What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-31 compared with 2024-04-01 · 245 added, 292 removed, 333 unchanged (62% of the section changed)

are a diversified holding company principally engaged through our subsidiaries in the development

of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer

products with operations in the United States, Singapore, Hong Kong, Australia and South Korea.

We manage our three principal

businesses primarily through our 85.5% owned subsidiary, Alset International Limited (“Alset International”), a public company

traded on the Singapore Stock Exchange.

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

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

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

We manage our three principal businesses

primarily through our 85.7% owned subsidiary, Alset International Limited (“Alset International”), a public company traded

on the Singapore Stock Exchange.

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

1 unchanged sentence

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

Recently, the Company expanded its real

estate portfolio to single family rental homes, and we currently own 132 homes that are rented or are available for rent.

In our digital

transformation technology segment we focus on serving business-to-business (B2B) needs in e-commerce, collaboration and social networking

In recent years, the Company expanded

its real estate portfolio to single family rental homes, and we currently own 132 homes that are rented or are available for rent.

our digital transformation technology segment, we focus on serving business-to-business (B2B) needs in e-commerce, collaboration and

social networking functions.

Our biohealth segment includes sale of consumer products.

We identify global businesses for acquisition, incubation and corporate

advisory services, primarily related to our operating business segments.

also have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Bancorp Inc., an

indirect 13% equity interest in Holista CollTech Limited, a 44.4% equity interest in DSS Inc.

(“DSS”), an indirect 48.7%

equity interest in Value Exchange International, Inc.

and a 33.4% equity interest in Sharing Services

Global Corporation.

American Pacific Bancorp Inc.

We identify global businesses for acquisition,

incubation and corporate advisory services, primarily related to our operating business segments.

also have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Financial, Inc.,

a 48.9% equity interest in DSS Inc.

(“DSS”), an indirect 48.7% equity interest in Value Exchange International, Inc., a

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

American Pacific

Financial, Inc.

is a financial network holding company.

Holista CollTech Limited is a public Australian

company that produces natural food ingredients (ASX:

DSS is a multinational company operating businesses within nine divisions:

product packaging, biotechnology, direct marketing, commercial lending, securities and investment management, alternative trading, digital

transformation, secure living, and alternative energy.

DSS is a multinational company operating businesses with five divisions:

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

is listed on the NYSE American (NYSE:

Value Exchange International,

Exchange International, Inc.

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

Sharing Services Global

Corporation (OTCQB:

SHRG), is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses,

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

business competencies, and geographic reach.

Sharing Services Global Corporation (OTC Pink:

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

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

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

Impact BioMedical Inc.

is focused on

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

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

Impact BioMedical Inc.

is listed on NYSE American (NYSE:

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

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

and in assessing performance.

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

of the Company as a whole.

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

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

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

business activities.

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

business activities, allocation of resources and management structure.

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

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

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

Information on net income (loss) and operating income

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

Segment expenses and other segment items are provided to the CODMs on the

same basis as disclosed in the Consolidated Statements of Income.

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

Notes to the Financial Statements.

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

33 unchanged sentences

In connection with this name change, our trading symbol

on the Nasdaq Stock Market was changed from “HFEN” to “AEI.” On October

4, 2022, through a merger transaction, the Company was reincorporated in Texas and changed its name to Alset Inc.

effected such name change pursuant to a merger entered into with a wholly owned subsidiary, Alset Inc.

The Company is the surviving entity

following this merger and has adopted the name of its former subsidiary.

Our trading symbol on Nasdaq Stock Market did not change due

to the name change.

on the Nasdaq Stock Market was changed from “HFEN” to “AEI.” On October 4, 2022, through a merger transaction,

the Company was reincorporated in Texas and changed its name to Alset Inc.

The Company effected such name change pursuant to a merger

entered into with a wholly owned subsidiary, Alset Inc.

The Company is the surviving entity following this merger and has adopted the

name of its former subsidiary.

Our trading symbol on Nasdaq Stock Market did not change due to the name change.

following chart illustrates the current corporate structure of our key operating entities:

1 unchanged sentence

Development Business

real estate business is primarily conducted through our indirect subsidiary, LiquidValue Development Inc.

(“LiquidValue Development”),

a 99.9%-owned U.S.

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

on land subdivision developments.

We generally contract out all real estate development activities, working with engineers, surveyors,

architects and general contractors through each phase, including planning, design and construction.

Once the contractors complete the

land development, we then sell the developed lots to builders for the construction of new homes.

Where possible, we have attempted to

pre-sell these lots before they are fully developed.

LiquidValue Development’s main assets are two such subdivision development

projects, one near Houston, Texas (known as Lakes at Black Oak), and one in Frederick, Maryland (known as Ballenger Run).

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

(“LiquidValue

Development”), a 99.9%-owned U.S.

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

with a focus on land subdivision developments.

We generally contract out all real estate development activities, working with engineers,

surveyors, architects and general contractors through each phase, including planning, design and construction.

Once the contractors complete

the land development, we then sell the developed lots to builders for the construction of new homes.

Where possible, we have attempted

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

LiquidValue Development’s main asset is a subdivision development project

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

property development business is headquartered in Bethesda, Maryland.

1 unchanged sentence

business accounted for 79% and 82% of our total revenues, respectively.

Maryland Property.

In November 2015, we completed the $15.65 million acquisition of Ballenger Run, a 197-acre land sub-division

development located in Frederick County, Maryland.

Previously, on May 28, 2014, the RBG Family, LLC entered into the Assignable Real

Estate Sales Contract with NVR, Inc.

(“NVR”) by which RBG Family, LLC would sell the 197 acres for $15 million to NVR.

December 10, 2014, NVR assigned this contract to SeD Maryland Development, LLC in the Assignment and Assumption Agreement and entered

into a series of Lot Purchase Agreements by which NVR would purchase subdivided lots from SeD Maryland Development, LLC.

Maryland Development’s acquisition of the 197 acres was funded in part from a $5.6 million deposit from NVR Inc.

The balance of $10.05 million was derived from a total equity contribution of $15.2 million by SeD Ballenger LLC (“SeD Ballenger”)

and CNQC Maryland Development LLC (a unit of Qingjian International Group Co, Ltd, China, “CNQC”).

The project is owned by

SeD Maryland Development, LLC (“SeD Maryland”).

SeD Maryland is 83.55% owned by SeD Ballenger and 16.45% by CNQC.

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

Bank”) which is comprised of:

(1) a Note 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, and (2) a letter of credit facility in an aggregate amount of up to $900,000 (the

“L/C Facility”).

The Note bore an interest rate of the one-month LIBOR plus 375 basis points.

Commissions on each letter

of credit (“L/C”) are 1.5% per annum on the face amount of the L/C.

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

The Note 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 Development Loan Agreement was secured by $2,600,000 collateral fund and a Deed of Trust issued to M&T

Bank on the property owned by SeD Maryland.

The outstanding balance of the revolving loan is now $0.

Approximately

$100,000 is collateral for outstanding letters of credit.

Company’s Ballenger Run project is nearly complete, as all lots have been sold and the Company is completing its final tasks related

to the project.

at Black Oak Property, Texas.

Our Lakes at Black Oak project is a land infrastructure development and sub-division project situated

in Magnolia, Texas north of Houston.

On July 3, 2018, our subsidiary 150 CCM Black Oak Ltd.

entered into a Purchase and Sale Agreement

with Houston LD, LLC for the sale of 124 lots within the Lakes at Black Oak project (the “Lakes at Black Oak Purchase Agreement”).

Pursuant to the Lakes at Black Oak Purchase Agreement, it was agreed that 124 lots would be sold for a range of prices based on the lot

In addition, Houston LD, LLC agreed to contribute a “community enhancement fee” for each lot, collectively totaling

$310,000 which was held in escrow.

150 CCM Black Oak, Ltd.

agreed to apply these funds exclusively towards an amenity package on the

October 28, 2022, 150 CCM Black Oak Ltd.

entered into an Amended and Restated Purchase and Sale Agreement (the “Amended and Restated

Lakes at Black Oak Purchase Agreement”) for these 124 lots.

Pursuant to the Amended and Restated Lakes at Black Oak Purchase Agreement,

the purchase price remained at $6,175,000.

150 CCM Black Oak, Ltd.

was required to meet certain closing conditions and the timing for

the closing was extended.

January 18, 2019, the sale of 124 lots at Lakes at Black Oak was completed for $6,175,000 and the community enhancement fee equal to

$310,000 was delivered to the escrow account, which was later drawn and closed.

An impairment of real estate of approximately $2.4 million

related to this sale was recorded on December 31, 2018.

The revenue was recognized in January, 2019, when the sale was closed, and no

gain or loss was recognized in January, 2019.

July 20, 2018, Lakes at Black Oak received $4,592,079 of district reimbursement for previous construction costs incurred in the land

Of this amount, $1,650,000 remained on deposit in the District’s Capital Projects Fund for the benefit of Lakes at

Black Oak and to be released upon receipt of the evidence of the:

(a) execution of a purchase agreement between Lakes at Black Oak and

a home builder with respect to the Lakes at Black Oak development and (b) of the completion, finishing and making ready for home construction

of at least 105 unfinished lots in the Lakes at Black Oak development.

After entering the purchase agreement with Houston LD, LLC, the

above requirements were met.

The amount of the deposit was released to the Company.

November 4, 2021, Lakes at Black Oak received $750,000 reimbursement from Aqua Texas pursuant to a contractual agreement whereby Aqua

is obligated to pay 150 CCM Black Oak $6,000 for each connection made to an individual single-family home upon sale to the end customer.

January 13, 2021, 150 CCM Black Oak, Ltd.

purchased an approximately 6.3 acre tract of land in Montgomery County, Texas.

October 28, 2022, 150 CCM Black Oak Ltd.

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

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

a Colorado limited liability company (the “Buyer”).

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

242 single-family detached residential lots comprising a residential community in the city of Magnolia, Texas known as the “Lakes

at Black Oak.” On November 28, 2022, the parties to the Agreement entered into an amendment to the Agreement (the “Amendment”).

Pursuant to the Amendment, the parties agreed that the Buyer would purchase approximately 131 single-family detached residential lots,

instead of 242 lots.

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

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

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

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

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

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

This transaction closed on April 13, 2023.

March 16, 2023, 150 CCM Black Oak Ltd.

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

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

to the terms of the Purchase and Sale Agreement, the Seller has agreed to sell approximately 110 single-family detached residential lots

which comprise a section of the Lakes at Black Oak.

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

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

Pursuant to the terms of the

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

a section of the Lakes at Black Oak.

The transaction closed on May 15, 2023.

March 17, 2023, 150 CCM Black Oak Ltd.

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

Sale Agreement”) with Davidson Homes, LLC, an Alabama limited liability company (“Davidson”).

Pursuant to the terms

of the Purchase and Sale Agreement, the Seller had agreed to sell approximately 189 single-family detached residential lots developed

within section 2 of Lakes at Black Oak project.

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

with Davidson Homes, LLC, an Alabama limited liability company (“Davidson”).

Pursuant to the terms of the DH Purchase and

Sale Agreement, the Seller had agreed to sell approximately 189 single-family detached residential lots developed within section 2 of

Lakes at Black Oak project.

The sale of the first 94 lots closed on May 30, 2023.

The sale of remaining lots closed

on January 4, 2024.

Agreements to Sell 142 Lots at Lakes at Black Oak and 63 Lots at Alset Villas

The sale of remaining lots closed on January 4, 2024.

November 13, 2023, 150 CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership and an indirect, majority owned subsidiary

of Alset Inc., entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively,

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

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

residential lots (the “Section 4 Agreement”) comprising a section of a residential community in the city of Magnolia, Texas

known as the “Lakes at Black Oak.” Pursuant to the other Agreement, the Seller has agreed to sell 63 single-family detached

residential lots (the “Alset Villas Agreement”) in the city of Magnolia, Texas.

entered into two Contracts for Purchase and Sale and Escrow Instructions (each a “2023

Agreement,” collectively, the “2023 Agreements”) with Century Land Holdings of Texas, LLC.

Pursuant to the terms of

one of the aforementioned 2023 Agreements, the Seller has agreed to sell approximately 142 single-family detached residential lots (the

“Section 4 Agreement”) comprising a section of a residential community at the Lakes at Black Oak.

Pursuant to the other 2023

Agreement, the Seller has agreed to sell 63 single-family detached residential lots (the “Alset Villas Agreement”) in the

city of Magnolia, Texas.

In 2021, our subsidiary Alset EHome Inc.

acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas

(“Alset Villas”).

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

to the terms of each of the agreements, the lots will be sold at a fixed per-lot price, and the Seller will also be entitled to receive

a community enhancement fee for each lot sold.

The aggregate purchase price and community enhancement fees are anticipated to equal to

combined total of approximately $11 million for the two Agreements together;

however, the purchase prices for each of the Agreements

will be adjusted accordingly, if the total number of lots increases or decreases prior to the closing of the transactions contemplated

by the Agreements.

closing of the transactions described above depends on the satisfaction of certain conditions and is expected to take place during the

second quarter of 2024.

acquired approximately 19.5 acres of partially developed land near

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

The sale of the first 70 lots

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

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

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

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

approximately $3.8 million.

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

The Company intends to enter into contract-build agreements with

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

These elevations and floor plans will be carefully selected

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

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

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

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

Rental Business

Texas Rental Homes.

In recent years, the Company expanded its real estate portfolio to single family rental houses.

2022 and 2021 the Company signed multiple purchase agreements to acquire 20 and 112 homes, respectively, in Montgomery and Harris Counties,

By December 31, 2022, the acquisition of all 132 homes was completed with an aggregate purchase cost of $30,998,258.

of these purchased homes are properties of our rental business.

recent years, the Company expanded its real estate portfolio to single family rental houses.

During 2022 and 2021 the Company signed

multiple purchase agreements to acquire 20 and 112 homes, respectively, in Montgomery and Harris Counties, Texas.

By December 31, 2022,

the acquisition of all 132 homes was completed with an aggregate purchase cost of $30,998,258.

All of these purchased homes are properties

of our rental business.

December 9, 2022, Alset Inc.

4 unchanged sentences

and certain majority-owned subsidiaries collectively

owned 132 single-family rental homes in Texas.

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

owns 85.5% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of Alset EHome

owned 132 single-family rental homes in Texas, of which 112 were owned by subsidiaries of Alset EHome Inc.

owns 85.7% of Alset

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

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

Pursuant to this agreement, Alset Inc.

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

Pursuant to this agreement, the Company

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

through Alset International Limited’s subsidiaries.

7 unchanged sentences

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

approximately 96 of the 132 single-family rental homes that were acquired by our subsidiary in 2022 and 2021as a part of our

commitment to advancing smart and healthy sustainable living, we installed Tesla PV solar panels and Powerwalls.

In addition, we

added technologies at many of the single-family rental homes such as (i) smart solar, thermostat, and energy usage controls;

smart lighting controls;

part of our commitment to advancing smart and healthy sustainable living, we installed Tesla PV solar panels and Powerwalls in approximately

96 of the 132 single-family rental homes.

In addition, we added technologies at many of the single-family rental homes such as (i) smart

solar, thermostat, and energy usage controls;

(ii) smart lighting controls;

(iii) smart locks and security;

and (iv) smart home automation devices.

We believe these and other

technologies will be attractive to renters.

and (iv) smart home automation

We believe these and other technologies will be attractive to renters.

Company has entered into a property management agreement with the property managers under which the property managers generally oversee

3 unchanged sentences

Future Projects

addition to our main projects, we are embarking on residential construction activities in partnership with U.S.

addition to our main projects, we are embarking on residential development activities in partnership with U.S.

homebuilders, and have

commenced discussions to acquire smaller U.S.

residential construction projects.

residential development projects.

These projects may be within both the for-sale and for-rent

14 unchanged sentences

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

The company intends to continue to explore other projects in and around

Houston, Texas and bring this concept to other strategic parts of the US.

The Company intends to continue

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

Transformation Technology

digital transformation technology business unit is committed to enabling enterprises to engage in a digital transformation by

providing support, implementation and development services with various technologies including blockchain, e-commerce, social media,

artificial intelligent customer service application and metaverse services.

We commenced our technology business in 2015 through Hapi

Metaverse Inc.

(“Hapi Metaverse”) (formerly known as GigWorld Inc.), our 99.6% owned subsidiary.

Its technology platform

focuses on business-to-business, or B2B, solutions, such as communications and workflow, through instant messaging, international

calling, social media, e-commerce.

Hapi Metaverse’s latest investment into Value Exchange International Inc.

(“VEII”) expanded our offering to retail business digital transformation such as supermarket and chain stores.

Metaverse is now the largest stockholder of VEII.

Hapi Metaverse, we have successfully implemented several strategic platform developments for clients, including a mobile front-end

solution for network marketing, a hotel e-commerce platform for a company in Asia, and a real estate agent management platform in

We have also enhanced our technological integration capability to include artificial

intelligence in the area of customer service, augmented reality, and the metaverse.

focusing on development and integration services by building white label mobile applications for eCommerce and community engagement

digital transformation technology business unit is committed to enabling enterprises to engage in a digital transformation by providing

support, implementation and development services with various technologies including blockchain, e-commerce, social media, artificial

intelligence customer service applications and metaverse services.

We commenced our technology business in 2015 through Hapi Metaverse

(“Hapi Metaverse”), our 99.6% owned subsidiary.

Its technology platform focuses on business-to-business, or B2B, solutions,

such as communications and workflow, through instant messaging, international calling, social media and e-commerce.

Hapi Metaverse’s

investment into Value Exchange International Inc.

(“VEII”) expanded our offering to retail business digital transformation

such as supermarket and chain stores.

Hapi Metaverse is now the largest stockholder of VEII.

Hapi Metaverse, we have successfully implemented several strategic platform developments for clients, including a mobile front-end solution

for network marketing, a hotel e-commerce platform for a company in Asia and a real estate agent management platform in China.

also enhanced our technological integration capability to include artificial intelligence in the area of customer service, augmented

reality and the metaverse.

focusing on development and integration services by building white label mobile applications for e-commerce and community engagement

such as direct marketing and affiliate marketing, VEII has been working on I.T.

Services for major retailers in Asia for retail solutions integration.

believe that the increasing deployment of the technology both in membership engagement as well as in the retail industry will

allow for feedback from customers, and help us build a robust and scalable software.

Services for major retailers in Asia for retail solutions

believe that the increasing deployment of the technology, both in membership engagement as well as in the retail industry, will allow

for feedback from customers, and help us build a robust and scalable software.

Adding latest technological framework, such as A.I.

and Metaverse allows the company to enhance our clients’ digital transformation journey with better consumer engagement and analytics.

Metaverse, allows the Company to enhance our clients’ digital transformation journey with better consumer engagement and analytics.

populations aging and a growing focus on healthcare issues, biohealth science has become increasingly vital.

4 unchanged sentences

our scientific know-how and intellectual property rights to provide solutions to pending healthcare issues.

In October 2019, the Company expanded its biohealth segment into the Korean market through one of the subsidiaries of

HWH International Inc., HWH World Inc (“HWH World”).

HWH World is in the business of sourcing and distributing dietary supplements

and other health products through its network of members in the Republic of Korea (“South Korea”).

HWH World generates product

sales via its direct sale model as products are sold to its members.

Through the use of a Hapi Gig platform that combines e-commerce,

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

We compete with numerous direct sales

companies in South Korea.

October 2019, the Company expanded its biohealth segment into the Korean market through one of the subsidiaries of HWH International

Inc., HWH World Inc.

(“HWH World”).

HWH World is in the business of sourcing and distributing dietary supplements and other

health products through its network of members in the Republic of Korea (“South Korea”).

HWH World generates product sales

via its direct sale model as products are sold to its members.

Through the use of a Hapi Gig platform that combines e-commerce, social

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

We compete with numerous direct sales companies

in South Korea.

Company hold 39.7% ownership in Impact BioMedical Inc.

(“Impact BioMedical”).

Impact BioMedical is focused on discovery,

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

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

Impact BioMedical

is listed on NYSE American (NYSE:

Business Activities

7 unchanged sentences

(“Alset F&B One”) and Alset F&B (PLQ) Pte.

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

have since commenced operations.

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

restaurant in Singapore.

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

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

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

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

in Singapore.

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

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

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

The Company, through Hapi Cafe Inc.

5 unchanged sentences

Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize the

way individuals dine, work, and live, by providing a conducive environment for everyone to relish the four facets – health and

wellness, fitness, productivity, and recreation all under one roof.

February of 2024, HCI-T acquired an additional café in South Korea which has not yet commenced operations.

recent months the Company incorporated three new subsidiaries Shenzhen Leyouyou Catering Management Co., Ltd., Dongguan Leyouyou Catering

Management Co., Ltd.

and GuangZhou Leyouyou Catering Management Co., Ltd in the People’s Republic of China.

The three companies

will be principally engaged in the food and beverage business in Mainland China.

way individuals dine, work and live, by providing a conducive environment for everyone to relish the four facets – health and wellness,

fitness, productivity, and recreation all under one roof.

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

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

Shenzhen Leyouyou Catering

Management Co., Ltd.) and Dongguan Leyouyou Catering Management Co., Ltd.

in the People’s Republic of China.

These companies are

principally engaged in the food and beverage business in Mainland China.

Additionally,

through its subsidiary MOC HK Limited, the Company is focusing on operating café business in Hong Kong.

through its subsidiary Hapi Group HK Limited (f.k.a.

MOC HK Limited), the Company was focusing on operating café business in Hong

The café was closed on September 16, 2024.

the years ended on December 31, 2024 and 2023, the revenue from the other business activities described above was approximately 7% and

5% of the total revenue, respectively.

Partner Capital Holding Limited.

On January 18, 2022, the Company entered into a stock purchase agreement with DSS, Inc., pursuant

to which the Company has agreed to sell, through the transfer of subsidiary and otherwise, 62,122,908 shares of stock of True Partner

Capital Holding Limited in exchange for 11,397,080 shares of the common stock of DSS.

On February 28, 2022 the Company entered into a

revised Stock Purchase Agreement with DSS, Inc., pursuant to which the Company has agreed to replace the January 18, 2022 agreement with

a new agreement to sell a subsidiary holding 44,808,908 shares of stock of True Partner Capital Holding Limited, together with an additional

17,314,000 shares of True Partner Capital Holding Limited (for a total of 62,122,908 shares) in exchange for 17,570,948 shares of common

stock of DSS (the “DSS Shares”).

The issuance of the DSS Shares was be subject to the approval of the NYSE American (on which

the common stock of DSS is listed) and DSS’s shareholders.

The transaction closed on May 17, 2022.

Pacific Bancorp Inc.

APB is a financial network holding company focused 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 services, and advisory capital raising services.

The Company acquired 4,775,523

shares of the Class B common stock of APB, representing approximately 86.4% of the total common stock of APB.

On September 8, 2021 APB

sold 6,666,700 shares Series A Common Stock to DSS, Inc.

Pacific Financial Inc.

(“APF”) APF is a financial network holding company focused 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 services, and advisory capital raising services.

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

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

for $40,000,200 cash.

As a result of such share issuance, the Company’s

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

As a result of such share issuance,

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

Acquisition of New Energy Asia Pacific Inc.

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

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

of the Company.

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

Energy Asia Pacific Inc.

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

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

stockholder of the Company.

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

of New Energy Asia Pacific Inc.

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

NEAPI owns 41.5% of the issued and

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

NEAPI owns 41.5% of the issued

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

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

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

The Note shall have a term of five years and shall pay interest

at a rate of 3% per annum.

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

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

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

a rate of 3% per annum.

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

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

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

19 unchanged sentences

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

Investing Activities

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

in market prices.

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

within a short-term horizon.

to Sell Stock of HWH International Inc.

November 21, 2023, Alset International Limited, an 85.5%-owned subsidiary of the Company entered into two Stock Purchase Agreements (each,

a “Stock Purchase Agreement,” collectively the “Stock Purchase Agreements”), with each of Teh Wing Kwan, a citizen

of Singapore, and Massive Brilliant Limited, a Hong Kong limited company (each an “Investor,” collectively, the “Investors”),

the terms of each Stock Purchase Agreement being substantially the same.

Pursuant to the terms of the Stock Purchase Agreements, Alset

International Limited agreed to sell 640 shares (the “Shares”) of the Common Stock of HWH International Inc., a Nevada corporation

and a wholly owned subsidiary of Alset International Limited (“HWH International”), to each Investor.

The consideration for

each of the two purchases of stock was Eight Million U.S.

Dollars ($8,000,000.00) paid through the issuance of a promissory note made

to Alset International Limited by each Investor.

This transaction has not closed as of December 31, 2023.

November 21, 2023, Alset International Limited entered into two Stock Purchase Agreements (each, a “Stock Purchase Agreement,”

collectively the “Stock Purchase Agreements”), with each of Teh Wing Kwan, a citizen of Singapore, and Massive Brilliant

Limited, a Hong Kong limited company (each an “Investor,” collectively, the “Investors”), the terms of each Stock

Purchase Agreement being substantially the same.

Pursuant to the terms of the Stock Purchase Agreements, Alset International Limited

agreed to sell 640 shares (the “Shares”) of the Common Stock of HWH International Inc., a Nevada corporation and a majority

owned subsidiary of the Company (“HWH International”), to each Investor.

The consideration for each of the two purchases

of stock was $8,000,000 paid through the issuance of a promissory note made to Alset International Limited by each Investor.

Investor also entered into a Security Agreement, dated as of November 21, 2023.

27 unchanged sentences

businesses in which we participate, real estate, digital transformation technology and biohealth, are each highly competitive.

Existing and future competitors may introduce

products and services in the same markets we serve, and competing products or services may have better performance, lower prices, better

functionality and broader acceptance than our products.

Our competitors may also add features to their products or services similar to

features that presently differentiate our product and service offerings from theirs.

This competition could result in increased sales

and marketing expenses, thereby materially reducing our operating margins, and could harm our ability to increase, or cause us to lose,

market share.

Some of our competitors and potential competitors supply a wide variety of products and services, and have well-established

relationships with our current and prospective customers.

and future competitors may introduce products and services in the same markets we serve, and competing products or services may have

better performance, lower prices, better functionality and broader acceptance than our products.

Our competitors may also add features

to their products or services similar to features that presently differentiate our product and service offerings from theirs.

This competition

could result in decreased sales and increased marketing expenses, thereby materially reducing our operating margins, and could harm our

ability to grow, or cause us to lose market share.

Some of our competitors and potential competitors supply a wide variety of products

and services, and have well-established relationships with our current and prospective customers.

if not all, of our current and potential competitors may have significantly greater resources or better competitive positions in certain

22 unchanged sentences

information and technology.

We cannot assure you that our confidentiality agreements with our employees and consultants will not be breached,

We cannot assure that our confidentiality agreements with our employees and consultants will not be breached,

that we will be able to effectively enforce these agreements, that we will have adequate remedies for any breach of these agreements,

17 unchanged sentences

To date, we have spent approximately $71,431 on environmental studies and compliance.

Such costs are reflected in capitalized construction

costs in our financial statements.

Such costs were reflected in capitalized construction

costs in our financial statements and subsequently expensed.

cost of complying with governmental regulations is significant and will increase if we add additional real estate projects, become involved

85 unchanged sentences

2,059 square feet, under a lease that expires in 2027.

We also maintain offices in Singapore, Hong Kong and South Korea

through leased spaces aggregating approximately 15,811 square feet, under leases expiring on various dates from June 2024 to February

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

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

The leases have rental rates ranging from $2,267 to $23,020 per month.

2 unchanged sentences

We expect total rent expense to be approximately $823,069 under office leases in 2025.

believe our present office space and locations are adequate for our current operations and for near-term planned expansion.

of April 1, 2024, we had a total of 60 full-time employees.

We believe our present office space and locations are adequate for our current operations and for near-term planned expansion.

of March 31, 2025, we had a total of 71 full-time employees.

In addition to our full-time employees, we occasionally hire part-time employees

and independent contractors to assist us in various operations, including real estate, research and product development and production.

and independent contractors to assist us in various operations, including food and beverage services, real estate, research and product

development and production.

future success will depend in part on our ability to attract, retain and motivate highly qualified technical and sales personnel for

15 unchanged sentences

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

What changed 10-K

Item 1. Business