paid directly by tenants.

Product Direct Sales

Company’s net sales consist of product sales.

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over a period of up to 12 months following the original sale.

Product and membership returns for the three months ended March 31, 2024

Product and membership returns for the three months ended June 30, 2024

and 2023 were approximately $ 0 and $ 0 , respectively.

Annual Membership

Product and membership returns for the six months ended June 30, 2024 and 2023 were

approximately $ 0 and $ 1,143 , respectively.

Company collects an annual membership fee from its members.

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fee is recognized as revenue, it is recorded as deferred revenue.

Deferred revenue relating to membership was $ 0

and $ 0 at March 31, 2024 and

December 31, 2023, respectively.

Starting in 2020 the revenue from sale of membership declined to $ 0 in 2022.

The Company is currently

working on a new membership model.

Food and Beverage

Starting in 2020 the revenue from sale of membership declined to $ 0

The Company is currently working on a new membership model.

Company, through Alset F&B One and Alset F&B PLQ each acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively,

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2023, the Company incorporated three new subsidiaries Shenzhen Leyouyou Catering Management Co., Ltd., Dongguan Leyouyou Catering Management

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

and GuangZhou Leyouyou Catering Management Co., Ltd.

in the People’s Republic of China.

The three companies are principally

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

Remaining performance obligations

of March 31, 2024 and December 31, 2023, there were no remaining performance obligations or continuing involvement, as all service obligations

the second quarter of 2024, the Company ceased operations of its subsidiary Alset F&B (PLQ) Pte.

Due to the closure of this

subsidiary the Company wrote off $ 5,820 of fixed assets, which is included in general and administrative expenses and recorded a gain

on termination of lease of $ 246 , which is included in other income on the Company’s Statement of Operations for the six months

ended June 30, 2024.

performance obligations

of June 30, 2024 and December 31, 2023, there were no remaining performance obligations or continuing involvement, as all service obligations

within the other business activities segment have been completed.

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date of employee termination.

During the three months ended on March 31, 2024 and 2023, the Company recorded $ 0 as stock-based

During the three and six months ended on June 30, 2024 and 2023, the Company recorded $ 0 as stock-based

compensation expense.

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functional and reporting currency of the Company is the United States dollar (“U.S.

The financial records of

the Company’s subsidiaries located in Singapore, Hong Kong, Australia, South Korea and the People’s Republic of China

are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”),

South Korean Won (“KRW”) and Chinese Yuan (CN¥), which are also the functional currencies of these

The financial records of the

Company’s subsidiaries located in Singapore, Hong Kong, Australia, South Korea, and the People’s Republic of China are maintained

in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”), South Korean Won

(“KRW”) and Chinese Yuan (CN¥), which are also the functional currencies of these entities.

in foreign currencies

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The Company recorded foreign exchange gain of $ 845,350 and $ 1,150,830

loss during the three months ended on March 31, 2024 and 2023, respectively.

The foreign currency transactional gains and losses are

recorded in operations.

during the three months ended on June 30, 2024 and 2023, respectively.

The Company recorded foreign exchange gain of $ 2,038,986 and $ 362,528

during the six months ended on June 30, 2024 and 2023, respectively.

The foreign currency transactional gains and losses are recorded

in operations.

of consolidated entities’ financial statements

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component of comprehensive income (loss).

Company recorded other comprehensive loss of $ 1,161,932 from foreign currency translation for the three months ended March 31, 2024 and

$ 1,095,943 gain for the three months ended March 31, 2023, in accumulated other comprehensive loss.

Company recorded other comprehensive loss of $ 1,253,895 from foreign currency translation for the three months ended June 30, 2024 and

$ 2,183,883 loss for the three months ended June 30, 2023, in accumulated other comprehensive loss.

The Company recorded other comprehensive

loss of $ 2,064,408 from foreign currency translation for the six months ended June 30, 2024 and $ 1,087,940 loss for the six months ended

June 30, 2023, in accumulated other comprehensive loss.

(loss) per Share

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comprise convertible securities, such as stock options, convertible bonds and warrants.

At March 31, 2024 there were 425,216 potentially

At June 30, 2024, there were 425,216 potentially

dilutive warrants outstanding.

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Sheets, separately from equity attributable to owners of the Company.

March 31, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 8,371,464 and $ 8,601,562 , respectively.

June 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 8,277,460 and $ 8,601,562 , respectively.

Financing Costs

6 unchanged sentences

based on their size.

of March 31, 2024 and December 31, 2023, the capitalized financing costs were $ 756,942 and $ 1,225,739 , respectively.

of June 30, 2024 and December 31, 2023, the capitalized financing costs were $ 756,942 and $ 1,225,739 , respectively.

Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to

Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and

interim basis.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all

prior periods presented in the financial statements.

We do not expect the adoption of this guidance to have a material impact on our

condensed consolidated financial statements.

CONCENTRATIONS

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At times, these balances may exceed the insurance limits.

As of March 31, 2024 and December 31, 2023,

uninsured cash and restricted cash balances were $ 20,945,321 and $ 23,748,169 , respectively.

the three months ended March 31, 2024, one customer accounted for approximately 100 % of the Company’s property development revenue.

the three months ended June 30, 2024, the Company’s did not recognize revenue from its property development business.

For the three

months ended June 30, 2023, three customers accounted for approximately 37 %, 36 % and 27 % of the Company’s property development

For the six months ended June 30, 2023, one customer accounted for approximately 100 % of the Company’s property development

For the six months ended June 30, 2023, three customers accounted for approximately 37 %, 36 %, and 27 % of the

Company’s property development revenue.

segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly

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and reported as “Other” consist of corporate general and administrative activities which are not allocable to the four reportable

following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the three

months ended March 31, 2024 and 2023:

following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the six months

ended June 30, 2024 and 2023:

SCHEDULE OF SEGMENT INFORMATION

Digital Transformation Technology

Biohealth Business

Three Months Ended on March 31, 2024

Cost of Sales

Transformation Technology

Months Ended on June 30, 2024

( 5,181,322 )

( 5,488,325 )

Operating Expenses

Profit (Loss)

( 1,115,063 )

( 4,455,348 )

Operating Income (Loss)

( 6,800,912 )

Income (Loss)

( 1,118,450 )

Other Income (Expense)

( 4,003,716 )

( 5,075,984 )

Net Income (Loss) Before Income Tax

Income (Expense)

( 1,850,609 )

1 unchanged sentence

( 3,387,772 )

Income (Loss) Before Income Tax

( 2,141,244 )

Digital Transformation Technology

Biohealth Business

Three Months Ended on March 31, 2023

Cost of Sales

Operating Expenses

( 1,218,295 )

( 5,863,353 )

Operating Loss

( 8,463,756 )

Transformation Technology

Months Ended on June 30, 2023

( 12,168,470 )

Operating Income (Loss)

( 12,427,774 )

Profit (Loss)

( 2,960,696 )

Other Income (Expense)

$ ( 4,633,244 )

Income (Loss)

( 2,577,008 )

Income (Loss)

( 2,577,008 )

Net Loss Before Income Tax

Income (Expense)

( 1,091,514 )

1 unchanged sentence

$ ( 13,156,354 )

Net Income (Loss) Before Income Tax

Income (Loss) Before Income Tax

( 1,275,009 )

1 unchanged sentence

( 10,136,588 )

March 31, 2024

Cash and Restricted Cash

December 31, 2023

Cash and Restricted Cash

Income (Loss) Before Income Tax

( 1,275,009 )

( 15,693,042 )

( 10,136,588 )

and Restricted Cash

$ 126,314,028

REAL ESTATE ASSETS

of March 31, 2024 and December 31, 2023, real estate assets consisted of the following:

of June 30, 2024 and December 31, 2023, real estate assets consisted of the following:

SCHEDULE OF REAL ESTATE ASSETS

Construction in Progress

Land Held for Development

Rental Properties, net

Total Real Estate Assets

Real Estate Assets

family residential properties

of March 31, 2024 and December 31, 2023, the Company owned 132 Single Family Residential Properties (“SFRs”).

of June 30, 2024 and December 31, 2023, the Company owned 132 Single Family Residential Properties (“SFRs”).

The Company’s

aggregate investment in those SFRs was $ 31 million.

Depreciation expense was $ 264,052 and $ 243,702 in the three months ended March 31,

Depreciation expense was $ 264,052 and $ 276,125 in the three months ended June 30,

2024 and 2023, respectively.

Depreciation expense was $ 528,103 and $ 519,827 in the six months ended June 30, 2024 and 2023, respectively.

These homes are located in Montgomery and Harris Counties, Texas.

following table presents the summary of our SFRs as of March 31, 2024:

following table presents the summary of our SFRs as of June 30, 2024:

SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Average Investment

NOTES PAYABLE

of March 31, 2024 and December 31, 2023, notes payable consisted of the following:

of June 30, 2024 and December 31, 2023, notes payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

Motor Vehicle Loans

Motor Vehicle

Loans for Operations

Promissory Note to EF Hutton

Note to EF Hutton LLC

Total notes payable

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on the face amount of the L/C.

Other standard lender fees will apply in the event L/C is drawn down.

The loan is a revolving line of

Other standard lender fees will apply in the event the L/C is drawn down.

The loan is a revolving line

The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed.

1 unchanged sentence

is secured by $ 2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland.

expired during 2022 and only L/C is outstanding as of March 31, 2024 and December 31, 2023.

On March 15, 2022 approximately $ 2,300,000

was released from collateral, leaving approximately $ 300,000 as collateral for outstanding letters of credit.

The loan expired

during 2022 and only L/C is outstanding as of June 30, 2024 and December 31, 2023.

On March 15, 2022 approximately $ 2,300,000 was released

from collateral, leaving approximately $ 300,000 as collateral for outstanding letters of credit.

On December 14, 2023 approximately $ 201,751

4 unchanged sentences

Alset International paid an initial deposit of $ 78,640 ,

and would make monthly instalment of approximately $ 1,300 , including interest of 1.88 % per annum, for the 84 months.

and pays monthly installments of approximately $ 1,300 , including interest of 1.88 % per annum, for 84 months.

September 22, 2022 Alset International entered into an agreement with United Overseas Bank Limited to purchase additional car for business.

1 unchanged sentence

Alset International paid an initial deposit

of $ 66,020 and would make monthly installments of approximately $ 1,472 , including interest of 1.88 % per annum, for the 84 months.

minimum principal payments under existing motor vehicle loans at March 31, 2024 in each calendar year through the end of their terms

are as follows:

of $ 66,020 and pays monthly installments of approximately $ 1,472 , including interest of 1.88 % per annum, for 84 months.

minimum principal payments under existing motor vehicle loans at June 30, 2024 in each calendar year through the end of their terms are

SCHEDULE OF FUTURE MINIMUM PAYMENTS

Total Future Receipts

Future Receipts

for Operations

subsidiary, Ketomei Pte Ltd (“Ketomei”) has a loan from DBS Bank Limited, which was used to fund Ketomei’s current

Ketomei owns the bank $ 54,313 at March 31, 2024.

borrowed also funds from an individual to whom Ketomei owns $ 42,919 at March 31, 2024.

Note to EF Hutton

Company’s subsidiary, Ketomei Pte Ltd (“Ketomei”) has a loan from DBS Bank Limited, which was used to fund Ketomei’s

current operations.

Ketomei owes the bank $ 47,486 at June 30, 2024.

borrowed also funds from an individual to whom Ketomei owns $ 4,424 at June 30, 2024.

Note to EF Hutton LLC

December 18, 2023, the Company’s subsidiary, HWH International Inc.

(“HWH”) entered into a Satisfaction and

Discharge of Indebtedness Agreement in connection with an underwriting agreement previously entered into by HWH and EF Hutton, a

entered into a Satisfaction and Discharge of Indebtedness

Agreement in connection with an underwriting agreement previously entered into by HWH and EF Hutton LLC (“EF Hutton”), a

division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 ,

the underwriters accepted a combination of $ 325,000

in cash upon the closing of the business combination, 149,443

in cash paid upon the closing of Business Combination, 149,443

shares of the Company’s common stock and a $ 1,184,375

1 unchanged sentence

This agreement was effective at the closing of Business Combination on January 9, 2024.

149,443 shares were issued as of the price of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at

issuance on January 9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January

9, 2024 as this was an adjustment to prior underwriting costs accounted for in equity.

The promissory note carries interest

rate equal to SOFR (secured overnight financing rate for U.S.

Government Securities Business Day published by the Federal Reserve

Bank of New York) plus a margin of one percent.

The principal amount of the promissory note and any accrued interest shall mature

(i) partially in the event HWH completes an offering within one year of the date of the promissory note, the amount of outstanding

debt maturing being proportionate to the amount of proceeds of the future offering, or (ii) in partial installments through October

of 2028, the outstanding balance being paid annually until the balance owed is paid in full.

shares were issued as of the price of $ 10.10 ,

totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at issuance on January 9, 2024 was $ 2.82

per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior underwriting costs

accounted for in equity.

The promissory note carries interest rate equal to SOFR (secured overnight financing rate for U.S.

Government Securities Business Day published by the Federal Reserve Bank of New York) plus a margin of one percent.

The principal

amount of the promissory note and any accrued interest shall mature (i) partially in the event HWH completes an offering within one

year of the date of the promissory note, the amount of outstanding debt maturing being proportionate to the amount of proceeds of

the future offering, or (ii) in partial installments through October of 2028, the outstanding balance being paid annually until the

balance owed is paid in full.

As of June 30, 2024, the Company accrued $ 35,733

in interest on the promissory note and owed $ 1,220,108

to EF Hutton.

RELATED PARTY TRANSACTIONS

4 unchanged sentences

level 3 category through a Black Scholes option pricing model and the fair value of the NECV warrants were $ 860,342 as of July 17, 2020,

the purchase date, $ 973 as of March 31, 2024 and $ 430 as of December 31, 2023.

The difference of $ 945,769 of fair value of stock and

warrants, total $ 1,067,808 and the purchase price $ 122,039 , was recorded as additional paid in capital at December 31, 2021, as it was

a related party transaction.

the purchase date, $ 973 as of June 30, 2024 and $ 430 as of December 31, 2023.

The difference of $ 945,769 of fair value of stock and warrants,

total $ 1,067,808 and the purchase price $ 122,039 , was recorded as additional paid in capital at December 31, 2021, as it was a related

party transaction.

Reorganization

22 unchanged sentences

Shares Dividend Received from DSS

May 4, 2023, DSS distributed approximately 280 million shares of Sharing Services Global Corporation (“SHRG”) beneficially

May 4, 2023, DSS distributed approximately 280 million shares of Sharing Services Global Corporation beneficially

held by DSS and its subsidiaries in the form of a dividend to the shareholders of DSS common stock.

20 unchanged sentences

2,449,786 shares of Class A Common Stock of Alset Capital remained issued and outstanding, including 473,750 shares held by the Company.

The Company also owns 2,156,250 shares of Alset Capital’s Class B Common Stock.

Following the redemptions, Company’s ownership

in Alset Capital has increased from 23.4 % of the total shares of common stock to 58.0 % of the total number of outstanding shares of the

The Company also owned 2,156,250 shares of Alset Capital’s Class B Common Stock.

Following the redemptions, the Company’s

ownership in Alset Capital has increased from 23.4 % of the total shares of common stock to 58.0 % of the total number of outstanding shares

of the two classes.

The Company recognized $ 21,657,036 loss on the consolidation of Alset Capital.

The loss is included in Company’s Consolidated

Statement of Operations for the year ended December 31, 2023.

The loss is included in the Company’s

Consolidated Statement of Operations for the year ended December 31, 2023.

Combination of Alset Capital Acquisition Corp.

4 unchanged sentences

entered into an agreement and plan of merger (the “Merger Agreement”) with 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

a Nevada corporation and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Alset Capital

(“Merger Sub”).

12 unchanged sentences

to 236,875 shares of New HWH common stock upon exercise.

The transaction described above was a transaction between entities under

common control.

In the transactions under common control, financial statements and financial information were presented as of the beginning

of the period as though the assets and liabilities had been transferred at that date.

The company controlled both entities and accordingly,

the equity was eliminated in consolidation.

transaction described above was a transaction between entities under common control.

In the transactions under common control, financial

statements and financial information were presented as of the beginning of the period as though the assets and liabilities had been transferred

at that date.

The Company controlled both entities and accordingly, the equity was eliminated in consolidation.

of Hapi Travel Ltd.

June 14, 2023, the Company’s subsidiary completed acquisition of Hapi Travel Limited (“HTL”), an online travel business

started in Hong Kong and under common control of the Company.

The accompanying consolidated financial statements include the operations

of the acquired entity from its acquisition date.

The acquisition has been accounted for as a business combination.

Accordingly, consideration

paid by the Company to complete the acquisition is initially allocated to the acquired assets and liabilities assumed based upon their

estimated fair values on the acquisition date.

The recorded amounts for assets acquired and liabilities assumed are provisional and subject

to change during the measurement period, which is up to 12 months from the acquisition date.

As a result of the acquisition of HTL, a

deemed dividend of $ 214,174 was generated as a result of the business combination, which represents the purchase price of $ 214,993 in

excess of identifiable equity.

June 14, 2023, the Company’s subsidiary completed acquisition of Hapi Travel Limited (“HTL”), an online travel

business started in Hong Kong and under common control of the Company.

The accompanying condensed consolidated financial statements

include the operations of the acquired entity from its acquisition date.

The acquisition has been accounted for as a business

Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the acquired

assets and liabilities assumed based upon their estimated fair values on the acquisition date.

The recorded amounts for assets

acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from

the acquisition date.

As a result of the acquisition of HTL, a deemed dividend of $ 214,174

was generated as a result of the business combination, which represents the purchase price of $ 214,993

in excess of identifiable equity.

common control transaction described above resulted in the following basis of accounting for the financial reporting periods:

The acquisition

of HTL was accounted for prospectively as of June 14, 2023 as this did not represent a change in reporting entity.

The acquisition of HTL

was under common control and was consolidated in accordance with ASC 850-50.

The Consolidated financial statements were not retrospectively

adjusted for the acquisition of HTL as of January 1, 2022 for comparative purposes because the historical operations of HTL were

deemed to be immaterial to the Company’s consolidated financial statements.

acquisition of HTL was accounted for prospectively as of June 14, 2023 as this did not represent a change in reporting entity.

acquisition of HTL was under common control and was consolidated in accordance with ASC 850-50.

The condensed consolidated financial

statements were not retrospectively adjusted for the acquisition of HTL as of January 1, 2022 for comparative purposes because the

historical operations of HTL were deemed to be immaterial to the Company’s condensed consolidated financial

Notes to Value Exchange

January 27, 2023, the Company and New Electric CV Corporation (together with the Company, the “Lenders”) entered into a Convertible

Credit Agreement (the “Credit Agreement”) with VEII.

The Credit Agreement provides VEII with a maximum credit line of $ 1,500,000

with simple interest accrued on any advances of the money under the Credit Agreement at 8 %.

The Credit Agreement grants conversion rights

to each Lender.

Each Advance shall be convertible, in whole or in part, into shares of VEII’s Common Stock at the option of the

Lender who made that Advance (being referred to as a “Conversion”), at any time and from time to time, at a price per share

equal the “Conversion Price”.

In the event that a Lender elects to convert any portion of an Advance into shares of VEII

Common Stock in lieu of cash payment in satisfaction of that Advance, then VEII would issue to the Lender five (5) detachable warrants

for each share of VEII’s Common Stock issued in a Conversion (“Warrants”).

Each Warrant will entitle the Lender to

purchase one (1) share of Common Stock at a per-share exercise price equal to the Conversion Price.

The exercise period of each Warrant

will be five (5) years from date of issuance of the Warrant.

On February 23, 2023, Hapi Metaverse loaned VEII $ 1,400,000 (the “Loan

The Loan Amount can be converted into shares of VEII pursuant to the terms of the Credit Agreement for a period of three

There is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock.

September 6, 2023, the Company converted $ 1,300,000

of the principal amount loaned to VEII into 7,344,632

shares of VEII’s Common Stock.

Under the terms of the Credit Agreement, Hapi Metaverse received Warrants to purchase a maximum

of 36,723,160

shares of VEII’s Common Stock at an exercise price of $ 0.1770

January 27, 2023, Hapi Metaverse and New Electric CV Corporation (together with Hapi

Metaverse , the “Lenders”) entered into a Convertible Credit Agreement (the “Credit Agreement”) with VEII.

The Credit Agreement provides VEII with a maximum credit line of $ 1,500,000 with simple interest accrued on any advances of the money

under the Credit Agreement at 8 %.

The Credit Agreement grants conversion rights to each Lender.

Each Advance shall be convertible, in

whole or in part, into shares of VEII’s Common Stock at the option of the Lender who made that Advance (being referred to as a

“Conversion”), at any time and from time to time, at a price per share equal the “Conversion Price”.

that a Lender elects to convert any portion of an Advance into shares of VEII Common Stock in lieu of cash payment in satisfaction of

that Advance, then VEII would issue to the Lender five (5) detachable warrants for each share of VEII’s Common Stock issued in

a Conversion (“Warrants”).

Each Warrant will entitle the Lender to purchase one (1) share of Common Stock at a per-share

exercise price equal to the Conversion Price.

The exercise period of each Warrant will be five (5) years from date of issuance of the

On February 23, 2023, Hapi Metaverse loaned VEII $ 1,400,000 (the “Loan Amount”).

The Loan Amount can be converted into shares of VEII pursuant to the terms of the Credit Agreement for a period of three years.

is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount

into shares of VEII Common Stock.

September 6, 2023, Hapi Metaverse converted $ 1,300,000 of the principal amount loaned to

VEII into 7,344,632 shares of VEII’s Common Stock.

Under the terms of the Credit Agreement, Hapi

Metaverse received Warrants to purchase a maximum of 36,723,160 shares of VEII’s Common Stock at an exercise price of $ 0.1770

Such warrants expire five (5) years from date of their issuance.

On March 31, 2024 the fair value of the remaining $ 100,000

of convertible note and warrants was $ 28,892

and $ 877,257 ,

respectively.

On December 31, 2023 the fair value of the remaining $ 100,000

of convertible note and warrants was $ 101,150

and $ 2,487,854 ,

respectively.

On June 30, 2024 the fair value of the remaining $ 100,000

of convertible note and warrants was $ 25,685 and $ 1,833,979 , respectively.

December 31, 2023 the fair value of the remaining $ 100,000 of convertible note and warrants was $ 101,150 and $ 2,487,854 , respectively.

(For further details on fair value valuation refer to Note 12.

– Investments Measured at Fair Value, Convertible

Note Receivables).

– Investments Measured at Fair Value, Convertible Note Receivables).

December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“Credit Agreement”) with VEII.

December 15, 2023, the company loaned VEII $ 1,000,000 .

15, 2023, Hapi Metaverse loaned VEII $ 1,000,000 .

The Credit Agreement was amended pursuant to an agreement dated December 19, 2023.

Under the Credit Agreement, as amended, this

amount can be converted into VEII’s Common Shares pursuant to the terms of the Credit Agreement for a period of three years.

In the event that Hapi Metaverse converts this loan into shares of VEII’s Common Stock, the conversion price shall be $ 0.045

In the event that Hapi Metaverse elects to convert any portion of the loan into shares of VEII’s Common Stock in

lieu of cash payment in satisfaction of that loan, then VEII will issue to Hapi Metaverse five (5) detachable warrants for each

share of VEII’s Common Stock issued in a conversion (“Warrants”).

Each Warrant will entitle the company to

purchase one (1) share of VEII’s Common Stock at a per-share exercise price equal to the Conversion Price.

the Credit Agreement, as amended, this amount can be converted into VEII’s Common Shares pursuant to the terms of the Credit Agreement

for a period of three years.

In the event that Hapi Metaverse converts this loan into shares of VEII’s Common Stock, the conversion

price shall be $ 0.045 per share.

In the event that Hapi Metaverse elects to convert any portion of the loan into shares of VEII’s

Common Stock in lieu of cash payment in satisfaction of that loan, then VEII will issue to Hapi Metaverse five (5) detachable warrants

for each share of VEII’s Common Stock issued in a conversion (“Warrants”).

Each Warrant will entitle Hapi Metaverse

to purchase one (1) share of VEII’s Common Stock at a per-share exercise price equal to the Conversion Price.

The exercise period

of each Warrant will be five (5) years from date of issuance of the Warrant.

The fair value of this convertible note on March 31,

2024 and December 31, 2023 was $ 323,497

and $ 1,106,477 ,

respectively.

The fair value of this convertible note on June 30, 2024

and December 31, 2023 was $ 457,772 and $ 1,106,477 , respectively.

(For further details on fair value valuation refer to Note 12.

– Investments Measured at Fair Value, Convertible

Note Receivables).

At the time of this filing, the Company has not converted the Loan Amount.

Investments Measured at Fair Value, Convertible Note Receivables).

At the time of this filing, the Company has not converted the Loan

Notes to Sharing Services

January 17, 2024, the Company received a Convertible Promissory Note (the “Convertible Note”) from Sharing Services

(“SHRG”), an affiliate of the Company, in exchange for a $ 250,000 loan

made by the Company to SHRG.

The Company may convert a portion or all of the outstanding balance due under the Convertible Note into

shares of SHRG’s common stock at the average closing market price of SHRG stock within the last three (3) days from the date

of conversion notice.

Global Corp., an affiliate of the Company, in exchange for a $ 250,000

loan made by the Company to SHRG.

The Company may convert a portion or all of the outstanding balance due under the Convertible Note

into shares of SHRG’s common stock at the average closing market price of SHRG stock within the last three (3) days from the

date of conversion notice.

The Convertible Note bears a 10 %

interest rate and has a scheduled maturity six (6) months from the date of the Convertible Note, or July

fair value of this Convertible Note on March 31, 2024 was $ 262,782.

The maturity date was subsequently extended.

The fair value of this

Convertible Note on June 30, 2024 was $ 268,607 .

further details on fair value valuation refer to Note 12.

1 unchanged sentence

Receivables).

March 20, 2024, HWH International Inc., a subsidiary of the Company (“HWH”), entered into a Securities Purchase

Agreement (the “Securities Purchase Agreement”) with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible

Promissory Note in the amount of $ 250,000 ,

March 20, 2024, HWH International Inc., a subsidiary of the Company, entered into a securities purchase agreement with SHRG,

pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note in the amount of $ 250,000 ,

convertible into 208,333,333

3 unchanged sentences

aggregate purchase price of $ 250,000 .

At the time of filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants.

On March 31, 2024 the fair value of the convertible note and warrants was $ 324,521

At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the

On June 30, 2024 the fair value of the convertible note and warrants was $ 310,362

and $ 137,500 ,

3 unchanged sentences

Note Receivables).

Advance to Related Party

On February 20, 2024, the Company sent $ 550,000 to Sentinel Brokers Company

May 9, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to

which HWH purchased from SHRG a Convertible Promissory Note (the “Convertible Note”) in the amount of $ 250,000 , convertible

into 125,000,000 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $ 250,000 .

The Convertible

Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the Convertible Note.

Additionally, upon signing

the Convertible Note, SHRG owns the Company commitment fee of 8 % of the principal amount, which will be paid either in cash or in common

stock of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted any of the debt contemplated by the

Convertible Note.

On June 30, 2024 the fair value of the convertible note was $ 282,486 .

(For further details on fair value valuation

refer to Note 12.

– Investments Measured at Fair Value, Convertible Note Receivables.)

June 6, 2024, the Company entered into a securities purchase agreement with SHRG, pursuant

to which HWH purchased from SHRG a Convertible Promissory Note (the “Convertible Note”) in the amount of $ 250,000 , convertible

into 125,000,000 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $ 250,000 .

The Convertible

Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the Convertible Note.

Additionally, upon signing

the Convertible Note, SHRG owns the Company commitment fee of 8 % of the principal amount $ 20,000 in total, which will be paid either

in cash or in common stock of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted any of the debt

contemplated by the Convertible Note.

On June 30, 2024, the fair value of the convertible note was $ 275,745 .

(For further details on fair

value valuation refer to Note 12.

– Investments Measured at Fair Value, Convertible Note Receivables.)

to Related Party

February 20, 2024, the Company sent $ 550,000 to Sentinel Brokers Company Inc.

(“Sentinel”).

The initial purpose of the transfer was to invest in shares of this company.

The transaction did not close

as planned and the management has not yet decided on the next steps regarding the funds.

The Company has significant influence over Sentinel

as it holds 11.6 % of outstanding shares of Sentinel and its CEO holds a director position on Sentinel’s Board of Directors.

The initial purpose of the transfer

was to invest in shares of this company.

The transaction did not close as planned and the funds were returned.

The Company has significant

influence over Sentinel as it holds 11.6 % of outstanding shares of Sentinel and its CEO holds a director position on Sentinel’s

Board of Directors.

Apartment Rental for the CEO

The Company is renting an apartment in Singapore for

its CEO and Chairman, Chan Heng Fai, as part of the compensation for his services.

The Company paid $ 20,908 deposit for the apartment

and had expenses of $ 30,315 and $ 30,644 in the three months ended June 30, 2024 and 2023, respectively.

The Company had expenses of $ 60,631

and $ 61,289 in the six months ended June 30, 2024 and 2023, respectively.

Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty.

for its general operations.

As of March 31, 2024 and

As of June 30, 2024 and

December 31, 2023, the outstanding balance was $ 12,440 and $ 12,716 , respectively.

1 unchanged sentence

for its general operations.

As of March 31, 2024 and

As of June 30, 2024 and

December 31, 2023, the outstanding balance was $ 4,189 and $ 4,153 , respectively.

Equity Partners, LLC, an entity owned by Charles MacKenzie, a Director of the Company, has a consulting agreement with a majority-owned

subsidiary of the Company.

Pursuant to an agreement entered into in June of 2022, as supplemented in August, 2023, the Company’s

subsidiary has paid $ 25,000 per month for consulting services.

In addition, MacKenzie Equity Partners has been paid certain bonuses,

including (i) a sum of $50,000 in June, 2022;

Equity Partners, LLC, an entity owned by Charles MacKenzie, Chief Development Officer of the Company, has a consulting agreement with

a majority-owned subsidiary of the Company.

Pursuant to an agreement entered into in June of 2022, as supplemented in August, 2023, the

Company’s subsidiary has paid $ 25,000 per month for consulting services.

In addition, MacKenzie Equity Partners has been paid

certain bonuses, including (i) a sum of $50,000 in June, 2022;

(ii) a sum of $50,000 in August 2023;

and (iii) a sum of $50,000 in December 2023.

Company incurred expenses of $ 75,000 and $ 75,000 in the three months ended March 31, 2024 and 2023, respectively, which were capitalized

as part of Real Estate on the balance sheet as the services relate to property and project management.

On March 31, 2024 and December

31, 2023, the Company owed this related party $ 27,535 and $ 27,535 , respectively.

These amounts

are included in Accounts Payable and Accrued Expenses in the accompanying consolidated balance sheets.

(iii) a sum of $50,000 in December

and (iv) a sum of $60,000 in June 2024 .

Company incurred expenses of $ 135,000 and

the three and six months ended June 30, 2024, respectively, and $ 75,000 and

the three and six months ended June 30, 2023, respectively, which were capitalized as part of Real Estate on the balance sheet as

the services relate to property and project management.

On June 30, 2024 and December 31, 2023, the Company owed this related party

respectively.

These amounts are included in Accounts Payable in the accompanying condensed

consolidated balance sheets.

Global Consulting Inc., an entity owned by Anthony Chan, the former Chief Operating Officer of the Company, had a consulting agreement

with the Company dated April 8, 2021, as amended on May 6, 2022.

As of June 13, 2024, the Company terminated the consulting agreement

with CA Global Consulting Inc., and the Company ceased paying consulting fees in the amount of $ 15,000 per month.

Company incurred expenses of $ 32,500 and $ 45,000 in the three months ended June 30, 2024 and 2023, respectively, and $ 77,500 and $ 90,000

in the six months ended June 30, 2024 and 2023, respectively.

Receivable from Related Party

December 31, 2023, the total convertible note receivable from Ketomei, prior to impairment charges, was $ 368,299 .

Considering ASC 326 and after reviewing the performance of Ketomei, the Company decided to record 100 %

impairment for the convertible note receivable and investment in associate in 2023.

June 10, 2021, HCI-T signed a convertible loan agreement with Ketomei, pursuant to which HCI-T has agreed to grant Ketomei a loan of

an aggregate principal amount of $ 75,525 (SG$ 100,000 ).

On March 21, 2022, HCI-T signed a legally binding term sheet with Ketomei, and

HCI-T has agreed to invest in Ketomei $ 258,186 (SG$ 350,000 ) for 28 % interest in Ketomei.

Considering ASC 326

and after reviewing the performance of Ketomei, the Company decided to record 100 % impairment for the convertible note receivable and

equity method investment in 2023.

June 10, 2021, HCI-T signed a convertible loan agreement with Ketomei, pursuant to which HCI-T has agreed to grant Ketomei a loan in

an aggregate principal amount of $ 75,525 .

On March 21, 2022, HCI-T signed a legally binding

term sheet with Ketomei, and HCI-T has agreed to invest in Ketomei $ 258,186

interest in Ketomei.

The investment was partially paid by the $ 75,525

(SG$ 100,000 ) loan borrowed to Ketomei and the accrued interest of $ 6,022 (SG$ 6,433 ).

The balance of $ 183,311 (SG$ 243,567 ) was paid in

loan borrowed to Ketomei and the accrued interest of $ 6,022 .

The balance of $ 183,311 was

paid in cash.

July 28, 2022 HCI-T entered into binding term sheet with Ketomei and Tong Leok Siong Constant, pursuant to which HCI-T lent Ketomei $ 43,254 .

(SG$ 60,000 ).

This loan had a 0 % interest rate for the first 60 days and an interest rate of 8 % per annum afterwards.

This loan had a 0 %

interest rate for the first 60 days and an interest rate of 8 %

per annum afterwards.

August 4, 2022, the same parties entered into another binding term sheet (the “Second Term Sheet”) pursuant to which HCI-T

agreed to lend Ketomei up to $ 260,600 (SG$ 360,000 ) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months,

the interest on such loan will be 8 %.

As of August 31, 2023, the $ 263,766 (SG$ 360,000 ) loan was paid by the $ 214,903 (SG$ 293,310 ) loan

borrowed to Ketomei and $ 48,862 (SG$ 66,690 ) was paid for the expenses on behalf of Ketomei.

In addition, pursuant to the Second Term

Sheet, the July 28, 2022, loan was modified to include conversion rights.

agreed to lend Ketomei up to $ 260,600

pursuant to a convertible loan, with a term of

After the initial 12 months, the interest on such loan will be 8 %.

As of August 31, 2023, the $ 263,766

loan was paid by the $ 214,903

loan borrowed to Ketomei and $ 48,862

was paid for the expenses on behalf of Ketomei.

In addition, pursuant to the Second Term Sheet, the July 28, 2022, loan was modified

to include conversion rights.

The Parties agree that the conversion rate will be at approximately $ 0.022

$ 0.022 per share.

August 31, 2023, the same parties entered into another binding term sheet pursuant to which HCI-T agreed to lend Ketomei up to $ 36,634

(SG$ 50,000 ) pursuant to a convertible loan, with a term of 12 months.

pursuant to a convertible loan, with a term of

After the initial 12 months, the interest on such loan will be 3.5 %.

As of October 31, 2023, the $ 37,876 (SG$ 50,000 ) loan was paid to Ketomei.

As of October 31, 2023, the $ 37,876

loan was paid to Ketomei.

October 26, 2023, the same parties entered into another binding term sheet pursuant to which HCI-T agreed to lend Ketomei up to $ 37,876

(SG$ 50,000 ) pursuant to a non- convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will

As of December 31, 2023, the $ 6,766 (SG$ 8,932 ) loan was paid to Ketomei.

HCI-T will pay the balance of $ 31,110 (SG$ 41,068 ) to

Ketomei in the future.

pursuant to a non- convertible loan, with a term

of 12 months.

After the initial 12 months, the interest on such loan will be 3.5 %.

As of December 31, 2023, the $ 6,766

loan was paid to Ketomei.

HCI-T agreed to pay

the balance of $ 31,110

to Ketomei in the future.

amount due from Ketomei at December 31, 2023 was $ 0 .

February 20, 2024, HCI-T invested $ 312,064 (SG$ 420,000 )

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

for an additional 38.41 %

ownership interest in Ketomei by converting $ 312,064 of convertible loan.

The loan was impaired at the year ended of December 31,

2023, therefore, $ 312,064 was transferred from impairment of convertible loan to impairment of equity method investment.

additional investment, Hapi Cafe owns 55.65 % (the Company owns indirectly 41 %) of Ketomei’s outstanding shares and Ketomei is

consolidated into the financial statements of HWH International Inc.

beginning on February 20, 2024.

October 13, 2021 BMI Capital Partners International Limited (“BMI”) entered into loan agreement with Liquid Value Asset Management

Limited (“LVAML”), a subsidiary of DSS, pursuant to which BMI agreed to lend $ 3,000,000 to LVAML.

The loan has variable interest

rate and matured on January 12, 2023 , with automatic three-month extension.

The purpose of the loan is to purchase a portfolio of trading

securities by LVAM.

BMI participates in the losses and gains from portfolio based on the calculations included in the loan agreement.

As of March 31, 2024 and December 31, 2023 LVAML owes the Company $ 491,087 and $ 534,671 , respectively.

ownership interest in Ketomei by converting $ 312,064

of convertible loan.

The loan was impaired at

the year ended of December 31, 2023, therefore, $ 312,064

was transferred from impairment of convertible

loan to impairment of equity method investment.

After this additional investment, Hapi Cafe owns 55.65 %

(the Company owns indirectly 45.5 %)

of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of the Company beginning on February

October 13, 2021 BMI Capital Partners International Limited (“BMI”) entered into a loan agreement with Liquid Value Asset

Management Limited (“LVAML”), a subsidiary of DSS, pursuant to which BMI agreed to lend $ 3,000,000 to LVAML.

variable interest rate and matured on January 12, 2023 , with automatic three-month extensions.

The purpose of the loan is to purchase

a portfolio of trading securities by LVAM.

BMI participates in the losses and gains from portfolio based on the calculations included

in the loan agreement.

As of June 30, 2024 and December 31, 2023 LVAML owes the Company $ 460,765 and $ 534,671 , respectively.

September 28, 2023 Alset International Limited (“Alset International”) entered into loan agreement with Value Exchange International

1 unchanged sentence

The loan carries simple annual interest rate of 8 %.

March 31, 2024 and December 31, 2023 the Company accrued $ 20,000 and $ 10,000 interest, respectively, and VEII owed $ 520,000 and $ 510,000 ,

June 30, 2024 and December 31, 2023 the Company accrued $ 20,000 and $ 10,000 interest, respectively, and VEII owed $ 530,000 and $ 510,000 ,

respectively to Alset International.

Company continually evaluates potential acquisitions that align with the Company’s plans, namely, starting the F&B business

Starting an F&B business in Hong Kong, China, and Taiwan can be an excellent opportunity due to the large consumer market,

diverse food culture, high demand for international cuisine, favorable business environment, skilled labor force, and opportunities for

On October 4, 2022, The Company has completed its first F&B business acquisition of MOC HK Limited (“MOC”), a

F&B business started in Hong Kong.

The accompanying consolidated financial statements include the operations of the acquired entity

from its acquisition date.

Company continually evaluates potential acquisitions that align with the Company’s plans, namely, starting the F&B

business in Asia.

Starting an F&B business in Hong Kong, China, and Taiwan can be an excellent opportunity due to the large

consumer market, diverse food culture, high demand for international cuisine, favorable business environment, skilled labor force,

and opportunities for growth.

On October 4, 2022, the Company completed its F&B business acquisition of MOC HK Limited

(“MOC”), a F&B business started in Hong Kong.

The accompanying condensed consolidated financial statements include

the operations of the acquired entity from its acquisition date.

The acquisition has been accounted for as a business combination.

Accordingly, consideration paid by the Company

to complete the acquisition is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition

date fair values.

Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the acquired assets and

liabilities assumed based upon their estimated acquisition date fair values.

a result of the acquisition of MOC, goodwill of $ 60,343 generated in a business combination represents the purchase price of $ 70,523

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Instead, they are reviewed periodically for impairment.

April 18, 2024, Hapi Acquisition Pte Ltd (“HAPL”), the Company’s subsidiary, completed acquisition of Hapi

Café Company Limited (“HCTW”), an F&B business started in Taiwan.

The accompanying condensed consolidated

financial statements include the operations of the acquired entity from its acquisition date.

The acquisition has been accounted for

as a business combination.

Accordingly, consideration paid by HAPL to complete the acquisition is initially allocated to the

acquired assets and liabilities assumed based upon their estimated acquisition date fair values.

of the date of acquisition, HCTW had a total of $ 429,962 due to a related party, Alset Business Development Pte.

Ltd, (“ABDPL”)

a subsidiary of the Company.

HCTW borrowed the money from ABDPL since 2022 for its business start-up and daily operations.

of the acquisition of HCTW, the Company eliminated amounts due to ABDPL.

a result of the acquisition of HCTW, goodwill of $ 353,616 generated in a business combination represents the purchase price of $ 3,300

in excess of identifiable tangible and intangible assets.

Goodwill and intangible assets that have an indefinite useful life are not

Instead, they are reviewed periodically for impairment.

The Company impaired the goodwill $ 353,616 as a loss during the six

months ended June 30, 2024 due to the poor financial situation of HCTW.

table below reflects the Company’s estimates of the acquisition date fair value of the assets acquired and liabilities assumed

for the 2024 acquisition:

OF ESTIMATES OF ACQUISITION FAIR VALUE

Purchase Price

Total purchase consideration

Purchase Price Allocation

Assets acquired

Current assets

Property and Equipment, net

Operating lease right-of-use assets, net

Total assets acquired

Liabilities assumed:

Current liabilities

Due to related party

Operating lease liability

Total liabilities assumed

$ ( 843,792 )

Net assets acquired

$ ( 350,316 )

Total purchase consideration

Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment

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in no impairment losses.

following table summarizes changes in the carrying amount of goodwill for the three months ended March 31, 2024 and the years ended December

March 31, 2024

following table summarizes changes in the carrying amount of goodwill for the six months ended June 30, 2024 and the year ended December

June 30, 2024

December 31, 2023

Balance at beginning of the year

Balance at beginning of the period

acquisition of HCTW

impairment loss of goodwill of HCTW

Foreign currency exchange adjustment

Balance as of end of the year

Balance as of end of the period

June 14, 2021, the Company filed an amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation,

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net proceeds to the Company from the Offering were approximately $ 3.4 million, after deducting underwriting discounts and the payment

of other offering expenses associated with the Offering that are payable by the Company.

of other offering expenses associated with the Offering that were payable by the Company.

Offering closed on February 8, 2023.

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333-264234), as well as a prospectus supplement in connection with the Offering filed with the Securities and Exchange Commission.

March 31, 2024, there were 9,235,119 common shares issued and outstanding.

following table summarizes the warrant activity for the three months ended March 31, 2024.

June 30, 2024, there were 9,235,119 common shares issued and outstanding.

following table summarizes the warrant activity for the six months ended June 30, 2024.

OF WARRANT ACTIVITY

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Forfeited, cancelled, expired

Warrants Outstanding as of March 31, 2024

Warrants Vested and exercisable at March 31, 2024

Warrants Outstanding as of June 30, 2024

Warrants Vested and exercisable at June 30, 2024

A Common Stock of HWH International Inc.

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as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

On March 31, 2024, following

On June 30, 2024, following

redemptions and closing of Business Combination the temporary equity is $ 0 .

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of HWH International Inc.), the Company consolidated HWH International Inc.

Issuance of HWH Shares to EF Hutton

On December 18, 2023, the

Company’s subsidiary, HWH International Inc.

(“HWH”) entered into a Satisfaction and Discharge of Indebtedness

Agreement in connection with an underwriting agreement previously entered into by HWH and EF Hutton, a division of Benchmark

Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 ,

the underwriters accepted a combination of $ 325,000

in cash upon the closing of the business combination, 149,443

shares of the Company’s common stock and a $ 1,184,375 promissory

note as full satisfaction.

of HWH Shares to EF Hutton

December 18, 2023, the Company’s subsidiary, HWH International Inc.

entered into a Satisfaction and Discharge of Indebtedness Agreement

in connection with an underwriting agreement previously entered into by HWH and EF Hutton, a division of Benchmark Investments, LLC,

under which in lieu of HWH tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination of $ 325,000 in cash paid

upon the closing of the Business Combination, 149,443 shares of the Company’s common stock and a $ 1,184,375 promissory note as

full satisfaction.

This agreement was effective at the closing of Business Combination on January 9, 2024.

shares were issued as of the price of $ 10.10 ,

totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at issuance on January 9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss

was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior underwriting costs accounted for in equity.

The 149,443 shares were issued

as of the price of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at issuance on January 9, 2024 was $ 2.82

per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior

underwriting costs accounted for in equity.

Company generally rents its SFRs under lease agreements with a term of one or two years.

Future minimum rental revenue under existing

leases on our properties at March 31, 2024 in each calendar year through the end of their terms are as follows:

OF FUTURE MINIMUM RENTAL PAYMENTS

leases on our properties at June 30, 2024 in each calendar year through the end of their terms are as follows:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

Total Future Receipts

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

For the three months ended March 31, 2024 and 2023, property management fees incurred by the property managers were $ 35,010 and $ 31,950 ,

respectively.

For the three months ended March 31, 2024 and 2023, leasing fees incurred by the property managers were $ 10,260 and $ 25,010 ,

For the three months ended June 30, 2024 and 2023, property management fees incurred by the property managers were $ 35,730 and $ 34,650 ,

respectively.

For the six months ended June 30, 2024 and 2023, property management fees incurred by the property managers were $ 70,740

and $ 66,600 , respectively.

For the three months ended June 30, 2024 and 2023, leasing fees incurred by the property managers were $ 24,005

and $ 41,745 , respectively.

For the six months ended June 30, 2024 and 2023, leasing fees incurred by the property managers were $ 34,265

and $ 66,755 , respectively.

ACCUMULATED OTHER COMPREHENSIVE INCOME

is a summary of the changes in the balances of accumulated other comprehensive income, net of tax, for the three months ended March 31, 2024 and 2023:

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

SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX

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$ ( 1,112,437 )

Other Comprehensive (Loss) Income

( 1,071,829 )

( 1,054,487 )

Balance at June 30, 2024

$ ( 2,184,266 )

Unrealized Gains and Losses on Security Investment

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Balance at March 31, 2023

INVESTMENTS MEASURED AT FAIR VALUE

Balance Beginning

Other Comprehensive Loss

( 1,849,049 )

Other Comprehensive (Loss) Income

( 1,849,049 )

Balance at June 30, 2023

$ ( 791,512 )

Balance at Ending

$ ( 791,512 )

ASSETS MEASURED AT FAIR VALUE

assets measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as

of March 31, 2024 and December 31, 2023:

of June 30, 2024 and December 31, 2023:

SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurement Using

March 31, 2024

June 30, 2024

Investment Securities- Fair Value Option

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Convertible Loan Receivable - SHRG

Total Investment in Securities at Fair Value

Total Assets at Fair Value

Fair Value Measurement Using

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Convertible Loan Receivable - VEII

Total Investment in securities at Fair Value

loss on investment securities for the three months ended March 31, 2024 and 2023 was $ 152,468 and $ 131,313 , respectively.

loss on securities investment was $ 5,265,817 and $ 1,187,846 in the three months ended March 31, 2024 and 2023, respectively.

were recorded directly to net loss.

Total Assets at Fair Value

loss on investment securities for the three months ended June 30, 2024 was $ 192,205 and realized loss on investment securities for the

three months ended June 30, 2023 was $ 10,557,229 .

Realized loss on investment securities for the six months ended June 30, 2024 was $ 344,673

and realized loss on investment securities for the six months ended June 30, 2023 was $ 10,688,542 .

Unrealized gain on securities investment

was $ 1,676,711 and $ 18,840,726 in the three months ended June 30, 2024 and 2023, respectively.

Unrealized loss on securities investment

was $ 3,589,106 and $ 17,652,880 gain in the six months ended June 30, 2024 and 2023, respectively.

These gains and losses were recorded

directly to net loss.

trading stocks, we use Bloomberg Market stock prices as the share prices to calculate fair value.

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The following chart shows details of the fair value of equity security

investment at March 31, 2024 and December 31, 2023, respectively.

investment at June 30, 2024 and December 31, 2023, respectively.

SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT

DSS (Related Party)

in Securities at Fair Value – Related Party

Investment in Securities at Fair Value – Related Party

Trading Stocks

Investment in Securities at Fair Value

Level 1 Equity Securities

Total Level 1 Equity Securities

Investment in Securities at Fair Value

New Electric CV (Related Party)

in Securities at Fair Value – Related Party

Value Exchange (Related Party)

in Securities at Fair Value – Related Party

Investment in Securities at Fair Value – Related Party

New Electric CV (Related Party)

Investment in Securities at Fair Value – Related Party

Sharing Services (Related Party)

in Securities at Fair Value – Related Party

Investment in Securities at Fair Value – Related Party

Trading Stocks

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Investment in Securities at Cost

Ideal Food and Beverages

Investment in Securities at Cost

Total Equity Securities

DSS (Related Party)

in Securities at Fair Value – Related Party

Investment in Securities at Fair Value – Related Party

Trading Stocks

3 unchanged sentences

Investment in Securities at Fair Value

New Electric CV (Related Party)

in Securities at Fair Value – Related Party

Value Exchange (Related Party)

in Securities at Fair Value – Related Party

Investment in Securities at Fair Value – Related Party

Sharing Services (Related Party)

in Securities at Fair Value – Related Party

Investment in Securities at Fair Value – Related Party

New Electric CV (Related Party)

Investment in Securities at Fair Value – Related Party

Trading Stocks

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in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during

the three months ended March 31, 2024 and 2023:

the six months ended June 30, 2024 and 2023:

SCHEDULE OF CHANGE IN FAIR VALUE

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Balance at March 31, 2024

Balance at June 30, 2024

Balance at January 1, 2023

Balance at March 31, 2023

Net gains (losses)

Balance at June 30, 2023

Com Convertible Bond

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of 988,390,000 at December 31, 2022.

The Company did not exercise any warrants during three months ended March 31, 2024 and the year

ended December 31, 2023.

We value NECV warrants under level 3 category through a Black Scholes option pricing model and the fair value

of the warrants from NECV was $ 973 as of March 31, 2024 and $ 430 as of December 31, 2023.

fair value of the NECV warrants under level 3 category as of March 31, 2024 and December 31, 2023 was calculated using a Black-Scholes

The Company did not exercise any warrants during six months ended June 30, 2024 and the year ended

December 31, 2023.

We value NECV warrants under level 3 category through a Black Scholes option pricing model and the fair value of the

warrants from NECV was $ 973 as of June 30, 2024 and $ 430 as of December 31, 2023.

fair value of the NECV warrants under level 3 category as of June 30, 2024 and December 31, 2023 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

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transaction, refer to Note 7 - Related Party Transactions, Note Receivable from a Related Party Company .

As of March 31, 2024

and December 31, 2023, the fair value of the warrants was $ 877,257

and $ 2,487,854 ,

respectively.

The Company did not exercise any warrants during the three months ended March 31, 2024 and the year ended December 31,

fair value of the VEII warrants under level 2 category as of March 31, 2024, and December 31, 2023 was calculated using a Black-Scholes

As of June 30, 2024 and

December 31, 2023, the fair value of the warrants was $ 1,833,979 and $ 2,487,854 , respectively.

The Company did not exercise any warrants

during the six months June 30, 2024 and the year ended December 31, 2023.

fair value of the VEII warrants under level 2 category as of June 30, 2024, and December 31, 2023 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

5 unchanged sentences

Year to maturity

March 20, 2024, HWH International Inc., a subsidiary of the Company (“HWH”), entered into a Securities Purchase Agreement

(the “Securities Purchase Agreement”) with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note

in the amount of $ 250,000 , convertible into 208,333,333 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants

exercisable into 208,333,333 shares of SHRG’s common stock at an exercise price of $ 0.0012 per share, the exercise period of the

warrant being five ( 5 ) years from the date of the Securities Purchase Agreement, for an aggregate purchase price of $ 250,000 .

time of filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants.

fair value of the SHRG warrants under level 2 category as of March 31, 2024, was calculated using a Black-Scholes valuation model valued

March 20, 2024, HWH International Inc., entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from

SHRG a (i) Convertible Promissory Note in the amount of $ 250,000 ,

convertible into 208,333,333

shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into 208,333,333

shares of SHRG’s common stock at an exercise price of $ 0.0012

per share, the exercise period of the warrant being five ( 5 )

years from the date of the securities purchase agreement, for an aggregate purchase price of $ 250,000 .

At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the

As of June 30, 2024, the fair value of the warrants was $ 137,500 .

fair value of the SHRG warrants under level 2 category as of June 30, 2024, was calculated using binomial option pricing model valued

with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

June 30, 2024

Exercise price

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Year to maturity

Convertible Loan Receivables

Loan Receivables

Company has elected to recognize the convertible loan receivables at fair value and therefore there was no further evaluation of embedded

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Sales Agreement

Ballenger Project

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.

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as the reduction of revenue.

As of March 31, 2024 and December 31, 2023, the accrued balance due to NVR was $ 189,475 .

As of June 30, 2024 and December 31, 2023, the accrued balance due to NVR was $ 189,475 .

at Black Oak Project

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approximately $ 7.4 million.

Pursuant to the other Agreement, the Seller has agreed to sell 63 single-family detached residential lots

in the city of Magnolia, Texas.

Pursuant to the other Agreement, the Seller has agreed to sell 63 single-family detached residential

lots in the city of Magnolia, Texas.

In 2021, our subsidiary Alset EHome Inc.

acquired approximately 19.5 acres of partially developed land

near Houston, Texas which was used to develop a community named Alset Villas (“Alset Villas”).

Alset EHome was in the process

of developing the 63 lots at Alset Villas in 2023.

The selling price of these lots is anticipated to equal approximately $ 3.3 million.

The 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.

Company leases offices in Maryland, Singapore, Texas, Hong Kong, South Korea and China through leased spaces aggregating approximately

30,000 square

feet, under leases expiring on various dates from June 2024 to March 2027.

The leases have rental rates ranging from $ 283

Our total rent expense under these

office leases was $ 292,719 and

the three months ended March 31, 2024 and 2023, respectively.

Total cash paid for operating leases was $ 319,302

and $ 272,844

for the three months ended March 31, 2024 and

acquired approximately 19.5 acres of partially

developed land near Houston, Texas which was used to develop a community named Alset Villas (“Alset Villas”).

was in the process of developing the 63 lots at Alset Villas in 2023.

The selling price of these lots is anticipated to equal

approximately $ 3.3 million.

The closing of the transactions described above depends on the satisfaction of certain conditions.

sale of the first 70 lots closed on July 1, 2024 generating approximately $ 3.8 million.

Company leases offices in Maryland, Singapore, Hong Kong, South Korea and China through leased spaces aggregating approximately 30,000

square feet, under leases expiring on various dates from July 2024 to April 2029.

The leases have rental rates ranging from $ 283 to $ 23,020

Our total rent expense under these office leases was $ 313,955 and $ 266,103 in the three months ended June, 2024 and 2023,

respectively.

Our total rent expense under these office leases was $ 606,674 and $ 525,781 in the six months ended June, 2024 and 2023,

respectively.

Total cash paid for operating leases was $ 602,584 and $ 525,781

for the six months ended June 30, 2024 and 2023, respectively.

The following table outlines the details of lease terms:

SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL

Term as of December 31, 2023

Term as of June 30, 2024

Singapore - AI

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August 2022 to July 2025

South Korea - Cafe

April 2024 to February 2027

Bethesda, Maryland

April 2024 to March 2027

December 2023 - November

April 2024 to

December 2023

- November 2024

China - Office

March 2023 – March

Taiwan - Cafe

May 2024 to October

Company adopted ASU No.

2016-02, Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease liability

for all the leases with terms greater than twelve months.

We elected the practical expedient to not recognize operating lease right-of-use

assets and operating lease liabilities for lease agreements with terms less than 12 months.

Operating lease right-of-use assets and operating

lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement

As our leases do not provide a readily determinable implicit rates, we estimate our incremental borrowing rates to discount the

lease payments based on information available at lease commencement.

Our incremental borrowings rates are at a range from 0.35% to 7.22%

per annum in the three months ended March 31, 2024 and December 31, 2023, which were used as the discount rates.

At March 31, 2024 the

weighted average remaining lease term is 1.97 years and weighted average discount rate is 4.36 .

The balances of operating lease right-of-use

assets and operating lease liabilities as of March 31, 2024 were $ 1,514,903 and $ 1,548,903 .

The balances of operating lease right-of-use

assets and operating lease liabilities as of December 31, 2023 were $ 1,467,372 and $ 1,499,263 , respectively.

table below summarizes future payments due under these leases as of March 31, 2024.

the Years Ended March 31:

2016-02, Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease

liability for all the leases with terms greater than twelve months.

We elected the practical expedient to not recognize operating

lease right-of-use assets and operating lease liabilities for lease agreements with terms less than 12 months.

Operating lease

right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments

over the lease term at commencement date.

our leases do not provide a readily determinable implicit rates, we estimate our incremental borrowing rates to discount the lease

payments based on information available at lease commencement.

incremental borrowings rates are at a range from 0.35% to 7.2% in 2024 and 2023, which were used as the discount

The Company’s weighted-average remaining lease term relating to its operating leases are 2.4 years, with

a weighted-average discount rate of the 3.92 %.

The balances of operating lease right-of-use assets and operating lease liabilities

as of June 30, 2024 were $ 1,815,543

and $ 1,880,185

respectively.

The balances of operating lease right-of-use assets and operating lease liabilities as of December 31, 2023 were

and $ 1,499,263 ,

respectively.

table below summarizes future payments due under these leases as of June 30, 2024.

the Years Ended June 30:

SCHEDULE OF LEASE PAYMENTS

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lease termination.

As of March 31, 2024 and December 31, 2023, the security deposits held in the trust account were $ 304,598 and $ 309,688 ,

As of June 30, 2024 and December 31, 2023, the security deposits held in the trust account were $ 307,343 and $ 309,688 ,

respectively.

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non-executive directors (including the independent directors) are eligible to participate in the 2013 Plan.

following tables summarize stock option activity under the 2013 Plan for the three months ended March 31, 2024:

following tables summarize stock option activity under the 2013 Plan for the three months ended June 30, 2024:

SCHEDULE OF OPTION ACTIVITY

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Forfeited, cancelled, expired

Outstanding as of March 31, 2024

Vested and exercisable at March 31, 2024

Outstanding as of June 30, 2024

Vested and exercisable at June 30, 2024

SUBSEQUENT EVENTS

April 25, 2024, the Company’s subsidiary, HWH International Inc.

(“HWH”) entered into a binding term sheet through

its subsidiary Health Wealth Happiness Pte Ltd.

(“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur

in the travel industry, and Chan Heng Fai Ambrose, the Company’s Chairman and Chief Executive Officer and HWH’s Executive

Chairman, as a part of HWH’s strategy of building its travel business in Asia.

The planned joint venture company (referred to here

as the “JVC”) will be known as HapiTravel Holding Pte.

The JVC will be initially owned as follows:

(a) HWHPL will hold

19% of the shares in the JVC;

Chan will hold 11%;

and (c) the remaining 70% of the shares in the JVC are to be held by Mr.

July 1, 2024, 150 CCM Black Oak Ltd.

(the “Seller”), a wholly owned subsidiary of LiquidValue Development Inc., closed the

sale of 70 single-family detached residential lots comprising a section of a residential community in the city of Magnolia, Texas known

as the “Lakes at Black Oak” to Century Land Holdings of Texas, LLC.

The lots were sold at a fixed per-lot price, and the

Seller also received a community enhancement fee for each lot sold.

The aggregate purchase price and community enhancement fees, minus

certain expenses, equaled a combined total of approximately $ 3.8 million.

On July 15, 2024, a subsidiary

of the Company entered into a Convertible Credit Agreement (the “Credit Agreement”) with VEII.

On July 15, 2024, this subsidiary

of the Company loaned VEII $ 110,000 (the “Loan Amount”).

Pursuant to the Credit Agreement, this amount can be converted into

shares of VEII for a period of three years at a conversion price of $ 0.06 per share.

As of the date of this filing, the Loan Amount

has not been converted.

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-Q

Item 1. Financial Statements