What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 760 added, 524 removed, 678 unchanged (65% of the section changed)

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that the ineffective controls over financial reporting constitute a material weakness.

The Company has limited accounting

personnel, and as such, is unable to properly segregate duties relating to the Company’s internal controls over financial reporting.

Additionally, well-defined accounting policies and procedures have not been established and many financial close

procedures, including period-end review and reconciliations, did not occur on a timely basis or failed to identify material adjustments.

Company has limited accounting personnel, and as such, is unable to properly segregate duties relating to the Company’s internal

controls over financial reporting.

Additionally,

well-defined accounting policies and procedures have not been established and many financial close procedures, including period-end review

and reconciliations, did not occur on a timely basis or failed to identify material adjustments.

annual report filed on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding

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Other Information.

Bonus Payments

On December 26, 2025, one of the Company’s subsidiaries

resolved to pay our Chairman and Chief Executive Officer, Chan Heng Fai, a bonus in addition to existing compensatory arrangements.

January 16, 2026, Mr.

Chan received a bonus of $950,000 from BMI Capital Partners International Limited.

On December 26, 2025, one of the Company’s subsidiaries

resolved to pay Chan Tung Moe, our Co-Chief Executive Officer and a member of our Board, a bonus in addition to existing compensatory

arrangements.

On January 5, 2026, Chan Tung Moe received a bonus of $950,000 from Alset International Limited.

An entity owned by Charles MacKenzie, Chief Development

Officer of the Company, was also paid a bonus of $120,000 in addition to other, monthly compensation arrangements.

Trading Arrangements

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since October 2014 and as its Chairman of the Board since July 2021.

Chan has served as a director of the Company’s subsidiary, LiquidValue Development Inc.

since January 2017 and has served as

its Chairman of the Board since December 2017.

Chan has served as a director of DSS, Inc., a NYSE listed company, since January 2017

and has served as its Chairman of the Board since March 2019.

Chan has served as a director of Sharing Services Global Corporation,

an OTC Pink listed company, since April 2020 and has served as its Chairman of the Board since July 2021.

Chan has served as a director of the Company’s subsidiary, Winning Catering Group, Inc.

(formerly known as LiquidValue Development

Inc.) since January 2017 and has served as its Chairman of the Board since December 2017.

Chan has served as a director of DSS, Inc.,

a NYSE listed company, since January 2017 and has served as its Chairman of the Board since March 2019.

Chan has served as Chairman

of the Board of the Company’s subsidiary, HWH International Inc., a Nasdaq listed company, since October 2021 and served as its

Chief Executive Officer from October 2021 to January 2024.

Chan has served as a director of Value Exchange International, Inc., an

OTCQB listed company, since December 2021.

Chan has served as a director of Impact BioMedical, Inc., a Nasdaq listed company, since

Chan was the Executive Chairman of China Gas Holdings Limited, an HKSE listed company, an investor and operator of the city gas pipeline

of the Board of the Company’s subsidiary, HWH International Inc., a Nasdaq listed company, since October 2021, served as its Chief

Executive Officer from October 2021 to January 2024 and since October 2025.

Chan has served as a director of Value Exchange International,

Inc., an OTC Markets listed company, since December 2021.

Chan has served as a director of Impact BioMedical, Inc., a Nasdaq listed

company, since March of 2025.

Chan has served as non-executive director of True Partner Capital Holding Limited, a HKSE listed company,

since June 2025.

Chan was the Executive Chairman of China Gas Holdings Limited, an HKSE listed company, an investor and operator of city gas pipeline

infrastructure in China from 1997 to 2002.

Chan served as a director of Zensun Enterprises Limited (formerly Heng Fai Enterprises

Limited), a HKSE listed company, an investment holding company, from September 1992 to 2015, and as the Managing Chairman from 1995 to

Chan served as director of Skywest Ltd., a public Australian airline company from 2005

Chan was the Managing Director of SingHaiyi Group Ltd.

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company formerly listed on the SGX, from March 2003 to September 2013.

Chan served as a director of Skywest Ltd., a public Australian

airline company from 2005 to 2006.

Chan served as a director of Holista CollTech Ltd., an ASX listed company, from July 2013 until

Chan served as a director of Global Medical REIT Inc., a NYSE listed company, a healthcare facility real estate company,

from December 2013 to July 2015.

Chan served as a director of OptimumBank Holdings, Inc., a NYSE listed company, from June 2018 until

Chan served as a director of Heng Fai Enterprises Limited

(now known as Zensun Enterprises Limited), an HKSE listed company, an investment holding company, from September 1992 to 2015, and as

the Managing Chairman from 1995 to 2015.

Chan served as a director of Global Medical REIT Inc., a NYSE listed company, a healthcare

facility real estate company, from December 2013 to July 2015.

Chan served as a director of RSI International Systems, Inc.

(now known as ARCpoint Inc.), a TSXV listed company, the

developer of RoomKeyPMS, a web-based property management system, from June 2014 to February 2019.

known as ARCpoint Inc.), a TSXV listed company, the developer of RoomKeyPMS, a web-based property management system, from June 2014 to

February 2019.

Chan served as director of Holista CollTech Ltd., an ASX listed company, from July 2013 until June 2021.

served as a director of OptimumBank Holdings, Inc.

from June 2018 until April 2022.

Chan served as a director of Sharing Services

Global Corporation, an OTC Markets listed company, from April 2020 to July 2025 and served as its Chairman of the Board from July 2021

to July 2025.

Chan has committed that the majority of his time will be devoted to managing the affairs of our company and its subsidiaries;

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an independent non-executive director of Alset International since January 2017.

Wong has been an independent non-executive director

of Roma Group Limited, a valuation and technical advisory firm, since March 2016, and has served as an independent non-executive director

of Lerthai Group Limited, a property, investment, management and development company, since December 2018.

Wong has served as a director of Value Exchange

International Inc., an OTC Markets listed company, since April 2022.

Wong has been an independent non-executive director of Roma

Group Limited, a valuation and technical advisory firm, since March 2016, and has served as an independent non-executive director of

Lerthai Group Limited, a property, investment, management and development company, since December 2018.

Previously, he served as the

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since January 2022.

Wu previously served as the Executive Director and the Chief

Executive Officer of Power Financial Group Limited from November 2017 to January 2019.

Wu has served as a member of the Board of

Directors of DSS, Inc.

Wu has served as an independent non-executive director of

JY Grandmark Holdings Limited since November 2019.

Wu previously served as the Executive Director and the Chief Executive Officer

of Power Financial Group Limited from November 2017 to January 2019.

Wu has served as a member of the Board of Directors of DSS,

since October 2019.

Wu has served as a director of Asia Allied Infrastructure Holdings Limited since February 2015.

Wu previously served as a director and the Chief Executive Officer of RHB Hong Kong Limited from April 2011 to October 2017.

Wu served as the Chief Executive Officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings Limited)

from April 2006 to September 2010.

Wu holds a Bachelor of Business Administration degree and a Master of Business Administration

degree of Simon Fraser University in Canada.

He was qualified as a chartered financial analyst of The Institute of Chartered Financial

Analysts in 1996.

Wu previously

served as a director and the Chief Executive Officer of RHB Hong Kong Limited from April 2011 to October 2017.

Wu served as the Chief

Executive Officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to

September 2010.

Wu holds a Bachelor of Business Administration degree and a Master of Business Administration degree of Simon Fraser

University in Canada.

He was qualified as a chartered financial analyst of The Institute of Chartered Financial Analysts in 1996.

Wu previously worked for a number of international investment banks and possesses over 29 years of experience in the investment banking,

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Shui Yeung joined the Board of Directors of our Company in November 2021.

Wong is a practicing member and fellow member of Hong

Kong Institute of Certified Public Accountants and holds a bachelor’s degree in business administration.

He has over 25 years’

experience in accounting, auditing, corporate finance, corporate investment and development, and company secretarial practice.

has served as an independent non-executive director of Alset International Limited since June 2017, the shares of which are listed on

the Catalist Board of Singapore Stock Exchange.

Wong is the Chairman of the Audit and Risk Management Committee and the Remuneration

Committee of Alset International Limited.

Wong has served as a member of the Board of Directors of HWH International Inc.

Wong is a practicing member and fellow member of

Hong Kong Institute of Certified Public Accountants and holds a bachelor’s degree in business administration.

He has over 25

years’ experience in accounting, auditing, corporate finance, corporate investment and development, and company secretarial

Wong has served as an independent non-executive director of Alset International Limited since June 2017, the shares of

which are listed on the Catalist Board of the Singapore Stock Exchange.

Wong is the Chairman of the Audit and Risk Management

Committee and the Remuneration Committee of Alset International Limited.

Wong has served as a member of the Board of Directors

of HWH International Inc.

since January 2022.

Wong has served as a member of the Board of Directors of Value Exchange International Inc.

since April 2022, the shares of

which are listed on OTCQB.

Wong has served as a member of the Board of Directors of DSS, Inc.

since July 2022, the shares of which

are listed on NYSE.

Wong has served as a member of the Board of Directors of First Credit Finance Group Limited since February 2024,

the shares of which are listed on HKSE.

Wong was an independent non-executive director of SMI Holdings Group Limited from April 2017

to December 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong Limited and was an independent

non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019 to November 2020, the shares of which were

listed on the Main Board of The Stock Exchange of Hong Kong Limited.

Wong has served as a member of the Board of Directors of Value Exchange

International Inc.

since April 2022, the shares of which are listed on OTC Markets.

Wong has served as a member of the Board of

Directors of DSS, Inc.

since July 2022, the shares of which are listed on the NYSE.

Wong was an independent non-executive director of First Credit Finance Group Limited from February 2024 to January

2026, the shares of which were listed on the HKSE.

Wong’s knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business, as well as working

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Officer and as the Chief Strategic Officer of the Company’s subsidiary HWH International Inc., a Nasdaq listed company, since February

Lim has served as a director of Value Exchange International Inc., an OTCQB listed company, since December 2023.

Lim has over 8 years of experience in business development, merger & acquisitions, corporate restructuring and strategic planning

and execution.

Lim manages business development efforts for Alset International Limited, focusing on corporate strategic planning,

merger and acquisition and capital markets activities.

Lim oversees and ensures the executional efficiency of the Group and facilitates

internal and external stakeholders on the implementation of the Group’s strategies.

Lim liaises with corporate partners or

investment prospects for potential working/investment collaborations, and operational subsidiaries locally and overseas to augment close

parent-subsidiary working relationship.

Lim graduated from Singapore Nanyang Technological University with a Bachelor’s Degree

with Honors in Business, specializing in Banking and Finance.

2024, and as a member of its board of directors since October 2025.

Lim has served as a director of Value Exchange International

Inc., an OTC Markets listed company, since December 2023.

Lim has over 9 years of experience in business development, merger &

acquisitions, corporate restructuring and strategic planning and execution.

Lim manages business development efforts for Alset International

Limited, focusing on corporate strategic planning, merger and acquisition and capital markets activities.

Lim oversees and ensures

the executional efficiency of the Group and facilitates internal and external stakeholders on the implementation of the Group’s

Lim liaises with corporate partners or investment prospects for potential working/investment collaborations, and operational

subsidiaries locally and overseas to augment close parent-subsidiary working relationship.

Lim graduated from Singapore Nanyang Technological

University with a Bachelor’s Degree with Honors in Business, specializing in Banking and Finance.

board of directors appointed Mr.

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In October 2022, she became a director of Alset Inc.

Wong also serves as Senior Consultant of A-link Services Limited, a consulting

company that brings together professionals with rich experience in different fields to provide the most suitable solutions to meet the

needs of different clients.

Additionally, Ms.

Wong also serves as Director of A-link Services Limited, a consulting company

that brings together professionals with rich experience in different fields to provide the most suitable solutions to meet the needs

of different clients.

In addition, Ms.

Wong also serves as Senior Consultant of Global Intelligence Trust, which provides professional

trust services to individual, corporate, and institutional customers.

trust service to individual, corporate and institutional customers.

Wong has served as a member of the Board of Directors of DSS,

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Wai Leung Alan has been our Co-Chief Financial Officer since March 2018.

Lui served as the Company’s subsidiary, Alset

International Limited, a SGX listed company, as the Acting Chief Financial Officer from June 2016 to October 2016, and has been the Chief

Financial Officer since November 2016.

Lui has served as an Executive Director of Alset International Limited since July 2020.

Lui has served as a director and Chief Financial Officer of the Company’s subsidiary, BMI Capital Partners International Ltd.,

a Hong Kong investment consulting company, since October 2016.

Lui has served as the Co-Chief Financial Officer of the Company’s

subsidiary, LiquidValue Development Inc.

since December 2017 and has served as the Co-Chief Financial Officer of the Company’s

subsidiary, Alset EHome Inc.

With extensive expertise in corporate finance, strategic

planning, and treasury management, Mr.

Lui plays a significant role in driving the Company’s financial performance.

financial and management reporting, financing operations, and treasury investments, ensuring the Company maintains a robust financial

A key part of his responsibilities is assessing operational effectiveness and internal controls to ensure the Company adheres

to the highest standards of governance and efficiency.

Lui has served as the Chief Financial Officer of the Company’s subsidiary,

Alset International Limited, an SGX listed company, since November 2016.

Lui has served as an Executive Director of Alset International

Limited since July 2020.

Lui has served as a director and Chief Financial Officer of the Company’s subsidiary, BMI Capital

Partners International Ltd., a Hong Kong investment consulting company, since October 2016.

Lui has served as the Co-Chief Financial

Officer of the Company’s subsidiary, Winning Catering Group, Inc.

(formerly known as LiquidValue Development Inc.) since December

2017 and has served as the Co-Chief Financial Officer of the Company’s subsidiary, Alset EHome Inc.

since October 2017.

Lui has served as Chief Financial Officer of the Company’s subsidiary, Hapi

Metaverse Inc.

has served as Chief Financial Officer of the Company’s subsidiary, Hapi Metaverse Inc.

since May 2016.

From June 1997 through March 2016, Mr.

Lui served in various executive roles at Zensun Enterprises Limited,

an HKSE listed company, including as the Financial Controller.

Lui oversaw the financial and management reporting focusing on its

financing operations, treasury investment and management.

He has extensive experience in financial reporting, taxation and financial

consultancy and management.

Lui is a certified practicing accountant in Australia and received a Bachelor’s degree in Business

Administration from the Hong Kong Baptist University.

He gained over a decade

of experience as a Financial Controller at an HKSE-listed company, where he honed his expertise in financial leadership and corporate

Lui is a certified practicing accountant in Australia and received a Bachelor’s degree in Business Administration

from the Hong Kong Baptist University.

Wei has been our Co-Chief Financial Officer since March 2018.

Wei has served as the Chief Financial Officer of LiquidValue Development

since March 2017.

Wei has also served as the Chief Financial Officer of HWH International Inc.

Wei has served as the Chief Financial Officer of Winning Catering

(formerly known as LiquidValue Development Inc.) since March 2017.

Wei has also served as the Chief Financial Officer

of HWH International Inc.

since October 2021.

a finance professional with nearly 20 years of experience working in public and private corporations in the United States.

Financial Officer of SeD Development Management LLC, Mr.

Wei is responsible for oversight of all finance, accounting, reporting and taxation

activities for that company.

Prior to joining SeD Development Management LLC in August 2016, Mr.

Wei is a finance professional with nearly 20 years of experience working in public

and private corporations in the United States.

As the Chief Financial Officer of SeD Development Management LLC, Mr.

Wei is responsible

for oversight of all finance, accounting, reporting and taxation activities for that company.

Prior to joining SeD Development Management

LLC in August 2016, Mr.

Wei worked for several different U.S.

multinational and private companies including serving as Controller at American Silk Mill, LLC, a textile manufacturing and distribution

company, from August 2014 to July 2016, serving as a Senior Financial Analyst at Air Products & Chemicals, Inc., a manufacturing

company, from January 2013 to June 2014, and serving as a Financial/Accounting Analyst at First Quality Enterprise, Inc., a personal

products company, from 2011 to 2012.

Wei served as a member of the Board Directors of Amarantus Bioscience Holdings, Inc., a biotech

company, from February to May 2017, and has served as the Chief Financial Officer of that company from February 2017 until November 2017.

Wei came to the United States, he worked as an equity analyst at Hong Yuan Securities, an investment bank in Beijing, China,

concentrating on industrial and public company research and analysis.

Wei is a certified public accountant and received his Master

of Business Administration from the University of Maryland and a Master of Business Taxation from the University of Minnesota.

also holds a Master in Business degree from Tsinghua University and a Bachelor’s degree from Beihang University.

multinational and private companies including serving as Controller at

American Silk Mill, LLC, a textile manufacturing and distribution company, from August 2014 to July 2016, serving as a Senior Financial

Analyst at Air Products & Chemicals, Inc., a manufacturing company, from January 2013 to June 2014, and serving as a Financial/Accounting

Analyst at First Quality Enterprise, Inc., a personal products company, from 2011 to 2012.

Wei served as a member of the Board Directors

of Amarantus Bioscience Holdings, Inc., a biotech company, from February to May 2017, and has served as the Chief Financial Officer of

that company from February 2017 until November 2017.

Wei came to the United States, he worked as an equity analyst at Hong

Yuan Securities, an investment bank in Beijing, China, concentrating on industrial and public company research and analysis.

is a certified public accountant and received his Master of Business Administration from the University of Maryland and a Master of Business

Taxation from the University of Minnesota.

Wei also holds a Master in Business degree from Tsinghua University and a Bachelor’s

degree from Beihang University.

MacKenzie was appointed our Chief Development Officer in December 2019.

MacKenzie has served as a member of the Board of Directors

of LiquidValue Development Inc.

since December 2017.

He has served as the Chief Executive Officer-United States of Alset EHome Inc.

April 2020 and has served as the Chief Development Officer for SeD Development Management, a subsidiary of Alset EHome Inc., since July

MacKenzie has also served as a member of the Board of Directors of Alset EHome Inc.

of Winning Catering Group, Inc.

(formerly known as LiquidValue Development Inc.) since December 2017.

He has served as the Chief Executive

Officer-United States of Alset EHome Inc.

since April 2020 and has served as the Chief Development Officer for SeD Development Management,

a subsidiary of Alset EHome Inc., since July 2015.

MacKenzie has also served as a member of the Board of Directors of Alset EHome

since October 2017.

He was previously the

Chief Development Officer for Inter-American Development (IAD), a subsidiary of Heng Fai Enterprises Limited (now known as Zensun Enterprises

Limited) from April 2014 to June 2015.

MacKenzie is the Founder and President of MacKenzie Equity Partners, specializing in mixed-use

real estate investments since 2006, and served in various brokerage and development roles with MacKenzie Commercial Real Estate Services

from 1997 to 2006.

MacKenzie was also the owner of Smartbox Portable Storage, a residential moving and storage company, from October

2006 to a successful sale in February 2017.

MacKenzie focuses on acquisitions and development of residential and mixed-use projects

within the United States.

MacKenzie specializes in site selection, contract negotiations, marketing and feasibility analysis, construction

and management oversight, building design and investor relations.

Mackenzie has developed over 1,300 residential units including

single family homes, multifamily, and senior living dwellings totaling more than $110 million and over 650,000 square feet of commercial

real estate valued at over $100 million.

He was previously the Chief Development Officer for Inter-American Development (IAD), a subsidiary of Heng Fai

Enterprises Limited (now known as Zensun Enterprises Limited) from April 2014 to June 2015.

MacKenzie is the Founder and President

of MacKenzie Equity Partners, specializing in mixed-use real estate investments since 2006, and served in various brokerage and development

roles with MacKenzie Commercial Real Estate Services from 1997 to 2006.

MacKenzie was also the owner of Smartbox Portable Storage,

a residential moving and storage company, from October 2006 to a successful sale in February 2017.

MacKenzie focuses on acquisitions

and development of residential and mixed-use projects within the United States.

MacKenzie specializes in site selection, contract

negotiations, marketing and feasibility analysis, construction and management oversight, building design and investor relations.

Mackenzie has developed over 1,300 residential units including single family homes, multifamily, and senior living dwellings totaling

more than $110 million and over 650,000 square feet of commercial real estate valued at over $100 million.

MacKenzie received a B.A.

and graduate degree from St.

Lawrence University, where he served

on Board of Trustees from 2003 to 2007.

Lawrence University, where he served on Board of Trustees from 2003 to 2007.

Gershon has been our Chief Legal Officer since October 2018.

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of our Company.

Option Awards

Non-equity Incentive Plan Compensation

Non-qualified Deferred Compensation Earnings

All Other Compensation

Chan Heng Fai

Chairman and Chief Executive Officer (1)

Chan Tung Moe

Co-Chief Executive Officer (2)

Lui Wai Leung Alan

Co-Chief Financial Officer (3)

Co-Chief Financial Officer

Charles MacKenzie

Chief Development Officer (4)

Incentive Plan Compensation

Non-qualified

Deferred Compensation Earnings

Other Compensation

and Chief Executive Officer (1)

and Co-Chief Executive Officer (4)

Wai Leung Alan

Financial Officer (6)

Financial Officer

Development Officer (7)

Chan Heng Fai is compensated by Alset International Limited.

On April 15, 2025, the Board awarded the Company’s Chairman and Chief Executive Officer, Chan Heng Fai, 1,000,000 restricted shares

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

The AEI Shares were granted to Mr.

Chan as compensation for services

rendered to the Company pursuant to the terms of the 2025 Plan.

Under the terms and conditions of the award agreement, the AEI Shares

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

On November 26, 2025, the

Board of Directors of HWH International Inc.

(“HWH”), the Company’s subsidiary, awarded the Chan Heng Fai 1,000,000

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

The HWH Shares were granted to Mr.

Chan as compensation

for services rendered to HWH pursuant to the terms of HWH’s 2025 Incentive Compensation Plan.

The HWH Shares are not part of Mr.

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

The combined value of the awards from

the Company and HWH is deemed to be $2,420,125.

(3) On December 26, 2025, one of the Company’s

subsidiaries resolved to pay Chan Heng Fai a bonus in addition to existing compensatory arrangements.

On January 16, 2026, Mr.

Chan received

a bonus of $950,000 from BMI Capital Partners International Limited.

Chan Tung Moe is compensated by Alset International Limited and Alset Business Development Pte.

Ltd., the Company’s subsidiary.

(5) On December 26, 2025, one of the Company’s

subsidiaries resolved to pay Chan Tung Moe a bonus in addition to existing compensatory arrangements.

On January 5, 2026, Chan Tung Moe

received a bonus of $950,000 from Alset International Limited.

Lui Wai Leung Alan is compensated by Alset International Limited.

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Company’s Co-CEO, Chan Tung Moe.

Based on the agreement, Chan Tung Moe’s compensation will include a fixed salary of $10,000

Based on the agreement, Chan Tung Moe’s compensation included a fixed salary of $10,000

In addition, Chan Tung Moe was paid a signing bonus of $60,000.

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Chan Tung Moe is also compensated by Alset International Limited for his services.

Tung Moe’s salary from Alset International Limited is currently SGD $18,554 per month.

Chief Development Officer Charles MacKenzie is compensated by a subsidiary of our Company pursuant to a consulting agreement in connection

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Chan’s company $15,000 per month.

Equity Awards at Fiscal Year End

stock options or other equity awards were granted to any of our named executive officers during the year ended December 31, 2024.

Incentive Compensation Plan

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of March 17, 2025.

Incentive Compensation Plan

February 13, 2025, our Board and Majority Shareholders approved and ratified the Company’s 2025 Incentive Compensation Plan (the

“2025 Plan”), covering up to 2,147,024 shares of common stock.

The purpose of the 2025 Plan is to advance the interests of

the Company and our related corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants,

officers, and directors, by creating incentives and rewards for their contributions to the success of the Company and its related corporations.

The 2025 Plan is administered by our Board or by the Compensation Committee.

The 2025 Plan was put into effect on March 17, 2025.

following awards may be granted under the 2025 Plan:

to purchase common stock may be incentive stock options meeting the requirements of Section 422 of the Code, or nonqualified options

which are not eligible for such tax-favored treatment.

Up to 20% of our outstanding shares, representing 2,147,024 shares of common stock,

may be issued pursuant to incentive stock options under the 2025 Plan.

Incentive stock options will conform with the statutory and regulatory

requirements specified pursuant to Section 422 of the Code, as in effect on the date such incentive stock option is granted.

stock options may not be granted under the 2025 Plan after February 13, 2035, and may only be granted to employees of the Company or

one of its subsidiaries.

If options intended to be incentive stock options are granted to a participant in excess of the $100,000 annual

limitation set forth in Section 422(d)(1) of the Code, the options will be incentive stock options to the maximum extent allowed and

will be nonqualified stock options as to any excess over that limitation.

Incentive stock options must expire not more than 10 years

from the date of grant.

The 2025 Plan does not specify a maximum term for nonqualified options.

The exercise price per share must be

not less than 100% of the fair market value of a share of common stock on the date the option is granted for both incentive stock options

and nonqualified options.

Incentive stock options granted to a participant holding more than 10% of the common stock must expire not

more than five years from the date of grant, and the exercise price per share must be not less than 110% of the fair market value of

a share of common stock on the date the option is granted.

Awards may take the form of restricted shares.

Restricted shares are shares of common stock which are subject to such limitations as

the Board, or Compensation Committee deems appropriate, including, but not limited to, restrictions on sale or transfer.

Additionally,

restricted shares may be subject to forfeiture in the event the recipient terminates employment or service as a director or consultant

during a specified period, or fails to meet designated performance goals, if any.

Stock certificates representing restricted shares are

issued in the name of the recipient but are held by the Company until the expiration of any restrictions, at which time the restrictive

legends are removed from the stock certificates.

Beginning with the date of issuance of restricted shares and prior to forfeiture, the

recipient is entitled to the rights of a stockholder with respect to such shares, including voting and dividend rights.

Shares issued

as stock dividends will be subject to the same restrictions as the related restricted shares.

Stock-Based Awards

Board, or Compensation Committee may grant other awards that involve payments or grants of shares of common stock or are measured by

or in relation to shares of common stock.

The 2025 Plan provides flexibility to design new types of stock-based or stock-related awards

to attract and retain employees, directors and consultants in a competitive environment.

Board had delegated administrative authority with respect to the 2025 Plan to the Compensation Committee.

The 2025 Plan will remain in

effect until February 13, 2035, or, if earlier, when awards have been granted covering all available shares under the 2025 Plan or the

2025 Plan is otherwise terminated by the Board.

The Board may terminate the 2025 Plan at any time, but any such termination will not

affect any outstanding awards.

The Board may also amend the 2025 Plan from time to time, provided that no amendment may be made without

stockholder approval if such approval is required by applicable law or the requirements of an applicable stock exchange or registered

securities association.

following table sets forth the cash and non-cash compensation awarded to or earned by the members of our Board of Directors during the

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Wong Tat Keung is compensated as a member of the Board of Directors of Alset International, HWH International Inc.

and a member of

the Company’s Board of Directors.

Wu is compensated as a member of the Board of Directors HWH International Inc.

and a member of the

Company’s Board of Directors.

William Wu is compensated as a member of the Board of Directors HWH International Inc.

and a member of the Company’s Board of Directors.

Wong Shui Yeung is compensated as a member of the Board of Directors of Alset International, HWH International Inc.

of the Company’s Board of Directors.

Lim is compensated as an employee of Alset International and as a consultant to the Company.

and a member of the

Company’s Board of Directors.

Sheng Hon Danny Lim is compensated as an employee of Alset International and as a consultant to the Company.

intend to compensate each non-employee director through annual stock option grants and by paying a quarterly cash fee.

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Directors reviews director compensation annually and adjusts it according to then current market conditions and good business practices.

February 16, 2022, our Board of Directors set the annual cash compensation for the independent members of our Board of Directors for

In addition to their current compensation of $1,000 per month, independent members of the Board of Directors will also be paid

an additional payment of $2,000 for each Board or Board Committee meeting that such independent member shall attend during the fiscal

year ending December 31, 2023.

In 2024 the compensation to members of our Board of Directors was increased to $5,000 per quarter.

Board of Directors sets the annual cash compensation for the independent members of our Board of Directors.

In 2025 and 2024 the compensation

to members of our Board of Directors was $5,000 per quarter.

In addition to their current compensation, independent members of the Board

of Directors are paid an additional payment of $2,000 for each Board or Board Committee meeting that such independent member shall attend

during the fiscal year.

of our directors are compensated for services on the Board of Directors of companies in which we are a shareholder, including but not

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of our common stock at the present time).

The percentages of beneficial ownership are based on 10,735,119

shares of common stock outstanding as of the Beneficial Ownership Date.

The percentages of beneficial ownership are based on 38,895,830 shares of common stock outstanding

as of the Beneficial Ownership Date.

our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named

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Name and Address (1)

Common Shares

Beneficially Owned

Percentage of

Common Shares

Chan Heng Fai (2)

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Chan Heng Fai has sole voting and investment power with respect to such shares.

Chan resigned his position as an officer of the Company in March 2024.

Company is not aware of any arrangement which may at a subsequent date result in a change in control of the Company.

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and Procedures for Transactions with Related Persons

board of directors intends to adopt a written related person transaction policy to set forth the policies and procedures for the

review and approval or ratification of related person transactions.

Related persons include any executive officer, director or a holder

of more than 5% of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.

Related person transactions refer to any transaction, arrangement or relationship, or any series of similar transactions, arrangements

or relationships in which (i) we were or are to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a related person

had or will have a direct or indirect material interest.

Related person transactions include, without limitation, purchases of goods

or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of

indebtedness, and employment by us of a related person, in each case subject to certain exceptions set forth in Item 404 of Regulation

S-K under the Securities Act.

board of directors intends to adopt a written related person transaction policy to set forth the policies and procedures for the review

and approval or ratification of related person transactions.

Related persons include any executive officer, director or a holder of more

than 5% of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.

person transactions refer to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships

in which (i) we were or are to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a related person had or will have

a direct or indirect material interest.

Related person transactions include, without limitation, purchases of goods or services by or

from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and

employment by us of a related person, in each case subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities

expect that the policy will provide that in any related person transaction, our audit committee and board of directors will consider

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and Relationships with Directors, Officers and 5% Stockholders

April 15, 2025, the Board of Directors of Alset Inc.

awarded the Company’s 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 terms of the Company’s 2025 Incentive Compensation Plan, as adopted on March

Under the terms and conditions of the Award Agreement, the Shares may not be sold, assigned, transferred, pledged, encumbered

or otherwise disposed of prior to April 15, 2026.

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

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and 2024, the outstanding balance was $4,168 and $4,177, respectively

June and July 2025 Chan Heng Fai provided interest-free, due on demand advances to HWH International Inc.

for its general operations.

As of December 31, 2025, the outstanding balance was $4,263.

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

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

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

In addition, MacKenzie Equity Partners has been

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

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

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

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

Company incurred expenses of $360,000 and $400,000 in the years ended December 31, 2024 and 2023, respectively, which were capitalized

as part of real estate on the balance sheet as the services relate to property and project management.

On December 31, 2024 and 2023,

the Company owed this related party $41,602 and $27,535, respectively.

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

In addition, MacKenzie Equity Partners, LLC has been paid

certain bonuses, including a sum of $60,000 in June 2024, $75,000 in May 2025 and $120,000 in December 2025.

Company incurred expenses of $495,000 and $360,000 in the years ended December 31, 2025 and 2024, respectively, which in 2025 were expensed

and in 2024 were capitalized as part of Real Estate on the balance sheet as the services relate to property and project management.

December 31, 2025 and 2024, the Company owed this related party $39,529 and $27,535, respectively.

These amounts are included in Accounts

Payable in the accompanying condensed consolidated balance sheets.

Receivable from a Related Party Company

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

Considering ASC 326

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

and equity method investment in 2023.

August 31, 2023, Hapi Café Inc.

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up to $36,634 pursuant to a convertible loan, with a term of 12 months.

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

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

This loan was written off upon the acquisition of Ketomei in February 2024.

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

to a non- convertible loan, with a term of 12 months.

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

pursuant to a non- convertible loan, with a term of 12 months.

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

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amount due from Ketomei at December 31, 2024 was $0.

February 20, 2024, HCI-T invested $312,064 for an additional 38.41% ownership interest in Ketomei by converting $312,064 of

convertible loan.

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

of convertible loan to impairment of equity method investment.

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

owns indirectly 45.5%) of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of the Company

beginning on February 20, 2024.

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

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

loan to impairment of equity method investment.

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

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

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

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

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

The purpose of the loan is to

purchase a portfolio of trading securities by LVAM.

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

included in the loan agreement.

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

The purpose of the loan is to purchase

a portfolio of trading securities by LVAM.

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

in the loan agreement.

As of December 31, 2025 and 2024 LVAML owes the Company $33,036 and $463,995, respectively.

September 28, 2023 Alset International Limited entered into loan agreement with Value Exchange International Inc., pursuant to which

Alset International agreed to lend $500,000 to VEII.

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

Inc., pursuant to which Alset International agreed to lend $500,000 to VEII.

The loan carries simple annual interest rate of 8%.

December 31, 2024 the Company accrued $40,000 interest and VEII owed $550,000, to Alset International.

The Company wrote off this loan

at March 31, 2025.

The Company recognized an impairment on this loan as it was past due and, at that time, management determined that

VEII’s operating performance had deteriorated.

November 6, 2024, the Company’s subsidiary signed a loan agreement with HapiTravel Holding Pte.

(“HTHPL”) in the

amount of $137,658 at a rate of 5% per annum, the maturity date of which is on or before the second anniversary of the effective date.

During first quarter of 2025, the Company lent HTHPL additional $19,053.

As of December 31, 2025 and 2024 the Company accrued $7,168

and $1,018 interest, respectively, and impaired $139,514 at December 31, 2025.

As of December 31, 2025 and 2024 HTHPL owed $25,789 and

$139,514, respectively, to the Company.

December 18, 2024, the Company’s subsidiary sold Hapi Travel Pte.

(“HTPL”) to HTHPL for a consideration of $834.

December 17, 2024, the Company’s subsidiary entered into a shares purchase agreement with HTHPL, pursuant to which the Company

sold 500,000 ordinary shares of Hapi Travel Limited (“HTL”), representing 100% of the issued and outstanding share capital

of HTL, in exchange for a promissory note in the amount of $82,635, which bears a 6% interest rate and has a scheduled maturity two years

from the date of the promissory note.

As of December 31, 2025 and 2024, the Company accrued $4,839 and $190 interest, respectively, and

HTHPL repaid $17,248 in 2025.

As of December 31, 2025 and 2024 HTHPL owed $70,043 and $82,635, respectively, to the Company.

January 23, 2025 the Company’s subsidiary entered into loan agreement with New Energy Asia Pacific Company Limited (“New

Energy Asia”), pursuant to which the Company agreed to lend $69,326 to New Energy Asia.

The loan carries simple annual interest

rate of 8% and is due on January 23, 2026.

As of December 31, 2025 the Company accrued $5,197 interest and New Energy Asia owed $74,614,

to the Company.

July 18, 2025, the Company’s subsidiary signed a loan agreement with HapiTravel Holding Pte.

Ltd in the amount of $279,027 at a

rate of 5% per annum, the maturity date of which is on or before the third anniversary of the effective date.

As of December 31, 2025

31, 2024 and 2023, the Company accrued $40,000 and $10,000 interest, respectively, and VEII owed $550,000 and $510,000,

respectively, to Alset International.

the Company accrued $6,230 of interest.

As of December 31, 2025 HTHPL owed $286,555 to the Company.

August 20, 2025, the Company entered into a securities purchase agreement with DSS pursuant to which the Company purchased from DSS a

Convertible Promissory Note (the “DSS Convertible Note”) in the amount of $500,000, convertible into shares of DSS’s

common stock at the Company’s option until maturity on July 31, 2028.

The DSS Convertible Note bears interest at the Prime Rate,

which means the rate of interest quoted in the Wall Street Journal, Money Rates Section as the “Prime Rate.” At the time

of filing, the Company has not converted any of the debt contemplated by DSS Convertible Note.

As of December 31, 2025 the Company accrued

$12,579 interest and DSS owed $512,579, to the Company.

August 22, 2025, the Company’s subsidiary paid a bill on behalf of Value Exchange International (Hong Kong) Limited (“VEIHK”),

a fellow subsidiary of VEII, in the amount of $34,190 as an interest-free loan, which is due on demand.

September 5, 2025, the Company’s subsidiary entered into a loan agreement with VEIHK, in the amount of $84,820 at a rate of 8%

per annum, the maturity date of which is on or before the three months of the effective date.

The maturity date was subsequently extended

to September 4, 2026.

As of December 31, 2025 the Company accrued $2,189 interest and VEIHK owed $87,009, to the Company.

October 1, 2025, the Company paid a bill on behalf of Value Exchange International Inc.

in the amount of $7,500, which accrues 8% interest

rate and is due on demand.

As of December 31, 2025 the Company accrued $150 interest and VEII owed $7,650, to the Company.

of the Merger of Alset Capital Acquisition Corp.

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On September 9, 2022, Alset Capital

Acquisition Corp., a Delaware corporation (“Alset Capital”) entered into an agreement and plan of merger (the “Merger

Agreement”) with our indirect subsidiary HWH International Inc., a Nevada corporation (“HWH Nevada”) and HWH Merger

Sub Inc., a Nevada corporation and a wholly owned subsidiary of Alset Capital (“Merger Sub”).

The Company and its 85.7% owned

subsidiary Alset International own Alset Acquisition Sponsor, LLC, the sponsor (the “Sponsor”) of Alset Capital.

to the Merger Agreement, on January 9, 2024, a Business Combination between Alset Capital and HWH Nevada was effected through the merger

of Merger Sub with and into HWH Nevada, with HWH Nevada surviving the merger as a wholly owned subsidiary of Alset Capital (the “Merger”),

entered into an agreement and plan of merger (the “Merger Agreement”) with our indirect subsidiary HWH International Inc.,

a Nevada corporation (“HWH-NV”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Alset Capital

(“Merger Sub”).

The Company and its 85.8% owned subsidiary Alset International own Alset Acquisition Sponsor, LLC, the sponsor

(the “Sponsor”) of Alset Capital.

to the Merger Agreement, on January 9, 2024, a Business Combination between Alset Capital and HWH-NV was effected through the merger

of Merger Sub with and into HWH-NV, with HWH-NV surviving the merger as a wholly owned subsidiary of Alset Capital (the “Merger”),

and Alset Capital changing its name to HWH International Inc.

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

Alset International owned the majority of the outstanding shares of HWH Nevada at the time of the business combination, and received

10,900,000 shares of New HWH as consideration for its shares of HWH Nevada.

these transactions, HWH International Inc.

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

core pillars:

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

HWH International Inc.

seeks to develops 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.

total consideration paid at the closing of the Merger by New HWH to the HWH-NV shareholders was 12,500,000 shares of New HWH common stock.

Alset International owned the majority of the outstanding shares of HWH-NV at the time of the Business Combination, and received 10,900,000

shares of New HWH as consideration for its shares of HWH-NV.

HWH had 6,476,400 shares of common stock issued and outstanding following a 1-for-5 reverse stock split of New HWH common stock on February

Of these shares, a total of 5,064,734 shares of New HWH common stock are now owned by the Sponsor, Alset International, and

the Company directly.

In addition, the Sponsor owns warrants convertible into up to 47,375 shares of New HWH common stock upon exercise.

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

In the transactions under common control, financial

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

at that date.

The Company controlled both entities before and after the transaction and accordingly, the transaction had no effect on

the Company’s financial statements as the equity was eliminated in consolidation.

Purchase Agreements and Debt Conversion Agreements

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HWH is in the best interests of each of HWH and the Company.

of Rental Business from Majority-Owned Subsidiary

December 9, 2022, Alset Inc.

entered into an agreement with Alset EHome Inc.

and Alset International Limited pursuant to which Alset

agreed to reorganize the ownership of its home rental business.

Previously, Alset Inc.

and certain majority-owned subsidiaries collectively

owned 132 single-family rental homes in Texas.

112 of these rental homes are owned by subsidiaries of American Home REIT Inc.

owns 85.7% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of Alset EHome

closing of the transaction contemplated by this agreement was completed on January 13, 2023.

Pursuant to this agreement, Alset Inc.

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

through Alset International Limited’s subsidiaries.

sold AHR to Alset Inc.

for a total consideration of $26,250,933, including the forgiveness of debt in the amount of $13,900,000,

a promissory note in the amount of $11,350,933 and a cash payment of $1,000,000.

This purchase price represents the book value of AHR

as of November 30, 2022.

closing of this transaction was approved by the shareholders of Alset International Limited.

Certain members of Alset Inc.’s Board

of Directors and management are also members of the Board of Directors and management of each of Alset International Limited and Alset

of Convertible Loans to Value Exchange

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

Convertible Notes from Value Exchange

January 27, 2023, Hapi Metaverse Inc.

and HIPH World Inc.

(together with Hapi Metaverse Inc., the “Lenders”) entered into

a Convertible Credit Agreement (the “1 st VEII Credit Agreement”) with VEII.

The 1 st VEII

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

the 1 st VEII Credit Agreement at 8%.

The 1 st VEII Credit Agreement

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

VEII Credit Agreement at 8%.

The 1 st VEII Credit Agreement grants conversion rights to each Lender.

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

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

In the event that a Lender elects to convert any portion of an Advance into shares of VEII Common Stock in lieu of cash

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

Common Stock issued in a Conversion (“Warrants”).

Each Warrant will entitle the Lender to purchase one (1) share of Common

Stock at a per-share exercise price equal to the Conversion Price.

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

of issuance of the Warrant.

Each Advance shall be

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

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

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

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

in a Conversion (“Warrants”).

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

exercise price equal to the Conversion Price.

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

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

The Loan Amount

can be converted into shares of VEII pursuant to the terms of the 1 st VEII Credit Agreement for a period of three years.

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

The Loan Amount can be converted

into shares of VEII pursuant to the terms of the 1 st VEII Credit Agreement for a period of three years.

There is no fixed

price for the derivative security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock.

September 6, 2023, Hapi Metaverse converted $1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII’s Common

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

December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“2 nd VEII Credit Agreement”)

On December 31, 2025 the fair value of the remaining $100,000 of convertible note and warrants was $10,860 and $18,301, respectively.

On December 31, 2024 the fair value of the remaining $100,000 of convertible note and warrants was $24,283 and $1,299,973, respectively.

(For further details on fair value valuation refer to Note 11.

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

December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“2 nd VEII Credit Agreement”) with

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

The 2 nd VEII Credit Agreement was amended pursuant

to an agreement dated December 19, 2023.

Under the 2 nd VEII Credit Agreement, as amended, this amount can be converted

into VEII’s Common Shares pursuant to the terms of the 2 nd VEII Credit Agreement for a period of three years.

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

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

in satisfaction of that loan, then VEII will issue to Hapi Metaverse five (5) detachable warrants for each share of VEII’s Common

Stock issued in a conversion (“Warrants”).

Each Warrant will entitle Hapi Metaverse to purchase one (1) share of VEII’s

Common Stock at a per-share exercise price equal to the Conversion Price.

The exercise period of each Warrant will be five (5) years

from date of issuance of the Warrant.

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

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 (“2024 Credit Line”).

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:

The 2 nd VEII Credit Agreement was amended pursuant to an

agreement dated December 19, 2023.

Under the 2 nd VEII Credit Agreement, as amended, this amount can be converted into VEII’s

Common Shares pursuant to the terms of the 2 nd VEII Credit Agreement for a period of three years, until December 14, 2026.

The principal under the 2 nd VEII Credit Agreement accrues simple interest at 8% per annum.

In the event that Hapi Metaverse

converts this loan into shares of VEII’s Common Stock, the conversion price shall be $0.045 per share.

In the event that Hapi Metaverse

elects to convert any portion of the loan into shares of VEII’s Common Stock in lieu of cash payment in satisfaction of that loan,

then VEII will issue to Hapi Metaverse five (5) detachable warrants for each share of VEII’s Common Stock issued in a conversion

(“Warrants”).

Each Warrant will entitle Hapi Metaverse to purchase one (1) share of VEII’s Common Stock at a per-share

exercise price equal to the Conversion Price.

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

The fair value of this convertible note on December 31, 2025 and 2024 was $377,925 and $447,480, respectively.

details on fair value valuation refer to Note 11.

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

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

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 (“2024 Credit Line”).

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;

(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.

may prepay any Advance under the 3 rd VEII Credit Agreement and interests accrued thereon prior to Advance Maturity Date

without penalty or charge.

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.

fair value of this convertible note on December 31, 2025 and 2024 was $100,633 and $97,867, respectively.

(For further details on fair

value valuation refer to Note 11.

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

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, until March 28, 2027.

Interest on the outstanding balance of this Note

shall accrue at a rate of 5% per annum.

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.

The fair value of this convertible note on December 31, 2025 was $27,857.

(For further details on fair value valuation refer to Note 11.

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

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

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

Shares Dividend Received from DSS

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

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

As a result of this

distribution, the Company directly received 70,426,832 shares of SHRG, and through its majority-owned subsidiary Alset International

Limited, and certain subsidiaries of Alset International Limited, indirectly received additional 55,197,696 shares of SHRG.

Company and its majority-owned subsidiaries now collectively own 89,732 shares of SHRG, representing 29.0% of the issued and

outstanding shares of SHRG Common Stock (such number of SHRG shares held and ownership percentage do not include any shares held by

affiliates of the Company which we do not hold a majority interest in).

Additionally, our founder, Chairman and Chief Executive

Officer, Chan Heng Fai, directly and indirectly is the owner of additional shares of SHRG and is a beneficial owner of significant number of SHRG shares (including those shares owned by Alset Inc.

and its majority-owned subsidiaries).

of Hapi Travel Ltd.

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

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

The accompanying consolidated financial statements include the operations

of the acquired entity from its acquisition date.

The acquisition has been accounted for as a business combination.

Accordingly, consideration

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

estimated fair values on the acquisition date.

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

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

As a result of the acquisition of HTL, a

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

excess of identifiable equity.

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

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

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

The Consolidated financial statements

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

operations of HTL were deemed to be immaterial to the Company’s consolidated financial statements.

December 17, 2024, this company was sold to HapiTravel Holding Pte.

for a consideration of $82,635 with $257,733 gain recognized for the deal.

The disposal of HTL had immaterial impact on Company’s financial statements.

Acquisition of New Energy Asia Pacific Inc.

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.

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 shall have a term of five years and shall pay interest

at a rate of 3% per annum.

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

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

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

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

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

The closing of this acquisition will

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

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.

1 unchanged sentence

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.

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 Services Global Corp., an affiliate of the Company, in exchange for a $250,000 loan made by the Company to SHRG.

may convert a portion or all of the outstanding balance due under the 1 st SHRG Convertible Note into shares of SHRG’s

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

1 st 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, following

the agreement of both parties.

On November 12, 2024, the Company entered into terms with SHRG to waive all interest previously accrued

under the 1 st SHRG Convertible Note, and supersede the conditions thereof.

The principal $250,000 loan was carried forward

under a new Convertible Promissory Note (the “New Convertible Note”), and under the terms of the New Convertible Note, the

Company may, at its discretion, convert a portion or all of the original principal into shares of SHRG’s common stock at a fixed

rate of $0.10 per share.

The New Convertible Note bears an 8% interest rate and has a scheduled maturity of the second (2nd)

anniversary of the date thereof, or November 12, 2026.

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

by the New Convertible Note.

March 20, 2024, the Company’s subsidiary HWH International Inc.

entered into a securities purchase agreement with SHRG, pursuant

to which HWH purchased from SHRG a (i) Convertible Promissory Note (the “2 nd SHRG Convertible Note) in the amount

of $250,000, convertible into 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable

into 148,810 shares of SHRG’s common stock at an exercise price of $1.68 per share, the exercise period of the warrant being five

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.

Convertible Notes from Sharing Services Global Corp.

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

Services Global Corp., an affiliate of the Company, in exchange for a $250,000 loan made by the Company to SHRG.

The Company may convert

a portion or all of the outstanding balance due under the 1 st SHRG Convertible Note into shares of SHRG’s common stock

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

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.

The new maturity date of the

1 st SHRG Convertible Note is November 5, 2026.

The fair value of this 1 st SHRG Convertible Note on December 31,

2025 and 2024 was $258,409 and $468,093, respectively.

(For further details on fair value valuation refer to Note 11.

– Investments

Measured at Fair Value, Convertible Note Receivables).

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

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

to which HWH purchased from SHRG a (i) Convertible Promissory Note (the “2 nd SHRG Convertible Note) in the amount of

$250,000, convertible into 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into

148,810 shares of SHRG’s common stock at an exercise price of $1.68 per share, the exercise period of the warrant being five (5)

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

At the time of this filing,

HWH has not converted any of the debt contemplated by the 2 nd SHRG Convertible Note nor exercised any of the warrants.

2 nd SHRG Convertible

Note bears a 6% interest rate and has scheduled maturity on March 20, 2027, three years from the date of the 2 nd SHRG Convertible

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.

On December 31, 2025 the fair value of the 2 nd SHRG Convertible Note and warrants was $227,909

and $12, respectively.

On December 31, 2024, the fair value of the 2 nd SHRG Convertible Note and warrants was $212,708 and

$13,272, respectively.

(For further details on fair value valuation refer to Note 11.

– Investments Measured at Fair Value, Convertible

Note Receivables).

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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common stock at the option of HWH for an aggregate purchase price of $250,000.

The 3 rd SHRG Convertible Note bears an

8% interest rate and has a scheduled maturity three years from the date of the 3 rd SHRG Convertible Note.

Additionally,

upon signing the 3 rd SHRG Convertible Note, SHRG owns the Company commitment fee of 8% of the principal amount, which

will be paid either in cash or in common stock of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted

any of the debt contemplated by the 3 rd SHRG Convertible Note.

The 3 rd SHRG Convertible Note bears an 8% interest

rate and has a scheduled maturity three years from the date of the 3 rd SHRG Convertible Note, May 9, 2027.

Additionally, upon

signing the 3 rd SHRG Convertible Note, SHRG owns the Company commitment fee of 8% of the principal amount, which will be paid

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

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

the debt contemplated by the 3 rd SHRG Convertible Note.

On December 31, 2025 and 2024, the fair value of the 3 rd SHRG

Convertible Note was $231,679 and $230,871, respectively.

(For further details on fair value valuation refer to Note 11.

– Investments

Measured at Fair Value, Convertible Note Receivables.)

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

2 unchanged sentences

The Convertible Note bears an 8% interest rate and has

a scheduled maturity three years from the date of the 4 th SHRG Convertible Note.

Additionally, upon signing the 4 th SHRG

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

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

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

a scheduled maturity three years from the date of the 4 th SHRG Convertible Note, June 6, 2027.

Additionally, upon signing

the 4 th SHRG Convertible Note, SHRG owns the Company commitment fee of 8% of the principal amount, $20,000 in total, which

will be paid either in cash or in common stock of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted

any of the debt contemplated by the 4 th SHRG Convertible Note.

On December 31, 2025 and 2024, the fair value of the 4 th

SHRG Convertible Note was $230,383 and $212,865, respectively.

(For further details on fair value valuation refer to Note 11.

Investments Measured at Fair Value, Convertible Note Receivables.)

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

Additionally, upon signing the 5 th SHRG Convertible Note, SHRG owed the Company a commitment fee of 8% of the principal

amount, $8,000 in total, to be paid either in cash or in common stock of SHRG, at the discretion of the Company.

At the time of this

filing, HWH has not converted any of the debt contemplated by the 5 th SHRG Convertible Note.

On December 31, 2025 and 2024,

the fair value of the 5 th SHRG Convertible Note was $91,066 and $88,209, respectively.

(For further details on fair value

valuation refer to Note 11.

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

January 15, 2025, HWH entered into a Loan Agreement (the “1 st Loan Agreement”) with SHRG, under which HWH provided

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, 2028.

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

At the time of this

filing, HWH has not converted any of the debt contemplated by the 1 st Loan Agreement.

On December 31, 2025, the fair value

of the 1 st Loan Agreement was $160,941.

(For further details on fair value valuation refer to Note 11.

– Investments

Measured at Fair Value, Convertible Note Receivables.)

March 31, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which SHRG issued a convertible promissory note

to HWH in the amount of $150,000 (the “6 th SHRG Convertible Note”).

The 6 th SHRG Convertible Note bears

an 8% interest rate.

The 6 th SHRG Convertible Note is convertible into SHRG’s common stock at $0.80 per share at HWH’s

option until maturity three (3) years from the date of the securities purchase agreement, March 31, 2028.

In addition, SHRG granted HWH

warrants exercisable into 937,500 shares of SHRG’s common stock.

The warrants may be exercised for three (3) years from the date

of the securities purchase agreement at an exercise price of $0.85 per share, for an aggregate purchase price of $796,875.

of this filing, HWH has not converted any of the debt contemplated by the 6 th SHRG Convertible Note nor converted any warrants.

On December 31, 2025, the fair value of the 6 th SHRG Convertible Note and warrants was $127,260 and $75, respectively.

further details on fair value valuation refer to Note 11.

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

April 17, 2025, HWH entered into a Loan Agreement (the “2 nd Loan Agreement”) with SHRG, under which HWH provided

a loan to SHRG in the amount of $250,000.

The 2 nd Loan Agreement bears an 8% interest rate and has maturity date on April

Additionally, upon execution SHRG incurred a commitment fee representing 5% of the loan principal, $12,500.

April 21, 2025 HWH entered into a Loan Agreement (the “3 rd Loan Agreement”) with SHRG, under which the Company

provided a loan to SHRG in the amount of $30,000.

The maturity date of the 3 rd Loan Agreement is April 21, 2026.

Agreement bears an 10% interest rate.

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

Note (the “7 th SHRG Convertible Note”) in the amount of $60,000, convertible into 10,000,000 shares of SHRG’s

common stock at the option of HWH for an aggregate purchase price of $60,000, Additionally, upon signing the 7 th SHRG Convertible

Note, SHRG owed the Company a commitment fee of 8% of the principal amount, $4,800 in total, to be paid either in cash or in common stock

of SHRG, at the discretion of HWH.

The 7 th SHRG Convertible Note bears an 8% interest rate and has scheduled maturity on June

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

31, 2025, the fair value of the 7 th SHRG Convertible Note was $52,535.

(For further details on fair value valuation refer

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

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, September 17, 2028.

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.

On December 31, 2025, the fair value of the 8 th SHRG Convertible

Note was $59,621.

(For further details on fair value valuation refer to Note 11.

– Investments Measured at Fair Value, Convertible

Note Receivables.)

October 6, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible

Promissory Note (the “9 th SHRG Convertible Note”) in the amount of $200,000, convertible into 33,333,333 shares

of SHRG’s common stock at HWH’s option for an aggregate purchase price of $200,000.

The 9 th SHRG Convertible Note

bears an 8% interest rate and has a scheduled maturity three years from the date of the note, October 6, 2028.

Additionally, upon signing

the 9 th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $16,000 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.

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

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 during a meeting of the Board held on May 6,

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 remains subject to the approval of the Company’s

stockholders and no objection from the Nasdaq.

On December 31, 2025, the fair value of the 9 th SHRG Convertible Note was $170,945.

(For further details on fair value valuation refer to Note 11.

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

December 10, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible

Promissory Note (the “10 th SHRG Convertible Note”) in the amount of $150,000, convertible into 25,000,000 shares

of SHRG’s common stock at HWH’s option for an aggregate purchase price of $150,000.

The 10 th SHRG Convertible

Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note, December 10, 2028.

Additionally, upon

signing the 10 th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $12,000 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.

On December 31, 2025, the fair value of the 10 th SHRG Convertible

Note was $126,081.

(For further details on fair value valuation refer to Note 11.

– Investments Measured at Fair Value, Convertible

Note Receivables.)

Insurance Group, LLC

November 19, 2024, HWH entered definitive agreements to acquire a controlling 60% interest in L.E.H.

Insurance Group, LLC (“LEH”).

The acquisition closed on February 27, 2025.

This acquisition was facilitated through the purchase of shares from SHRG.

LEH is a licensed

insurance agency representing over 600 insurance companies, serving as an independent advisor to businesses and individuals.

personalized insurance solutions, offering expert guidance to meet the unique coverage needs of each customer.

LEH is in the early stages

of its development, has no employees on its payroll, and has yet to turn a profit.

The Company paid $75,000 for the acquisition and recorded

$77,480 of goodwill as result of the acquisition, which was immediately written off.

September 17, 2025, HWH entered into another definitive agreement to acquire the remaining 40% interest in L.E.H.

Insurance Group, LLC.

The acquisition closed on August 27, 2025.

This acquisition was facilitated through the purchase of shares from SHRG.

The Company paid

$40,000 for the acquisition.

Facility Agreement with HWH

April 14, 2025, the Company entered into an amendment (the “Amendment”) to the Credit Facility Agreement with HWH International

dated April 24, 2024, pursuant to which the Company provided HWH a line of credit facility (the “Credit Facility”) which

provides a maximum, aggregate credit line of up to $1,000,000.

Under the terms of the Amendment, the date upon which each advance made

under the Credit Facility and all accrued but unpaid interest shall be due and payable was extended from April 24, 2025 to April 14,

Further, pursuant to the Amendment, HWH released Alset International Limited from its obligations under its Letter of Continuing

Financial Support to HWH dated March 28, 2025.

The terms of the Company’s Letter of Continuing Financial Support to HWH were not

altered by the Amendment.

Indemnification

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Principal Accounting Fees and Services

following table indicates the fees paid by us for services performed for the years ended December 31, 2024, and December 31, 2023:

December 31, 2024

December 31, 2023

following table indicates the fees paid by us for services performed for the years ended December 31, 2025, and 2024:

December 31, 2025 (HTL)

December 31, 2024 (Grassi)

Audit-Related Fees

14 unchanged sentences

Audit Committee and approved by the Company’s Board of Directors.

On July 2, 2025, the Board of Directors of the Company dismissed Grassi as its independent registered public accounting firm at the recommendation

of the Audit Committee.

July 2, 2025, the Company engaged HTL International, LLC (“HTL”) as its independent registered public accounting firm for

the Company’s fiscal year ending December 31, 2025.

The decision to engage HTL was recommended by the Company’s Audit Committee

and approved by the Company’s Board of Directors.

Exhibit and Financial Statement Schedules

7 unchanged sentences

Underwriting Agreement, dated November 23, 2020, incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2020.

Agreement dated May 10, 2021 with Aegis Capital Corp., incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on

May 13, 2021.

Underwriting Agreement dated May 10, 2021 with Aegis Capital Corp., incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on May 13, 2021.

Underwriting Agreement, dated as of July 27, 2021, by and between Alset EHome International Inc.

1 unchanged sentence

Underwriting Agreement, dated as of December 5, 2021, incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021.

Agreement by and between the Company and Aegis Capital Corp., dated February 6, 2023., incorporated herein by reference to Exhibit

1.1 on Form 8-K filed with the SEC on February 8, 2023.

of Merger, incorporated herein by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on February 11, 2021.

and Plan of Merger dated as of September 6, 2022, by and between Alset EHome International Inc.

and Alset, Inc., incorporated herein

by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on

September, 6, 2022.

of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement

on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1,

filed with the Securities and Exchange Commission on December 23, 2019.

Amended and Restated Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.3 to the

Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Amended and Restated Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.4 to the

Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

of Amendment, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 4, 2021.

of Designation of the Company’s Series A Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 on Form 8-K

filed with the SEC on May 4, 2021.

of Designation of the Company’s Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 on Form 8-K

filed with the SEC on May 12, 2021.

of Amendment, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on June 14, 2021.

Certificate of Merger, filed on September 7, 2022 incorporated herein by reference to Exhibit 3.1 to the Company’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Certificate of Merger, filed on September 12, 2022 incorporated herein by reference to Exhibit 3.2 to the Company’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Certificate of Formation of Alset, Inc.

incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

of Alset Inc.

incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on September 12, 2022.

of Amendment to Certificate of Formation, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on

Form 8-K filed with the SEC on December 12, 2022.

of Representative’s Warrant, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form

8-K filed with the Securities and Exchange Commission on November 27, 2020.

of Pre-funded Warrant, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the

SEC on May 14, 2021.

of Series A Warrant, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC

on May 14, 2021.

of Series B Warrant, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC

on May 14, 2021.

Agent Agreement (including the terms of the Pre-funded Warrant), incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed with the SEC on July 30, 2021.

Representative’s

Warrant incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 30,

of Pre-funded Warrant, incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1, filed

with the SEC on December 1, 2021.

of Pre-funded Warrant, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on December 8, 2021.

Underwriting Agreement by and between the Company and Aegis Capital Corp., dated February 6, 2023., incorporated herein by reference to Exhibit 1.1 on Form 8-K filed with the SEC on February 8, 2023.

Certificate of Merger, incorporated herein by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2021.

Agreement and Plan of Merger dated as of September 6, 2022, by and between Alset EHome International Inc.

and Alset, Inc., incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September, 6, 2022.

Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Bylaws of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Second Amended and Restated Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Third Amended and Restated Certificate of Incorporation of HF Enterprises Inc., incorporated herein by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 30, 2020.

Certificate of Amendment, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 4, 2021.

Certificate of Designation of the Company’s Series A Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 4, 2021.

Certificate of Designation of the Company’s Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on May 12, 2021.

Certificate of Amendment, incorporated by reference to Exhibit 3.1 on Form 8-K filed with the SEC on June 14, 2021.

Texas Certificate of Merger, filed on September 7, 2022 incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Delaware Certificate of Merger, filed on September 12, 2022 incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Restated Certificate of Formation of Alset, Inc.

incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Bylaws of Alset Inc.

incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022.

Certificate of Amendment to Certificate of Formation, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2022.

Form of Representative’s Warrant, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2020.

Form of Pre-funded Warrant, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2021.

Form of Series A Warrant, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2021.

Form of Series B Warrant, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2021.

Warrant Agent Agreement (including the terms of the Pre-funded Warrant), incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2021.

Representative’s Warrant incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2021.

Form of Pre-funded Warrant, incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 1, 2021.

Form of Pre-funded Warrant, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021.

Description of Capital Stock.

Enterprises Inc.

2018 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration

Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai

Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of February 8, 2021, incorporated herein by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 12, 2021.

Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai

Business Development Pte.

Ltd.) and Chan Tung Moe, dated as of July 1, 2021, incorporated by reference to Exhibit 10.1 on Form 8-K

filed with the SEC on July 7, 2021.

to the Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of December 13, 2021 incorporated by reference to Exhibit

10.1 on Form 8-K filed with the SEC on December 17, 2021.

to Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of January 26, 2022, incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2022.

Agreement for Chief Executive Officer, between Alset International Limited and Chan Heng Fai, dated as of December 10, 2021, incorporated

by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission

on March 31, 2022.

Agreement, dated June 23, 2022, by and between SeD Development Management LLC and MacKenzie Equity Partners, LLC., incorporated by

reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission

on August 15, 2022

1 to Assignment and Assumption Agreement, dated July 12, 2022, by and between Alset International Limited and DSS, Inc., incorporated

by reference to Exhibit 10.3 to Form 8-K filed with the SEC on July 14, 2022.

to Consulting Agreement, by and between Alset EHome International Inc.

and CA Global Consulting Inc., dated as of May 6, 2022, incorporated

by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission

on November 14, 2022.

Opinion of Travis Heuszel, incorporated by reference to Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2025.

HF Enterprises Inc.

2018 Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of February 8, 2021, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 12, 2021.

Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai Business Development Pte.

Ltd.) and Chan Tung Moe, dated as of July 1, 2021, incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on July 7, 2021.

Supplement to the Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of December 13, 2021 incorporated by reference to Exhibit 10.1 on Form 8-K filed with the SEC on December 17, 2021.

Amendment to Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte.

(formerly known as Hengfai Business Development Pte.

Ltd.) and Chan Heng Fai, dated as of January 26, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2022.

Service Agreement for Chief Executive Officer, between Alset International Limited and Chan Heng Fai, dated as of December 10, 2021, incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022.

Consulting Agreement, dated June 23, 2022, by and between SeD Development Management LLC and MacKenzie Equity Partners, LLC., incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022

Amendment No.

1 to Assignment and Assumption Agreement, dated July 12, 2022, by and between Alset International Limited and DSS, Inc., incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on July 14, 2022.

Addendum to Consulting Agreement, by and between Alset EHome International Inc.

and CA Global Consulting Inc., dated as of May 6, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

Contract for Purchase and Sale and Escrow Instructions, dated as of October 28, 2022, by and between 150 CCM Black Oak, LTD and Century Land Holdings of Texas, LLC, incorporated by reference to Exhibit 10.57 to the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023.

First Amendment to Contract for Purchase and Sale and Escrow Instructions, dated as of November 28, 2022, by and between 150 CCM Black Oak, LTD and Century Land Holdings of Texas, LLC, incorporated by reference to Exhibit 10.58 to the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023.

and Sale Agreement, dated March 16, 2023, between 150 CCM Black Oak, LTD and Rausch Coleman Homes Houston, LLC, incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28,

of Sale, dated March 17, 2023, between 150 CCM Black Oak, LTD and Davidson Homes, LLC, incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2023.

Purchase and Sale Agreement, dated March 16, 2023, between 150 CCM Black Oak, LTD and Rausch Coleman Homes Houston, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2023.

Contract of Sale, dated March 17, 2023, between 150 CCM Black Oak, LTD and Davidson Homes, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2023.

Term Sheet, dated December 13, 2023, by and between Alset Inc.

17 unchanged sentences

dated December 10, 2024, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2024.

Form of Securities Purchase Agreement by and between Alset Inc.

and the Purchasers, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2025.

Placement Agency Agreement between the Company and Aegis Capital Corp.

dated January 2, 2025, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2025.

Incentive Compensation Plan Stock Award Agreement, dated April 15, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2025.

Amended Term Sheet, between Alset Inc.

and Chan Heng Fai, dated as of May 8, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2025.

Stock Purchase Agreement, between Alset Inc.

and Chan Heng Fai, dated as of May 22, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2025.

Convertible Note, between Alset Inc.

and Chan Heng Fai, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2025.

Securities Purchase Agreement, between Alset International Limited and DSS, Inc., dated as of March 26, 2026, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2026.

Form of Convertible Promissory Note, between Alset International Limited and DSS, Inc., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2026.

Form of Common Stock Purchase Warrant of DSS, Inc., incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2026.

Code of Conduct, incorporated herein by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Code of Ethics for the CEO and Senior Financial Officers, incorporated herein by reference to Exhibit 14.2 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 23, 2019.

Letter from Grassi & Co., CPAs, P.C., incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 10-K filed with the Securities and Exchange Commission on July 2, 2025.

Insider Trading Policy

8 unchanged sentences

Clawback Policy of Alset Inc., incorporated herein by referenced to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 1, 2024.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

2025 Incentive Compensation Plan (Incorporated by Reference in the Company’s Definitive Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, filed by the Company with the SEC on February 24, 2025).

Audited Financial Statements of New Energy Asia Pacific Inc.

for the year ended December 31, 2025

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline

XBRL document)

Filed herewith.

32 unchanged sentences

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 9A. Controls and Procedures