What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-31 · 30 added, 71 removed, 728 unchanged (12% of the section changed)

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listed on the Singapore Stock Exchange, DSS, Inc., whose shares are listed on the NYSE American LLC Exchange, Sharing Services Global

Corporation, whose shares are listed on OTC Pink of the OTC Markets Group, Inc., Value Exchange International Inc., whose shares are

listed on OTCQB Venture Market of the OTC Markets Group, Inc., and HWH International Inc., whose shares are trading on the Nasdaq Global

(LiquidValue Development Inc.

Corporation, whose shares are quoted on the OTC Expert Market of the OTC Markets Group, Inc., Value Exchange International Inc., whose

shares are listed on OTC Expert Market of the OTC Markets Group, Inc., and HWH International Inc., whose shares are trading on the Nasdaq

Capital Market;

(Winning Catering Group, Inc.

and Hapi Metaverse Inc.

are not currently traded on any exchange).

The average trading volume

of the public shares is limited for some of these companies.

The average trading

volume of the public shares is limited for some of these companies.

In view of the limited public trading markets for some of these shares,

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of our officers and directors also serve as officers and directors of entities where we are the direct or indirect majority stockholder,

including but not limited to Alset International Limited, HWH International Inc., LiquidValue Development Inc.

and Hapi Metaverse Inc.

In addition, some of our officers and directors also serve as officers and directors of other businesses, including businesses that we

hold a non-majority positions in.

These officers may not commit their full time to our affairs, which may result in a conflict of interest

in allocating their time between our operations and the operations of our subsidiaries or other business ventures.

These officers are

not obligated to contribute any specific number of hours per week to our affairs.

While we do not believe that the time devoted to other

affairs will undermine their ability to fulfill their duties with respect to our Company, if the business affairs of our subsidiaries

or other ventures require them to devote substantial amounts of time to such affairs, it could limit their ability to devote time to

our affairs which may have a negative impact on our operations.

officers, including our Chairman, Chief Executive Officer Chan Heng Fai, will allocate some of their time to HWH International Inc.,

including but not limited to Alset International Limited, HWH International Inc., and Hapi Metaverse Inc.

In addition, some of our officers

and directors also serve as officers and directors of other businesses, including businesses that we hold a non-majority positions in.

These officers may not commit their full time to our affairs, which may result in a conflict of interest in allocating their time between

our operations and the operations of our subsidiaries or other business ventures.

These officers are not obligated to contribute any

specific number of hours per week to our affairs.

While we do not believe that the time devoted to other affairs will undermine their

ability to fulfill their duties with respect to our Company, if the business affairs of our subsidiaries or other ventures require them

to devote substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs which may have a negative

impact on our operations.

officers, including our Chairman and Chief Executive Officer Chan Heng Fai, will allocate some of their time to HWH International Inc.,

thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs.

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(“HWH International”), and Chan

Heng Fai, our Chairman, serves as a director of HWH International.

These officers may not commit their full time to our affairs, which

may result in a conflict of interest in allocating their time between our operations and HWH International’s operations.

officers are engaged in HWH International and are not obligated to contribute any specific number of hours per week to our affairs.

we do not believe that the time devoted to HWH International will undermine their ability to fulfill their duties with respect to our

Company, if the business affairs of HWH International require them to devote substantial amounts of time to such affairs, it could limit

their ability to devote time to our affairs which may have a negative impact on our operations.

Heng Fai, our Chairman, serves as a director and Chief Executive Officer of HWH International.

These officers may not commit their full

time to our affairs, which may result in a conflict of interest in allocating their time between our operations and HWH International’s

These officers are engaged in HWH International and are not obligated to contribute any specific number of hours per week

to our affairs.

While we do not believe that the time devoted to HWH International will undermine their ability to fulfill their duties

with respect to our Company, if the business affairs of HWH International require them to devote substantial amounts of time to such

affairs, it could limit their ability to devote time to our affairs which may have a negative impact on our operations.

international operations are subject to increased risks which could harm our business, operating results and financial condition.

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Our management may use a market comparison method to value other relatively small projects.

In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and

Equipment (“ASC 360”), we apply a fair value-based impairment test to the net book value assets on an annual basis and on

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

In addition to the annual assessment

of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), we apply a fair

value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances

indicate that an impairment loss may have occurred.

in foreign currency exchange rates affect our operating results.

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of operations, or otherwise harm our business.

are an “emerging growth company” and our election to delay adoption of new or revised accounting standards applicable to

public companies may result in our consolidated financial statements not being comparable to those of some other public companies.

a result of this and other reduced disclosure requirements applicable to emerging growth companies, our shares may be less attractive

to investors.

a company with less than $1.07 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company”

under the JOBS Act.

An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally

applicable to public companies.

In particular, as an emerging growth company, we:

not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over

financial reporting pursuant to the Sarbanes-Oxley Act;

not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing

how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements

(commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of

Financial Condition and Results of Operations, or MD&A;

eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the

intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the

adoption of new or revised financial accounting standards under §107 of the JOBS Act.

Our election to use the phase-in periods may

make it difficult to compare our consolidated financial statements to those of non-emerging growth companies and other emerging growth

companies that have opted out of the phase-in periods under §107 of the JOBS Act.

of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller

reporting company” under SEC rules.

For instance, smaller reporting companies are not required to obtain an auditor attestation

and report regarding management’s assessment of internal control over financial reporting, are not required to provide a compensation

discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure, and may present only two

years of audited financial statements and related MD&A disclosure.

the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our

initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time

that we no longer meet the definition of an emerging growth company.

In this regard, the JOBS Act provides that we would cease to be

an “emerging growth company” if we have more than $1.07 billion in annual revenue, have more than $700 million in market

value of our common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a

three-year period.

Under current SEC rules, however, we will continue to qualify as a “smaller reporting company” for so

long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last

business day of our most recently completed second fiscal quarter.

may find our shares less attractive due to our reliance on these exemptions.

This could impact our ability to raise funds in the future.

will incur increased costs as a result of being a U.S.

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of March 31, 2026, we have 250,000,000 shares of common stock authorized, and 38,895,830 shares of common stock outstanding.

shares, 7,577,357 shares are freely tradable.

securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they

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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 1A. Risk Factors