Alset Inc. 10-Q

Item 1. Financial Statements. Alset Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) March 31, 2026 December 31, 2025 Assets: Current Assets: Cash and Cash Equivalents $ 21,478,610 $ 25,184,990 Restricted Cash - 107,982 Account Receivables, Net 55,696 57,002 Other Receivables, Net 2,154,034 2,354,100 Note Receivables - Related Parties, Net 1,711,997 1,478,463 Convertible Loan Receivables - Related Party 505,245 636,334 Prepaid Expense 105,837 182,276 Inventory 7,699 6,215 Investment in Securities at Fair Value 9,192,757 14,683,317 Deposits 84,395 75,108 Total Current Assets 35,296,270 44,765,787 Real Estate - Rental Properties, Net 29,352,273 29,620,952 Property and Equipment, Net 456,816 477,912 Operating Lease Right-Of-Use Assets, Net 373,960 494,957 Deposits 215,810 212,119 Other Assets 17,018 - Convertible Loan Receivables - Related Party 4,647,961 2,130,349 Investment in Securities at Fair Value - Related Party 6,342,037 3,751,343 Investment in Securities at Cost 32,768 18,227 Investment in Equity Method Securities 55,006,946 55,115,468 Total Assets $ 131,741,859 $ 136,587,114 Liabilities and Stockholders’ Equity: Current Liabilities: Accounts Payable and Accrued Expenses $ 2,288,863 $ 5,041,818 Operating Lease Liabilities 507,685 578,916 Notes Payable 413,703 290,889 Notes Payable - Related Parties 21,744 21,508 Notes Payable 21,744 21,508 Total Current Liabilities 3,231,995 5,933,131 Long-Term Liabilities: Operating Lease Liabilities 195,736 332,035 Notes Payable 558,136 658,799 Total Liabilities 3,985,867 6,923,965 Commitments and Contingencies (Note 13) - - Stockholders’ Equity: Preferred Stock, $ 0.001 par value; 25,000,000 shares authorized, none issued and outstanding - - Common Stock, $ 0.001 par value; 250,000,000 shares authorized; 39,401,786 shares issued on March 31, 2026 and December 31, 2025; 38,895,830 shares outstanding on March 31, 2026 and December 31, 2025 39,402 39,402 Common Stock, $0.001 par value; 250,000,000 shares authorized; 39,401,786 and 9,235,119 shares issued on March 31, 2026 and December 31, 2025, respectively; 38,895,830 and 9,235,119 shares outstanding on March 31, 2026 and December 31, 2025, respectively 39,402 39,402 Additional Paid in Capital 423,797,959 421,138,522 Treasury Stock at Cost ( 505,956 shares on March 31, 2026 and December 31, 2025) ( 1,004,875 ) ( 1,004,875 ) Accumulated Deficit ( 303,788,464 ) ( 299,266,482 ) Accumulated Other Comprehensive Income (Loss) 350,601 168,802 Total Alset Inc. Stockholders’ Equity 119,394,623 121,075,369 Non-controlling Interests 8,361,369 8,587,780 Total Stockholders’ Equity 127,755,992 129,663,149 Total Liabilities and Stockholders’ Equity $ 131,741,859 $ 136,587,114 See accompanying notes to condensed consolidated financial statements. F- 1 Alset Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) 2026 2025 Three-Months Ended March 31, 2026 2025 Revenue Rental $ 726,659 $ 717,805 Other 254,119 350,498 Total Revenue 980,778 1,068,303 Operating Expenses Cost of Sales 705,668 777,529 General and Administrative 2,927,550 3,595,412 Impairments - 627,480 Total Operating Expenses 3,633,218 5,000,421 Loss from Operations ( 2,652,440 ) ( 3,932,118 ) Other (Expense) Income Interest Income 31,931 92,888 Interest Income - Related Party 89,755 51,629 Interest Income 89,755 51,629 Interest Expense ( 10,167 ) ( 51,118 ) Foreign Exchange Transaction Gain (Loss) 108,943 ( 1,409,102 ) Unrealized (Loss) Gain on Securities Investment ( 1,823,043 ) 280,908 Unrealized Loss on Securities Investment - Related Party ( 748,601 ) ( 3,801,655 ) Unrealized Loss on Securities Investment ( 748,601 ) ( 3,801,655 ) Realized Loss on Securities Investment ( 447,599 ) ( 180,096 ) Loss on Equity Method Investment ( 106,452 ) ( 631,568 ) Other Income, Net 302,390 118,288 Total Other Expense, Net ( 2,602,843 ) ( 5,529,826 ) Net Loss Before Income Taxes ( 5,255,283 ) ( 9,461,944 ) Income Tax Expense - ( 42,948 ) Net Loss ( 5,255,283 ) ( 9,504,892 ) Net Loss Attributable to Non-Controlling Interest ( 733,301 ) ( 1,171,415 ) Net Loss Attributable to Common Stockholders $ ( 4,521,982 ) $ ( 8,333,477 ) Net Loss $ ( 5,255,283 ) $ ( 9,504,892 ) Other Comprehensive Gain (Loss) Foreign Currency Translation Adjustment 247,103 1,417,410 Total Comprehensive Loss ( 5,008,180 ) ( 8,087,482 ) Less Comprehensive Loss Attributable to Non-controlling Interests ( 698,113 ) ( 969,576 ) Total Comprehensive Loss Attributable to Common Shareholders ( 4,310,067 ) ( 7,117,906 ) Net Loss Per Share - Basic and Diluted $ ( 0.12 ) $ ( 0.78 ) Weighted Average Common Shares Outstanding - Basic and Diluted 38,895,830 10,701,411 See accompanying notes to condensed consolidated financial statements. F- 2 Alset Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) Shares Par Value $0.001 Additional Paid in Capital Treasury Stock at Cost Other Comprehensive Income Accumulated Deficit Total Alset Stockholders’ Equity Non-Controlling Interests Total Stockholders’ Equity Three Months Ended March 31, 2026 Common Stock Accumulated Shares Par Value $0.001 Additional Paid in Capital Treasury Stock at Cost Other Comprehensive Income Accumulated Deficit Total Alset Stockholders’ Equity Non-Controlling Interests Total Stockholders’ Equity Balance at December 31, 2025 39,401,786 $ 39,402 $ 421,138,522 $ ( 1,004,875 ) $ 168,802 $ ( 299,266,482 ) $ 121,075,369 $ 8,587,780 $ 129,663,149 Gain from DSS Convertible Note and Warrants - - 2,574,848 - - - 2,574,848 427,541 3,002,389 Sale of HWH stock - - 84,589 - - - 84,589 14,045 98,634 Change in Non-Controlling Interest - - - - ( 30,117 ) - ( 30,117 ) 30,117 - Foreign Currency Translations - - - - 211,916 - 211,916 35,187 247,103 Net Loss - - - - - ( 4,521,982 ) ( 4,521,982 ) ( 733,301 ) ( 5,255,283 ) Balance at March 31, 2026 39,401,786 39,402 423,797,959 ( 1,004,875 ) 350,601 ( 303,788,464 ) 119,394,623 8,361,369 127,755,992 Shares Par Value $0.001 Additional Paid in Capital Other Comprehensive Income Accumulated Deficit Total Alset Stockholders’ Equity Non-Controlling Interests Total Stockholders’ Equity Three Months Ended March 31, 2025 Common Stock Accumulated Shares Par Value $0.001 Additional Paid in Capital Other Comprehensive Income Accumulated Deficit Total Alset Stockholders’ Equity Non-Controlling Interests Total Stockholders’ Equity Balance at January 1, 2025 9,235,119 $ 9,235 $ 334,023,233 $ ( 849,862 ) $ ( 251,851,540 ) $ 81,331,066 $ 8,867,785 $ 90,198,851 Balance 9,235,119 $ 9,235 $ 334,023,233 $ ( 849,862 ) $ ( 251,851,540 ) $ 81,331,066 $ 8,867,785 $ 90,198,851 Issuance of Common Stock 1,500,000 1,500 1,202,043 - - 1,203,543 - 1,203,543 Issuance of HWH Common Stock & Warrants exercise - - 1,033,376 - - 1,033,376 376,607 1,409,983 Gain from SHRG Warrants - - 63,859 - - 63,859 23,273 87,132 Acquisition of LEH Insurance Group LLC - - - - - - ( 1,654 ) ( 1,654 ) Change in Non-Controlling Interest - - - ( 150,783 ) - ( 150,783 ) 150,783 - Foreign Currency Translations - - - 1,215,571 - 1,215,571 201,839 1,417,410 Net Loss - - - - ( 8,333,477 ) ( 8,333,477 ) ( 1,171,415 ) ( 9,504,892 ) Balance at March 31, 2025 10,735,119 $ 10,735 $ 336,322,511 $ 214,926 $ ( 260,185,017 ) $ 76,363,155 $ 8,447,218 $ 84,810,373 Balance 10,735,119 $ 10,735 $ 336,322,511 $ 214,926 $ ( 260,185,017 ) $ 76,363,155 $ 8,447,218 $ 84,810,373 See accompanying notes to condensed consolidated financial statements. F- 3 Alset Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2026 2025 Cash Flows from Operating Activities Net Loss from Operations $ ( 5,255,283 ) $ ( 9,504,892 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation 283,528 328,808 Non-Cash Lease Expenses 131,068 217,635 Impairments - 627,480 Foreign Transaction (Gain) Loss ( 108,943 ) 1,409,102 Unrealized Loss (Gain) on Securities Investment 1,823,043 ( 280,908 ) Unrealized Loss on Securities Investment - Related Party 748,601 3,801,655 Realized Loss on Securities Investment 447,599 180,096 Loss on Equity Method Investment 106,452 631,568 Changes in Operating Assets and Liabilities, net of acquisitions Real Estate Reimbursement Receivable 38,700 582,500 Account Receivables 421 ( 15,360 ) Other Receivable - Related Parties - ( 12,000 ) Prepaid Expense 76,158 53,214 Deposits ( 6,429 ) ( 16,357 ) Trading Securities 3,230,148 ( 937,705 ) Inventory ( 1,496 ) ( 1,007 ) Accounts Payable and Accrued Expenses ( 2,813,045 ) ( 617,960 ) Deferred Revenue - 14,872 Operating Lease Liabilities ( 191,559 ) ( 216,895 ) Net Cash Used in Operating Activities ( 1,491,037 ) ( 3,756,154 ) Cash Flows from Investing Activities Purchase of Fixed Assets ( 6,870 ) ( 61,244 ) Purchase of Investment Securities ( 14,907 ) - Proceeds from Sale of Equity Security Investment of a Related Party 98,634 - Issuing Loan Receivable - Related Party ( 3,510,278 ) ( 479,297 ) Collection of Loan Receivable - Related Party 775,961 79,036 Net Cash Used in Investing Activities ( 2,657,460 ) ( 461,505 ) Cash Flows from Financing Activities Proceeds from Common Stock Issuance - 2,613,526 Borrowing from a Commercial Loan 4,816 - Repayment to Notes Payable ( 10,968 ) ( 280,074 ) Net Cash (Used in) Provided by Financing Activities ( 6,152 ) 2,333,452 Net Decrease in Cash and Cash Equivalents and Restricted Cash ( 4,154,649 ) ( 1,884,207 ) Effects of Foreign Exchange Rates on Cash and Cash Equivalents 340,287 24,744 Cash and Cash Equivalents and Restricted Cash - Beginning of Period 25,292,972 28,183,726 Cash and Cash Equivalents and Restricted Cash- End of Period $ 21,478,610 $ 26,324,263 Cash $ 21,478,610 $ 25,194,810 Restricted Cash $ - $ 1,129,453 Total Cash and Restricted Cash $ 21,478,610 $ 26,324,263 Supplementary Cash Flow Information Cash Paid for Interest $ 1,035 $ 992 Cash Paid for Taxes $ - $ 42,948 Supplemental Disclosure of Non-Cash Investing and Financing Activities Initial Recognition of ROU / Lease Liability $ - $ 132,044 Gain from DSS Warrants and Convertible Notes $ 3,002,389 $ 87,131 See accompanying notes to condensed consolidated financial statements. F- 4 Alset Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) 1. NATURE OF OPERATIONS Nature of Operations Alset Inc. (the “Company” or “AEI”), was incorporated in the State of Delaware on March 7, 2018. AEI is a diversified holding company principally engaged through its subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong, Australia, South Korea, the People’s Republic of China, and Taiwan. We manage a significant portion of our businesses through our 85.8 % owned subsidiary, Alset International Limited (“Alset International”), a public company traded on the Singapore Stock Exchange. The Company has four operating segments based on the products and services we offer, which include three of our principal businesses – real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business activities. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses from operations. As of and for the three months ended March 31, 2026, the Company had an accumulated deficit of $ 303,788,464 and a loss from operations of $ 5,255,283 . These conditions initially raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. Management has evaluated its plans to address these conditions, including the Company’s current liquidity, expected operating cash inflows, and cash generated from real estate activities. As of March 31, 2026, the Company had cash of $ 21,478,610 and restricted cash of $ 0 , compared to cash of $ 25,184,990 and restricted cash of $ 107,982 as of December 31, 2025. Based on these factors and management’s plans, management believes that the substantial doubt previously identified has been alleviated. However, there can be no assurance that the Company will be successful in executing its plans or generating sufficient liquidity, and failure to do so could adversely affect the Company’s operations. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or any other interim periods or for any other future years. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2025 filed on March 31, 2026. The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. F- 5 The Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of March 31, 2026 and December 31, 2025, as follows: SCHEDULE OF SUBSIDIARIES Name of subsidiary State or other jurisdiction of Attributable interest as of, consolidated under AEI incorporation or organization March 31, 2026 December 31, 2025 % % Alset Global Pte. Ltd. Singapore 100 100 Alset Business Development Pte. Ltd. Singapore 100 100 Global eHealth Limited Hong Kong 100 100 Alset International Limited Singapore 85.8 85.8 Singapore Construction & Development Pte. Ltd. Singapore 85.8 85.8 Singapore Construction Pte. Ltd. Singapore 85.8 85.8 Global BioMedical Pte. Ltd. Singapore 85.8 85.8 Health Wealth Happiness Pte. Ltd. Singapore 62.5 62.5 SeD Capital Pte. Ltd. Singapore 85.8 85.8 LiquidValue Asset Management Pte. Ltd. Singapore 85.8 85.8 Alset Solar Limited Hong Kong 85.8 85.8 Alset F&B One Pte. Ltd. Singapore 72.5 72.5 BMI Capital Partners International Limited Hong Kong 85.8 85.8 SeD Perth Pty Ltd Australia 85.8 85.8 SeD Intelligent Home Inc. United States of America 85.8 85.8 Winning Catering Group, Inc. (f.k.a. LiquidValue Development Inc.) United States of America 85.8 85.8 Alset EHome Inc. United States of America 85.8 85.8 SeD USA, LLC United States of America 85.8 85.8 150 Black Oak GP, Inc. United States of America 85.8 85.8 SeD Development USA Inc. United States of America 85.8 85.8 150 CCM Black Oak, Ltd. United States of America 85.8 85.8 SeD Texas Home, LLC United States of America 100 100 SeD Ballenger, LLC United States of America 85.8 85.8 SeD Maryland Development, LLC United States of America 71.6 71.6 SeD Development Management, LLC United States of America 72.9 72.9 Hapi Metaverse Inc. United States of America 99.6 99.6 HotApp BlockChain Pte. Ltd. Singapore 99.6 99.6 HotApp International Limited Hong Kong 99.6 99.6 UBeauty Limited Hong Kong 85.8 85.8 BioHealth Water Inc. United States of America 85.8 85.8 Hapi Robot Pte. Ltd. Singapore 85.8 85.8 American Home REIT Inc. United States of America 100 100 Hapi Cafe Inc. Texas, United States of America 62.5 62.5 HWH (S) Pte. Ltd. Singapore 85.8 85.8 LiquidValue Development Pte. Ltd. Singapore 100 100 LiquidValue Development Limited Hong Kong 100 100 Alset F&B Holdings Pte. Ltd. Singapore 62.5 62.5 Credas Capital Pte. Ltd. Singapore 64.3 64.3 Credas Capital GmbH Switzerland 64.3 64.3 Smart Reward Express Limited Hong Kong 99.6 99.6 AHR Texas Two, LLC United States of America 100 100 AHR Black Oak One, LLC United States of America 85.8 85.8 AHR Texas Three, LLC United States of America 100 100 Hapi Cafe Korea Inc. South Korea 62.5 62.5 Alset Acquisition Sponsor, LLC United States of America 93.6 93.6 Alset Spac Group Inc. United States of America 93.6 93.6 Hapi WealthBuilder Pte. Ltd. Singapore 62.5 62.5 Hapi iRobot Pte. Ltd. Singapore 62.5 62.5 HWH International Inc. United States of America 62.5 62.5 Hapi Cafe SG Pte. Ltd. Singapore 62.5 62.5 Hapi Cafe Limited Hong Kong 99.6 99.6 Hapi Group HK Limited Hong Kong 99.6 99.6 AHR Texas Four, LLC United States of America 100 100 Hapi Robot Service Pte. Ltd. Singapore 99.6 99.6 Guangdong LeFu Wealth Investment Consulting Co., Ltd. China 99.6 99.6 Dongguan Leyouyou Catering Management Co., Ltd. China 99.6 99.6 Ketomei Pte. Ltd. Singapore 34.8 * 34.8 * Hapi Café Co., Ltd. Taiwan 99.6 99.6 Hapi Robot Inc. United States of America 64.8 64.8 Hapi Café Sdn. Bhd. Malaysia 62.5 62.5 L.E.H. Insurance Group, LLC United States of America 62.5 62.5 Hapi Wealth Builder Limited Hong Kong 62.5 62.5 LVD Merger Corp. United States of America 85.8 85.8 Alset Real Estate Holdings Inc. United States of America 85.8 85.8 New Energy Asia Pacific Inc. United States of America 100 100 Alset Robot Inc. United States of America 68.2 68.2 Hapi Marketplace Limited Hong Kong 100 - * Although the Company indirectly holds less than 50% of shares of these entities, the subsidiaries of the Company directly hold more than 50% of shares of these entities, and therefore, they are still consolidated into the Company. During the year ended December 31, 2025, the Company disposed some subsidiaries which had no or very minimal activities. The disposal of these entities had immaterial effect on the Company’s consolidated financial statements and their deconsolidation did not meet the criteria for presentation as discontinued operations under ASC 205-20. F- 6 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, allowance for doubtful accounts, valuation of real estate assets, allocation of development costs and capitalized interest to sold lots, fair value of the investments, the valuation allowance of deferred taxes, and contingencies. Actual results could differ from those estimates. In our property development business, land acquisition costs are allocated to each lot based on the area method, the size of the lot compared to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project. If allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable, those costs would be allocated based on area method. When the Company purchases properties but does not receive the assessment information from the county, the Company allocates the values between land and building based on the data of similar properties. The Company makes appropriate adjustments once the assessment from the county is received. At the same time, any necessary adjustments to depreciation expense are made in the income statement. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents include cash on hand and at the bank and short-term deposits with financial institutions that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in values. Restricted Cash As a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was required to maintain a minimum of $ 2,600,000 in an interest-bearing account maintained by the lender as additional security for the loans. The fund was required to remain as collateral for the loan and outstanding letters of credit until the loan and letters of credit are paid off in full and the loan agreement is terminated. The loan has expired during 2022 and only letters of credit were outstanding as of December 31, 2025. On February 11, 2026, approximately $ 107,991 was released from collateral for outstanding letters of credit. In February 2026, the remaining outstanding letter of credit was fully released, and the related letter-of-credit facility was closed. As of March 31, 2026 and December 31, 2025, the total balance of this account was $ 0 and $ 107,982 , respectively. Account Receivables and Allowance for Credit Losses Account receivables is recorded at invoiced amounts net of an allowance for credit losses and does not bear interest. The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing account receivables. The measurement and recognition of credit losses involves the use of judgment. Management’s assessment of expected credit losses includes consideration of current and expected economic conditions, market and industry factors affecting the Company’s customers (including their financial condition), the aging of account balances, historical credit loss experience, customer concentrations, customer creditworthiness, and the existence of sources of payment. The Company also establishes an allowance for credit losses for specific receivables when it is probable that the receivable will not be collected and the loss can be reasonably estimated. Account receivables considered uncollectible are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2026 and December 31, 2025, the allowance for credit losses was an immaterial amount. The Company does not have any off-balance sheet credit exposure related to its customers. As of March 31, 2026 and December 31, 2025, the balance of account receivables was $ 55,696 and $ 57,002 , respectively. Other Receivables and Allowance for Credit Losses Other receivables include developer reimbursements for Lakes at Black Oak and Alset Villas projects. The Company accrues reimbursement receivables based on amounts it expects to receive from each respective development partner. Certain reimbursements include interest, which the Company books in the consolidated statements of operations. When the actual cash received exceeds the amounts previously accrued, the excess is recognized in other income. As of March 31, 2026 and December 31, 2025, $ 678,100 and $ 716,800 , respectively, in reimbursement amounts remained outstanding and is included in other receivables on the consolidated balance sheet. The Company records an allowance for credit losses based on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the third-party engineering company, and Moody’s credit ratings. The allowance amount for these reimbursements was immaterial at March 31, 2026 and December 31, 2025. F- 7 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. As of March 31, 2026 and December 31, 2025, inventory consisted of finished goods from subsidiaries of HWH International Inc. and Hapi Metaverse Inc. The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required to write-down inventories to net realizable value. Investment Securities Investment Securities at Fair Value The Company commonly holds investments in equity securities with readily determinable fair values, equity investments without readily determinable fair values, investments accounted for under the equity method, and investments at cost. Certain of the Company’s investments in marketable equity securities and other securities are long-term, strategic investments in companies that are in various stages of development. The Company accounts for certain of its investments in equity securities in accordance with ASU 2016-01 Financial Instruments—Overall (Subtopic 825- 10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) . In accordance with ASU 2016-01, the Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price at the close of the reporting period. The Company has a portfolio of trading securities. The objective is to generate profits on short-term differences in market prices. The Company does not have significant influence over any trading securities in our portfolio and fair value of these trading securities are determined by quoted stock prices. The Company has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity method of accounting. DSS, Inc. (“DSS”), HIPH World Inc. (f.k.a. American Premium Water Corporation and New Electric CV Corporation, “HIPH”), Value Exchange International Inc. (“VEII”), and Sharing Services Global Corp. (“SHRG”) are publicly traded companies and their fair value is determined by quoted stock prices. ● The Company has significant influence over DSS. As of March 31, 2026 and December 31, 2025, the Company owned approximately 43.6 % of the common stock of DSS. Our CEO, Chan Heng Fai, is an owner of additional common stock of DSS (not including any common or preferred shares we hold). In addition, our Chief Executive Officer is the Chairman of the Board of Directors of DSS. Apart from Chan Heng Fai, several other members of the Board of Directors of Alset Inc. are also members of the Board of Directors of DSS (Chan Tung Moe, our Co-Chief Executive Officer and a son of Chan Heng Fai, Lim Sheng Hon Danny, Wong Shui Yeung, Wu Wai William Leung, and Joanne Wong Hiu Pan). ● The Company has significant influence over HIPH as the Company holds approximately 0.5 % of the common shares of HIPH and our Chief Executive Officer, Chan Heng Fai, is the majority owner of the common stock of HIPH (not including any common shares we hold). ● The Company has significant influence over VEII as the Company holds approximately 45.8 % of the common shares of VEII. Chan Heng Fai and another member of the Board of Directors of Hapi Metaverse Inc., Lum Kan Fai Vincent, are both members of the Board of Directors of VEII. In addition to Mr. Chan, three other members of the Board of Directors of Alset Inc. are also members of the Board of Directors of VEII (Wong Shui Yeung, Wong Tat Keung, and Lim Sheng Hon Danny). ● The Company has significant influence over SHRG as the Company holds approximately 29.0 % of the common shares of SHRG. Our Chief Executive Officer is a significant stockholder of SHRG shares. Investment Securities at Cost Investments in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes in orderly transactions for the identical or similar investments of the same issuer. These investments are measured at fair value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss, recognized in the condensed consolidated statements of comprehensive income, equals to the amount by which the carrying value exceeds the fair value of the investment. F- 8 On March 14, 2024, the Company entered into a share subscription agreement through its subsidiary Alset F&B Holding Pte. Ltd. (“F&BH”) for 19,000 shares of Ideal Food & Beverage Pte. Ltd. (“IFBPL”), constituting 19 % of the issued shares of IFBPL. The subscription fee of $ 14,010 was paid to IFBPL on May 23, 2024. The Company impaired this investment of $ 14,010 to $ 0 , due to net liabilities of IFBPL as of December 31, 2024. On February 26, 2026, the Company entered into a share subscription agreement through F&BH for additional 19,000 shares of newly issued 100,000 shares of IFBPL. The subscription fee of $ 14,974 was paid to IFBPL on February 26, 2026. Following the new subscription, the Company holds a total of 38,000 shares out of 200,000 total outstanding shares of IFBPL, representing 19 % of IFBPL’s outstanding shares. On May 31, 2021, the Company’s indirect subsidiary, UBeauty Limited, invested $ 19,609 in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18 % ownership. K Beauty was established for sourcing, developing and producing variety of Korea-made beauty products as well as Korea - originated beauty contents for the purpose of distribution to HWH’s membership distribution channel. On April 25, 2024, the Company entered into a binding term sheet through its subsidiary Health Wealth Happiness Pte Ltd. (“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan Heng Fai, the Company’s Executive Chairman, as a part of the Company’s strategy of building its travel business in Asia. The joint venture company (referred to here as the “JVC”) is known as HapiTravel Holding Pte. Ltd. The JVC was incorporated in July 2024 and is owned by: (a) HWHPL holds 19% of the shares in the JVC; (b) Chan Heng Fai holds 11%; and (c) the remaining 70% of the shares in the JVC are held by Chen Ziping . On April 23, 2025, the Company completed the sale of HWH World Inc. (“HWHKOR”) by Health Wealth Happiness Pte. Ltd. (“HWHPL”) to AES Group Inc. (“AES”), a Korean entity. The sale was consummated under a term sheet signed on April 20, 2025, pursuant to which the Company agreed to transfer its 100 % equity interest in HWHKOR to AES. In exchange, AES agreed to issue new shares, representing 19.9 % of the enlarged share capital of AES to the Company upon closing. Total of $ 384,356 gain was generated from this deal and recorded in the Company’s statement of operations. The disposal of HWHKOR had immaterial effect on the Company’s consolidated financial statements and the deconsolidation did not meet the criteria for presentation as discontinued operations under ASC 205-20. There has been no indication of impairment or changes in observable prices via transactions of similar securities in the remaining investments and these remaining investments are still carried at cost. Equity Method Investment The Company accounts for equity investments in entities with significant influence under equity-method accounting. Under this method, the Company’s pro rata share of income (loss) from investment is recognized in the condensed consolidated statements of comprehensive income. Dividends received reduce the carrying amount of the investment. When the Company’s share of loss in an equity-method investee equals or exceeds its carrying value of the investment in that entity, the equity method investment can be reduced below zero based on losses, if the Company either is liable for the obligations of the investee or provides for losses in excess of the investment when imminent return to profitable operations by the investee appears to be assured. Otherwise, the Company does not recognize its share of equity method losses exceeding its carrying amount of the investment. Equity-method investment is reviewed for impairment by assessing if the decline in market value of the investment below the carrying value is other-than-temporary. In making this determination, factors are evaluated in determining whether a loss in value should be recognized. These include consideration of the intent and ability of the Company to hold investment and the ability of the investee to sustain an earnings capacity, justifying the carrying amount of the investment. Impairment losses are recognized in other expense when a decline in value is deemed to be other-than-temporary. American Medical REIT Inc. LiquidValue Asset Management Pte. Ltd. (“LiquidValue”), a subsidiary of the Company, owns 16.4 % of American Medical REIT Inc. (“AMRE”) as of March 31, 2026, a company concentrating on medical real estate. AMRE acquires state-of-the-art, purpose-built healthcare facilities and leases them to leading clinical operators with dominant market share under secure triple net leases. AMRE targets hospitals (both Critical Access and Specialty Surgical), Physician Group Practices, Ambulatory Surgical Centers, and other licensed medical treatment facilities. Chan Heng Fai, our Chairman and CEO, is the executive chairman and director of AMRE. DSS, of which we own 43.6 % and have significant influence over, owns 80.8 % of AMRE. Therefore, the Company has significant influence over AMRE. The Company’s share of losses from AMRE exceeded the carrying amount of the investment, and as a result, the Company suspended recognition of additional losses. The Company will resume recognizing its share of losses only to the extent that it subsequently becomes obligated to fund the investee’s losses or the investee returns to profitability and the Company’s share of earnings exceeds its previously unrecognized losses. F- 9 American Pacific Financial, Inc. The Company owns 36.9 % of the shares of the common stock of American Pacific Financial, Inc., formerly known as American Pacific Bancorp, Inc. (“APF”). APF is organized for the purposes of being a financial network holding company, focused on providing commercial loans and on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting, and advisory capital raising services. The Company elected to apply the equity method accounting to its investment in APF, as the Company retains significant influence over APF. During the three months ended March 31, 2026 and 2025, the investment loss was $ 23,452 and $ 565,769 , respectively. As of March 31, 2026 and December 31, 2025, the investment in APF was $ 2,384,946 and $ 2,408,398 , respectively. Sentinel Brokers Company Inc. The Company’s indirect subsidiary, SeD Capital Pte Ltd (“SeD Capital”), owns 39.8 shares ( 8.76 %) of the Common Stock of Sentinel Brokers Company Inc. (“Sentinel”). Sentinel is a broker-dealer operating primarily as a fiduciary intermediary, facilitating institutional trading of municipal and corporate bonds as well as preferred stock, and is registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). The Company has significant influence over Sentinel as our CEO holds a director position on Sentinel’s Board of Directors. Additionally, DSS, of which we own 43.6% and have significant influence over, owns 90% of Sentinel . During the three months ended March 31, 2026, the investment loss in Sentinel was $ 2,070 . During the three months ended March 31, 2025, the investment loss in Sentinel was $ 65,799 . Investment in Sentinel was $ 0 and $ 2,070 at March 31, 2026 and December 31, 2025, respectively. The Company’s share of losses from Sentinel exceeded the carrying amount of the investment, and as a result, the Company suspended recognition of additional losses. The Company will resume recognizing its share of losses only to the extent that it subsequently becomes obligated to fund the investee’s losses or the investee returns to profitability and the Company’s share of earnings exceeds its previously unrecognized losses. New Energy Asia Pacific Company Limited On May 22, 2025, the Company entered into the Stock Purchase Agreement dated with Chan Heng Fai, pursuant to which the Company purchased from Mr. Chan all of the outstanding shares of New Energy Asia Pacific Inc. (“NEAPI”) 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 bore a simple interest rate of 1 % per annum. Under the terms of the Convertible Note, Mr. Chan was able to convert any outstanding principal and interest into shares of the Company’s common stock at $ 3.00 per share prior to maturity of the Convertible Note five (5) years from the date of the Convertible Note. On July 23, 2025, the date when the transaction was closed, Mr. Chan converted the entire balance of the $ 83,000,000 Convertible Note into 27,666,667 restricted shares of the Company’s common stock. NEAPI owns 41.5 % of the issued and outstanding shares of New Energy Asia Pacific Company Limited (“New Energy”), a Hong Kong corporation. New Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries. During the three months ended March 31, 2026, the Company recognized its equity in loss of investee in New Energy of $ 83,000 . F- 10 During the year ended December 31, 2025, the Company recognized an impairment charge of approximately $ 30.1 million related to its investment in New Energy. The impairment was recognized after management determined that the decline in fair value below carrying value was other-than-temporary, based on factors including: ● delays in the execution and commercialization of New Energy’s taxi delivery projects; ● revised cash flow projections, including slower ramp-up and longer implementation timelines; and ● changes in market conditions in the distributed energy sector, including broader global geopolitical uncertainty. The Company valued its investment using a discounted cash flow methodology based on updated assumptions. The impairment primarily reflects delays in execution and cash flow realization, rather than a fundamental change in business outlook. Accordingly, the Company reduced the carrying amount of the investment to its estimated fair value of approximately $ 52.7 million as of December 31, 2025. Investment in New Energy was $ 52,622,000 at March 31, 2026. Investment in Debt Securities Certain debt securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss. Other debt securities are carried at cost, net of any impairment losses. Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated statements of comprehensive income. The Company evaluates its debt securities for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information. Deposits Deposits represent refundable rental deposits paid in connection with office and café leases. Deposits are classified as current assets if the related lease agreements are scheduled to expire within twelve months from the balance sheet date. Deposits associated with leases extending beyond twelve months are classified as noncurrent assets. As of March 31, 2026 and December 31, 2025, $ 84,395 and $ 75,108 of deposits, respectively, were current and would be refundable within the next twelve months. As of March 31, 2026 and December 31, 2025, $ 215,810 and $ 212,119 of deposits, respectively, were noncurrent. Real Estate Assets Real estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in accordance with FASB ASC 805 - “Business Combinations”, when acquired assets are recorded at fair value. Interest, property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction period of major facilities and land improvements. The capitalization period begins when activities to develop the parcel commence and ends when the asset constructed is completed. The capitalized costs are recorded as part of the asset to which they relate and are reduced when lots are sold. The Company did not capitalize construction costs during the three months ended March 31, 2026 and the year ended December 31, 2025. The Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment of identifying potential triggering events for impairment. Management may use the market comparison method to value other relatively small projects. In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), the Company applies a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred. The Company did no t record impairment on any of its projects during the three months ended on March 31, 2026 and 2025. F- 11 Rental Properties Rental properties are acquired with the intent to be rented to tenants. As of March 31, 2026 and December 31, 2025, the Company owned 132 homes. The aggregate purchase cost of all the homes is $ 30,998,258 . These homes are located in Montgomery and Harris Counties, Texas. All of these purchased homes are properties of our rental business. Investments in Single-Family Residential Properties The Company accounts for its investments in single-family residential properties as asset acquisitions and records these acquisitions at their purchase price. The purchase price is allocated between land, building and improvements based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, title fees, property inspection and valuation fees, as well as other closing costs. Building improvements and buildings are depreciated over estimated useful lives of approximately 10 to 27.5 years, respectively, using the straight-line method. The Company assesses its investments in single-family residential properties for impairment whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the asset’s carrying value with its fair value. Should impairment exist, the asset is written down to its estimated fair value. The Company did not recognize any impairment losses during three months ended March 31, 2026 and 2025. Rental of Model Houses In May 2023, the Company entered into a lease agreement for one of its model houses located in Montgomery County, Texas. The lease was terminated in February 2025. In the last quarter of 2025, the management procured a new tenant to occupy the premises, after the office used for real estate sales was converted back to a garage. On July 14, 2023, 150 CCM Black Oak Ltd entered into a model home lease agreement with Davidson Homes, LLC (“Davidson”). On August 3, 2023, 150 CCM Black Oak Ltd entered into a development and construction agreement with Davidson Homes, LLC to build a model house located in Montgomery County, Texas. On January 4, 2024, 150 CCM Black Oak Ltd sent $ 220,076 to Davidson as reimbursement for final construction cost and the contractor’s fee. The model home lease commenced on January 1, 2024, lease term is twenty-four ( 24 ) full months and annual base rent equals to twelve percentage (12%) of the total of the final cost of construction and the contractor’s fee. Starting January 1, 2026 Davidson’s contract continues on month-to-month basis. Revenue Recognition and Cost of Sales ASC 606 - Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services. ASC 606 requires the Company to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, performance obligations are satisfied. F- 12 The following represents the Company’s revenue recognition policies by Segments: Real Estate Rental Revenue The Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees. Rent from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Generally, at the end of the lease term, the Company provides the tenant with a one-year renewal option, including mostly the same terms and conditions provided under the initial lease term, subject to rent increases. The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within deferred revenues and other payables on the Company’s condensed consolidated balance sheets. Rental revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. For the three months ended March 31, 2026 and the year ended December 31, 2025, the Company did not recognize any deferred revenue and collected all rents due. Cost of Rental Revenue Cost of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and maintenance, depreciation and other related administrative costs. Utility expenses are paid directly by tenants. Other Businesses Food and Beverage Revenue Revenue is recognized when (or as) the Company transfers promised goods or services or catering service to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services or catering service to its customers. Cost of Food and Beverage Revenue Cost of F&B revenue consists of cost of procuring finished goods from suppliers and related shipping and handling fees. Stock-Based Compensation The Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted to non-employees for goods and services. During the three months ended March 31, 2026 and 2025, the Company did no t record any stock-based compensation expense. F- 13 Foreign currency Functional and reporting currency Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements of the Company are presented in U.S. dollars (the “reporting currency”). The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong, Australia, South Korea, the People’s Republic of China, and Taiwan are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”), South Korean Won (“KRW”), Chinese Yuan (CN¥) and Taiwan Dollar (“NT$”), which are also the functional currencies of these entities. Transactions in foreign currencies Transactions in currencies other than the functional currency during the periods are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations. The majority of the Company’s foreign currency transaction gains or losses come from the effects of foreign exchange rate changes on the intercompany loans between Singapore entities and U.S. entities. The Company recorded foreign exchange gain of $ 108,943 and foreign exchange loss of $ 1,409,102 during the three months ended on March 31, 2026 and 2025, respectively. The foreign currency transactional gains and losses are recorded in operations. Translation of consolidated entities’ financial statements Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. The Company’s entities with functional currency of S$, HK$, AUD, KRW, CN¥ and NT$, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenue, expense, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss). The Company recorded foreign currency translation adjustment gains within other comprehensive income of $ 247,103 and $ 1,417,410 for the three months ended March 31, 2026 and 2025, respectively. The foreign currency transactional gains and losses are recorded in operations. Earnings (Loss) per Share The Company presents basic and diluted earnings (loss) per share data for its common shares. Basic earnings (loss) per share are calculated by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares outstanding during the year, adjusted for treasury shares held by the Company. Diluted earnings (loss) per share are determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible securities, such as stock options, convertible bonds and warrants. At March 31, 2026 and December 31, 2025, there were 425,216 potentially dilutive warrants outstanding. Basic and diluted net loss per share is the same for both periods presented, as all potentially dilutive securities were antidilutive due to the Company’s net loss in both periods presented. F- 14 Fair Value Measurements ASC 820, Fair Value Measurement and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques. The carrying value of the Company’s financial instruments, including cash and restricted cash, accounts receivable and accounts payable and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The liabilities in connection with the conversion and make-whole features included within certain of the Company’s notes payable and warrants are each classified as a level 3 liability. Non-controlling interests Non-controlling interests represent the equity in subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the condensed consolidated statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance Sheets, separately from equity attributable to owners of the Company. Impairment of Long-lived Assets Real Estate Our policy is to annually obtain an independent third-party valuation for each major project in the United States to identify triggering events for impairment. Our management may use a market comparison method to value other relatively small projects. In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), we apply a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred. Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently, if the management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. The impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. F- 15 Loans and Investments The Company evaluates loans and investments for impairment at each reporting date. For loans, impairment is recognized when it is probable that the Company will be unable to collect all amounts due according to the contractual terms. For investments, an impairment loss is recorded if the decline in fair value is considered other-than-temporary. Impairment losses are measured based on the difference between the carrying amount and estimated fair value, with changes recognized in the consolidated statements of operations. Property and Equipment The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. Related Party Transactions The Company accounts for related party transactions in accordance with ASC 850 Related Party Disclosures . A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Presentation Changes For the three months ended March 31, 2025, the Company presented other income and other expense as separate line items in the condensed consolidated statements of operations. Beginning in the three months ended March 31, 2026, the Company combined these amounts and presented them on a net basis as other income, net, to conform to the current period presentation. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU 2023-09’s amendments are effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 for the year ended December 31, 2025. The adoption of this ASU did not have a material impact on our consolidated financial statements. In November 2024, the FASB issued ASU 2024-04—Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”) to improve the relevance and consistency in the application of induced conversion guidance in Subtopic 470-20, Debt—Debt with Conversion and Other Options. The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in ASU 2024-04 affect entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion. The amendments in ASU 2024-04 are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The amendments in ASU 2024-04 permit an entity to apply the new guidance on either a prospective or a retrospective basis. The adoption of this ASU did not have a material impact on our consolidated financial statements. F- 16 Accounting pronouncements pending adoption In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve disclosures about public business entity’s expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270). This update enhances the clarity and organization of interim reporting and the applicability of Topic 270. It also clarifies the required form and content of interim financial statements, including requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The standard is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the update either prospectively or retrospectively. We are currently evaluating the impact of adopting this standard on our financial statements and disclosures. 3. CONCENTRATIONS The Company maintains cash balances at various financial institutions in different countries. These balances are usually secured by the central banks’ insurance companies. At times, these balances may exceed the insurance limits. For the three months ended March 31, 2026, no single customer accounted for 10 % or more of the Company’s revenue. 4. SEGMENTS Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers (the “CODMs”), or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers are the two Co-CEOs, who review and assess the performance of the Company as a whole. The Company reports its segment information to reflect the manner in which the CODMs review and assess performance. The Company has four operating segments based on the products and services we offer, which include three of our principal businesses – real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business activities. In determination of segments, the Company, together with its CODMs, considers factors that include the nature of business activities, allocation of resources and management structure. The primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODMs use net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated Statements of Operations. Costs excluded from segment income (loss) before taxes and reported as “Other” consist of corporate general and administrative activities which are not allocable to the four reportable segments. F- 17 The following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the three months ended March 31, 2026 and 2025: SCHEDULE OF SEGMENT INFORMATION Real Estate Digital Transformation Technology Biohealth Business Other Total Three Months Ended on March 31, 2026 Revenue $ 726,659 $ - $ - $ 254,119 $ 980,778 Cost of Sales ( 638,041 ) - - ( 67,627 ) ( 705,668 ) Gross Profit 88,618 - - 186,492 275,110 Operating Expenses ( 668,431 ) ( 49,389 ) ( 97,620 ) ( 2,112,111 ) ( 2,927,550 ) Operating Loss ( 579,813 ) ( 49,389 ) ( 97,620 ) ( 1,925,619 ) ( 2,652,440 ) Other Income (Expense) - ( 57,691 ) ( 6,262 ) ( 2,538,890 ) ( 2,602,843 ) Net Loss Before Income Tax ( 579,813 ) ( 107,080 ) ( 103,882 ) ( 4,464,509 ) ( 5,255,283 ) Real Estate Digital Transformation Technology Biohealth Business Other Total Three Months Ended on March 31, 2025 Revenue $ 717,805 $ - $ - $ 350,498 $ 1,068,303 Cost of Sales ( 602,785 ) - - ( 174,744 ) ( 777,529 ) Gross Profit 115,020 - - 175,754 290,774 Operating Expenses ( 1,144,805 ) ( 163,554 ) ( 512,932 ) ( 2,401,601 ) ( 4,222,892 ) Operating Loss ( 1,029,785 ) ( 163,554 ) ( 512,932 ) ( 2,225,847 ) ( 3,932,118 ) Other Income (Expense) 10,720 ( 1,251,283 ) ( 698,374 ) ( 3,590,890 ) ( 5,529,826 ) Net Loss Before Income Tax ( 1,019,065 ) ( 1,414,837 ) ( 1,211,306 ) ( 5,816,737 ) ( 9,461,944 ) 5. REAL ESTATE ASSETS As of March 31, 2026 and December 31, 2025, real estate assets consisted of the following: SCHEDULE OF REAL ESTATE ASSETS Description Land Building & Improvements Other Accumulated Depreciation Total Net Carrying Amount Balance at December 31, 2025 $ 6,060,083 $ 27,477,467 $ 310,173 $ ( 4,226,771 ) $ 29,620,952 Depreciation Expense — — — ( 268,679 ) ( 268,679 ) Balance at March 31, 2026 $ 6,060,083 $ 27,477,467 $ 310,173 $ ( 4,495,450 ) $ 29,352,273 Description Land Building & Improvements Other Accumulated Depreciation Total Net Carrying Amount Balance at December 31, 2024 $ 6,060,083 $ 27,477,467 $ 310,173 $ ( 3,152,054 ) $ 30,695,669 Depreciation Expense — — — ( 268,679 ) ( 268,679 ) Balance at March 31, 2025 $ 6,060,083 $ 27,477,467 $ 310,173 $ ( 4,226,771 ) $ 30,426,990 Single family residential properties As of March 31, 2026 and December 31, 2025, the Company owned 132 Single Family Residential Properties (“SFRs”). The Company’s aggregate investment in those SFRs was $ 31 million. Depreciation expense was $ 268,679 and $ 268,679 in the three months ended March 31, 2026 and 2025, respectively. These homes are located in Montgomery and Harris Counties, Texas. F- 18 The following table presents the summary of our SFRs as of March 31, 2026: SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES Number of Homes Aggregate Initial Investment Average Investment per Home SFRs 132 $ 31,388,691 $ 237,793 6. NOTES PAYABLE As of March 31, 2026 and December 31, 2025, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE March 31, 2026 December 31, 2025 Motor Vehicle Loans $ 86,089 $ 98,091 Loans for Operations 22,316 22,415 Promissory Note to D. Boral Capital LLC 837,382 829,182 Total notes payable $ 945,787 $ 949,688 M&T Bank Loan On April 17, 2019, SeD Maryland Development LLC entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in the principal amount not to exceed at any one time outstanding the sum of $ 8,000,000 , with a cumulative loan advance amount of $ 18,500,000 . The line of credit bore interest rate on LIBOR plus 375 basis points. SeD Maryland Development LLC was also provided with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $ 900,000 . The L/C commission will be 1.5 % per annum on the face amount of the L/C. Other standard lender fees will apply in the event the L/C is drawn down. The loan is a revolving line of credit. The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed. Repayment of the Loan Agreement is secured by $ 2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. The loan expired during 2022 and only L/C is outstanding as of March 31, 2026 and December 31, 2025. On March 15, 2022 approximately $ 2,300,000 was released from collateral, leaving approximately $ 300,000 as collateral for outstanding letters of credit. On December 14, 2023 and February 11, 2026, approximately $ 201,751 and $ 107,991 , respectively, was released from collateral for outstanding letters of credit. In February 2026, the remaining outstanding letter of credit was fully released, and the related letter-of-credit facility was closed. Promissory Note to D. Boral Capital LLC On December 18, 2023, the Company’s subsidiary, HWH International Inc. entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting agreement previously entered into by HWH and D. Boral Capital LLC (“D. Boral Capital”) (previously known as EF Hutton LLC), a division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination of $ 325,000 in cash paid upon the closing of Business Combination, 149,443 shares of the Company’s common stock and a $ 1,184,375 promissory note as full satisfaction. This agreement was effective at the closing of Business Combination on January 9, 2024. The 149,443 shares were issued as of the price of $ 10.10 , totaling the amount of $ 1,509,375 . The fair value of the HWH shares at issuance on January 9, 2024 was $ 2.82 per share or $ 421,429 . No gain or loss was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior underwriting costs accounted for in equity. The promissory note carries interest rate equal to SOFR (secured overnight financing rate for U.S. Government Securities Business Day published by the Federal Reserve Bank of New York) plus a margin of one percent. The principal amount of the promissory note and any accrued interest shall mature (i) partially in the event HWH completes an offering within one year of the date of the promissory note, the amount of outstanding debt maturing being proportionate to the amount of proceeds of the future offering, or (ii) in partial installments through October of 2028, the outstanding balance being paid annually until the balance owed is paid in full. As of March 31, 2026, the Company accrued $ 126,757 in interest on the promissory note and owed $ 837,382 to D. Boral Capital. As of December 31, 2025, the Company accrued $ 118,557 in interest on the promissory note and owed $ 829,182 to D. Boral Capital. The remaining principal will be repaid in three installments of $ 236,875 due in October of 2026, 2027, and 2028. F- 19 7. RELATED PARTY TRANSACTIONS Purchase of Shares and Warrants from HIPH On July 17, 2020, the Company purchased 122,039,000 shares, approximately 0.5 % ownership, and warrants to purchase 1,220,390,000 shares with an exercise price of $ 0.0001 per share, from HIPH, for an aggregate purchase price of $ 122,039 . We value the HIPH warrants under level 3 category through a Black Scholes option pricing model. The fair value of the HIPH warrants was $ 973 as of March 31, 2026 and December 31, 2025. Convertible Notes from Value Exchange On 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 grants conversion rights to each Lender. Each Advance shall be convertible, in whole or in part, into shares of VEII’s Common Stock at the option of the Lender who made that Advance (being referred to as a “Conversion”), at any time and from time to time, at a price per share equal the “Conversion Price”. In the event that a Lender elects to convert any portion of an Advance into shares of VEII Common Stock in lieu of cash payment in satisfaction of that Advance, then VEII would issue to the Lender five (5) detachable warrants for each share of VEII’s Common Stock issued in a Conversion (“Warrants”). Each Warrant will entitle the Lender to purchase one (1) share of Common Stock at a per-share exercise price equal to the Conversion Price. The exercise period of each Warrant will be five (5) years from date of issuance of the Warrant. On February 23, 2023, Hapi Metaverse loaned VEII $ 1,400,000 (the “Loan 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 maturity date of the note was extended to February 23, 2029 in March 2026. On September 6, 2023, Hapi Metaverse converted $ 1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII’s Common Stock. Under the terms of the 1 st VEII Credit Agreement, Hapi Metaverse received Warrants to purchase a maximum of 36,723,160 shares of VEII’s Common Stock at an exercise price of $ 0.1770 per share. Such warrants expire five (5) years from date of their issuance. On March 31, 2026 the fair value of the remaining $ 100,000 of convertible note and warrants was $ 19,699 and $ 18,227 , respectively. On December 31, 2025 the fair value of the remaining $ 100,000 of convertible note and warrants was $ 10,860 and $ 18,301 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value). On December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“2 nd VEII Credit Agreement”) with VEII. 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, 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 Warrant. The fair value of this convertible note on March 31, 2026 and December 31, 2025 was $ 402,826 and $ 377,925 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value). At the time of this filing, the Company has not converted the Loan Amount. F- 20 On July 15, 2024, the Company entered into a Convertible Credit Agreement (“3 rd VEII Credit Agreement”) with VEII for an unsecured credit line in the maximum amount of $ 110,000 (“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; or (3) be repaid in a combination of cash and shares of VEII Common Stock. The principal amount of each Advance under the 3 rd VEII Credit Agreement is due and payable on the third (3rd) annual anniversary of the date that the Advance is received by VEII along with any unpaid interest accrued on the principal (the “Advance Maturity Date”). Prior to the Advance Maturity Date, unpaid interest accrued on any Advance shall be paid on the last business day of June and on the last business day of December of each year in which the Advance is outstanding and not converted into shares of VEII Common Stock. Company may prepay any Advance under the 3 rd VEII Credit Agreement and interests accrued thereon prior to Advance Maturity Date without penalty or charge. At the time of this filing, the Company has not converted the Loan Amount. The fair value of this convertible note on March 31, 2026 and December 31, 2025 was $ 100,349 and $ 100,633 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value). At the time of this filing, the Company has not converted the Loan Amount. VEII issued a Convertible Promissory Note (the “VEII Convertible Promissory Note”) for $ 30,000 , dated as of March 28, 2025 to Alset Inc. as consideration for a loan in the same amount. This amount can be converted into shares of VEII pursuant to the terms of the VEII Convertible Promissory Note for a period of two years, 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 March 31, 2026 and December 31, 2025 was $ 27,618 and $ 27,857 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value). At the time of this filing, the Company has not converted the Loan Amount. Convertible Notes from Sharing Services On 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. The 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. 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 March 31, 2026 and December 31, 2025 was $ 254,688 and $ 258,409 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value). On 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 . 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 Note. 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 March 31, 2026 the fair value of the 2 nd SHRG Convertible Note and warrants was $ 222,939 and $ 7 , respectively. On December 31, 2025, the fair value of the 2 nd SHRG Convertible Note and warrants was $ 227,909 and $ 12 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value). On May 9, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “3 rd SHRG Convertible Note”) in the amount of $ 250,000 , convertible into 89,286 shares of SHRG’s 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, 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 March 31, 2026 and December 31, 2025, the fair value of the 3 rd SHRG Convertible Note was $ 225,404 and $ 231,679 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value.) F- 21 On June 6, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “4 th SHRG Convertible Note”) in the amount of $ 250,000 , convertible into 89,286 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $ 250,000 . The Convertible Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the 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 March 31, 2026 and December 31, 2025, the fair value of the 4 th SHRG Convertible Note was $ 227,040 and $ 230,393 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value.) On August 13, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “5 th SHRG Convertible Note”) in the amount of $ 100,000 , convertible into 35,714 shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 100,000 . The 5 th SHRG Convertible Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the 5 th SHRG Convertible Note, August 13, 2027. 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 March 31, 2026 and December 31, 2025, the fair value of the 5 th SHRG Convertible Note was $ 88,837 and $ 91,066 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value.) On 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, 2026, which was extended to 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 March 31, 2026 and December 31, 2025, the fair value of the 1 st Loan Agreement was $ 140,436 and $ 160,941 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value.) On 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 . At the time of this filing, HWH has not converted any of the debt contemplated by the 6 th SHRG Convertible Note nor converted any warrants. On March 31, 2026, the fair value of the 6 th SHRG Convertible Note and warrants was $ 125,931 and $ 47 , respectively. On December 31, 2025, the fair value of the 6 th SHRG Convertible Note and warrants was $ 127,260 and $ 75 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value.) On 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 17, 2026 . Additionally, upon execution SHRG incurred a commitment fee representing 5 % of the loan principal, $ 12,500 . On 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 . The Loan Agreement bears an 10 % interest rate. F- 22 On 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 a scheduled maturity on June 26, 2028. At the time of filing, HWH has not converted any of the debt contemplated by the 7 th SHRG Convertible Note. On March 31, 2026 and December 31, 2025, the fair value of the 7 th SHRG Convertible Note was $ 50,580 and $ 52,535 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value.) On 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 8th SHRG Convertible Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the note. Additionally, upon signing the 8 th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8 % of the principal amount, $ 5,600 in total, to be paid either in cash or in common stock of SHRG, at HWH’s discretion. On March 31, 2026 and December 31, 2025, the fair value of the 8 th SHRG Convertible Note was $ 58,293 and $ 59,621 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value.) On 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 9 th SHRG Convertible Note. On March 31, 2026 and December 31, 2025, the fair value of the 9 th SHRG Convertible Note was $ 166,502 and $ 170,945 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value.) On 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 10 th SHRG Convertible Note. On March 31, 2026 and December 31, 2025, the fair value of the 10 th SHRG Convertible Note was $ 123,252 and $ 126,081 , respectively. (For further details on fair value valuation refer to Note 11. – Assets Measured at Fair Value.) On January 2, 2026, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “11 th SHRG Convertible Note”) in the amount of $ 40,000 , convertible into 6,666,667 shares of SHRG’s common stock at HWH’s option for an aggregate purchase price of $ 40,000 . The 11 th SHRG Convertible Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the note, January 2, 2029. Additionally, upon signing the 11 th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8 % of the principal amount, $ 3,200 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 11 th SHRG Convertible Note. As of March 31, 2026, the 11 th SHRG Convertible Note was carried at cost of $ 40,000 . F- 23 On January 8, 2026, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “12 th SHRG Convertible Note”) in the amount of $ 120,000 , convertible into SHRG common stock at $ 0.006 per share at HWH’s option. The 12 th SHRG Convertible Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the note, January 8, 2029. Additionally, upon signing the 12 th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8 % of the principal amount, $ 9,600 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 12 th SHRG Convertible Note. As of March 31, 2026, the 12 th SHRG Convertible Note was carried at cost of $ 120,000 . On February 4, 2026, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “13 th SHRG Convertible Note”) in the amount of $ 125,000 , convertible into SHRG common stock at $ 0.006 per share at HWH’s option. The 13 th SHRG Convertible Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the note, February 4, 2029. Additionally, upon signing the 13 th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8 % of the principal amount, $ 10,000 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 13 th SHRG Convertible Note. As of March 31, 2026, the 13 th SHRG Convertible Note was carried at cost of $ 125,000 . Convertible Note from DSS On March 26, 2026, Alset International entered into a securities purchase agreement (the “DSS SPA”) with DSS, pursuant to which Alset International lent DSS $ 2,450,000 , in exchange for a convertible promissory note (the “DSS Note”) and warrants to purchase 16,554,055 shares of DSS common stock (the “DSS Warrants”). The DSS Note bears a simple interest rate of 3 % per annum. Under the terms of the DSS Note, Alset International may convert any outstanding principal and interest into shares of DSS common stock at $ 0.74 per share upon notice prior to maturity of the DSS Note five ( 5 ) years from the date of thereof. The DSS Warrants to be issued to Alset International are to purchase up to 16,554,055 shares of DSS common stock at an exercise price of $ 0.93 per share. The DSS Warrants expire on their fifth anniversary. As of March 31, 2026, the DSS Note had a face value of $ 2,450,000 , unamortized premium of $ 317,196 , net carrying value of $ 2,132,804 , and accrued interest receivable of $ 1,007 . Management concluded that the DSS Warrants meet the definition of derivative instruments under ASC 815 and, because the warrants are indexed to the equity of a third party rather than the Company’s own stock, the scope exception under ASC 815-10-15-74 does not apply. Accordingly, the DSS Warrants are recognized as derivative assets and remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The fair value of the DSS Warrants as of March 31, 2026 was $ 2,951,588 . Credit Facility Agreement with HWH On April 14, 2025, the Company entered into an amendment (the “Amendment”) to the Credit Facility Agreement with HWH International Inc. 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, 2026. 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. Sale of IBO Shares Between March 31, 2025 and April 4, 2025, the Company and its subsidiaries Alset International Limited and Global Biomedical Pte. Ltd. collectively sold the Company’s entire equity interest in Impact Biomedical Inc. (NYSE: IBO) (“Impact”) consisting of 4,568,165 shares of Impact’s common stock. The disposition of the Impact stock was made through several sales on the market through a broker. These transactions generated total proceeds of $ 4,184,575 and resulted in a recognized loss of $ 2,439,264 . F- 24 Acquisition of New Energy Asia Pacific Inc. On December 13, 2023, the Company entered into a term sheet with Chan Heng Fai (the “Seller”), the Chairman of the Board of Directors, Chief Executive Officer and largest stockholder of the Company. The Company had agreed to purchase from the Seller all of the issued and outstanding shares of New Energy Asia Pacific Inc. (“NEAPI”), a corporation incorporated in the State of Nevada, for the consideration of $ 103,750,000 , to be paid in the form of a convertible promissory note to be issued to the Seller. NEAPI owns 41.5 % of the issued and outstanding shares of New Energy Asia Pacific Limited (“New Energy”), a Hong Kong corporation. The parties 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 rate. The closing of the transactions contemplated by the Amended Term Sheet occurred on July 23, 2025. During the three months ended March 31, 2026 and the year ended December 31, 2025, the Company recognized its equity in loss of investee in New Energy of $ 83,000 and $ 212,246 , respectively. During the year ended December 31, 2025, the Company recognized an impairment charge of approximately $ 30.1 million related to its investment in New Energy. The impairment was recognized after management determined that the decline in fair value below carrying value was other-than-temporary, based on factors including: ● delays in the execution and commercialization of New Energy’s taxi delivery projects; ● revised cash flow projections, including slower ramp-up and longer implementation timelines; and ● changes in market conditions in the distributed energy sector, including broader global geopolitical uncertainty. The Company valued its investment using a discounted cash flow methodology based on updated assumptions. The impairment primarily reflects delays in execution and cash flow realization, rather than a fundamental change in business outlook. Accordingly, the Company reduced the carrying amount of the investment to its estimated fair value of approximately $ 52.7 million as of December 31, 2025. Investment in New Energy was $ 52,622,000 at March 31, 2026. Notes Payable Chan Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty. Ltd. for its general operations. As of March 31, 2026 and December 31, 2025, the outstanding balance was $ 12,787 and $ 12,500 , respectively. Chan Heng Fai provided an interest-free, due on demand advance to Hapi Metaverse Inc. for its general operations. As of March 31, 2026 and December 31, 2025, the outstanding balance was $ 4,139 and $ 4,168 , respectively. In June and July 2025 Chan Heng Fai provided interest-free, due on demand advances to HWH International Inc. for its general operations. As of March 31, 2026 and December 31, 2025, the outstanding balance was $ 4,818 and $ 4,263 , respectively. F- 25 Management Fees MacKenzie Equity Partners, LLC, an entity owned by Charles MacKenzie, Chief Development Officer of the Company, has a consulting agreement with a majority-owned subsidiary of the Company. Pursuant to an agreement entered into in June of 2022, as supplemented in August, 2023, the Company’s subsidiary has paid $ 25,000 per month for consulting services. In addition, MacKenzie Equity Partners, LLC has been paid certain bonuses, including a sum of $75,000 in May 2025 and $120,000 in December 2025. The Company incurred expenses of $ 75,000 and $ 75,000 in the three months ended March 31, 2026 and 2025, respectively. On March 31, 2026 and December 31, 2025, the Company owed this related party $ 25,000 and $ 39,529 , respectively. These amounts are included in Accounts Payable in the accompanying condensed consolidated balance sheets. Notes Receivable from Related Party On 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. The loan 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. As of March 31, 2026 and December 31, 2025 LVAML owed the Company $ 33,036 . On 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 %. As of December 31, 2024 the Company accrued $ 40,000 in 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. On November 6, 2024, the Company’s subsidiary signed a loan agreement with HapiTravel Holding Pte. Ltd. (“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 March 31, 2026 and December 31, 2025 the Company accrued $ 8,977 and $ 7,168 in interest, respectively, and impaired $ 25,789 and $ 139,514 at March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026 and December 31, 2025 HTHPL owed $ 953 and $ 25,789 , respectively, to the Company. On 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 March 31, 2026 and December 31, 2025, the Company accrued $ 9,670 and $ 6,230 in interest, respectively. As of March 31, 2026 and December 31, 2025, HTHPL owed $ 288,745 and $ 286,555 to the Company, respectively. On December 18, 2024, the Company’s subsidiary sold Hapi Travel Pte. Ltd. (“HTPL”) to HTHPL for a consideration of $ 834 . On 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 March 31, 2026 and December 31, 2025, the Company accrued $ 5,799 and $ 4,839 in interest, respectively, and HTHPL repaid $ 17,248 in 2025. As of March 31, 2026 and December 31, 2025 HTHPL owed $ 70,515 and $ 70,043 , respectively, to the Company. On 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 March 31, 2026 and December 31, 2025, the Company accrued $ 6,565 and $ 5,197 in interest, respectively, and New Energy Asia owed $ 75,459 and $ 74,614 , respectively, to the Company. F- 26 On March 26, 2026 the Company’s subsidiary entered into loan agreement with New Energy Asia, pursuant to which the Company agreed to lend $ 713,093 to New Energy Asia. The loan carries simple annual interest rate of 8 % and is due on March 26, 2029. As of March 31, 2026, the Company accrued $ 781 in interest, and New Energy Asia owed $ 709,246 , to the Company. On 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 March 31, 2026 and December 31, 2025, the Company accrued $ 20,901 and $ 12,579 in interest and DSS owed $ 520,901 and $ 512,579 , to the Company, respectively. On 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 $ 33,953 as an interest-free loan, which is due on demand. On 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. In the first three months of 2026 VEIHK repaid $ 28,082 of the loan. As of March 31, 2026 and December 31, 2025, the Company accrued $ 2,189 and $ 2,189 in interest and VEIHK owed $ 58,423 and $ 87,009 , to the Company, respectively. On 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 March 31, 2026 and December 31, 2025 the Company accrued $ 298 and $ 150 in interest and VEII owed $ 7,798 and $ 7,650 , to the Company, respectively. 8. EQUITY The Company has authorized share capital of 250,000,000 common shares and 25,000,000 preferred shares. The Company has designated 6,380 preferred shares as Series A Preferred Stock and 2,132 as Series B Preferred Stock. Holders of the Series A Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series A Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series A Preferred Stock is convertible. Holders of Series A Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series A Preferred Stock would receive if the Series A Preferred Stock were fully converted into Common Stock. Holders of the Series B Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock par value $ 0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series B Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series B Preferred Stock is convertible. Holders of Series B Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series B Preferred Stock would receive if the Series B Preferred Stock were fully converted into Common Stock. The Company analyzed the Preferred Stock and the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity. F- 27 On January 2, 2025, the Company entered into a securities purchase agreement with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers an aggregate of 1,500,000 shares of common stock, par value $ 0.001 per share, at a purchase price of $ 1.00 per share, in a registered direct offering (the “Offering”). The Offering was made pursuant to the Company’s existing shelf registration statement filed with the Securities and Exchange Commission (“Commission”) on April 11, 2022, and declared effective by the Commission on May 5, 2022. A prospectus supplement to the Registration Statement was filed with the Commission on January 3, 2025. The closing of the Offering occurred on January 3, 2025. The Company received net proceeds from the Offering of approximately $ 1,200,000 , after deducting offering expenses payable of approximately $ 300,000 , including the placement agent fees. The Company used the net proceeds from the Offering for working capital and general corporate purposes. In connection with the Offering, the Company entered into a Placement Agency Agreement with Aegis Capital Corp. (the “Placement Agent”), as the exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 7 % of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses of the Placement Agent. On March 31, 2026, there were 39,401,786 common shares issued and 38,895,830 common shares outstanding. The following table summarizes the warrant activity for the three months ended March 31, 2026. SCHEDULE OF WARRANT ACTIVITY Warrant for Common Shares Weighted Average Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value Warrants Outstanding as of December 31, 2025 603,051 $ 80.46 0.36 $ - Warrants Vested and exercisable at December 31, 2025 603,051 $ 80.46 0.36 $ - Granted - - Exercised - - Forfeited, cancelled, expired - - Warrants Outstanding as of March 31, 2026 603,051 $ 80.46 0.11 $ - Warrants Vested and exercisable at March 31, 2026 603,051 $ 80.46 0.11 $ - Issuance of HWH Shares to D. Boral Capital On December 18, 2023, HWH International Inc. entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting agreement previously entered into by HWH and D. Boral Capital, a division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination of $ 325,000 in cash paid upon the closing of the Business Combination, 149,443 shares of the Company’s common stock and a $ 1,184,375 promissory note as full satisfaction. This agreement was effective at the closing of Business Combination on January 9, 2024. The 149,443 shares were issued at the price of $ 10.10 , totaling the amount of $ 1,509,375 . The fair value of the HWH shares at issuance on January 9, 2024 was $ 2.82 per share or $ 421,429 . No gain or loss was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior underwriting costs accounted for in equity. Stock Compensation On April 15, 2025, the Board of Directors of the Company awarded Chairman and Chief Executive Officer Chan Heng Fai 1,000,000 restricted shares of the Company’s common stock (the “Shares”). The Shares were granted to Mr. Chan as a compensation for services rendered to the Company pursuant to the Company’s 2025 Incentive Compensation Plan, as adopted on March 17, 2025. Under the terms and conditions of the award, the Shares may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of until April 15, 2026. The Shares are not part of Mr. Chan’s regular annual compensation and will not be awarded on a regularly recurring basis. As of the date of the issuance of the Shares, the fair value thereof was $ 840,000 . F- 28 Issuance of Shares for Equity Investment The Company entered into a Stock Purchase Agreement dated as of May 22, 2025 with Chan Heng Fai, pursuant to which the Company purchased from Mr. Chan all of the outstanding shares of NEAPI 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 bore a simple interest rate of 1 % per annum. Under the terms of the Convertible Note, Mr. Chan was able to convert any outstanding principal and interest into shares of the Company’s common stock at $ 3.00 per share prior to maturity of the Convertible Note five (5) years from the date of the Convertible Note. On July 23, 2025, Mr. Chan converted the entire balance of the $ 83,000,000 Convertible Note into 27,666,667 restricted shares of the Company’s common stock. Such securities were not registered under the Securities Act of 1933 and were issued pursuant to the exemption under Section 4(2) of the Securities Act. Stock Repurchase Program During the year ended December 31, 2025, the Company repurchased 505,956 shares of its common stock for an aggregate purchase price of approximately $ 1,004,875 . The repurchased shares were recorded as treasury stock and accounted for under the cost method. 9. LEASE INCOME The Company generally rents its SFRs under lease agreements with a term of one or two years. Future minimum rental revenue under existing leases on our properties at March 31, 2026 in each calendar year through the end of their terms are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS 2026 $ 1,339,797 2027 193,085 Total Future Receipts $ 1,532,882 Property Management Agreements The Company has entered into property management agreement with the property managers under which the property managers generally oversee and direct the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison with the tenants. The Company pays its property managers a monthly property management fee for each property unit and a leasing fee. For the three months ended March 31, 2026 and 2025, property management fees incurred by the property managers were $ 35,910 and $ 35,640 , respectively. For the three months ended March 31, 2026 and 2025, leasing fees incurred by the property managers were $ 16,160 and $ 13,845 , respectively. 10. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Following is a summary of the changes in the balances of accumulated other comprehensive (loss) income, net of tax: SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX Unrealized Gains and Losses on Security Investment Foreign Currency Translations Change in Minority Interest Total Balance at January 1, 2026 $ ( 54,921 ) $ ( 2,505,799 ) $ 2,729,522 $ 168,802 Other Comprehensive Income (Loss) $ - $ 211,916 $ ( 30,117 ) $ 181,799 Balance at March 31, 2026 $ ( 54,921 ) $ ( 2,293,883 ) $ 2,699,405 $ 350,601 Unrealized Gains and Losses on Security Investment Foreign Currency Translations Change in Minority Interest Total Balance at January 1, 2025 $ ( 54,921 ) $ ( 3,960,871 ) $ 3,165,930 $ ( 849,862 ) Balance, Beginning $ ( 54,921 ) $ ( 3,960,871 ) $ 3,165,930 $ ( 849,862 ) Other Comprehensive Income (Loss) $ - $ 1,215,571 $ ( 150,783 ) $ 1,064,788 Balance at March 31, 2025 $ ( 54,921 ) $ ( 2,745,300 ) $ 3,015,147 $ 214,926 Balance, Ending $ ( 54,921 ) $ ( 2,745,300 ) $ 3,015,147 $ 214,926 F- 29 11. ASSETS MEASURED AT FAIR VALUE Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025: SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value March 31, 2026 Assets Investment Securities- Fair Value Option $ 3,287,804 $ 83,433 $ - $ 3,371,237 Investment Securities- Trading 8,821,808 370,906 - 9,192,714 Warrants – HIPH - - 973 973 Warrants - VEII - 18,227 - 18,227 Warrants - SHRG - 54 - 54 Warrants - DSS - 2,951,588 - 2,951,588 Convertible Loan Receivable - VEII - 550,492 - 550,492 Convertible Loan Receivable - SHRG - 1,683,902 - 1,683,902 Total Assets at Fair Value $ 12,109,612 $ 5,658,601 $ 973 $ 17,769,187 Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2025 Assets Investment Securities- Fair Value Option $ 3,683,925 $ 48,115 $ - $ 3,732,040 Investment Securities- Trading 14,264,655 418,605 - 14,683,260 Warrants - HIPH - - 973 973 Warrants - VEII - 18,301 - 18,301 Warrants- SHRG - 87 - 87 Convertible Loan Receivable - VEII - 517,275 - 517,275 Convertible Loan Receivable - SHRG - 1,736,829 - 1,736,829 Total Investment in Securities at Fair Value $ 17,948,580 $ 2,739,211 $ 973 $ 20,688,764 Realized loss on investment securities for the three months ended March 31, 2026 was $ 447,599 and realized loss on investment securities for the three months ended March 31, 2025 was $ 180,096 . Unrealized gain on securities investment was $ 2,571,644 and $ 3,520,747 in the three months ended March 31, 2026 and 2025, respectively. These gains and losses were recorded directly to net loss. F- 30 The following chart shows details of the fair value of equity security investment at March 31, 2026 and December 31, 2025, respectively. SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT Share price Market Value 3/31/2026 Shares 3/31/2026 Valuation DSS (Related Party) $ 0.830 3,961,210 $ 3,287,804 Investment in Securities at Fair Value – Related Party Trading Stocks $ 8,821,808 Investment in Securities at Fair Value Total Level 1 Equity Securities $ 12,109,612 AMBS $ 0.000 20,000,000 $ - Investment in Securities at Fair Value Holista $ 0.043 1,000 $ 43 Investment in Securities at Fair Value Value Exchange (Related Party) $ 0.001 21,179,275 $ 10,590 Investment in Securities at Fair Value – Related Party HIPH World (Related Party) $ 0.000 354,039,000 $ 70,808 Investment in Securities at Fair Value – Related Party Sharing Services (Related Party) $ 0.022 89,732 $ 1,992 Investment in Securities at Fair Value – Related Party Trading Stocks $ 370,906 Investment in Securities at Fair Value Total Level 2 Equity Securities $ 454,339 Nervotec N/A 1,666 $ - Investment in Securities at Cost UBeauty N/A 3,600 $ 16,580 Investment in Securities at Cost Ideal Food and Beverages N/A 38,000 $ 14,728 Investment in Securities at Cost HapiTravel Holding N/A 19,000 $ 147 Investment in Securities at Cost AES Group Co. Ltd. N/A 398 $ 1,313 Investment in Securities at Cost Total Equity Securities $ 12,596,719 F- 31 Share price Market Value 12/31/2025 Shares 12/31/2025 Valuation DSS (Related Party) $ 0.930 3,961,210 $ 3,683,925 Investment in Securities at Fair Value – Related Party Trading Stocks $ 14,264,655 Investment in Securities at Fair Value Total Level 1 Equity Securities $ 17,948,580 AMBS $ 0.000 20,000,000 $ - Investment in Securities at Fair Value Holista $ 0.057 1,000 $ 57 Investment in Securities at Fair Value Value Exchange (Related Party) $ 0.001 21,179,275 $ 10,590 Investment in Securities at Fair Value – Related Party Sharing Services (Related Party) $ 0.023 89,732 $ 2,064 Investment in Securities at Fair Value – Related Party HIPH World (Related Party) $ 0.000 354,039,000 $ 35,404 Investment in Securities at Fair Value – Related Party Trading Stocks $ 418,605 Investment in Securities at Fair Value Total Level 2 Equity Securities $ 466,720 Nervotec N/A 1,666 $ - Investment in Securities at Cost UBeauty N/A 3,600 $ 16,696 Investment in Securities at Cost Ideal Food and Beverages N/A 19,000 $ - Investment in Securities at Cost HapiTravel Holding N/A 19,000 $ 148 Investment in Securities at Cost AES Group Co. Ltd. N/A 398 $ 1,382 Investment in Securities at Cost Total Equity Securities $ 18,433,526 Changes in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement. F- 32 The table below provides a summary of the changes in fair value which are recorded as other comprehensive income (loss), including net transfers in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2026 and 2025: SCHEDULE OF CHANGE IN FAIR VALUE Total Balance at January 1, 2026 $ 973 Total Gains - Balance at March 31, 2026 $ 973 Total Balance at January 1, 2025 $ 973 Total Gains - Balance at March 31, 2025 $ 973 Warrants HIPH On July 17, 2020, the Company purchased 122,039,000 shares, approximately 0.5 % ownership, and 1,220,390,000 warrants with an exercise price of $ 0.0001 per share, from HIPH, for an aggregated purchase price of $ 122,039 . During 2021, the Company exercised 232,000,000 of the warrants to purchase 232,000,000 shares of HIPH for the total consideration of $ 232,000 , leaving the balance of outstanding warrants of 988,390,000 at December 31, 2022. The Company did not exercise any warrants during three months ended March 31, 2026 and the year ended December 31, 2025. We value HIPH warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from HIPH was $ 973 as of March 31, 2026 and December 31, 2025. The fair value of the HIPH warrants under level 3 category as of March 31, 2026 and December 31, 2025 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions: SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS March 31, 2026 December 31, 2025 Stock Price $ 0.0001 $ 0.0001 Exercise price $ 0.001 $ 0.001 Risk free interest rate 4.62 % 4.62 % Annualized volatility 869.4 % 869.4 % Dividend Yield $ 0.00 $ 0.00 Year to maturity 4.31 4.56 VEII On September 6, 2023, the Company received warrants to purchase shares of VEII, a related party listed company. For further details on this transaction, refer to Note 7 - Related Party Transactions, Note Receivable from a Related Party Company . As of March 31, 2026 and December 31, 2025, the fair value of the warrants was $ 18,227 and $ 18,301 , respectively. The Company did not exercise any warrants during the three months ended March 31, 2026 and the year ended December 31, 2025. The fair value of the VEII warrants under level 2 category as of March 31, 2026, and December 31, 2025 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions: SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS March 31, 2026 December 31, 2025 Stock price $ 0.0005 $ 0.0005 Exercise price $ 0.1770 $ 0.1770 Risk free interest rate 6.75 % 6.75 % Annualized volatility 441.33 % 446.80 % Dividend Yield $ 0.00 $ 0.00 Year to maturity 2.43 2.68 F- 33 SHRG On March 20, 2024, HWH International Inc., entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note in the amount of $ 250,000 , convertible into 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 Convertible Note nor exercised any of the warrants. As of March 31, 2026 and December 31, 2025, the fair value of the warrants was $ 7 and $ 12 , respectively. The fair value of the 148,810 SHRG warrants under level 2 category as of March 31, 2026 and December 31, 2025, was calculated using binomial option pricing model valued with the following weighted average assumptions: SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS March 31, 2026 December 31, 2025 Stock price $ 0.0222 $ 0.0230 Exercise price $ 1.6800 $ 1.6800 Risk free interest rate 3.81 % 3.56 % Annualized volatility 403.62 % 390.99 % Dividend Yield $ 0.00 $ 0.00 Year to maturity 2.97 3.21 On March 31, 2025, HWH entered into a securities purchase agreement with the SHRG, pursuant to which SHRG issued a convertible promissory note to HWH in the amount of $ 150,000 . This 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. 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. At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants. As of March 31, 2026 and December 31, 2025, the fair value of the warrants was $ 47 and $ 75 , respectively. The fair value of the 937,500 SHRG warrants under level 2 category as of March 31, 2026, was calculated using binomial option pricing model valued with the following weighted average assumptions: SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS March 31, 2026 December 31, 2025 Stock price $ 0.0222 $ 0.0230 Exercise price $ 0.8500 $ 0.8500 Risk free interest rate 3.79 % 3.49 % Annualized volatility 403.62 % 390.99 % Dividend Yield $ 0.00 $ 0.00 Year to maturity 2.00 2.25 Convertible Loan Receivables The Company has elected to recognize the convertible loan receivables at fair value and therefore there was no further evaluation of embedded features for bifurcation. The Company engaged third party valuation firm to perform the valuation of convertible loans. The fair value of the convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash flow. During the three months ended March 31, 2026, the Company reclassified some of “Convertible Loan Receivables – Related Party” from current assets to noncurrent assets in the consolidated balance sheet as of December 31, 2025, based on management’s assessment of the expected holding period. This change in classification had no impact on the Company’s consolidated statements of operations, cash flows, or shareholders’ equity. F- 34 12. LEASES The Company leases offices in Maryland, Singapore, Hong Kong, South Korea, China and Taiwan through leased spaces aggregating approximately 25,000 square feet, under leases expiring on various dates from May 2026 to April 2029. The leases have rental rates ranging from $ 1,321 to $ 23,020 per month. Our total rent expense under these leases was $ 185,741 and $ 235,500 in the three months ended March 31, 2026 and 2025, respectively. The total cash paid for rent under these leases was $ 274,275 and $ 222,773 in the three months ended March 31, 2026 and 2025, respectively. The following table outlines the details of lease terms: SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL Office Location Lease Term as of March 31, 2026 Singapore - AI June 2023 to May 2026 Singapore – F&B October 2024 to September 2027 Singapore – Hapi Cafe July 2024 to June 2026 South Korea – Hapi Cafe March 2024 to February 2027 Bethesda, Maryland, USA April 2024 to March 2027 China - Office March 2023 – March 2027 China - Shop June 2024 to April 2029 Taiwan - Cafe May 2024 to October 2027 Taiwan - Office August 2024 to August 2026 Hong Kong - Office February 2025 to January 2028 The Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease liability for all the leases with terms greater than twelve months. We elected the practical expedient to not recognize operating lease right-of-use assets and operating lease liabilities for lease agreements with terms less than 12 months. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide a readily determinable implicit rates, we estimate our incremental borrowing rates to discount the lease payments based on information available at lease commencement. Our incremental borrowings rates are at a range from 2.59% to 7.22% in 2026 and 2025, which were used as the discount rates. The Company’s weighted-average remaining lease term relating to its operating leases is 0.92 years, with a weighted-average discount rate of 1.75 %. The balances of operating lease right-of-use assets and operating lease liabilities as of March 31, 2026 were $ 373,960 and $ 703,421 , respectively. The balance of operating lease right-of-use assets and operating lease liabilities as of December 31, 2025 were $ 494,957 and $ 910,951 , respectively. The table below summarizes future payments due under these leases as of March 31, 2026. For the Twelve Months Ending March 31: SCHEDULE OF LEASE PAYMENTS 2027 523,700 2027 $ 523,700 2028 197,013 2029 31,369 2030 2,625 Total Minimum Lease Payments $ 754,707 Less: Effect of Discounting ( 51,286 ) Present Value of Future Minimum Lease Payments 703,421 Less: Current Obligations under Leases ( 507,685 ) Long-term Lease Obligations $ 195,736 F- 35 Impairment of Right-of-Use Assets As of December 31, 2025, the Company recorded impairment on right-of-use assets of $ 392,733 under operating expenses. Management evaluated the operational results of the Company and identified that certain locations under the Company’s F&B business continue to incur losses and are not expected to generate profits in the foreseeable future. Therefore, the Company impaired the right-of-use assets of $ 399,615 or those locations during the year ended December 31, 2025. The difference between impairment loss and decrease of right-of-use assets of $ 6,882 is related to the foreign exchange translation impact. Security Deposits Our rental-home lease agreements require tenants to provide a one-month security deposits. The property management company collects all security deposits and maintains them in a trust account. The Company also has obligation to refund these deposits to the renters at the time of lease termination. As of March 31, 2026 and December 31, 2025, the security deposits held in the trust account were $ 281,855 and $ 293,135 , respectively. 13. COMMITMENTS AND CONTINGENCIES From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition. For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings. 14. SUBSEQUENT EVENTS The Company has evaluated all subsequent events and transactions through May 14, 2026, the date that the consolidated financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than noted below: Satisfaction and Discharge of Indebtedness Agreement On April 16, 2026, HWH International Inc. and D. Boral Capital, LLC (“D. Boral Capital”) entered into an amendment to certain Satisfaction and Discharge of Indebtedness Agreement dated December 18, 2023. Under the terms of the amendment, D. Boral Capital accepted a one-time payment of $ 500,000 from the Company as satisfaction of the Company’s further obligations and indebtedness under the Satisfaction and Discharge of Indebtedness Agreement and the promissory note in lieu of principal and interest otherwise owed and scheduled to be paid. The settlement for $ 500,000 was paid on April 20, 2026. Term Sheet for Investment in Smart Dynamics Technology Limited On May 5, 2026, HWH International Inc. entered into a term sheet with Smart Dynamics Technology Limited, a company incorporated in the British Virgin Islands (the “Investor”), pursuant to which HWH International has agreed to sell to the Investor, for an aggregate purchase price of $ 10,000,000 : (i) 20,000,000 newly issued unregistered shares of HWH International’s common stock; and (ii) warrants to purchase 160,000,000 newly issued, unregistered shares of HWH International’s common stock at an exercise price of $ 0.63 per share, exercisable immediately and expiring on the fourth anniversary of their issuance. F- 36