What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 521 added, 411 removed, 160 unchanged (85% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking

Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”,

“anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking

These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending

on a variety of factors, many of which are not within our control.

These factors include but are not limited to economic conditions generally

and in the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors,

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

This Form 10-Q contains certain

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

For this purpose, any statements

contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements.

Without limiting

the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”,

“estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.

statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety

of factors, many of which are not within our control.

These factors include but are not limited to economic conditions generally and in

the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors,

technological advances and failure to successfully develop business relationships.

are a diversified holding company principally engaged through our subsidiaries in the development of EHome communities and other real

estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United

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

We manage a significant portion of our

three principal businesses through our 85.8% owned subsidiary, Alset International Limited, a public company traded on the Singapore

Stock Exchange.

Through this subsidiary (and indirectly, through other public and private U.S.

and Asian subsidiaries), we are actively

developing real estate projects near Houston, Texas in our real estate segment.

In our digital transformation technology segment, we

focus on serving business-to-business (B2B) needs in e-commerce, collaboration and social networking functions.

Our biohealth segment

includes the sale of consumer products.

Business Overview

We are a diversified holding

company principally engaged through our subsidiaries in the development of EHome communities and other real estate, financial services,

digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong

Kong, Australia, South Korea and the People’s Republic of China.

We manage a significant portion of our three principal businesses

through our 85.8% owned subsidiary, Alset International Limited, a public company traded on the Singapore Stock Exchange.

subsidiary (and indirectly, through other public and private U.S.

and Asian subsidiaries), we are actively developing real estate projects

near Houston, Texas in our real estate segment.

In our digital transformation technology segment, we focus on serving business-to-business

(B2B) needs in e-commerce, collaboration and social networking functions.

Our biohealth segment includes the sale of consumer products.

and Alset International Limited collectively own 73.3% of HWH International Inc.

in further detail below).

We also have certain wholly owned subsidiaries that collectively own 132 single family residential rental properties

in Montgomery and Harris Counties, Texas.

(described in further detail below).

have certain wholly owned subsidiaries that collectively own 132 single family residential rental properties in Montgomery and Harris

Counties, Texas.

also hold minority ownership interests, including a 36.9% equity interest in American Pacific Financial, Inc., formerly known as American

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(“APF”), a 43.6% equity interest in DSS Inc.

(“DSS”), an indirect 45.8% equity interest

in Value Exchange International Inc.

(“VEII”), a 0.5% equity interest in American Premium Water Corporation (“APW”,

New Electric CV Corporation, “NECV”), and a 29% equity interest in Sharing Services Global Corporation (“SHRG”).

APF is a financial network holding company.

DSS is a multinational company operating businesses with five divisions:

product packaging,

biotechnology, direct marketing, commercial lending, and securities and investment management.

is listed on the NYSE American

(“DSS”), an indirect 45.8% equity interest in

Value Exchange International Inc.

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

Sharing Services Global Corporation, is a publicly traded company dedicated to building shareholder

value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment

the Company’s product and services portfolio, business competencies, and geographic reach.

(“VEII”), a 0.5% equity interest in HIPH World Inc.

American Premium Water Corporation

and New Electric CV Corporation), and a 29% equity interest in Sharing Services Global Corporation (“SHRG”).

APF is a financial

network holding company.

DSS is a multinational company operating businesses with five divisions:

product packaging, biotechnology, direct

marketing, commercial lending, and securities and investment management.

is listed on the NYSE American (NYSE:

Value Exchange

International, Inc.

is a provider of information technology services for businesses, and is traded on the OTC Markets.

Sharing Services

Global Corporation, is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses, products

and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio,

business competencies, and geographic reach.

Sharing Services Global Corporation is traded on the OTC Markets.

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

Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where

our management can provide value by advising on new markets and expansion.

We have at times provided a range of global capital and management

services to these companies in order to gain access to Asian markets.

We have historically favored businesses that improve an individual’s

quality of life or that improve the efficiency of businesses through technology in various industries.

We believe our capital and management

services provide us with a competitive advantage in the selection of strategic acquisitions, which creates and adds value for our Company

and our stockholders.

Additionally,

the Company operates a portfolio of trading securities with the objective of generating profits from short-term fluctuations in market

The portfolio is actively managed, and securities are bought and sold with the intent to realize gains from price movements within

a short-term horizon.

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

by the chief operating decision makers (the “CODMs”), or decision–making group, in deciding how to allocate resources

and in assessing performance.

The Company’s chief operating decision makers are the two Co-CEOs, who review and assess the performance

of the Company as a whole.

We generally acquire majority

and/or control stakes in innovative and promising businesses that are expected to appreciate in value over time.

Our emphasis is on building

businesses in industries where our management team has in-depth knowledge and experience, or where our management can provide value by

advising on new markets and expansion.

We have at times provided a range of global capital and management services to these companies

in order to gain access to Asian markets.

We have historically favored businesses that improve an individual’s quality of life or

that improve the efficiency of businesses through technology in various industries.

We believe our capital and management services provide

us with a competitive advantage in the selection of strategic acquisitions, which creates and adds value for our Company and our stockholders.

Additionally, the Company

operates a portfolio of trading securities with the objective of generating profits from short-term fluctuations in market prices.

portfolio is actively managed, and securities are bought and sold with the intent to realize gains from price movements within a short-term

Operating segments are defined

as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating

decision makers (the “CODMs”), or decision–making group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision makers are the two Co-CEOs, who review and assess the performance of the Company as a whole.

The Company reports its segment information to reflect the manner in which the CODMs review and assess performance.

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

– real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other

business activities.

In determination of segments, the Company, together with its CODMs, considers factors that include the nature of

business activities, allocation of resources and management structure.

primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income

The CODMs use net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations

and as part of the Company’s internal planning and forecasting processes.

Information on net income (loss) and operating income

(loss) is disclosed in the Consolidated Statements of Operations.

Segment expenses and other segment items are provided to the CODMs

on the same basis as disclosed in the Consolidated Statements of Operations.

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

April 15, 2025, the Board of Directors of the Company awarded Chairman and Chief Executive Officer Chan Heng Fai 1,000,000 restricted

shares of the Company’s common stock (the “Shares”).

The Company has four

operating segments based on the products and services we offer, which include three of our principal businesses – real estate, digital

transformation technology and biohealth – as well as a fourth category consisting of certain other business activities.

In determination

of segments, the Company, together with its CODMs, considers factors that include the nature of business activities, allocation of resources

and management structure.

The primary financial measures

used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income (loss).

The CODMs use net

income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s

internal planning and forecasting processes.

Information on net income (loss) and operating income (loss) is disclosed in the Consolidated

Statements of Operations.

Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated

Statements of Operations.

The CODMs do not evaluate

performance or allocate resources based on segment assets.

Recent Developments

Stock Compensation

On April 15, 2025, the Board

of Directors of the Company awarded Chairman and Chief Executive Officer Chan Heng Fai 1,000,000 restricted shares of the Company’s

common stock (the “Shares”).

The Shares were granted to Mr.

Chan as compensation for services

rendered to the Company pursuant to the Company’s 2025 Incentive Compensation Plan, as adopted on March 17, 2025.

Under the terms

and conditions of the award, the Shares may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of until April

The Shares are not part of Mr.

Chan as compensation for services rendered to the Company pursuant

to the Company’s 2025 Incentive Compensation Plan, as adopted on March 17, 2025.

Under the terms and conditions of the award, the

Shares may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of until April 15, 2026.

The Shares are not part

Chan’s regular annual compensation and will not be awarded on a regularly recurring basis.

As of the date of the issuance of the Shares, the fair value thereof was $840,000.

May 13, 2025, the Company received a letter from The Nasdaq Stock Market LLC indicating that the Company’s common stock had closed

below the minimum $1.00 per share bid price requirement for 30 consecutive business days, and that the Company is therefore not in compliance

with Nasdaq Listing Rule 5550(a)(2).

The notification has no immediate effect on the listing of the Company’s common stock, and

the Company has 180 calendar days to regain compliance with the minimum bid price requirement.

July 17, 2025, Alset Inc.

(the “Company”) received notice from the Nasdaq Listing Qualifications Staff (the “Staff”)

that the Staff has determined that the Company has regained compliance with Nasdaq’s minimum $1 bid price per share requirement.

While the Company has regained compliance with the Minimum Bid Price Requirement, there can be no assurance that the Company will be

able to maintain compliance with the Minimum Bid Price Requirement in the future.

of the Merger of Alset Capital Acquisition Corp.

As of the date of the issuance

of the Shares, the fair value thereof was $840,000.

Notice from NASDAQ

On May 13, 2025, the Company

received a letter from The Nasdaq Stock Market LLC indicating that the Company’s common stock had closed below the minimum $1.00

per share bid price requirement for 30 consecutive business days, and that the Company is therefore not in compliance with Nasdaq Listing

Rule 5550(a)(2).

The notification has no immediate effect on the listing of the Company’s common stock, and the Company has 180

calendar days to regain compliance with the minimum bid price requirement.

On July 17, 2025, Alset Inc.

(the “Company”) received notice from the Nasdaq Listing Qualifications Staff (the “Staff”) that the Staff has

determined that the Company has regained compliance with Nasdaq’s minimum $1 bid price per share requirement.

While the Company

has regained compliance with the Minimum Bid Price Requirement, there can be no assurance that the Company will be able to maintain compliance

with the Minimum Bid Price Requirement in the future.

Consummation of

the Merger of Alset Capital Acquisition Corp.

and HWH International Inc.

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these transactions, HWH International Inc.

is now a purpose-driven lifestyle company encompassing differentiated offerings from four

core pillars:

is now a purpose-driven lifestyle company encompassing differentiated offerings from four core

Hapi Marketplace, Hapi Cafe, Hapi Travel and Hapi Wealth Builder.

HWH International Inc.

seeks to develop new pathways

to help people in their pursuit of health, wealth and happiness.

seeks to develop new pathways to help

people in their pursuit of health, wealth and happiness.

HWH International Inc.

is listed on the Nasdaq under the symbol HWH.

Purchase Agreement and Debt Conversion Agreements

Stock Purchase

Agreement and Debt Conversion Agreements

September 24, 2024, HWH entered into two (2) debt conversion agreements with creditors (each an “Agreement,” or collectively,

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the Agreements, the debt conversions resulted in the issuance of newly issued shares of HWH’s common stock.

The price at which

the debt conversion was fixed was set at $0.63 per share of HWH common stock.

Cumulatively, the newly issued shares contemplated by the

Agreements represented 6,034,537 new shares of HWH’s common stock.

The price at which the

debt conversion was fixed was set at $0.63 per share of HWH common stock.

Cumulatively, the newly issued shares contemplated by the Agreements

represented 6,034,537 new shares of HWH’s common stock.

September 26, 2024, Alset Inc.

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in a security agreement between the Company and Alset International Limited.

Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Chairman and Chief Executive Officer of Alset

International Limited and the Chairman of HWH.

In addition, certain other members of our board are also officers and/or directors of

Alset International Limited and HWH.

Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Chairman and Chief Executive Officer of Alset International

Limited and the Chairman of HWH.

In addition, certain other members of our board are also officers and/or directors of Alset International

Limited and HWH.

closing of the transactions described herein was contingent upon the approval of the stockholders of Alset International Limited (which

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The transactions closed on November 20, 2024.

of Certain Lots

to Sell 142 Lots and 63 Lots

November 13, 2023, 150 CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership, entered into two Contracts for Purchase

and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings

of Texas, LLC, a Colorado limited liability company (the “Buyer”).

Pursuant to the terms of one of the aforementioned Agreements,

the Seller agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in

the city of Magnolia, Texas known as the “Lakes at Black Oak.” On July 1, 2024, the Seller closed the sale of 70 of the lots

contemplated by the Agreement, generating approximately $3.8 million.

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

detached residential lots in the city of Magnolia, Texas.

Sale of Certain Lots

Agreement to Sell 142 Lots and 63 Lots

On November 13, 2023, 150

CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership, entered into two Contracts for Purchase and Sale and Escrow

Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings of Texas, LLC, a

Colorado limited liability company (the “Buyer”).

Pursuant to the terms of one of the aforementioned Agreements, the Seller

agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in the city of

Magnolia, Texas known as the “Lakes at Black Oak.” On July 1, 2024, the Seller closed the sale of 70 of the lots contemplated

by the Agreement, generating approximately $3.8 million.

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

residential lots in the city of Magnolia, Texas.

In 2021, our subsidiary Alset EHome Inc.

acquired approximately 19.5 acres

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

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

The sale of the first 70 lots closed on July 1, 2024

generating approximately $3.8 million.

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 sale of the first 70 lots closed on July 1, 2024 generating

approximately $3.8 million.

The sale of the additional 72 lots closed on October 10, 2024 generating approximately $3.9 million.

The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.

Company has retained four model lots within Section 1 of the property.

The Company intends to enter into contract-build agreements with

local, regional or national builders to construct single-family, for rent homes.

These elevations and floor plans will be carefully selected

to suit the for-rent tenants and/or for-sale customers.

The Company will also reserve the right to sell these homes in the event this

is deemed to be the highest and best use in the marketplace.

of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.

The Company has retained four

model lots within Section 1 of the property.

The Company intends to enter into contract-build agreements with local, regional or national

builders to construct single-family, for rent homes.

These elevations and floor plans will be carefully selected to suit the for-rent

tenants and/or for-sale customers.

The Company will also reserve the right to sell these homes in the event this is deemed to be the highest

and best use in the marketplace.

The Company expects to complete these homes within the next twelve months.

of Convertible Loans to Value Exchange International, Inc.

July 15, 2024, the Company entered into a Convertible Credit Agreement (“3 rd VEII Credit Agreement”) with VEII

for an unsecured credit line in the maximum amount of $110,000.

Advances of the principal under the 3 rd VEII Credit Agreement

accrue simple interest at 8% per annum.

Each Advance under the 3 rd VEII Credit Agreement and all accrued interest thereon

may, at the election of VEII, or the Company, be:

Issuance of Convertible Loans to Value Exchange

International, Inc.

On July 15, 2024, the Company

entered into a Convertible Credit Agreement (“3 rd VEII Credit Agreement”) with VEII for an unsecured credit line

in the maximum amount of $110,000.

Advances of the principal under the 3 rd VEII Credit Agreement accrue simple interest at

8% per annum.

Each Advance under the 3 rd VEII Credit Agreement and all accrued interest thereon may, at the election of VEII,

or the Company, be:

(1) repaid in cash;

(2) converted into shares of VEII Common Stock;

or (3) be repaid

in a combination of cash and shares of VEII Common Stock.

The principal amount of each Advance under the 3 rd VEII Credit Agreement

is due and payable on the third (3rd) annual anniversary of the date that the Advance is received by VEII along with any unpaid interest

accrued on the principal (the “Advance Maturity Date”).

Prior to the Advance Maturity Date, unpaid interest accrued on any

Advance shall be paid on the last business day of June and on the last business day of December of each year in which the Advance is

outstanding and not converted into shares of VEII Common Stock.

Company may prepay any Advance under the 3 rd VEII Credit Agreement

and interests accrued thereon prior to Advance Maturity Date without penalty or charge.

At the time of this filing, the Company has not

converted the Loan Amount.

issued a Convertible Promissory Note (the “VEII Convertible Promissory Note”) for $30,000, dated as of March 28, 2025 to

as consideration for a loan in the same amount.

This amount can be converted into shares of VEII pursuant to the terms of

the VEII Convertible Promissory Note for a period of two years.

or (3) be repaid in a combination of cash and

shares of VEII Common Stock.

The principal amount of each Advance under the 3 rd VEII Credit Agreement is due and payable on

the third (3rd) annual anniversary of the date that the Advance is received by VEII along with any unpaid interest accrued on the principal

(the “Advance Maturity Date”).

Prior to the Advance Maturity Date, unpaid interest accrued on any Advance shall be paid on

the last business day of June and on the last business day of December of each year in which the Advance is outstanding and not converted

into shares of VEII Common Stock.

Company may prepay any Advance under the 3 rd VEII Credit Agreement and interests accrued

thereon prior to Advance Maturity Date without penalty or charge.

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

VEII issued a Convertible

Promissory Note (the “VEII Convertible Promissory Note”) for $30,000, dated as of March 28, 2025 to Alset Inc.

as consideration

for a loan in the same amount.

This amount can be converted into shares of VEII pursuant to the terms of the VEII Convertible Promissory

Note for a period of two years.

In the event that Alset Inc.

converts all or a portion of the indebtedness

into shares of VEII Common Stock, the conversion price shall be $0.0166 per share.

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

the Loan Amount.

converts all or a portion of the indebtedness into shares of VEII Common

Stock, the conversion price shall be $0.0166 per share.

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

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

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are also members of the Board of Directors of VEII (Wong Shui Yeung, Wong Tat Keung, and Lim Sheng Hon Danny).

of Convertible Loans to Sharing Services Global Corp.

Issuance of Convertible Loans to Sharing

Services Global Corp.

January 17, 2024, the Company received a Convertible Promissory Note (the “1 st SHRG Convertible Note”) from Sharing

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at the average closing market price of SHRG stock within the last three (3) days from the date of conversion notice.

SHRG Convertible Note bears a 10% interest rate and has a scheduled maturity six (6) months from the date of the 1 st SHRG

Convertible Note, or July 17, 2024.

SHRG Convertible Note bears a 10% interest rate and has a scheduled maturity six (6) months from the date of the 1 st SHRG Convertible

Note, or July 17, 2024.

The terms of the note and maturity date were subsequently extended.

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SHRG Convertible Note bears a 6% interest rate and has scheduled maturity on March 20, 2027.

At the time of this filing, HWH has not

converted any of the debt contemplated by the 2 nd SHRG Convertible Note nor exercised any of the warrants.

At the time of this filing, HWH has not converted

any of the debt contemplated by the 2 nd SHRG Convertible Note nor exercised any of the warrants.

May 9, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory

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

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

contemplated by the 3 rd SHRG Convertible Note.

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

by the 3 rd SHRG Convertible Note.

June 6, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory

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contemplated by the 4 th SHRG Convertible Note.

August 13, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible

Promissory Note (the “5 th SHRG Convertible Note”) in the amount of $100,000, convertible into 35,714 shares of

SHRG’s common stock at the option of the Company for an aggregate purchase price of $100,000.

The 5 th SHRG Convertible

Note bears an 8% interest rate and has a scheduled maturity three years from the date of the 5 th SHRG Convertible Note.

August 13, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory

Note (the “5 th SHRG Convertible Note”) in the amount of $100,000, convertible into 35,714 shares of SHRG’s

common stock at the option of the Company for an aggregate purchase price of $100,000.

The 5 th SHRG Convertible Note bears

an 8% interest rate and has a scheduled maturity three years from the date of the 5 th SHRG Convertible Note.

Additionally,

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a loan to SHRG in the amount of $150,000.

HWH may convert a portion or all of the outstanding balance due under the loan into shares

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

of the 1 st Loan Agreement, January 15, 2026.

HWH may convert a portion or all of the outstanding balance due under the loan into shares of

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

the 1 st Loan Agreement, January 15, 2026.

The 1 st Loan Agreement bears an 8% interest rate.

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The 6 th SHRG Convertible Note bears an 8% interest rate.

At the time of filing, HWH has not converted any of the debt contemplated by the 6 th SHRG Convertible Note nor exercised any

of the warrants.

the time of filing, HWH has not converted any of the debt contemplated by the 6 th SHRG Convertible Note nor exercised any of

the warrants.

June 27, 2025, HWH entered into a securities purchase agreement with SHRG pursuant to which the Company purchased from SHRG a Convertible

6 unchanged sentences

At the time of filing, HWH has not converted any of the debt contemplated by the 7 th SHRG Convertible

of New Energy Asia Pacific Inc.

December 13, 2023 the Company entered into a term sheet with Chan Heng Fai (the “Seller”), the Chairman of the Board of Directors,

Chief Executive Officer and largest stockholder of the Company.

The Company had agreed to purchase from the Seller all of the issued

and outstanding shares of New Energy Asia Pacific Inc.

(“NEAPI”), a corporation incorporated in the State of Nevada, for

the consideration of $103,750,000, to be paid in the form of a convertible promissory note to be issued to the Seller.

NEAPI owns 41.5%

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

parties mutually agreed to revise this agreement, and on May 8, 2025, the Company and the Seller entered into an Amended Term Sheet (the

“Amended Term Sheet”).

Under the terms of the Amended Term Sheet, the Company agreed to purchase from the Seller all of the

outstanding shares of NEAPI through a stock purchase agreement for a purchase price of $83,000,000 in the form of a promissory note convertible

into newly issued shares of the Company’s common stock (the “Convertible Note”).

The Convertible Note had an interest

rate of 1% per annum.

Under the terms of the Convertible Note, the Seller was able to convert any outstanding principal and interest

into shares of the Company’s common stock at $3.00 per share upon ten (10) days’ notice prior to maturity of the Convertible

Note five (5) years from the date of the Amended Term Sheet, and upon maturity of the Convertible Note any outstanding principal and

accrued interest accrued thereunder would automatically be converted into shares of the Company’s common stock at the conversion

Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries.

The Company intends for this to be a strategic move, in line with the Company’s commitment to advancing sustainable and eco-friendly

solutions for the future.

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

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

of DSS Shares

May 21, 2024, the Company entered into a Securities Purchase Agreement (the “DSS Securities Purchase Agreement”) with the

Company’s Chairman and Chief Executive Officer, Chan Heng Fai, and Heng Fai Holdings Limited, a company wholly owned by Mr.

Pursuant to the DSS Securities Purchase Agreement, the Company will purchase 982,303 shares of DSS Inc., a NYSE-listed company.

shares include 979,325 shares of DSS common stock to be acquired from Mr.

Chan and 2,978 shares to be acquired from Heng Fai Holdings

Limited (collectively, the “Shares”).

The Shares represent approximately 13.9% of the total issued and outstanding shares

of DSS as of the date hereof.

As consideration for the Shares, the Company will issue a total of 3,316,488 shares of its common stock

September 17, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible

Promissory Note (the “8 th SHRG Convertible Note”) in the amount of $70,000, convertible into 11,666,667 shares

of SHRG’s common stock at HWH’s option for an aggregate purchase price of $70,000.

The 8 th SHRG Convertible Note

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

Additionally, upon signing the 8 th

SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $5,600 in total, to be paid either in cash or in

common stock of SHRG, at HWH’s discretion.

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

8 th SHRG Convertible Note.

Acquisition of New Energy Asia Pacific Inc.

On December 13, 2023 the Company

entered into a term sheet with Chan Heng Fai (the “Seller”), the Chairman of the Board of Directors, Chief Executive Officer

and largest stockholder of the Company.

The Company had agreed to purchase from the Seller all of the issued and outstanding shares of

New Energy Asia Pacific Inc.

(“NEAPI”), a corporation incorporated in the State of Nevada, for the consideration of $103,750,000,

to be paid in the form of a convertible promissory note to be issued to the Seller.

NEAPI owns 41.5% of the issued and outstanding shares

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

The parties mutually agreed

to revise this agreement, and on May 8, 2025, the Company and the Seller entered into an Amended Term Sheet (the “Amended Term Sheet”).

Under the terms of the Amended Term Sheet, the Company agreed to purchase from the Seller all of the outstanding shares of NEAPI through

a stock purchase agreement for a purchase price of $83,000,000 in the form of a promissory note convertible into newly issued shares of

the Company’s common stock (the “Convertible Note”).

The Convertible Note had an interest rate of 1% per annum.

the terms of the Convertible Note, the Seller was able to convert any outstanding principal and interest into shares of the Company’s

common stock at $3.00 per share upon ten (10) days’ notice prior to maturity of the Convertible Note five (5) years from the date

of the Amended Term Sheet, and upon maturity of the Convertible Note any outstanding principal and accrued interest accrued thereunder

would automatically be converted into shares of the Company’s common stock at the conversion rate.

New Energy focuses on distributing

all-electric versions of special-purpose and transportation vehicles, charging stations and batteries.

The Company intends for this to

be a strategic move, in line with the Company’s commitment to advancing sustainable and eco-friendly solutions for the future.

Seller is a member of the Board of Directors of New Energy and is a stockholder of New Energy.

The closing of the transactions

contemplated by the Amended Term Sheet occurred on July 23, 2025.

Purchase of DSS Shares

On May 21, 2024, the Company

entered into a Securities Purchase Agreement (the “DSS Securities Purchase Agreement”) with the Company’s Chairman and

Chief Executive Officer, Chan Heng Fai, and Heng Fai Holdings Limited, a company wholly owned by Mr.

Pursuant to the DSS Securities

Purchase Agreement, the Company will purchase 982,303 shares of DSS Inc., a NYSE-listed company.

These shares include 979,325 shares of

DSS common stock to be acquired from Mr.

Chan and 2,978 shares to be acquired from Heng Fai Holdings Limited (collectively, the “Shares”).

The Shares represent approximately 13.9% of the total issued and outstanding shares of DSS as of the date hereof.

As consideration for

the Shares, the Company will issue a total of 3,316,488 shares of its common stock to Mr.

Chan and Heng Fai Holdings Limited.

The consideration to be paid for the Shares is based on the relevant market closing price

of DSS common stock and the Company’s common stock as of May 3, 2024.

of the transactions described herein was granted by the Board of Directors of the Company (“the Board”) during a meeting

of the Board held on May 6, 2024.

The consideration

to be paid for the Shares is based on the relevant market closing price of DSS common stock and the Company’s common stock as of

Approval of the transactions

described herein was granted by the Board of Directors of the Company (“the Board”) during a meeting of the Board held on

Chan and Chan Tung Moe, another member of the Board and the son of Mr.

Chan, recused themselves

from discussion and voting on the approval of such transaction and the acquisition of the DSS Shares.

closing of the transactions contemplated by the DSS Securities Purchase Agreement remained subject to the approval of the Company’s

stockholders and no objection from the Nasdaq.

Chan, recused themselves from discussion and voting

on the approval of such transaction and the acquisition of the DSS Shares.

The closing of the transactions

contemplated by the DSS Securities Purchase Agreement remained subject to the approval of the Company’s stockholders and no objection

from the Nasdaq.

The parties subsequently mutually agreed not to proceed with this transaction.

that May or Are Currently Affecting Our Business

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

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

Our ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed,

and profitably integrate them into our existing operations;

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

to manage our overhead;

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

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

of Operations

of Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Reorganization

of Real Estate Business and Spin-off

August 1, 2025, the Company’s indirect majority-owned subsidiary Winning Catering Group, Inc.

(then known as LiquidValue Development

Inc., or “LVD”) entered into a Contribution Agreement with Alset Real Estate Holdings Inc., its wholly owned subsidiary (“Alset

Real Estate Holdings”).

Pursuant to the terms of the Contribution Agreement, LVD agreed to transfer its ownership of all of the

issued and outstanding shares of Alset EHome Inc., the company that owned substantially all of the assets and liabilities of LVD, to

Alset Real Estate Holdings.

On August 18, 2025, LVD completed the distribution of substantially all of its assets to holders of its common

stock as of August 15, 2025, in the form of a one-time special dividend (the “Distribution”).

The Distribution consisted

of all of the issued and outstanding shares of Alset Real Estate Holdings Inc., having an aggregate fair market value of approximately

$34.8 million as of the date of Distribution, and constituting substantially all of LVD’s net asset value.

LVD shareholders received

shares on a pro rata basis, based on the number of shares of the LVD’s common stock.

Following this transaction, LVD had no material

operations or sources of revenue and would be considered a shell company.

Because of the Contribution Agreement and the Distribution,

the Company’s ownership interest in Alset Real Estate Holdings Inc.

mirrors its ownership interest in LVD at the time of the Distribution.

Therefore, the Company’s ownership interest in Alset EHome Inc.

and its real estate business remains unchanged following the transactions

described above.

September 22, 2025, LiquidValue Development Inc.

changed its name to “Winning Catering Group, Inc.” in anticipation of a

planned merger pursuant to an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) entered into on May

30, 2025 (such merger has not yet closed as of the date hereof).

The Acquisition Agreement was entered into by LVD with (i) SeD Intelligent

Home Inc., a Nevada corporation, the majority shareholder of LVD and an indirect majority-owned subsidiary of the Company (“SeD”);

(ii) LVD Merger Corp., a Nevada corporation and wholly owned subsidiary of LVD (the “Merger Sub”);

(iii) Winning Catering

Management Limited, a British Virgin Islands corporation (“Winning Group”);

(iv) Winning Holdings Limited, a British Virgin

Islands corporation (“Winning Holdings”);

and (iv) Pure Talent Group Limited, a British Virgin Islands corporation (“PTGL”

and collectively, the “Parties”).

Pursuant to the terms of the Acquisition Agreement, the Merger Sub will merge with and

into Winning Group (the “Merger”), with Winning Group surviving the Merger.

Following the Merger, Winning Group will become

a wholly owned subsidiary of LVD.

In connection with the Merger and as part of the transaction structure, the Parties also agreed that:

3,754,897,728 new fully paid, non-assessable shares of LVD’s common stock will be issued to Winning Holdings and 234,681,108 shares

will be issued to PTGL.

At the closing of these transactions, (i) Winning Holdings will own 80% of the issued and outstanding shares

(ii) SeD and other existing stockholders will retain 15% of the LVD’s shares;

and (iii) PTGL will own 5% of LVD’s

Winning Group’s principal line of business is Wing Nin, a Hong Kong food and beverage brand.

Renowned for its cart noodles,

a Hong Kong staple, Wing Nin sells customizable bowls featuring a choice of noodle bases, a wide array of toppings, and a rich homemade

spicy curry sauce.

Wing Nin began as a street vendor in the 1960s and has expanded in recent years.

Today, Wing Nin has thirteen locations

across Hong Kong.

Matters that May or Are Currently Affecting

In addition to the matters

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

● Our ability to improve

our revenue through cross-selling and revenue-sharing arrangements among our diverse group of companies;

● Our ability to identify

complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed, and profitably integrate

them into our existing operations;

● Our ability to attract

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

● Our ability to control

our operating expenses as we expand each of our businesses and product and service offerings;

● The effects of public

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

Results of Operations

Summary of Statements of

Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Three- Months Ended

Six-months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine-months Ended

September 30,

Operating Expenses

3 unchanged sentences

$ (18,213,728 )

Other (Expenses) Income

$ (6,085,681 )

$ (11,615,507 )

Other Income (Expenses)

$ (7,068,004 )

Income Tax Expense

$ (8,841,142 )

$ (1,149,965 )

$ (18,346,034 )

Net Income (Loss)

$ (16,382,033 )

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

Three-months Ended

June 30, 2025

June 30, 2024

Total Revenue

Six-months Ended

June 30, 2024

June 30, 2025

$ (6,994,516 )

The following tables set forth

period-over-period changes in revenue for each of our reporting segments:

Transformation Technology

Nine-months Ended

September 30,

Digital Transformation Technology

Total Revenue

$ (5,045,988 )

was $1,098,962 and $1,127,046 for the three months ended June 30, 2025 and 2024, respectively.

Revenue was $2,167,265 and $7,213,253

for the six months ended June 30, 2025 and 2024, respectively.

The decrease in revenue is mainly caused by the fact that the remaining

properties in the Lakes at Black Oak and Alset Villas projects were sold in 2024.

late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project.

The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and were

expected to generate approximately $23 million of funds from operations, not including certain expenses that the Company was required

The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue.

The sale of remaining

lots closed on January 4, 2024 generating approximately $5.0 million revenue.

from rental business was $716,042 and $705,011 in the three months ended June 30, 2025 and 2024, respectively.

Revenue was $998,828 and $4,960,711 for the three months ended September

30, 2025 and 2024, respectively.

Revenue was $3,166,093 and $12,173,964 for the nine months ended September 30, 2025 and 2024, respectively.

The decrease in revenue is mainly caused by the fact that the remaining properties in the Lakes at Black Oak and Alset Villas projects

were sold in 2024.

In late 2022 and early 2023,

the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project.

The sales contemplated

by these contracts were contingent on certain conditions which the parties to such contracts had to meet and were expected to generate

approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay.

The sale of 335

lots closed in the first nine months of 2023 generating approximately $18.1 million revenue.

The sale of remaining lots closed on January

4, 2024 generating approximately $5.0 million revenue.

Revenue from rental business

was $1,433,847 and $1,425,505 in the six months ended June 30, 2025 and 2024, respectively.

The Company expects that the revenue from

this business will continue to increase as we acquire more rental houses and successfully rent them.

category described as “Other” includes corporate and financial services, food and beverage business, digital transformation

technology, and new venture businesses.

was $692,890 and $724,699 in the three months ended September 30, 2025 and 2024, respectively.

Revenue from rental business was $2,126,737

and $2,150,204 in the nine months ended September 30, 2025 and 2024, respectively.

The Company expects that the revenue from this business

will continue to increase as we acquire more rental houses and successfully rent them.

category described as “Other” includes corporate and financial services, food and beverage business, and new venture businesses.

“Other” includes certain costs that are not allocated to the reportable segments,

3 unchanged sentences

addressed as one independent category.

In the three months ended June 30, 2025 and 2024, the revenue from other businesses was $382,920

In the three months ended September 30, 2025 and 2024, the revenue from other businesses was $305,938

and $421,012, respectively.

In the six months ended June 30, 2025 and 2024, the revenue from other businesses was $733,418 and $755,248,

In the nine months ended September 30, 2025 and 2024, the revenue from other businesses was $1,039,205 and

$1,176,260, respectively, generated by Korean, Singaporean and Chinese café shops and restaurants.

of Revenues and Operating Expenses

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

Three-months Ended

June 30, 2025

June 30, 2024

Total Cost of Revenues

Six-months Ended

June 30, 2025

June 30, 2024

Cost of Revenues and Operating

The following tables sets

forth period-over-period changes in cost of revenues for each of our reporting segments:

Transformation Technology

Cost of Revenues

Nine-months Ended

September 30,

$ (5,977,184 )

Digital Transformation Technology

Total Cost of Revenues

$ (6,061,205 )

of revenues increased from $829,958 in the three months ended June 30, 2024 to $843,046 in the three months ended June 30, 2025.

of revenues decreased from $5,488,325 in the six months ended June 30, 2024 to $1,620,575 in the six months ended June 30, 2025.

decrease in cost of revenue is caused by the decrease in property sales from the Lakes at Black Oak project in 2025.

The last lots in

Lakes at Black Oak project were sold during 2024.

gross margin decreased from $297,088 to $255,916 in the three months ended June 30, 2024 and 2025, respectively.

Cost of revenues decreased from $2,949,824 in the three months ended September

30, 2024 to $756,369 in the three months ended September 30, 2025.

Cost of revenues decreased from $8,438,149 in the nine months ended

September 30, 2024 to $2,376,944 in the nine months ended September 30, 2025.

The decrease in cost of revenue is caused by the decrease

in property sales from the Lakes at Black Oak project in 2025.

The last lots in Lakes at Black Oak project were sold during 2024.

The gross margin decreased

from $1,724,928 to $546,690 in the six months ended June 30, 2024 and 2025, respectively.

The decrease of gross margin was caused by

the decrease in sales in the Lakes at Black Oak Project.

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

Three-months Ended

June 30, 2025

June 30, 2024

Digital Transformation Technology

Total Operating Expenses

Six-months Ended

June 30, 2025

June 30, 2024

from $2,010,887 to $242,459 in the three months ended September 30, 2024 and 2025, respectively.

The gross margin decreased from $3,735,815

to $789,149 in the nine months ended September 30, 2024 and 2025, respectively.

The decrease of gross margin was caused by the decrease

in sales in the Lakes at Black Oak Project.

The following tables sets

forth period-over-period changes in operating expenses for each of our reporting segments.

Transformation Technology

Operating Expenses

Nine-months Ended

September 30,

Digital Transformation Technology

Total Operating Expenses

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

Income (Expense)

the three months ended June 30, 2025, the Company had other expense of $6,085,681 compared to other income of $1,659,507 in the three

months ended June 30, 2024.

In the six months ended June 30, 2025, the Company had other expense of $11,615,507 compared to other expense

of $3,387,772 in the six months ended June 30, 2024 .

The loss/gain on foreign exchange transaction is the primary reason for the volatility in these two periods.

Foreign exchange transaction

loss was $4,834,398 in the three months ended June 30, 2025, compared to $845,350 gain in the three months ended June 30, 2024.

exchange transaction loss was $6,243,500 in the six months ended June 30, 2025, compared to $2,038,986 gain in the six months ended June

the three months ended June 30, 2025 the Company had net loss of $8,841,142 compared to net loss of $1,149,965 in the three months ended

June 30, 2024.

In the six months ended June 30, 2025, the Company had net loss of $18,346,034 compared to net loss of $8,463,756 in the

six months ended June 30, 2024.

and Capital Resources

real estate assets have decreased to $30,158,311 as of June 30, 2025 from $30,695,669 as of December 31, 2024.

This decrease reflects

depreciation expenses on the rental properties.

cash has decreased from $27,243,787 as of December 31, 2024 to $25,584,862 as of June 30, 2025.

Our liabilities decreased from $6,563,126

at December 31, 2024 to $4,738,149 at June 30, 2025.

Our total assets have decreased to $86,011,525 as of June 30, 2025 from $96,761,977

as of December 31, 2024 mainly due to decrease in cash and value of investment securities.

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

Other Income (Expense)

the three months ended September 30, 2025, the Company had other income of $ 4,547,503 compared to other income of $2,433,020 in the three

months ended September 30, 2024.

In the nine months ended September 30, 2025, the Company had other expense of $ 7,068,004 compared to

other expense of $954,752 in the nine months ended September 30, 2024 .

The loss/gain on foreign exchange transaction is the primary

reason for the volatility in these two periods.

Foreign exchange transaction gain was $1,448,155 in the three months ended September 30,

2025, compared to $3,673,699 loss in the three months ended September 30, 2024.

Foreign exchange transaction loss was $4,795,345 in the

nine months ended September 30, 2025, compared to $1,634,713 loss in the nine months ended September 30, 2024.

In the three months ended

September 30, 2025 the Company had net income of $1,964,001 compared to net income of $1,469,239 in the three months ended September 30,

In the nine months ended September 30, 2025, the Company had net loss of $16,382,033 compared to net loss of $6,994,516 in the nine

months ended September 30, 2024.

Liquidity and Capital Resources

Our real estate assets have

decreased to $29,889,632 as of September 30, 2025 from $30,695,669 as of December 31, 2024.

This decrease reflects depreciation expenses

on the rental properties.

Our cash has decreased from

$27,243,787 as of December 31, 2024 to $25,459,416 as of September 30, 2025.

Our liabilities decreased from $6,563,126 at December 31,

2024 to $4,711,668 at September 30, 2025.

Our total assets have increased to $169,106,722 as of September 30, 2025 from $96,761,977 as

of December 31, 2024 mainly due to increase in value of investment securities and purchasing equity investment.

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

Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance

amount of $18,500,000.

Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance amount

of $18,500,000.

The line of credit bore interest rate on LIBOR plus 375 basis points.

SeD Maryland Development LLC was also provided

with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000.

The L/C commission is 1.5% per annum on

the face amount of the L/C.

SeD Maryland Development LLC was also provided with

a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000.

The L/C commission is 1.5% per annum on the

face amount of the L/C.

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

The loan is a revolving line of credit.

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

Repayment of the Loan Agreement is

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

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

On December 14, 2023 approximately $201,751 was released from collateral, leaving approximately $100,000 as collateral for outstanding

letters of credit.

November 13, 2023, the Company entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,”

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

Pursuant to the terms of one of the aforementioned Agreements, the Seller agreed to sell approximately 142 single-family detached residential

lots comprising a section of a residential community in the Lakes at Black Oak.

The selling price of these lots was anticipated to equal

approximately $7.4 million.

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

the city of Magnolia, Texas.

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

Repayment of the Loan Agreement is secured

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

On March 15, 2022, approximately

$2,300,000 was released from collateral, leaving approximately $300,000 as collateral for outstanding letters of credit.

On December 14,

2023 approximately $201,751 was released from collateral, leaving approximately $100,000 as collateral for outstanding letters of credit.

On November 13, 2023, the

Company entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”)

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

Pursuant to the terms of one

of the aforementioned Agreements, the Seller agreed to sell approximately 142 single-family detached residential lots comprising a section

of a residential community in the Lakes at Black Oak.

The selling price of these lots was anticipated to equal approximately $7.4 million.

Pursuant to the other Agreement, the Seller agreed to sell 63 single-family detached residential lots in the city of Magnolia, Texas.

In 2021, our subsidiary Alset EHome Inc.

acquired approximately 19.5 acres of partially developed land near

Houston, Texas which was used to develop a community named Alset Villas.

Alset EHome was in the process of developing the 63 lots at

Alset Villas in 2023.

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

2024, the Seller closed the sale of 70 of the lots contemplated by that certain Agreement, generating approximately $3.8 million.

sale of the remaining 72 lots at Lakes at Black Oak closed on October 10, 2024 generating approximately $3.9 million.

The sale of 63

lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.

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

The Company expects

that approximately $8 million of the receivable will be collected within the next twelve months.

management believes that the available cash in bank accounts and favorable cash revenue from real estate projects are sufficient to fund

our operations for at least the next 12 months.

of Cash Flows for the Six Months Ended June 30, 2025 and 2024

Six-months Ended

Net cash used in operating activities

$ (6,374,812 )

$ (5,897,249 )

Net cash provided by investing activities

Net cash provided by (used in) financing activities

$ (21,351,570 )

Flows from Operating Activities

cash used in operating activities was $6,374,812 in the first six months of 2025, as compared to net cash used in operating activities

of $5,897,249 in the same period of 2024.

Purchase of trading securities and paying off payables in 2025 were the main reason for the

cash used in operating activities in that period.

Flows from Investing Activities

cash provided by investing activities was $19,616,855 in the six months ended June 30, 2024, compared to net cash provided of $1,675,912

in the six months ended June 30, 2025.

In the six months ended June 30, 2025, the Company issued $910,193 in loans to related parties

and spent $144,842 to purchase fixed assets.

At the same time, we received $117,804 from repayment of related party loan and $2,613,143

from the sale of securities of a related party.

In the six months ended June 30, 2024 issued $1,118,864 in loans to related parties and

$577,285 in loans receivable.

At the same time, we received $101,096 from repayment of related party loan and withdrew cash from trust

account of $21,102,871 for redemption of HWH’s shares.

Flows from Financing Activities

cash provided by financing activities was $2,326,244 in the six months ended June 30, 2025, compared to net cash used of $21,351,570

in the six months ended June 30, 2024.

The cash provided by financing activities in the first six months of 2025 was from proceeds from

issuing common stock of $2,614,983.

In that same period, the Company repaid $261,097 of note payable and repurchased its own stock for

The cash used in financing activities in the first six months of 2024 is caused by repayment of $378,960 of note payable and

repayment of HWH’s shares of $21,102,871.

In that same period, the Company borrowed $130,261 from commercial loan.

believe that inflation has not had a material impact on our results of operations for the six months ended June 30, 2025 or the year

ended December 31, 2024.

We cannot assure you that future inflation will not have an adverse impact on our operating results and financial

of Foreign Exchange Rates

effect of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to the

United States and which were approximately $30 million and $30 million on June 30, 2025 and December 31, 2024, respectively, are the

reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations

and Other Comprehensive Loss.

Because the intercompany loan balances between Singapore and United States will remain at approximately

$30 million over the next year, we expect this fluctuation of foreign exchange rates to still significantly impact the results of operations

in 2025, especially given that the foreign exchange rate may and is expected to be volatile.

If the amount of intercompany loan is lowered

in the future, the effect will be reduced.

acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used

to develop a community named Alset Villas.

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

of the transactions described above depended on the satisfaction of certain conditions.

On July 1, 2024, the Seller closed the sale of

70 of the lots contemplated by that certain Agreement, generating approximately $3.8 million.

The sale of the remaining 72 lots at Lakes

at Black Oak closed on October 10, 2024 generating approximately $3.9 million.

The sale of 63 lots at Alset Villas closed on December

16, 2024 generating approximately $3.8 million.

Additionally, the Company

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

The management believes that

the available cash in bank accounts and favorable cash revenue from real estate projects are sufficient to fund our operations for at

least the next 12 months.

Summary of Cash Flows for the Nine Months Ended

September 30, 2025 and 2024

cash (used in) provided by operating activities

cash provided by investing activities

cash provided by (used in) financing activities

Cash Flows from Operating

Net cash used in operating

activities was $5,491,443 in the first nine months of 2025, as compared to net cash used in operating activities of $8,751,416 in the

same period of 2024.

Purchase of trading securities and paying off payables in 2025 were the main reason for the cash used in operating

activities in that period.

Cash Flows from Investing

Net cash provided by investing

activities was $18,707,934 in the nine months ended September 30, 2024, compared to net cash provided of $614,518 in the nine months ended

September 30, 2025.

In the nine months ended September 30, 2025, the Company issued $1,918,240 in loans to related parties and spent $205,851

to purchase fixed assets and $40,000 to purchase security investment.

At the same time, we received $165,466 from repayment of related

party loan and $2,613,143 from the sale of securities of a related party.

In the nine months ended September 30, 2024, the Company issued

$1,368,083 in loans to related parties and $1,212,021 in loans receivable.

At the same time, we received $101,096 from repayment of related

party loan and withdrew cash from trust account of $21,102,871 for redemption of HWH’s shares.

Cash Flows from Financing

Net cash provided by

financing activities was $1,997,810 in the nine months ended September 30, 2025, compared to net cash used of $21,370,610 in the

nine months ended September 30, 2024.

The cash provided by financing activities in the first nine months of 2025 was from proceeds

from issuing common stock of $2,614,983.

In that same period, the Company repaid $275,374 of note payable, repurchased its own stock

for $420,273 and borrowed $78,474 from commercial loan.

The cash used in financing activities in the first nine months of 2024 is

caused by repayment of $398,000 of note payable and repayment of HWH’s shares of $21,102,871.

In that same period, the Company

borrowed $130,261 from commercial loan.

Impact of Inflation

We believe that inflation

has not had a material impact on our results of operations for the nine months ended September 30, 2025 or the year ended December 31,

We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

Impact of Foreign Exchange Rates

The effect of foreign exchange

rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to the United States and which were

approximately $30 million and $30 million on September 30, 2025 and December 31, 2024, respectively, are the reason for the significant

fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations and Other Comprehensive

Because the intercompany loan balances between Singapore and United States will remain at approximately $30 million over the next

year, we expect this fluctuation of foreign exchange rates to still significantly impact the results of operations in 2025, especially

given that the foreign exchange rate may and is expected to be volatile.

If the amount of intercompany loan is lowered in the future,

the effect will be reduced.

However, at this moment, we do not expect to repay the intercompany loans in the short term.

Growth Company Status

are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107

of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take advantage of these exemptions until we are no longer an emerging growth company or until we affirmatively and

irrevocably opt out of this exemption.

real estate business is subject to seasonal shifts in costs as certain work is more likely to be performed at certain times of the year.

This may impact the expenses of our subsidiary Alset EHome Inc.

Emerging Growth Company Status

We are an “emerging

growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides

that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the

Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay

the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take

advantage of these exemptions until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this

The real estate business is

subject to seasonal shifts in costs as certain work is more likely to be performed at certain times of the year.

This may impact the expenses

of our subsidiary Alset EHome Inc.

from time to time.

In addition, should we commence building homes, we

are likely to experience periodic spikes in sales as we commence the sales process at a particular location.

Quantitative and Qualitative Disclosures about Market Risk

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

required by this Item.

In addition, should we commence building homes, we are likely to experience periodic

spikes in sales as we commence the sales process at a particular location.

Quantitative and Qualitative Disclosures

about Market Risk

As a “smaller reporting

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

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What changed 10-Q

Item 2. Management’s Discussion and Analysis