What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-31 · 136 added, 111 removed, 467 unchanged (35% of the section changed)

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(“DSS”), an indirect 45.8% equity interest in Value Exchange International, Inc., a

29.0% equity interest in Sharing Services Global Corporation and 39.7% equity interest in Impact Biomedical Inc.

American Pacific

Financial, Inc.

is a financial network holding company.

29.0% equity interest in Sharing Services Global Corporation, and a 41.5% equity interest in New Energy Asia Pacific Company Limited.

American Pacific Financial, Inc.

is a financial network holding

DSS is a multinational company operating businesses with five divisions:

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

product packaging, biotechnology, direct

marketing, commercial lending, and securities and investment management.

is listed on the NYSE American (NYSE:

Exchange International, Inc.

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

Sharing Services Global Corporation (OTC Pink:

SHRG), is a publicly traded company dedicated to building shareholder value by

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

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

Impact BioMedical Inc.

is focused on

discovery, development, and commercialization of products and technologies to address unmet needs in human healthcare and wellness

for specialty biopharmaceuticals, antivirals, antimicrobials, consumer healthcare, and wellness products in the United

Impact BioMedical Inc.

is listed on NYSE American (NYSE:

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

Sharing Services Global Corporation (OTC:

SHRG), is a publicly traded company dedicated to building shareholder value

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

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

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

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same basis as disclosed in the Consolidated Statements of Income.

CODMs do not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the

Notes to the Financial Statements.

Costs excluded from segment income (loss) before taxes and reported

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

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

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

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our assets on an ongoing basis in order to ensure that we own no less than a majority, or other control, of Alset International and that

Alset International, in turn, owns no less than a majority, or other control, of LiquidValue Development Inc.

Alset International, in turn, owns no less than a majority, or other control, of Alset Real Estate Holdings Inc.

and other such subsidiaries

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Development Business

property development business is primarily conducted through our indirect subsidiary, LiquidValue Development Inc.

(“LiquidValue

Development”), a 99.9%-owned U.S.

property development business is primarily conducted through our indirect subsidiary, Alset Real Estate Holdings Inc.

Holdings”), a 99.9%-owned U.S.

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

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to pre-sell these lots before they are fully developed.

LiquidValue Development’s main asset is a subdivision development project

near Houston, Texas (known as Lakes at Black Oak).

Alset RE Holdings’ main asset is a subdivision development project near

Houston, Texas (known as Lakes at Black Oak).

property development business is headquartered in Bethesda, Maryland.

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business accounted for 0% and 79% of our total revenues, respectively.

October 28, 2022, 150 CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership and subsidiary of the Company, entered

into a Contract for Purchase and Sale and Escrow Instructions (the “2022 Agreement”) with Century Land Holdings of Texas,

LLC, a Colorado limited liability company (“Century”).

Pursuant to the terms of the Agreement, the Seller agreed to sell

approximately 242 single-family detached residential lots comprising a residential community in the city of Magnolia, Texas.

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

the Amendment, the parties agreed that Century would purchase approximately 131 single-family detached residential lots, instead of 242

This transaction closed on April 13, 2023.

March 17, 2023, 150 CCM Black Oak Ltd.

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

with Rausch Coleman Homes Houston, LLC, a Texas limited liability company (“Rausch Coleman”).

Pursuant to the terms of the

RC Purchase and Sale Agreement, the Seller has agreed to sell approximately 110 single-family detached residential lots which comprise

a section of the Lakes at Black Oak.

The transaction closed on May 15, 2023.

March 17, 2023, 150 CCM Black Oak Ltd.

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

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

The sale of the first 70 lots

closed on July 1, 2024 generating approximately $3.8 million.

The sale of the remaining 72 lots at Lakes at Black Oak

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

The sale of 63 lots at Alset Villas closed on December 16, 2024 generating

approximately $3.8 million.

The sale of the first 70 lots closed

on July 1, 2024 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.

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

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

Reorganization

of Property Development 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.

Rental Business

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Pursuant to this agreement, the Company

has become the direct owner of AHR and its subsidiaries that collectively own these 112 homes, instead of such homes being owned indirectly

through Alset International Limited’s subsidiaries.

has become the direct owner of American Home REIT Inc.

(“AHR”) and its subsidiaries that collectively own these 112 homes,

instead of such homes being owned indirectly through Alset International Limited’s subsidiaries.

sold AHR to Alset Inc.

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associated with property development in the United States and create new ancillary service opportunities and revenue from this business.

our subsidiaries, we will explore the potential to pursue other business opportunities related to real estate.

The Company is evaluating

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

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

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

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

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

The Company also

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

The Company intends to continue

to explore other projects in and around Houston, Texas and bring this concept to other strategic parts of the U.S.

Transformation Technology

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

We compete with numerous direct sales companies

in South Korea.

Company hold 39.7% ownership in Impact BioMedical Inc.

April 23, 2025, the Company completed the sale of HWH World Inc.

by Health Wealth Happiness Pte.

(“HWHPL”) to AES Group

(“AES”), a Korean entity.

The sale was consummated under a term sheet signed on April 20, 2025, pursuant to which the

Company agreed to transfer its 100% equity interest in HWHKOR to AES.

In exchange, AES agreed to issue new shares, representing 19.9%

of the enlarged share capital of AES to the Company upon closing.

Total of $384,356 gain was generated from this deal and recorded in

the Company’s statement of operations.

of December 31, 2024, the Company held a 39.7% ownership in Impact BioMedical Inc.

(“Impact BioMedical”).

Impact BioMedical is focused on discovery,

development, and commercialization of products and technologies to address unmet needs in human healthcare and wellness for specialty

biopharmaceuticals, antivirals, antimicrobials, consumer healthcare, and wellness products in the United States.

Impact BioMedical

is listed on NYSE American (NYSE:

is focused on discovery, development, and commercialization of products and technologies to address unmet needs in human healthcare and

wellness for specialty biopharmaceuticals, antivirals, antimicrobials, consumer healthcare, and wellness products in the United States.

Impact BioMedical is listed on NYSE American (NYSE:

Between March 31, 2025 and April 4, 2025, the Company and its subsidiaries

Alset International Limited and Global Biomedical Pte.

collectively sold the Company’s entire equity interest in Impact Biomedical

consisting of 4,568,165 shares of Impact’s common stock.

The disposition of the Impact stock was made through several sales

on the market through a broker.

These transactions generated total proceeds of $4,184,575 and resulted in a recognized loss of $2,439,264.

Business Activities

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(“Alset F&B PLQ”) each acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively.

These licenses allow Alset F&B One and Alset F&B PLQ each to operate a Killiney Kopitiam restaurants

in Singapore.

Killiney Kopitiam, founded in 1919, is a Singapore-based chain of mass-market, traditional kopitiam style service cafes

selling traditional coffee and tea, along with a range of local delicacies such as Curry Chicken, Laksa, Mee Siam, and Mee Rebus.

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

These licenses

allow Alset F&B One and Alset F&B PLQ each to operate a Killiney Kopitiam restaurants in Singapore.

Killiney Kopitiam, founded

in 1919, is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling traditional coffee and tea, along

with a range of local delicacies such as Curry Chicken, Laksa, Mee Siam, and Mee Rebus.

In the second quarter of 2024, the Company ceased

operations of its subsidiary Alset F&B (PLQ) Pte.

The Company, through Hapi Cafe Inc.

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fitness, productivity, and recreation all under one roof.

February of 2024, HCI-T acquired an additional café in South Korea.

On September 13, 2025, the Company ceased operations of its subsidiary Hapi

Café Korea Inc.

2023 the Company incorporated new subsidiaries Guangdong LeFu Wealth Investment Consulting Co., Ltd.

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problem asset management, SPAC (special purpose acquisition company) consulting services, and advisory capital raising services.

Company acquired 4,775,523 shares of the Class B common stock of APF, representing approximately 86.4% of the total common stock of APF.

On September 8, 2021 APF sold 6,666,700 shares Series A Common Stock to DSS, Inc.

for $40,000,200 cash.

As a result of such share issuance,

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

Acquisition of New Energy Asia Pacific Inc.

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

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

stockholder of the Company.

Pursuant to the Term Sheet, the Company will purchase from the Seller all of the issued and outstanding shares

of New Energy Asia Pacific Inc.

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

NEAPI owns 41.5% of the issued

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

the terms of the Term Sheet, the consideration for the acquisition of NEAPI will be $103,750,000, to be paid in the form of a convertible

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

The Note will have a term of five years and will pay interest at

a rate of 3% per annum.

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

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

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

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

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

The closing of this acquisition will

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

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

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.

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solutions for the future.

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

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

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

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

ongoing development planned in various parts of the world.

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

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

The Company’s

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

financial point of view.

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

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

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

Investing Activities

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.

Additionally, on July 23, 2025, Mr.

Chan converted the entire balance of the $83,000,000 Convertible Note into 27,666,667 restricted

shares of the Company’s common stock.

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

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We also maintain leased spaces in Singapore, Hong Kong, South Korea, China and

Taiwan through leased spaces aggregating approximately 20,337 square feet, under leases expiring on various dates from July 2025 to April

Taiwan through leased spaces aggregating approximately 25,000 square feet, under leases expiring on various dates from May 2026 to April

The leases have rental rates ranging from $1,321 to $23,020 per month.

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

What changed 10-K

Item 1. Business