What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-04-01 · 1281 added, 1193 removed, 1311 unchanged (65% of the section changed)

13 unchanged sentences

on the Financial Statements

We have audited the accompanying consolidated balance sheets of Alset Inc.

have audited the accompanying consolidated balance sheets of Alset Inc.

and Subsidiaries, (the “Company”) as of December

31, 2024, and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity,

and cash flows for each of the years in the two-year period ended December 31, 2023 and 2022, and the related notes (collectively referred

to as the consolidated financial statements).

and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to

as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects,

27 unchanged sentences

& CO., CPAs, P.C.

We have served as the Company’s auditor since 2022.

Jericho, New York

April 1, 2024

have served as the Company’s auditor since 2022.

and Subsidiaries

8 unchanged sentences

Note Receivables - Related Parties, Net

Convertible Note Receivables at Fair Value – Related Party

Prepaid Expenses

Convertible Loan Receivables at Fair Value - Related Party

Prepaid Expense

Investment in Securities at Fair Value

Investment in Securities at Fair Value - Related Party

Investment in Securities at Fair Value

Investment in Securities at Cost

4 unchanged sentences

Operating Lease Right-Of-Use Assets, Net

Other Receivables, Net - Long Term

Other Receivables - Long Term, Net

Cash and Marketable Securities Held in Trust Account

1 unchanged sentence

$ 126,314,028

$ 153,490,336

Liabilities and Stockholders’ Equity:

3 unchanged sentences

Deferred Revenue

Operating Lease Liabilities - current

Notes Payable - current

Operating Lease Liabilities

Notes Payable

Notes Payable - Related Parties

2 unchanged sentences

Long-Term Liabilities:

Operating Lease Liabilities - noncurrent

Notes Payable - noncurrent

Operating Lease Liabilities

Notes Payable

Total Liabilities

Commitments and Contingencies

Temporary Equity

Class A Common Stock of Alset Capital Acquisition Corp subject to possible redemption;

1,976,036 shares at approximately $ 10.35 per share as of December 31, 2023

Class A Common Stock of HWH International Inc.

subject to possible redemption;

shares at approximately $ 51.76

per share as of December 31, 2023 *

Stockholders’ Equity:

3 unchanged sentences

250,000,000 shares authorized;

9,235,119 and 7,422,846 shares issued and outstanding on December 31, 2023 and December 31, 2022, respectively

9,235,119 and

9,235,119 shares issued and outstanding on December 31, 2024 and 2023, respectively

Additional Paid in Capital

9 unchanged sentences

$ 126,314,028

$ 153,490,336

The common stock share amounts were adjusted retrospectively to reflect the 5-for-1 reverse stock split of HWH shares on February 24,

accompanying notes to consolidated financial statements.

and Subsidiaries

Statements of Operations and Other Comprehensive Loss

the Years Ended December 31, 2023 and 2022

Consolidated Statements of Operations and Other Comprehensive Loss

For the Years Ended December 31, 2024 and 2023

Digital Transformation Technology - Related Party

3 unchanged sentences

General and Administrative

Impairment of Note Receivables- Related Party and Investment

Impairment of Note Receivable, Goodwill, Equipment and Investment

Total Operating Expenses

7 unchanged sentences

Interest Expense

Foreign Exchange Transaction Loss

Unrealized Gain (Loss) on Securities Investment

( 7,794,139 )

Foreign Exchange Transaction Gain (Loss)

Unrealized Gain on Securities Investment

Unrealized Loss on Securities Investment - Related Party

1 unchanged sentence

( 9,506,501 )

Realized Loss on Securities Investment

Unrealized Loss on Securities Investment

( 1,239,566 )

( 9,506,501 )

Realized Gain (Loss) on Securities Investment

( 11,375,747 )

Loss on Equity Method Investment

( 3,234,851 )

Loss on Consolidation of Alset Capital Acquisition

( 24,483,374 )

Finance Costs

Total Other Expense, Net

Loss on Consolidation of Alset Capital Acquisition Corp.

( 21,657,036 )

Other Expense

Total Other Income (Expense), Net

( 58,313,729 )

7 unchanged sentences

( 2,332,352 )

( 5,721,567 )

Net Loss Attributable to Common Stockholders

2 unchanged sentences

$ ( 4,165,816 )

$ ( 61,278,733 )

Other Comprehensive Loss

Unrealized Income on Securities Investment

Foreign Currency Translation Adjustment

( 4,480,570 )

Total Comprehensive Loss

3 unchanged sentences

( 2,393,093 )

( 5,697,366 )

Total Comprehensive Loss Attributable to Common Shareholders

5 unchanged sentences

and Subsidiaries

Statements of Stockholders’ Equity

Two Year Period Ended December 31, 2023

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Stockholders’ Equity

Non-Controlling Interests

Stockholders’ Equity

Series A Preferred Stock

Series B Preferred Stock

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Stockholders’ Equity

Non-Controlling Interests

Stockholders’ Equity

Balance at January 1, 2022

$ 296,181,977

$ ( 148,233,473 )

Consolidated Statements of Stockholders’

For Two Year Period Ended December

Comprehensive

Stockholders’

Comprehensive

Stockholders’

January 1, 2022

$ 322,534,891

$ ( 188,724,411 )

Issuance of Common Stock by Exercising Warrants

Issuance of Common Stock to Purchase Alset International Stock

Convert Related Party Note to Common Stock

Reverse Stock Split 1 for 20

$ 137,653,966

Deconsolidate Alset Capital Acquisition

Gain from Purchase of DSS Stock

Beneficial Conversion Feature Intrinsic Value, Net

Change in Non-Controlling Interests

$ 148,663,115

Change in Unrealized Loss on Investment

Gain from Purchasing Value Exchange Stock from Related Party

Issuance of Common Stock

Acquisition of Hapi Travel

Limited under Common Control

Foreign Currency Translations

Change in Non-Controlling

Gain from Conversion of VEII

Promissory Note to Stock and Warrants

( 58,946,381 )

5 unchanged sentences

$ ( 247,885,656 )

Issuance of Common Stock

Acquisition of Hapi Travel Limited under Common Control

$ 332,455,457

$ ( 247,885,656 )

Issuance of HWH Common Stock

to EF Hutton for Deferred Underwriting Compensation

Gain from SHRG Convertible

Notes and Warrants

Disposal of Hapi Travel Limited

Change in Non-Controlling

Foreign Currency Translations

Change in Non-Controlling Interests

Gain from Conversion of VEII Promissory Note to Stock and Warrants

( 3,841,305 )

2 unchanged sentences

( 3,965,884 )

( 4,165,816 )

Balance at December 31, 2024

3 unchanged sentences

$ 334,023,233

$ ( 849,862 )

$ ( 251,851,540 )

accompanying notes to consolidated financial statements.

and Subsidiaries

Statements of Cash Flows

the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2024

Cash Flows from Operating Activities

2 unchanged sentences

$ ( 61,278,733 )

Adjustments to Reconcile Net Loss to Net Cash Provided By (Used in) Operating Activities:

Adjustments to Reconcile Net Loss to Net Cash Provided By Operating Activities:

Non-Cash Lease Expenses

Amortization of Debt Discount

Loss on Consolidation of Alset Capital Acquisition Corp.

Impairment of Convertible Note Receivable- Related Party, and Equity Method Investment

Foreign Exchange Transaction Loss

Unrealized (Gain) Loss on Securities Investment

Impairment of Note Receivable, Goodwill, Equipment and Investment

Foreign Transaction (Gain) Loss

( 3,039,135 )

Unrealized Loss on Securities Investment - Related Party

Realized Loss on Securities Investment

(Gain) Loss on Exchange of Investment Securities

PPP Loan Forgiveness

Director Compensation Adjustment

Unrealized Gain on Securities Investment

( 6,607,215 )

Unrealized Loss on Securities Investment - Related Party

Realized (Gain) Loss on Securities Investment

Gain on Exchange of Investment Securities

Loss on Equity Method Investment

Changes in Operating Assets and Liabilities, net of acquisitions

( 8,241,487 )

Real Estate Reimbursement Receivable

( 2,010,341 )

( 6,707,079 )

Account Receivables

Other Receivables - Related Parties

Prepaid Expense

2 unchanged sentences

Accounts Payable and Accrued Expenses

( 9,535,319 )

Other Receivables - Related Parties

Deferred Revenue

1 unchanged sentence

( 1,139,793 )

Builder Deposits

Net Cash Provided by (Used in) Operating Activities

( 1,124,401 )

Net Cash Provided by Operating Activities

Cash Flows from Investing Activities

Purchase of Property and Equipment

Purchase of Real Estate Properties

( 6,057,493 )

Purchase of Fixed Assets

Purchase of Real Estate Improvements

Purchase of Investment Securities

Advance to Related Parties

Collection of Advance to Related Parties

Issuing Loan Receivable

( 1,217,877 )

Proceeds from Sale of Investment Securities

Issuing Loan Receivable - Related Party

( 1,811,881 )

Proceeds from Loan Receivable - Related Party

Net Cash Used in Investing Activities

( 3,338,081 )

Collection of Loan Receivable - Related Party

Cash Withdrawn from Trust Account for Redemptions

Cash Withdrawn from Trust Account Available to the Company

Net Cash Provided by (Used in) Investing Activities

( 2,128,986 )

1 unchanged sentence

Proceeds from Common Stock Issuance

Borrowing from a Commercial Loan

Deemed Distribution to Shareholder

Borrowing from a Commercial Loan

Repayment to Notes Payable

Net Cash Provided by Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash

Repayment of Class A Common Stock

( 21,102,871 )

Effects of Foreign Exchange Rates on Cash and Cash Equivalents

Net Cash (Used in) Provided by Financing Activities

( 21,419,083 )

Net Increase in Cash and Cash Equivalents and Restricted Cash

Effects of Foreign Exchange Rates on Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash - Beginning of Year

7 unchanged sentences

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Unrealized Gain on Investment

Initial Recognition of ROU / Lease Liability

Deconsolidation of Alset Capital Acquisition

Intrinsic Value of BCF

Issuance of Stock by Exercising Warrants

Conversion of Related Party Note Payable to Common Stock

Promissory Notes from HWH Investors

Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation

Conversion of Ketomei Note Payable to Common Stock

Gain from SHRG Convertible Notes

Conversion of VEII Note Receivable to Common Stock

Gain from Conversion of VEII Promissory Note to Stock and Warrants

Gain on disposal of Hapi Travel

Warrants Received from VEII after Converting Note Receivable

accompanying notes to consolidated financial statements.

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

States, Singapore, Hong Kong, Australia and South Korea.

The Company manages its principal businesses primarily through its subsidiary,

Alset International Limited (“Alset International”, f.k.a.

Singapore eDevelopment Limited), a company publicly traded on

the Singapore Stock Exchange.

October 1, 2018, Chan Heng Fai transferred his 100 % interest in Alset Global Pte.

(“Alset Global”, formerly known as

Hengfai International Pte.

Ltd.) to Alset Inc.

in exchange for 425,000 shares of the Company’s common stock.

Alset Global holds

a 100 % interest in Alset Business Development Pte.

(“Alset Business Development, formerly known as Hengfai Business Development

Both Alset Global and Alset Business Development are holding companies with no business operations.

On December 31, 2023,

the Company held 2,984,493,265 shares of Alset International, which is the primary operating company of AEI.

The Company held 2,983,918,265

shares of Alset International on December 31, 2022.

On December 31, 2023 and 2022, the Company’s ownership of Alset International

was 85.5 % and 85.4 %, respectively.

on October 1, 2018, Chan Heng Fai transferred his 100 % ownership interest in Impact Oncology Pte.

(“Impact Oncology”,

formerly known as Heng Fai Enterprises Pte.

Ltd.) and Global eHealth Limited (“Global eHealth”) to AEI in exchange for 25,000

and 50,000 shares of the Company’s common stock, respectively.

contributions to AEI on October 1, 2018 of Alset Global, Impact Oncology, and Global eHealth from Chan Heng Fai represented transactions

under common control with a related party.

June 24, 2020, HFE Holdings Limited surrendered 180,000 shares of our common stock to the treasury of our Company, and Chan Heng Fai

surrendered 50 shares of our common stock to the treasury of our Company, and all such shares were cancelled.

November 24, 2020 the Company held its initial public offering and the Company’s common stock began trading on Nasdaq Capital

As a result, 108,000

shares were issued to public investors.

The Company’s net proceeds from this offering were approximately $ 13.2 million.

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

The Company manages its principal businesses

primarily through its subsidiary, Alset International Limited (“Alset International”), a company publicly traded on the Singapore

Stock Exchange.

November 24, 2020 the Company held its initial public offering and the Company’s common stock began trading on Nasdaq Capital Market.

As a result, 108,000 shares were issued to public investors.

The Company’s net proceeds from this offering were approximately $ 13.2

May 13, 2021, July 30, 2021, December 8, 2021, and February 8, 2023 the Company held follow up offerings of its common shares.

2 unchanged sentences

were approximately $ 108 million.

December 13, 2021 the Company entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible

promissory note in favor of Chan Heng Fai, in the principal amount of $ 6,250,000 .

The note bears interest of 3 % per annum and was due

on the earlier of December 31, 2024 or when declared due and payable by Chan Heng Fai.

The note could be converted in part or whole into

common shares of the Company at the conversion price of $ 12.50 or into cash.

The loan closed on January 26, 2022 after all closing conditions

Chan Heng Fai opted to convert all of the amount of such note into 500,000 shares of the Company’s common stock, which

shares were issued on January 27, 2022.

January 17, 2022 the Company entered into a securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to

purchase from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price of 1,473,449 newly issued shares

of the Company’s common stock.

On February 28, 2022, the Company and Chan Heng Fai entered into an amendment to this securities

purchase agreement pursuant to which the Company shall purchase these 293,428,200 ordinary shares of Alset International for a purchase

price of 1,765,964 newly issued shares of the Company’s common stock.

The closing of this transaction with Chan Heng Fai was subject

to approval of the Nasdaq and the Company’s stockholders.

These 293,428,200 ordinary shares of Alset International represent approximately

8.4 % of the 3,492,713,362 total issued and outstanding shares of Alset International.

The Company had a Special Meeting of Stockholders

to vote on the approval of this transaction on June 6, 2022.On December 6, 2022, the Company filed a Certificate of Amendment to the

Company’s Certificate of Formation with the Texas Secretary of State to effect a 1-for-20 reverse stock split .

The Reverse Stock

Split was effective as of December 28, 2022.

The par value of the common stock following the reverse stock split remains at $ 0.001 per

The reverse stock split has been retroactively applied to all financial statements presented.

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

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excess of identifiable equity.

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

for a consideration of $ 82,635

with $ 257,733 gain recognized for the deal.

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

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

acquisition of HTL was accounted for prospectively as of June 14, 2023 as this did not represent

a change in reporting entity.

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

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

The Consolidated financial statements were not retrospectively adjusted for the acquisition

of HTL as of January 1, 2022 for comparative purposes because the historical operations of

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

of December 31, 2023 and 2022, the total outstanding common shares of the Company were 9,235,119 and 7,422,846 , respectively.

The consolidated financial statements

were not retrospectively adjusted for the acquisition of HTL as of January 1, 2023 for comparative purposes because the historical

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

of December 31, 2024 and 2023, the total outstanding common shares of the Company were 9,235,119 .

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

1 unchanged sentence

Company’s real estate segment is comprised of LiquidValue Development Inc.

(“LiquidValue Development”).

(“LiquidValue Development”) and American

Home REIT Inc.

2014, Alset International commenced operations developing property projects and participating in third-party property development projects.

5 unchanged sentences

LiquidValue Development’s

primary real estate project is a subdivision development project near Houston, Texas, known as Lakes at Black Oak, currently projected

to have approximately 550-600 units.

2022, Company’s subsidiaries purchased from builders 132 homes in different communities in Texas.

primary real estate project is a subdivision development project near Houston, Texas, known as Lakes at Black Oak.

2022, the Company, mostly through AHR, purchased from builders 132 homes in different communities in Texas.

The Company rents these homes

1 unchanged sentence

land development.

In 2023 our direct subsidiary American Home REIT Inc.

was the owner of most of our single-family rental homes.

In 2023 and 2024 AHR was the owner of most of our single-family rental homes.

Transformation Technology

19 unchanged sentences

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.

HWH World recognized $ 12,758 and $ 753,651 in revenue in the years ended December 31, 2023 and 2022, respectively.

of December 31, 2023 and 2022, the deferred revenue from biohealth segment was $ 0 and $ 21,198 , respectively.

All this deferred revenue

came from unrecognized sales.

health products through its network of members in the Republic of 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.

recognized $ 0 and $ 12,758 in revenue in the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the

deferred revenue from biohealth segment was $ 0 and $ 0 , respectively.

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.

Business Activities

addition to the segments identified above, the Company provides corporate strategy and business development services, asset management

services, corporate restructuring and leveraged buy-out expertise.

These service offerings build relationships with promising companies

for potential future collaboration and expansion.

We believe that our other business activities complement our three principal businesses.

addition to the segments identified above, the Company provides corporate strategy and business development services, food and beverage

services, asset management services, corporate restructuring and leveraged buy-out expertise.

These service offerings build relationships

with promising companies for potential future collaboration and expansion.

We believe that our other business activities complement our

three principal businesses.

Company’s other business activities segment is primarily comprised of Alset International, SeD Capital Pte.

17 unchanged sentences

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

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.

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 will

be 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.

the years ended on December 31, 2023 and 2022, the revenue from the other business activities described above was approximately $ 1,083,971

and $ 568,248 , respectively.

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

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

This business was acquired on October 5, 2022.

During the acquisition, a goodwill of $ 60,343 had been generated for the Company.

The café was closed on September 16, 2024 and the goodwill was impaired during the year ended December 31, 2024.

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

Due to the closure of this

subsidiary the Company wrote off $ 5,820 of fixed assets, which is included in general and administrative expenses and recorded a gain

on termination of lease of $ 246 , which is included in other income on the Company’s Statement of Operations for the year ended

December 31, 2024.

In addition to above,

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

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 unchanged sentences

entities as of December 31, 2024 and 2023, as follows:

OF SUBSIDIARIES

SCHEDULE OF SUBSIDIARIES

Attributable interest

9 unchanged sentences

Singapore Construction & Development Pte.

Art eStudio Pte.

Singapore Construction Pte.

Global BioMedical Pte.

Alset Innovation Pte.

Health Wealth Happiness Pte.

33 unchanged sentences

HotApp International Limited

HWH International, Inc.

Delaware, United States of America

Health Wealth & Happiness Inc.

United States of America

HWH Multi-Strategy Investment, Inc.

United States of America

SeD REIT Inc.

United States of America

Gig Stablecoin Inc.

United States of America

HWH World Inc.

2 unchanged sentences

UBeauty Limited

WeBeauty Korea Inc

HWH World Limited

1 unchanged sentence

Alset Energy Inc.

GDC REIT Inc.)

United States of America

1 unchanged sentence

United States of America

Hapi Robot Pte.

Impact BioHealth Pte.

4 unchanged sentences

United States of America

Open House Inc.

United States of America

Open Rental Inc.

United States of America

Hapi Cafe Inc.

Nevada, United States of America

Global Solar REIT Inc.

United States of America

Alset Capital Inc.

2 unchanged sentences

Hapi Cafe Inc.

United States of America

Texas, United States of America

LiquidValue Development Pte.

LiquidValue Development Limited

Alset EPower Inc.

United States of America

EPowerTech Inc.

United States of America

AHR Asset Management Inc.

United States of America

HWH World Inc.

Delaware, United States of America

Alset F&B Holdings Pte.

6 unchanged sentences

United States of America

Hapi Air Inc.

United States of America

AHR Texas Three, LLC

United States of America

Alset Capital Pte.

Hapi Cafe Korea Inc.

Green Energy Inc.

United States of America

Green Energy Management Inc.

United States of America

Alset Metaverse Inc.

United States of America

Alset Management Group Inc.

2 unchanged sentences

United States of America

HWH International Inc.

Alset Capital Acquisition Corp.)

(now known as HWH International Inc.)

Delaware, United States of America

4 unchanged sentences

Alset eVehicle Pte.

Alset Mining Pte.

Hapi iRobot Pte.

Hapi Marketplace Pte.

Ltd.) (f.k.a.

HWH Marketplace Pte.

6 unchanged sentences

United States of America

Alset Home REIT Inc.

United States of America

Hapi Metaverse Inc.

1 unchanged sentence

Hapi Cafe Limited

Hapi Group HK Limited (f.k.a.

MOC HK Limited)

4 unchanged sentences

United States of America

Hapi Robot Service Pte.

Hapi Acquisition Pte.

Hapi Travel Limited

Guangdong LeFu Wealth Investment Consulting Co., Ltd.

Shenzhen Leyouyou Catering Management Co., Ltd.)

2 unchanged sentences

Robot Ai Trade Pte.

Hapi MarketPlace Inc.

United States of America

Hapi Café Co., Ltd.

Hapi Home Inc.

United States of America

Hapi Robot Inc.

United States of America

the Company indirectly holds percentage of shares of these entities less than 50%, 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, 2023, the Company disposed of few subsidiaries which had no or very minimal activities.

The disposal of these entities had immaterial effect on the Company’s consolidated financial statements.

the year ended December 31, 2024, the Company disposed of few subsidiaries which had no or very minimal activities.

The disposal of these

entities had immaterial effect on the Company’s consolidated financial statements.

preparation of consolidated financial statements in conformity with U.S.

11 unchanged sentences

of the sold lot compared to the expected sales values of all lots in the project.

the allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable,

those costs could also be allocated based on area method, the size of the lot compared to the total size of all lots in the project.

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.

the Company purchases properties but does not receive the assessment information from the county, the Company allocates the values between

4 unchanged sentences

and 2023, the Company adjusted $ 0 and $ 951,349 between building and land, respectively.

During the years 2023 and 2022, the Company

adjusted depreciation expenses of $ 17,525 and $ 197,609 , respectively.

During the years ended December 31, 2024 and

2023, the Company adjusted depreciation expenses of $ 0 and $ 17,525 , respectively.

and Cash Equivalents

2 unchanged sentences

to a known amount of cash and are subject to an insignificant risk of changes in values.

There were no cash equivalents as of December

31, 2023 and 2022.

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, 2023 and

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.

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, 2024 and 2023.

On March 15, 2022 approximately $ 2,300,000 was released from collateral.

On December 14, 2023 additional $ 201,751 was released

from collateral.

As of December 31, 2023 and 2022, the total balance of this account was $ 107,767

and $ 309,219 ,

On December 14, 2023 additional

$ 201,751 was released from collateral.

As of December 31, 2024 and 2023, the total balance of this account was $ 107,874 and $ 107,767 ,

respectively.

2 unchanged sentences

that brokerage account was $ 832,065 and $ 859,799 , respectively.

Held in Trust Account

December 31, 2024 and 2023, the Company had approximately $ 0 and

$ 21.0 million,

respectively, in investments in treasury securities held in the Trust Account.

The funds in the Trust Account were subject to

redemption by investors of HWH International Inc.

(formerly known as Alset Capital Acquisition Corp.) The

funds in Trust Account were valued at Level 1 observable input.

Receivables and Allowance for Credit Losses

Account receivables is recorded at invoiced amounts net of an allowance for credit losses and do 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

accounts receivable.

receivables is recorded at invoiced amounts net of an allowance for credit losses and do 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 accounts receivable.

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.

Accounts receivable

considered uncollectible are charged against the allowance after all means of collection have been exhausted and the potential for recovery

is considered remote.

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

As of December 31, 2024 and 2023, 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 December 31, 2023 and 2022, the balance of account receivables

was $ 77,517 and $ 46,522 , respectively.

receivables include developer reimbursements for Lakes at Black Oak project.

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 December

The Company does not have any off-balance

sheet credit exposure related to its customers.

As of December 31, 2024 and 2023, the balance of account receivables was $ 75,646 and

$ 77,517 , respectively.

Receivables and Allowance for Credit Losses

receivables include developer reimbursements for Lakes at Black Oak and Alset Villas projects.

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 December 31, 2024 and 2023.

January 9, 2024, the Company sold 320,000 shares of HWH International Inc.

(“HWH”) to two investors ( 160,000 shares to

The consideration for each of the two purchases of stock was $ 8,000,000 , which was paid through the issuance of promissory notes

at the purchase price of $ 50 per share.

These promissory notes carry interest of 1.5 % and have maturity dates two years from the date

of the notes.

Each investor also entered into a Security Agreement.

Security interest in the brokerage account into which each investor

deposited the Shares (the “Collateral”) shall in each case serve as security for the Company’s repayment of their respective

promissory notes, and repossession of such Collateral by the Company shall be the sole recourse for non-payment.

On December 31, 2024,

HWH’s stock price was $ 0.64 .

The Company does not expect that investors will repay the promissory notes when due, as the value

of the shares is significantly lower than the original purchase price of $ 50 per share.

The Company expects that all the shares will

be returned to the Company at the notes’ maturity date and the notes will be canceled as well.

Accordingly, the Company has not

recognized the receivable or any gain or loss related to the transaction.

are stated at the lower of cost or net realizable value.

9 unchanged sentences

Securities at Fair Value

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.

Amarantus BioScience Holdings (“AMBS”) and Holista CollTech Limited (“Holista”)

are publicly traded companies.

The Company does not have significant influence over AMBS and Holista, as the Company holds approximately

4.3 % and 13 % of the common shares of AMBS and Holista, respectively.

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.

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.

Amarantus BioScience Holdings (“AMBS”) is a publicly traded company.

The Company does not have significant influence over AMBS as the Company holds approximately 4.3 % of the common shares of AMBS.

fair value is determined by quoted stock prices.

April 12, 2021, the Company acquired 6,500,000 common shares of Value Exchange International, Inc.

2 unchanged sentences

On October 17, 2022 the Company purchased

additional 7,276,163 common shares of Value Exchange International for an aggregate purchase price of $ 1,743,734 .

On September 6, 2023

the Company converted $ 1,300,000 of VEII loan into 7,344,632 common shares.

After these transactions the Company owns approximately 48.7 %

of Value Exchange International and exercises significant influence over it.

Our Chief Executive Officer, Chan Heng Fai, is also an owner

of the common stock of Value Exchange International (not including any common shares we hold).

Additionally, certain members of our board

of directors serve as directors of Value Exchange International.

additional 7,276,163 common shares of VEII for an aggregate purchase price of $ 1,743,734 .

On September 6, 2023, the Company converted

$ 1,300,000 of VEII loan into 7,344,632 common shares.

After these transactions, the Company owns approximately 48.7 % of VEII and exercises

significant influence over it.

Our Chief Executive Officer, Chan Heng Fai, is also an owner of the common stock of VEII (not including

any common shares we hold).

Additionally, certain members of our board of directors serve as directors of Value Exchange International.

The stock’s fair value is determined by quoted stock prices.

the year ended December 31, 2021, the Company’s subsidiaries established 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.

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”), New Electric CV Corporation (“NECV”), Value Exchange International Inc.

(“Value Exchange International” or “VEII”) and Sharing Services Global Corp.

(“SHRG”) are publicly

traded companies and fair value is determined by quoted stock prices.

The Company has significant influence but does not have a controlling

interest in these investments, and therefore, the Company’s investment could be accounted for under the equity method of accounting

or elect fair value accounting.

Company has significant influence over DSS.

As of December, 2023 and 2022, the Company owned approximately 44.4 % and 45.2 % of the

common stock of DSS, respectively.

Our CEO is a stockholder and the Chairman of the Board of Directors of DSS.

Chan Tung Moe, our

Co-Chief Executive Officer and the son of Chan Heng Fai, is also a director of DSS.

William Wu, Wong Shui Yeung and Joanne Wong Hiu

Pan, directors of the Company, are each also directors of DSS.

Company has significant influence over NECV as the Company holds approximately 0.5 % of the common shares of NECV and one officer

from the Company holds a director position on NECV’s Board of Directors.

Company has significant influence over Value Exchange International as the Company holds approximately 48.7 % of the common shares

Chan and another member of the Board of Directors of Hapi Metaverse, Lum Kan Fai Vincent, are both members of the Board

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

Credit Agreement (the “First Credit Agreement”) with VEII.

The First 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 First Credit Agreement at 8 %.

The First 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”).

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, the Company’s

subsidiary Hapi Metaverse Inc.

loaned VEII $ 1,400,000 (the “Loan Amount”).

The Loan Amount can be converted into shares of

VEII pursuant to the terms of the First Credit Agreement for a period of three years.

There is no fixed price for the derivative security

until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock.

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

Under the terms of the First 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.

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

15, 2023, the Company loaned VEII $ 1,000,000 .

The Second Credit Agreement was amended pursuant to an agreement dated December 19, 2023.

Under the Second Credit Agreement, as amended, this amount can be converted into VEII’s Common Shares pursuant to the terms of

the Second Credit Agreement for a period of three years.

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”).

will entitle the Company to purchase one (1) share of VEII’s Common Stock at a per-share exercise price equal to the Conversion

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

At the time of this filing, the

Company has not converted the Loan Amount.

Chairman, Chan Heng Fai and a member of the Board of Directors of Hapi Metaverse, Lum Kan Fai Vincent, are both members of the Board

of Directors of VEII.

In addition to Mr.

Chan, two other members of the Board of Directors of Alset Inc.

are also members of the

Board of Directors of VEII (Wong Shui Yeung and Wong Tat Keung).

Company has significant influence over SHRG as the Company holds approximately 33.4 % of the common shares of SHRG, our CEO holds

a director position on SHRG’s Board of Directors and one of the officers of the Company is the CFO of SHRG.

Additionally, our

CEO is a significant stockholder of SHRG shares.

March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of American Medical REIT Inc.

a related party private startup company, in conjunction with the Company lending two $ 200,000 promissory notes.

For further details on

this transaction, refer to Note 8 - Related Party Transactions, Note Receivable from a Related Party Company .

As of December 31,

2023 and 2022, AMRE was a private company.

Based on management’s analysis, the fair value of the AMRE warrants was $ 0 as of December

In March 2022 both loans, together with warrants were converted into common shares of AMRE.

After the conversion, the Company

owns approximately 15.8 % of AMRE.

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 currently owns a total of 21,179,275 shares

(representing approximately 48.55 %) of VEII.

Company has a portfolio of trading securities.

The objective is to generate profits on short-term differences in market prices.

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.

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., American Premium Water Corporation (“APW”, d.b.a.

New Electric CV Corporation, “NECV”),

Value Exchange International Inc., Sharing Services Global Corp.

(“SHRG”) and Impact Biomedical Inc.

are publicly traded companies and fair value is determined by quoted stock prices.

The Company has significant influence but does not

have a controlling interest in these investments, and therefore, the Company’s investment could be accounted for under the equity

method of accounting or under fair value accounting.

Company has significant influence over DSS as we owned approximately 48.9 % of the common stock of DSS as of December 31, 2024, and our

Chief Executive Officer, 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, two 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, and Lim Sheng Hon, Danny).

The Company did not have a controlling interest and therefore the Company’s

investment would be accounted for under equity method accounting or we could elect the fair value option accounting.

Company has significant influence over APW as the Company holds approximately 0.5 % of the common shares of APW.

Additionally, our Chief

Executive Officer, Chan Heng Fai, is the majority owner of the common stock of APW (not including any common shares we hold).

did not have a controlling interest and therefore the Company’s investment would be accounted for under equity method accounting

or we could elect the fair value option accounting.

Company has significant influence over SHRG as the Company holds approximately 29.0 % of the common shares of SHRG, our Chief Executive

Officer holds a director and chairman position on SHRG’s Board of Directors and three of the directors of the Company are the directors

Additionally, our Chief Executive Officer is a significant stockholder of SHRG shares.

August 8, 2023, DSS Inc.

distributed shares of Impact Biomedical Inc.

(“Impact”), beneficially held by DSS, in the form of

a dividend to the shareholders of DSS common stock.

As a result of this distribution, the Company and its majority owned subsidiaries

received 4,568,165 shares of Impact, representing 6.5 % of the issued and outstanding shares of Impact Common Stock.

Each share of Impact

distributed as part of the distribution is not eligible for resale until 180 days from the date Impact’s initial public offering

becomes effective under the Securities Act, subject to the discretion of DSS to lift the restriction sooner.

As of December 31, 2023,

Impact was a startup private company.

Based on the management’s analysis, the fair value of Impact shares was approximately $ 0

at the distribution date and as of December 31, 2023.

Company accounts for certain of its investments in funds without readily determinable fair values in accordance with ASU No.

Fair Value Measurement (Topic 820):

Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its

Equivalent) (“2015-07”).

In the first six months of 2022 the Company invested $ 100,000 in Class A Shares of Novum Alpha

Global Opportunity Digital Asset Fund I SP, a segregated portfolio of Novum Alpha SPC (“Novum Alpha Fund”).

This fund invests

in long-short digital assets.

The Company subscribed in participating shares which are redeemable and non-voting.

The Company closed

the fund in July 2022 recording $ 74,827 loss on this investment.

distributed shares of Impact Biomedical Inc., beneficially held by DSS, in the form of a dividend to the shareholders

of DSS common stock.

As a result of this distribution, the Company and its majority owned subsidiaries received 4,568,165 shares of Impact,

representing 39.7 % of the issued and outstanding shares of Impact’s common stock.

Each share of Impact distributed as part of the

distribution is not eligible for resale until 180 days from the date Impact’s initial public offering becomes effective under the

Securities Act, subject to the discretion of DSS to lift the restriction sooner.

On September 17, 2024, Impact completed its Initial

Public Offering and its shares started to trade on New York Stock Exchange.

Based on the management’s analysis, the fair value

of Impact shares was approximately $ 0 at the distribution date and December 31, 2023.

The Company did not have a controlling interest

and therefore the Company’s investment would be accounted for under equity method accounting or we could elect the fair value option

Company has elected the fair value options for the equity securities noted above that would otherwise be accounted for under the equity

method of accounting to better match the measurement of assets and liabilities in the Consolidated Statements of Operations.

SHRG and Impact are publicly traded companies and fair value of these equity investments is determined by the quoted stock prices.

December 31, 2024 and 2023, the fair value (calculated by market trading prices on the end dates of the periods) of total held equity

stock of DSS, VEII, SHRG and Impact was $ 11,028,405 and $ 9,381,636 , respectively.

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 APW, for an aggregated purchase price of $ 122,039 .

We value APW warrants under level 3 category through a

Black Scholes option pricing model and the fair value of the warrants from APW were $ 860,342 as of July 17, 2020, the purchase date and

$ 973 and $ 430 as of December 31, 2024 and 2023, respectively.

changes in the fair values of the investment were recorded directly to accumulated other comprehensive income (loss).

Due to the inherent

uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these

investments existed.

Securities at Cost

6 unchanged sentences

value of the investment.

September 8, 2020, the Company acquired 1,666 shares, approximately 1.45 % ownership, from Nervotec Pte Ltd (“Nervotec”),

a private company, at the purchase price of $ 37,826 .

The Company applied ASC 321 and measured Nervotec at cost, less any impairment,

plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same

September 30, 2020, the Company acquired 3,800 shares, approximately 19 % ownership, from HWH World Company Limited (f.k.a.

(Thailand) Co., Ltd.) (“HWH World Co.”), a private company, at a purchase price of $ 42,562 .

The Company’s subsidiary

holding equity in HWH World Co.

September 8, 2020, the Company’s indirect subsidiary, Hapi Robot Pte.

Impact Biohealth Pte.

Ltd.) acquired 1,666 shares,

approximately 1.45 % ownership, from Nervotec Pte Ltd (“Nervotec”), a private company, at the purchase price of $ 36,628 .

Company applied ASC 321 and measured Nervotec at cost, less any impairment, plus or minus changes resulting from observable price changes

in orderly transactions for an identical or similar investment of the same issuer.

As of December 31, 2024, the value of the investment

in Nervotec is $ 589 , as the Company wrote off $ 37,287 of this investment.

September 30, 2020, the Company’s former indirect subsidiary, HWH Global Inc.

HWH International Inc.) acquired 3,800 shares,

approximately 19 % ownership, from HWH World Company Limited (f.k.a.

Hyten Global (Thailand) Co., Ltd.) (“HWH World Co.”),

a private company, at a purchase price of $ 42,562 .

HWH Global Inc.

was sold on December 31, 2023.

2021, the Company 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.

has been no indication of impairment or changes in observable prices via transactions of similar securities and investments are still

carried at cost.

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.

March 14, 2024, the Company entered into shares subscription agreement to subscription of shares in Ideal Food & Beverage Pte.

(“IFBPL”) with the subscription of 19,000 shares, constituting 19 % of the 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 and total impairment expenses were $ 14,205 due to

net liabilities of IFBPL as of December 31, 2024.

April 25, 2024, the Company entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness

(“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.

The JVC was incorporated

in July 2024 and is owned by:

(a) HWHPL will hold 19%

of the shares in the JVC;

(b) Chan Heng Fai will hold 11%;

and (c) the remaining 70% of the shares in the JVC are to be held by Chen

has been no indication of impairment or changes in observable prices via transactions of similar securities and is still carried at a

Securities under Equity Method Accounting

Company accounts for equity investment in entities with significant influence under equity-method accounting.

Under this method, the

Group’s pro rata share of income (loss) from investment is recognized in the consolidated statements of comprehensive income.

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 be liable for the obligations of the investee or provide 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, but discloses the losses in the footnotes.

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.

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 Group to hold investment and the ability of the investee to sustain an earnings capacity, justifying the

carrying amount of the investment.

Company accounts for equity investments in certain entities with significant influence under equity-method accounting.

Under this method,

the Group’s pro rata share of income (loss) from investment is recognized in the 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 be liable for the obligations of the investee or provide 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 Group

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.

Medical REIT Inc.

Asset Management Pte.

(“LiquidValue”), a subsidiary of the Company owns 15.8 % of AMRE as of December 31, 2023, 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

CEO, is the executive chairman and director of AMRE.

DSS, of which we own 44.4 % and have significant influence over, owns 80.4 % of AMRE.

(“LiquidValue”), a subsidiary of the Company owns 16.4 % of American Medical REIT Inc.

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.

Fai, our CEO, is the executive chairman and director of AMRE.

DSS, of which we own 48.9 % and have significant influence over, owns 80.4 %

Therefore, the Company has significant influence on AMRE.

Pacific Bancorp, Inc.

to Securities Purchase Agreement from March 12, 2021 the Company purchased 4,775,523 shares of the common stock of American Pacific Bancorp

(“APB”) and gained majority ownership in that entity.

APB was consolidated into the Company under common control accounting

(See Transactions between Entities under Common Control for details).

On September 8, 2021 APB sold 6,666,700 shares Series A Common

Stock to DSS, Inc.

for $ 40,000,200 cash.

As a result of the new share issuances, the Company’s ownership percentage of APB fell

below 50% to 41.3% (and subsequently to 36.9%) and the entity was deconsolidated in accordance with ASC 810-10.

Upon deconsolidation

the Company elected to apply the equity method accounting as the Company still retained significant influence .

During the year ended

December 31, 2023 the investment loss was $ 24,241,856 .

During the year ended December 31, 2022 the investment gain was $ 867,117 .

December 31, 2023 and 2022, the investment in APB was $ 7,426,390 and $ 31,668,246 , respectively.

following table presents summarized unaudited financial information for APB.

OF UNAUDITED FINANCIAL INFORMATION

Summarized Financial Information

Net Income (Loss)

December 31, 2023

( 65,624,948 )

December 31, 2022

June 10, 2021 the Company’s indirect subsidiary HCI-T lent $ 76,723 to Ketomei Pte.

On March 21, 2022

Hapi Cafe entered into an agreement pursuant to which the principal of the loan together with accrued interest were converted into an

investment in Ketomei.

Pacific Financial, Inc.

to Securities Purchase Agreement from March 12, 2021 the Company purchased 4,775,523 shares of the common stock of American Pacific Financial

Inc., formerly known as American Pacific Bancorp, Inc.

(“APF”) and gained majority ownership in that entity.

APF was consolidated

into the Company under common control accounting.

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

$ 40,000,200 cash.

As a result of the new share issuances, the Company’s ownership percentage of APF fell below 50% to 41.3% (and

subsequently to 36.9%) and the entity was deconsolidated in accordance with ASC 810-10.

Upon deconsolidation the Company elected to apply

the equity method accounting as the Company still retained significant influence.

During the year ended December 31, 2024 the investment

loss was $ 3,205,094 .

During the year ended December 31, 2023 the investment loss was $ 24,241,856 .

As of December 31, 2024 and 2023, the

investment in APF was $ 4,221,296 and $ 7,426,390 , respectively.

June 10, 2021 the Company’s indirect subsidiary Hapi Café Inc.

lent $ 76,723 to Ketomei Pte.

On March 21, 2022 HCI-T entered into an agreement pursuant to which the principal of the loan together with accrued interest were converted

into an investment in Ketomei.

At the same time, Hapi Cafe invested an additional $ 179,595 in Ketomei.

After the conversion and fund investment

the Company now holds 28 % of Ketomei.

Ketomei is in the business of selling cooked food and drinks.

During the years ended December 31,

2023 and 2022 the investment gain was $ 36,438 and $ 48,916 loss, respectively.

Investment in Ketomei was $ 155,369 at December 31, 2022.

At December 31, 2023, the Company wrote off the investment in Ketomei of $ 121,471 , as the Company does not believe it will be able to

recover this investment.

After the conversion and fund

investment HCI-T held 28 % of Ketomei as of December 31, 2023.

Ketomei is in the business of selling cooked food and drinks through a

subscription model.

At December 31, 2023, the Company wrote off the investment in Ketomei of $ 121,471 , as the Company did not believe

it was be able to recover this investment.

On February 20, 2024, Hapi Cafe invested $ 312,064 for an additional 38.41 % ownership interest

in Ketomei by converting $ 312,064 of convertible loan.

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

was transferred from impairment of convertible loan to impairment of equity method investment.

After this additional investment, Hapi

Cafe owns 55.65 % (the Company owns indirectly 45.5 %) of Ketomei’s outstanding shares and Ketomei is consolidated into the financial

statements of the Company beginning on February 20, 2024.

Brokers Company Inc.

7 unchanged sentences

Investor Protection Corporation (“SIPC”).

The Company has significant influence over Sentinel as its CEO holds a director

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 48.9% and have significant influence over, owns 80.1%

of Sentinel .

During the year ended December 31, 2023 the investment loss in Sentinel was $ 154,956 .

Investment in Sentinel was $ 124,763

at December 31, 2023.

During the years ended December 31, 2024 and 2023, the investment loss in Sentinel was $ 15,013 and $1 54,956 , respectively.

Investment in Sentinel was $ 109,750 and $ 124,763 at December 31, 2024 and 2023, respectively.

in Debt Securities

1 unchanged sentence

comprehensive income or loss.

Realized gains and losses on debt securities are recognized in the net income in the consolidated statements

of comprehensive income.

The Company monitors its investments 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

Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated

statements of comprehensive income.

The Company monitors its investments 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.

Company invested $ 50,000 in a convertible promissory note of Sharing Services Global Corporation (“Sharing Services Convertible

Note”), a company quoted on the US OTC market.

The value of the convertible note was estimated by management using a Black-Scholes

valuation model.

The fair value of the note was $ 9,799 on December 31, 2021.

The note was redeemed on July 14, 2022 and $ 50,000 principal

together with $ 28,636 accrued interests were received from Sharing Services.

February 26, 2021, the Company invested approximately $ 88,599

in the convertible note of Vector Com Co., Ltd

(“Vector Com”), a private company in South Korea.

The interest rate is 2 %

The conversion price is approximately $ 21.26

per common share of Vector Com.

As of December 31, 2023 and 2022, the Management estimated the fair value of the note to be $ 88,599

and $ 77,307 ,

respectively.

February 26, 2021, the Company invested approximately $ 88,599 in the convertible note of Vector Com Co., Ltd (“Vector Com”),

a private company in South Korea.

The interest rate of this note was 2 % per annum.

The conversion price was approximately $ 21.26 per

common share of Vector Com.

As of December 31, 2023, the management estimated the fair value of the note to be $ 77,307 .

The Company wrote

off this loan on March 31, 2024.

Interest Entity

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interests of each interest holder in the VIE.

Company evaluates its interests in VIE’s on an ongoing basis and consolidates any VIE in which it has a controlling financial interest

Company evaluates its interests in VIEs on an ongoing basis and consolidates any VIE in which it has a controlling financial interest

and is deemed to be the primary beneficiary.

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of the VIE that could potentially be significant to it or the right to receive benefits from the VIE that could be significant to the

Company identified Smart Reward Express Limited as a VIE and consolidated it into its financial statements.

Estate Assets

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when lots are sold.

Company capitalized construction costs of approximately $ 1.2 million and $ 3.2 million for the years ended December 31, 2023 and 2022,

respectively.

Company capitalized construction costs of approximately $ 0 and $ 1.2 million for the years ended December 31, 2024 and 2023, respectively.

Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment

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Management may use the market comparison method to value other relatively

small projects, such as the project in Perth, Australia.

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.

Company did not record impairment on any of its projects during the years ended on December 31, 2023 and 2022.

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.

Company did no t record impairment on any of its projects during the years ended on December 31, 2024 and 2023.

under development

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The Company did not recognize any impairment losses during the years ended on December 31, 2024 and

of Model Houses

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.

Management intends to procure a new, tenant to occupy the premises after the office used for real estate sales is converted

back to a garage in the first quarter of 2025.

July 14, 2023, 150 CCM Black Oak, Ltd.

entered into a model home lease agreement with Davidson Homes, LLC (“Davidson”).

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

Recognition and Cost of Sales

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A detailed breakdown of the

five-step process for the revenue recognition of the Ballenger and Lakes at Black Oak projects, which represented approximately 82 % and

29 % of the Company’s revenue in the years ended December 31, 2023 and 2022, respectively, is as follows:

five-step process for the revenue recognition of the Lakes at Black Oak project, which represented approximately 79 % and 82 % of the Company’s

revenue in the years ended December 31, 2024 and 2023, respectively, is as follows:

the contract with a customer.

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and 2023, the Company did not recognize any deferred revenue and collected all rents due.

of the Front Foot Benefit Assessments

have established a front foot benefit (“FFB”) assessment on all of the NVR lots.

This is a 30-year annual assessment allowed

in Frederick County which requires homeowners to reimburse the developer for the costs of installing public water and sewer to the lots.

These assessments become effective as homes are settled, at which time we can sell the collection rights to investors who will pay an

upfront lump sum, enabling us to more quickly realize the revenue.

The selling prices range from $ 3,000 to $ 4,500 per home depending

on the type of home.

Our total revenue from the front foot benefit assessment is approximately $ 1 million.

To recognize revenue of FFB

assessment, both our and NVR’s performance obligation have to be satisfied.

Our performance obligation is completed once we complete

the construction of water and sewer facility and close the lot sales with NVR, which inspects these water and sewer facility prior to

close lot sales to ensure all specifications are met.

NVR’s performance obligation is to sell homes they build to homeowners.

FFB revenue is recognized on quarterly basis after NVR closes sales of homes to homeowners.

The agreement with these FFB investors is

not subject to amendment by regulatory agencies and thus our revenue from FFB assessment is not either.

During the years ended December

31, 2023 and 2022, we recognized revenue of $ 0 and $ 126,737 from FFB assessment, respectively.

of Real Estate Sale

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any member returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned

We do not have buyback program.

However, when the customer requests a return and management decides that the refund is necessary,

We do not have a buyback program.

However, when a customer requests a return and management decides that the refund is necessary,

we initiate the refund after deducting all the benefits that a member has earned.

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The fee is fixed, paid in full at the time upon joining

the membership;

the fee is not refundable.

the membership and is not refundable.

The Company’s performance obligation is to provide its members the right to (a) purchase

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of 2021 and 2022 respectively, both of which have since commenced operations.

These licenses will allow Alset F&B One and Alset F&B

These licenses allow Alset F&B One and Alset F&B

PLQ each to operate a Killiney Kopitiam restaurant in Singapore.

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to relish the four facets – health and wellness, fitness, productivity, and recreation all under one roof.

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.

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 will

be 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 is focusing on operating café business in Hong

This business was acquired on October 5, 2022.

During the acquisition, a goodwill of $ 60,343 had been generated for the Company.

The café was closed on September 16, 2024 and the goodwill was impaired during the year ended December 31, 2024.

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

Due to the closure of this

subsidiary, the Company wrote off $ 5,820 of fixed assets, which is included in general and administrative expenses and recorded a gain

on termination of lease of $ 246 , which is included in other income on the Company’s Statement of Operations for the year ended

December 31, 2024.

performance obligations.

1 unchanged sentence

as all service obligations within the other business activities segment have been completed.

Deferred Revenue

The Company recognizes deferred revenue when payments are

received in advance of fulfilling its performance obligations.

revenue at December 31, 2024, 2023, and 2022 was $ 2,100 , $ 18,714 , and $ 707,145 , respectively .

Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”.

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subsidiaries located in Singapore, Hong Kong, Australia, South Korea and China are maintained in their local currencies, the Singapore

Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”), South Korean Won (“KRW”) and Chinese Yuan (CN¥),

which are also the functional currencies of these entities.

Dollar (“S$”), Hong Kong Dollar (“HK$”), Australian Dollar (“AUD”), South Korean Won (“KRW”)

and Chinese Yuan (“CN¥”), which are also the functional currencies of these entities.

in foreign currencies

4 unchanged sentences

the intercompany loans between Singapore entities and U.S.

The Company recorded $ 547,845 loss on foreign exchange during the

year ended on December 31, 2022 and a $ 697,286 loss during the year ended on December 31, 2023.

The foreign currency transactional gains

and losses are recorded in operations.

The Company recorded $ 3,039,135 gain on foreign exchange during

the year ended on December 31, 2024 and $ 697,286 loss during the year ended on December 31, 2023.

The foreign currency transactional

gains and losses are recorded in operations.

of consolidated entities’ financial statements

1 unchanged sentence

rates of exchange ruling at the balance sheet date.

The Company’s entities with functional currency of Singapore Dollar, Hong Kong

Dollar, AUD, KRW and CN¥, translate their operating results and financial positions into the U.S.

dollar, the Company’s reporting

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).

Company recorded other comprehensive gain of $ 508,277 from foreign currency translation for the year ended December 31, 2022 and $ 301,579

The Company’s entities with functional currency of S$, HK$, AUD, KRW and CN¥,

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).

Company recorded other comprehensive loss of $ 4,480,570 from foreign currency translation for the year ended December 31, 2024 and $ 301,579

loss for the year ended December 31, 2023, in accumulated other comprehensive loss.

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The Company has not recorded any unrecognized tax benefits.

The Company recognizes interest

and penalties related to uncertain tax positions as a component of income tax expense in the consolidated statements of operations.

interest and penalties are included in the liability for unrecognized tax benefits in the consolidated balance sheets.

In the event that

an uncertain tax position is resolved favorably, previously accrued interest and penalties are reversed and recognized as a reduction

to income tax expense.

As of December 31, 2024, the Company has not recognized any interest or penalties related to uncertain tax positions

in the consolidated financial statements.

Company’s 2024, 2023 and 2022 tax returns remain open to examination.

37 unchanged sentences

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.

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

6 unchanged sentences

policy is to obtain an independent third-party valuation for each major project in the United States to identify triggering events for

Our management may use a market comparison method to value other relatively small projects, such as the project in Perth,

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.

company did not record any impairment for the year ended on December 31, 2023 and 2022.

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.

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.

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.

Financing Costs

6 unchanged sentences

based on their size.

of December 31, 2023 and 2022, the capitalized financing costs were $ 1,225,739 .

of December 31, 2024 and 2023, the capitalized financing costs were $ 0 and $ 1,225,739 , respectively.

Party Transactions

24 unchanged sentences

Accounting Pronouncements

pronouncement adopted

October 2021, the FASB issued ASU No.

2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers.” ASU 2021-08 requires the company acquiring contract assets and contract liabilities

obtained in a business combination to recognize and measure them in accordance with ASC 606, “Revenue from Contracts with Customers”.

At the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract.

the update such amounts were recognized by the acquiring company at fair value.

The amendments in this update are effective for fiscal

years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted, including

in interim periods, for any financial statements that have not yet been issued.

The Company adopted these requirements prospectively,

effective on the first day of the year 2023.

The application of the ASU 2021-08 has not had a material impact on our consolidated financial statements.

June 2016, the FASB issued ASU No.

2016-13, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on

Financial Instruments” (“ASU 2016-13”).

ASU 2016-13 requires financial assets measured at amortized cost to be presented

at the net amount expected to be collected.

The measurement of expected credit losses is based on relevant information about past events,

including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported

An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances.

ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal

years, and a modified retrospective approach is required, with a cumulative-effect adjustment to retained earnings as of the beginning

of the first reporting period in which the guidance is effective.

In November of 2019, the FASB issued ASU 2019-10, which delayed the

implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies.

The Company adopted

these requirements prospectively, effective on the first day of the year 2023.

The application of the ASU 2016-13 has not had a material impact on our consolidated financial statements.

March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of Reference Rate Reform on Financial Reporting .

The amendments in this Update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP)

to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments

in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate

expected to be discontinued because of reference rate reform.

The Company’s line of credit agreement provides procedures for determining

a replacement or alternative rate in the event that LIBOR is unavailable.

The amendments in this Update are effective for all entities

as of March 12, 2020 through December 31, 2024.

The Company does not believe that ASU 2020-04 will have significant impact on its future

consolidated financial statements.

pronouncement not yet adopted

August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40) which simplifies the accounting for convertible instruments.

The guidance removes

certain accounting models which separate the embedded conversion features from the host contract for convertible instruments.

a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard.

2020-06 is effective for fiscal years beginning after December 15, 2023 for smaller reporting companies, including interim

periods within those fiscal years.

Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020.

Company is currently evaluating the impact of ASU 2020-06 on its future consolidated financial statements.

November 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to

Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and

interim basis.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all

prior periods presented in the financial statements.

The Company adopted ASU 2023-07 on December 31, 2024 on a retrospective basis.

adoption of this guidance does not have a material impact on our consolidated financial statements.

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 is intended to enhance the transparency and decision usefulness of income tax disclosures.

The ASU’s amendments are effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the

impact that adoption of ASU 2023-09 will have on its financial statements.

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

a 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.

CONCENTRATIONS

3 unchanged sentences

At times, these balances may exceed the insurance limits.

As of December 31, 2023 and 2022, uninsured

cash and restricted cash balances were $ 23,748,169 and $ 15,723,599 , respectively.

the year ended December 31, 2023, three customers accounted for approximately 36 %, 36 %, and 28 % of the Company’s property and development

For the year ended December 31, 2022, two customers accounted for approximately 81 %, and 19 % of the Company’s property

the year ended December 31, 2024, two customers accounted for approximately 30 %, and 70 % of the Company’s property and development

For the year ended December 31, 2023, three customers accounted for approximately 36 %, 36 %, and 28 % of the Company’s property

and development revenue.

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

by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision-maker is the CEO.

The Company operates in and reports four business segments:

digital transformation technology, biohealth, and other business activities.

The Company’s reportable segments are determined based

on the services they perform and the products they sell, not on the geographic area in which they operate.

The Company’s chief

operating decision maker evaluates segment performance based on segment revenue.

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

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.

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

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

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

Notes to the Financial Statements.

following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the years

ended December 31, 2024 and 2023:

OF SEGMENT INFORMATION

SCHEDULE OF SEGMENT INFORMATION

Digital Transformation Technology

Biohealth Business

Year Ended on December 31, 2024

6 unchanged sentences

( 8,964,666 )

Operating Income (Loss)

( 12,450,351 )

Operating Income (Loss)

( 1,079,465 )

Other Income (Expense)

( 8,201,857 )

( 4,117,076 )

Other Income (Expense)

( 2,947,968 )

5 unchanged sentences

Digital Transformation Technology

Biohealth Business

Year Ended on December 31, 2023

9 unchanged sentences

( 2,872,654 )

( 7,089,374 )

Other Income (Expense)

2 unchanged sentences

( 58,313,729 )

( 39,123,131 )

Net Income (Loss) Before Income Tax

3 unchanged sentences

( 61,186,383 )

( 46,212,505 )

December 31, 2024

4 unchanged sentences

of December 31, 2024 and 2023, real estate assets consisted of the following:

OF REAL ESTATE ASSETS

SCHEDULE OF REAL ESTATE ASSETS

Construction in Progress

2 unchanged sentences

Total Real Estate Assets

Single family residential properties

family residential properties

of December 31, 2024 and 2023, the Company owns 132 Single Family Residential Properties (“SFRs”).

5 unchanged sentences

following table presents the summary of our SRFs as of December 31, 2024:

OF SINGLE FAMILY RESIDENTIAL PROPERTIES

SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Investment per

BUILDER DEPOSITS

November 2015, SeD Maryland Development, LLC (“SeD Maryland”) entered into lot purchase agreements with NVR, Inc.

relating to the sale of single-family home and townhome lots to NVR in the Ballenger Run Project.

The purchase agreements were amended

three times thereafter.

Based on the agreements, NVR is entitled to purchase 479 lots for a price of approximately $ 64,000,000 , which

escalates 3% annually after June 1, 2018 .

part of the agreements, NVR was required to give a deposit in the amount of $ 5,600,000 .

Upon the sale of lots to NVR, 9.9 % of the purchase

price is taken as payback of the deposit.

A violation of the agreements by NVR would cause NVR to forfeit the deposit.

On January 3,

2019 and April 28, 2020, NVR gave SeD Maryland two more deposits in the amounts of $ 100,000 and $ 220,000 , respectively, based on the

3rd Amendment to the Lot Purchase Agreement.

On December 31, 2023 and 2022, there was $ 0 held on deposit.

Remaining balance of $ 31,553

was repaid during 2022.

NOTES PAYABLE

of December 31, 2024 and 2023, notes payable consisted of the following:

OF NOTES PAYABLE

SCHEDULE OF NOTES PAYABLE

Motor Vehicle Loans

Loans for Operations

Promissory Note to EF Hutton LLC

Total notes payable

5 unchanged sentences

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 L/C is drawn down.

The loan is a revolving line of

The L/C commission is 1.5 % per annum on

the face amount of the L/C.

Other standard lender fees 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.

expired during 2022 and only L/C is outstanding as of December 31, 2023 and 2022.

On March 15, 2022 approximately $ 2,300,000 was released

from collateral, leaving approximately $ 300,000 as collateral for outstanding letters of credit.

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 December 31, 2024 and 2023.

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 approximately $ 201,751

was released from collateral, leaving approximately $ 100,000 as collateral for outstanding letters of credit.

Protection Program Loan

February 11, 2021, the Company entered into a five year note with M&T Bank with a principal amount of $ 68,502 pursuant to the Paycheck

Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The PPP Loan is evidenced by a promissory note.

The PPP Term Note bears interest at a fixed annual rate of 1.00 %, with the first sixteen

months of principal and interest deferred or until we apply for the loan forgiveness.

The PPP Term Note may be accelerated upon the occurrence

of an event of default.

PPP Term Note is unsecured and guaranteed by the United States Small Business Administration.

The Company may apply to M&T Bank for

forgiveness of the PPP Term Note, with the amount which may be forgiven equal to at least 60 % of payroll costs and other eligible payments

incurred by the Company, calculated in accordance with the terms of the CARES Act.

At this time, we are not in a position to quantify

the portion of the PPP Term Note that will be forgiven.

As of December 31, 2021, we owe $ 68,502 to M&T Bank.

In April 2022 the Company

received confirmation that the PPP Loan was fully forgiven.

Company may be subject to CARES Act specific lookbacks and audits of the loan forgiveness as part of the SBA’s audit process.

January 7, 2017, SeD Perth Pty Ltd (“SeD Perth”) entered into a loan agreement with National Australian Bank Limited (the

“Australia Loan”) for the purpose of funding land development.

The loan facility provides SeD Perth with access to funding

of up to approximately $ 460,000 and matures on December 31, 2018 .

The Australia Loan is secured by both the land under development and

a pledged deposit of $ 35,276 .

This loan is denominated in AUD.

Personal guarantees amounting to approximately $ 500,000 have been provided

by our CEO, Chan Heng Fai and by Rajen Manicka, the CEO of Holista CollTech and Co-founder of iGalen Inc.

The interest rate on the Australia

Loan is based on the weighted average interest rates applicable to each of the business markets facility components as defined within

the loan agreement, ranging from 4.48 % to 4.49 % per annum for the year ended December 31, 2021.

On September 7, 2017 the Australia Loan

was amended to reduce the maximum borrowing capacity to approximately $ 179,000 .

During 2020, the terms of the Australia Loan were amended

to reflect an extended maturity date of April 30, 2022 .

This was accounted for as a debt modification.

The Company did not pay fees to

the National Australian Bank Limited for the modification of the loan agreement.

In February 2022, SeD Perth repaid the loan.

Vehicle Loans

May 17, 2021, Alset International Limited entered into a Hire Purchase Agreement with Hong Leong Finance Limited to purchase a car for

The total purchase price of the car, including associated charges, was approximately $ 184,596 .

Alset International paid an

initial deposit of $ 78,640 , and would make monthly instalment of approximately $ 1,300 , including interest of 1.88 % per annum, for the

May 17, 2021, Alset International Limited entered into an agreement with Hong Leong Finance Limited to purchase a car for business.

total purchase price of the car, including associated charges, was approximately $ 184,596 .

Alset International paid an initial deposit

of $ 78,640 , and would make monthly instalment of approximately $ 1,300 , including interest of 1.88 % per annum, for the 84 months.

September 22, 2022 Alset International entered into an agreement with United Overseas Bank Limited to purchase additional car for business.

2 unchanged sentences

of $ 66,020 and would make monthly installments of approximately $ 1,472 , including interest of 1.88 % per annum, for the 84 months.

Both loans are personally guaranteed

by our Chairman, Chan Heng Fai.

minimum principal payments under existing motor vehicle loans at December 31, 2024 in each calendar year through the end of their terms

are as follows:

OF FUTURE MINIMUM PAYMENTS

SCHEDULE OF FUTURE MINIMUM PAYMENTS

Total Future Payments

for Operations

Company’s subsidiary, Ketomei Pte Ltd (“Ketomei”) has a loan from DBS Bank Limited, which was used to fund Ketomei’s

current operations.

Ketomei owes DBS $ 34,156 at December 31, 2024.

Ketomei also borrowed $ 42,696 from an individual on February 21, 2022,

which consisted of principal of $ 36,807 and interest of $ 5,889 for 2 years at 8 % interest rate per annum.

Ketomei repaid $ 39,015 in 2024

and owes $ 3,681 at December 31, 2024, which will be repaid in 6 installments in 2025.

Note to EF Hutton LLC

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 EF Hutton LLC (“EF Hutton”), 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.

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.

The first installment of the note that was due in October 2024 was paid in January 2025, resulting in

a default due to the delay in payment.

We are currently in negotiations with EF Hutton to resolve the default status and restore the

account to good standing.

As of December 31, 2024, the Company accrued $ 70,970

in interest on the promissory note and owed $ 1,255,345

to EF Hutton.

RELATED PARTY TRANSACTIONS

Shares and Warrants from NECV

Shares and Warrants from APW

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 NECV, for an aggregated purchase price of $ 122,039 .

We value NECV warrants under level 3 category through

a Black Scholes option pricing model and the fair value of the warrants from NECV were $ 860,342 as of July 17, 2020, the purchase date

and $ 430 and $ 327,565 as of December 31, 2023 and 2022, respectively.

The difference of $ 945,769 of fair value of stock and warrants,

total $ 1,067,808 and the purchase price $ 122,039 , was recorded as additional paid in capital as it was a related party transaction.

and Sale of Stock in True Partner Capital Holding Limited

March 12, 2021, the Company purchased 62,122,908 ordinary shares of True Partners Capital Holding Limited for $ 6,729,629 from a related

The fair market value of such stock on the acquisition date was $ 10,003,689 .

The difference between the purchase price and the

fair market value of $ 3,274,060 was recorded as an equity transaction on Company’s consolidated statement of stockholders’

equity at December 31, 2021.

Pursuant to a Stock Purchase Agreement from February 2022, the Company sold 62,122,908 shares of True Partner

(through the transfer of subsidiary and otherwise), for a purchase price of 17,570,948 shares of common stock of DSS.

shareholders approved the Stock Purchase Agreement on May 17, 2022 (which is deemed to be the effective date of this transaction).

transaction loss of $ 446,104 , which is the difference between the fair value of True Partner stock and fair value of DSS stock at the

agreement’s effective date, was recorded as other expense in the Company’s Statement of Operations.

of $ 0.0001 per share, from APW, for an aggregated purchase price of $ 122,039 .

We value APW warrants under level 3 category through a

Black Scholes option pricing model and the fair value of the warrants from APW were $ 860,342 as of July 17, 2020, the purchase date and

$ 973 and $ 430 as of December 31, 2024 and 2023, respectively.

The difference of $ 945,769 of fair value of stock and warrants, total $ 1,067,808

and the purchase price $ 122,039 , was recorded as additional paid in capital as it was a related party transaction.

Reorganization

22 unchanged sentences

Shares Dividend Received from DSS

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

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

As a result of this distribution,

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

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

The Company and its majority-owned

subsidiaries now collectively own 125,624,528 shares of SHRG, representing 33.4 % of the issued and outstanding shares of SHRG Common

Stock (such number of SHRG shares held and ownership percentage do not include any shares held by affiliates of the Company which we

do not hold a majority interest in).

Additionally, our founder, Chairman and Chief Executive Officer, Chan Heng Fai, directly and indirectly

is the owner of an additional 37,947,756 shares of SHRG and is a beneficial owner of approximately 43.5 % of SHRG shares (including those

May 4, 2023, DSS distributed approximately 280 million shares SHRG beneficially held by DSS and its subsidiaries in the form of a dividend

to the shareholders of DSS common stock.

As a result of this distribution, the Company directly received 70,426,832 shares of SHRG, and

through its majority-owned subsidiary Alset International Limited, and certain subsidiaries of Alset International Limited, indirectly

received additional 55,197,696 shares of SHRG.

On September 12, 2024, SHRG completed 1 for 1,400 reverse stock split .

The Company and

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

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

which we do not hold a majority interest in).

Additionally, our founder, Chairman and Chief Executive Officer, Chan Heng Fai, directly

and indirectly is the owner of additional shares of SHRG and is a beneficial owner of significant number of SHRG shares (including those

shares owned by Alset Inc.

and its majority-owned subsidiaries).

Purchase Agreement with DSS

December 10, 2024, the Company entered into a stock purchase agreement with DSS, pursuant to which the Company agreed to purchase 820,597

newly issued shares of DSS’s common stock for a total purchase price of $ 800,000 (representing a price of $ 0.9749 per share of

DSS common stock).

Company and its various subsidiaries are collectively the largest shareholder of DSS.

The Company’s Chairman, Chief Executive

Officer and majority stockholder, Chan Heng Fai, is also the Executive Chairman of DSS and a significant stockholder of

Consolidation

of Alset Capital Acquisition Corp.

of HWH International Inc.

Alset Capital Acquisition Corp.)

May 1, 2023, Alset Capital Acquisition Corp.

(“Alset Capital”) held a Special Meeting of Stockholders.

In connection with

the Special Meeting and certain amendments to Alset Capital’s Amended and Restated Certificate of Incorporation, 6,648,964 shares

of Alset Capital’s Class A Common Stock were rendered for redemption.

Following the redemption, 2,449,786 shares of Class A Common

Stock of Alset Capital remained issued and outstanding, including 473,750 shares held by the Company.

The Company also owns 2,156,250

shares of Alset Capital’s Class B Common Stock.

Following the redemptions, Company’s ownership in Alset Capital has increased

from 23.4 % of the total shares of common stock to 58.0 % of the total number of outstanding shares of the two classes.

The Company recognized

$ 21,657,036 loss on the consolidation of Alset Capital.

The loss is included in Company’s Consolidated Statement of Operations

for the year ended December 31, 2023.

of Hapi Travel Ltd.

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

an online travel business started in Hong Kong and under common control of the Company.

The accompanying consolidated financial statements

include the operations of the acquired entity from its acquisition date.

(now known as HWH International Inc.) (“Alset Capital”) held a Special Meeting

of Stockholders.

In connection with the Special Meeting and certain amendments to Alset Capital’s Amended and Restated Certificate

of Incorporation, 6,648,964 shares of Alset Capital’s Class A Common Stock were rendered for redemption.

Following the redemption,

2,449,786 shares of Class A Common Stock of Alset Capital remained issued and outstanding, including 473,750 shares held by the Company.

The Company also owned 2,156,250 shares of Alset Capital’s Class B Common Stock.

Following the redemptions, Company’s ownership

in Alset Capital has increased from 23.4 % of the total shares of common stock to 58.0 % of the total number of outstanding shares of the

The Company recognized $ 21,657,036 loss on the consolidation of Alset Capital.

The loss is included in Company’s Consolidated

Statement of Operations for the year ended December 31, 2023.

of Additional Shares of HWH International Inc.

November 25, 2024, the Company entered into a stock purchase agreement with HWH pursuant to which the Company agreed to purchase 4,411,764

newly issued shares of the HWH’s common stock for a purchase price of $ 0.68 per share.

December 24, 2024, the Company entered into a stock purchase agreement with HWH pursuant to which the Company agreed to purchase 1,300,000

newly issued shares of the HWH’s common stock for a purchase price of $ 0.45 per share.

Combination of Alset Capital Acquisition Corp.

and HWH International Inc.

January 9, 2024, two entities affiliated with Alset Inc.

completed a previously announced transaction.

On September 9, 2022, Alset Capital

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

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

The Company and its 85.7 % owned subsidiary Alset International own Alset Acquisition Sponsor, LLC, the sponsor (the “Sponsor”)

of Alset Capital.

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

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

and Alset Capital changing its name to HWH International Inc.

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

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

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

HWH currently has 32,382,102 shares of common stock issued and outstanding.

Of these shares, a total of 25,213,331 shares of New HWH

common stock are now owned by the Sponsor, Alset International, and the Company directly.

In addition, the Sponsor owns warrants convertible

into up to 236,875 shares of New HWH common stock upon exercise.

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

In the transactions under common control,

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

had been transferred at that date.

The Company controlled both entities before and after the transaction and accordingly, the

transaction had no effect on the Company’s financial statements as the equity was eliminated in consolidation.

and Sale of Hapi Travel Ltd.

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

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

The accompanying consolidated financial statements include the operations

of the acquired entity from its acquisition date.

The acquisition has been accounted for as a business combination.

Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the acquired assets and liabilities

assumed based upon their estimated fair values on the acquisition date.

The recorded amounts for assets acquired and liabilities assumed

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

As a result of

the acquisition of HTL, a deemed dividend of $ 214,174 was generated as a result of the business combination, which represents the purchase

price of $ 214,993 in excess of identifiable equity.

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

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

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

The Consolidated financial statements were not retrospectively adjusted for the acquisition of HTL as of January 1, 2022 for comparative purposes because the historical operations of HTL were deemed to be immaterial to the Company’s consolidated financial statements.

Accordingly, consideration

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

estimated fair values on the acquisition date.

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

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

As a result of the acquisition of HTL, a

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

excess of identifiable equity.

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

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

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

The Consolidated financial statements

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

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

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

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

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

Notes to Value Exchange

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

Credit Agreement (the “Credit Agreement”) with VEII.

The 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 Credit Agreement at 8 %.

The 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

The Loan Amount can be converted into shares of VEII pursuant to the terms of the Credit Agreement for a period of three

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

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

Under the terms of the 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.

31, 2023 the value of the remaining $ 100,000 of convertible note and warrants was $ 101,150 and $ 2,487,854 , respectively.

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

15, 2023, the company loaned VEII $ 1,000,000 .

The Credit Agreement was amended pursuant to an agreement dated December 19, 2023.

the Credit Agreement, as amended, this amount can be converted into VEII’s Common Shares pursuant to the terms of the Credit Agreement

for a period of three years.

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 the company 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 value of this convertible note on December 31, 2023

was $ 1,106,477 .

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

January 27, 2023, Hapi Metaverse and New Electric CV Corporation (together with Hapi Metaverse, 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

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.

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

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

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

respectively.

On December 31, 2023 the fair value of the remaining $ 100,000 of convertible note and warrants was $ 101,150 and $ 2,487,854 ,

respectively.

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

– Investments Measured at Fair Value, Convertible

Note Receivables).

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

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

The 2 nd VEII Credit Agreement was amended pursuant to an

agreement dated December 19, 2023.

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

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

In the event that Hapi Metaverse

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

In the event that Hapi Metaverse

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

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

(“Warrants”).

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

exercise price equal to the Conversion Price.

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

The fair value of this convertible note on December 31, 2024 and 2023 was $ 447,480 and $ 1,106,477 , respectively.

details on fair value valuation refer to Note 11.

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

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

July 15, 2024, the Company entered into a Convertible Credit Agreement (“3 rd VEII Credit Agreement”) with VEII

for an unsecured credit line in the maximum amount of $ 110,000 (“2024 Credit Line”).

Advances of the principal under the

3 rd VEII Credit Agreement accrue simple interest at 8 % per annum.

Each Advance under the 3 rd VEII Credit Agreement

and all accrued interest thereon may, at the election of VEII, or the Company, be:

(1) repaid in cash;

(2) converted into shares of VEII

Common Stock;

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.

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

The fair value of this convertible note on December 31, 2024 was

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

– Investments Measured at Fair Value, Convertible Note

Receivables).

Notes to Sharing Services

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

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

The Company may convert

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

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

SHRG Convertible Note bears a 10 % interest rate and has a scheduled maturity six (6) months from the date of the 1 st SHRG

Convertible Note, or July 17, 2024 .

The terms of the note and maturity date were subsequently extended, following the agreement of both

On November 12, 2024, the Company entered into terms with SHRG to waive all interest previously accrued under the 1 st

SHRG Convertible Note, and supersede the conditions thereof.

The principal $ 250,000 loan was carried forward under a new Convertible

Promissory Note (the “New Convertible Note”), and under the terms of the New Convertible Note, the Company may, at its discretion,

convert a portion or all of the original principal into shares of SHRG’s common stock at a fixed rate of $ 0.10 per share.

Convertible Note bears an 8 % interest rate and has a scheduled maturity of the second (2nd) anniversary of the date thereof, or November

The fair value of this New Convertible Note on December 31, 2024 was $ 468,093 .

(For further details on fair value valuation

refer to Note 12.

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

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

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

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

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

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

At the time of this filing, HWH

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

31, 2024 the fair value of the 2 nd SHRG Convertible Note and warrants was $ 212,865 and $ 13,272 , respectively.

details on fair value valuation refer to Note 11.

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

May 9, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory

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.

Additionally, upon signing the

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

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

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

contemplated by the 3 rd SHRG Convertible Note.

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

Note was $ 230,871 .

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

– Investments Measured at Fair Value, Convertible

Note Receivables.)

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

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.

Additionally, upon signing the 4 th

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

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

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

contemplated by the 4 th SHRG Convertible Note.

On December 31, 2024, the fair value of the 4 th SHRG Convertible

Note was $ 212,865 .

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

– Investments Measured at Fair Value, Convertible

Note Receivables.)

August 13, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible

Promissory Note (the “5 th SHRG Convertible Note”) in the amount of $ 100,000 , convertible into 35,714 shares of

SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 100,000 .

The 5 th SHRG Convertible

Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the 5 th SHRG Convertible Note.

Additionally,

upon signing the 5 th SHRG Convertible Note, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 8,000 in

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

At the time of this filing, HWH has not

converted any of the debt contemplated by the 5 th SHRG Convertible Note.

On December 31, 2024, the fair value of the 5 th

SHRG Convertible Note was $ 88,209 .

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

– Investments Measured

at Fair Value, Convertible Note Receivables.)

to Related Party

February 20, 2024, the Company sent $ 550,000

to Sentinel Brokers Company Inc.

(“Sentinel”).

The initial purpose of the transfer was to invest in shares of this

The transaction did not close as planned and $ 467,107 of the funds were returned, with $ 82,893 written off.

The Company has significant influence

over Sentinel as it holds 10.4 %

of outstanding shares of Sentinel and its CEO holds a director position on Sentinel’s Board of Directors.

Rental for the CEO

Company is renting an apartment in Singapore for its CEO and Chairman, Chan Heng Fai, as part of the compensation for his services.

Company paid $ 20,908 deposit for the apartment and had expenses of $ 91,203 and $ 119,326 in the years ended December 31, 2024 and 2023,

respectively.

The lease expired in September 2024 and the Company did not extend that lease.

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

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and December 31, 2023, the outstanding balance was $ 4,176 and $ 4,153 , respectively.

Equity Partners, LLC, an entity owned by Charles MacKenzie, a Director 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 has been paid certain bonuses,

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

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 is paying $ 25,000 per month for consulting services.

In addition, MacKenzie Equity Partners has been paid

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

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

and (iii) a sum of $50,000 in December 2023 .

Company incurred expenses of $ 400,000

and $ 350,000

in the years ended December 31, 2023 and 2022, respectively, which were capitalized as part of Real Estate on the balance sheet as

the services relate to property and project management.

On December 31, 2023 and 2022, the Company owed this related party $ 27,535

and $ 25,000 ,

respectively.

These amounts are included in Accounts Payable and Accrued Expenses in the accompanying consolidated balance sheets.

Receivable from a Related Party Company

March 2, 2020 and on October 29, 2021, LiquidValue Asset Management Pte.

(“LiquidValue”) received two $ 200,000 Promissory

Notes and on October 29, 2021 Alset International received $ 8,350,000 Promissory Note from AMRE, a company which is 15.8 % owned by LiquidValue

as of December 31, 2022.

Chan Heng Fai and Chan Tung Moe are directors of AMRE.

The notes carry interest rates of 8 % and are payable

in two, three years and 25 months, respectively.

LiquidValue also received warrants to purchase AMRE shares at the exercise price of

$ 5.00 per share.

The amount of the warrants equals to the note principal divided by the exercise price.

If AMRE goes to IPO in the future

and IPO price is less than $10.00 per share, the exercise price shall be adjusted downward to fifty percent (50%) of the IPO price.

March 2022 the Company converted two $ 200,000 loans, together with associated warrants into 167,938 common shares of AMRE, and increased

its ownership in AMRE from 3.4 % to 15.8 %.

On July 12, 2022, pursuant to Assignment and Assumption Agreement from February 25, 2022, as

amended on July 12, 2022, the Company sold the $ 8,350,000 loan, together with accrued interest, to DSS for a purchase price of 21,366,177

shares of DSS’s common stock.

The loss from this transaction of $ 1,089,675 was calculated as the difference between the face value

of promissory note together with accrued interest and the fair value of DSS stock on July 12, 2022, and was recorded under Other Expense

in Statement of Operations.

of December 31, 2022, the Company provided advances for operation of $ 236,699 to HWH World Co., a direct sales company in Thailand of

which the Company holds approximately 19 % ownership.

The subsidiary holding investment in HWH World Co.

was sold during 2023.

the first quarter of 2022, a subsidiary of the Company made a non-interest bearing advance in the amount of $ 476,250 on behalf of Alset

Investment Pte.

Ltd., a company 100 % owned by one of our directors.

Such advance was made in connection with a private placement into

Alset Capital Acquisition Corp.

by its sponsor, Alset Acquisition Sponsor, LLC.

During 2022 Alset Investment repaid all balance due of

June 2022, Alset International Limited, a subsidiary of the Company, entered into a stock purchase agreement with one of our directors

and paid $ 1,746,279 to one of our directors as the consideration for purchase of 7,276,163 common shares of Value Exchange International.

This transaction was terminated under the agreement of both parties thereafter.

On October 17, 2022 the Company purchased 7,276,163 common

shares of Value Exchange International for an aggregate purchase price of $ 1,743,734 .

After the transaction the Company owns approximately

48.7 % of Value Exchange International.

Due to differences in purchase prices the director owes the Company $ 2,545 .

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

Considering ASC 326 and after reviewing the performance

of Ketomei, the Company decided to record 100 % impairment for the convertible note receivable and investment in associate.

June 10, 2021, HCI-T signed a convertible loan agreement with Ketomei, pursuant to which HCI-T has agreed to grant Ketomei a loan of

an aggregate principal amount of $ 75,525 (SG$ 100,000 ).

On March 21, 2022, HCI-T signed a legally binding term sheet with Ketomei, and

HCI-T has agreed to invest in Ketomei $ 258,186 (SG$ 350,000 ) for 28 % interest in Ketomei.

The investment was partially paid by the $ 75,525

(SG$ 100,000 ) loan borrowed to Ketomei and the accrued interest of $ 6,022 (SG$ 6,433 ).

The balance of $ 183,311 (SG$ 243,567 ) was paid in

July 28, 2022 HCI-T entered into binding term sheet with Ketomei and Tong Leok Siong Constant, pursuant to which HCI-T lent Ketomei $ 43,254

(SG$ 60,000 ).

This loan had a 0 % interest rate for the first 60 days and an interest rate of 8 % per annum afterwards.

August 4, 2022, the same parties entered into another binding term sheet (the “Second Term Sheet”) pursuant to which HCI-T

agreed to lend Ketomei up to $ 260,600 (SG$ 360,000 ) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months,

the interest on such loan will be 8 %.

As of August 31, 2023, the $ 263,766 (SG$ 360,000 ) loan was paid by the $ 214,903 (SG$ 293,310 ) loan

borrowed to Ketomei and $ 48,862 (SG$ 66,690 ) was paid for the expenses on behalf of Ketomei.

In addition, pursuant to the Second Term

Sheet, the July 28, 2022, loan was modified to include conversion rights.

The Parties agree that the conversion rate will be at approximately

$ 0.022 per share.

August 31, 2023, the same parties entered into another binding term sheet pursuant to which HCI-T agreed to lend Ketomei up to $ 36,634

(SG$ 50,000 ) pursuant to a convertible loan, with a term of 12 months.

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

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

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

Estate on the balance sheet as the services relate to property and project management.

On December 31, 2024 and 2023, the Company owed

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

These amounts are included in Accounts Payable in the accompanying condensed consolidated

balance sheets.

Global Consulting Inc., an entity owned by Anthony Chan, the former Chief Operating Officer of the Company, had a consulting agreement

with the Company dated April 8, 2021, as amended on May 6, 2022.

As of June 13, 2024, the Company terminated the consulting agreement

with CA Global Consulting Inc., and the Company ceased paying consulting fees in the amount of $ 15,000 per month.

The Company incurred

expenses of $ 77,500 and $ 120,000 in the years ended December 31, 2024 and 2023, respectively.

Receivable from a Related Party

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

Considering ASC 326

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

equity method investment in 2023.

August 31, 2023, Hapi Café Inc.

and Ketomei Pte.

entered into a binding term sheet pursuant to which HCI agreed to lend Ketomei

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

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

As of October 31, 2023, the $ 37,876 (SG$ 50,000 ) loan was paid to Ketomei.

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

(SG$ 50,000 ) pursuant to a non- convertible loan, with a term of 12 months.

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

As of December 31, 2023, the $ 6,766 (SG$ 8,932 ) loan was paid to Ketomei.

HCI-T will pay the balance of $ 31,110 (SG$ 41,068 ) to

Ketomei in the future.

amount due from Ketomei at December 31, 2023 and 2022 are $ 0 and $ 198,125 respectively.

October 13, 2021 BMI Capital Partners International Limited (“BMI”) entered into 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 matures on January 12, 2023 , with automatic three-month extensions.

The purpose of the loan is to purchase a portfolio of trading

securities by LVAM.

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

As of December 31, 2023 and 2022 LVAML owes the Company $ 534,671 and $ 3,042,811 , respectively.

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

(“VEII”), pursuant to which AIL agreed to lend $ 500,000 to VEII.

The loan carries simple annual interest rate of 8 % and matures

on March 28, 2024 .

As of December 31, 2023 the Company accrued $ 10,000 interest and VEII owed AIL $ 510,000 .

Company continually evaluates potential acquisitions that align with the Company’s plans, namely, starting the F&B

business in Asia.

Starting an F&B business in Hong Kong, China, and Taiwan can be an excellent opportunity due to the large

consumer market, diverse food culture, high demand for international cuisine, favorable business environment, skilled labor force,

and opportunities for growth.

On October 4, 2022, The Company has completed its first F&B business acquisition of MOC HK Limited

(“MOC”), a F&B business started in Hong Kong.

The accompanying consolidated financial statements include the

operations of the acquired entity from its acquisition date.

The acquisition has been accounted for as a business combination.

Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the acquired assets and

liabilities assumed based upon their estimated acquisition date fair values.

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

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

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

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

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

amount due from Ketomei at December 31, 2023 was $ 0 .

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

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

loan to impairment of goodwill.

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

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

October 13, 2021, the Company’s indirect subsidiary, 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 December 31, 2024 and 2023 LVAML owes the Company $ 463,995 and $ 534,671 ,

respectively.

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

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

The loan carries simple annual interest rate of 8 %.

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

to Alset International.

On November 6, 2024, the Company signed a loan agreement with 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.

On December 18, 2024, the Company sold Hapi Travel Pte.

to HTHPL for a consideration of $ 834 .

As of December 31, 2024, HTHPL owed the Company a total of $ 139,370 , which

is recorded in other receivables in the financial statements.

October 4, 2022, the Company completed its F&B business acquisition of MOC, an F&B business started in Hong Kong.

The acquisition

has been accounted for as a business combination.

Accordingly, consideration paid by the Company to complete the acquisition was initially

allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values.

a result of the acquisition of MOC, goodwill of $ 60,343 generated in a business combination represents the purchase price of $ 70,523

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Instead, they are reviewed periodically for impairment.

Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment

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.

The Company’s evaluation of goodwill completed during the year resulted

in no impairment losses.

September 16, 2024, the Company temporarily ceased the café business of MOC after the café’s lease expired and MOC

declined to enter into a new lease with the landlord.

The Company is searching for a better location to restart the business in the future.

As a result, the goodwill of $ 60,343 was fully impaired on December 31, 2024.

April 18, 2024, the Company completed its F&B business acquisition of HCTW, an F&B business started in Taiwan.

The accompanying

consolidated financial statements include the operations of the acquired entity from its acquisition date.

The acquisition has been accounted

for as a business combination.

Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the

acquired assets and liabilities assumed based upon their estimated acquisition date fair values.

of the date of acquisition, HCTW had a total of $ 429,962 due to a related party, Alset Business Development Pte.

Ltd, (“ABDPL”)

a fellow subsidiary of Alset Inc., our ultimate parent company.

HCTW borrowed the money from ABDPL since 2022 for its business start-up

and daily operations.

As a result of the acquisition of HCTW, the Company assumed HCTW’s amount due to ABDPL.

a result of the acquisition of HCTW, goodwill of $ 353,616 generated in a business combination represents the purchase price of $ 3,300

in excess of identifiable tangible and intangible assets.

Goodwill and intangible assets that have an indefinite useful life are not

Instead, they are reviewed periodically for impairment.

The Company impaired the goodwill of $ 353,616 as a loss in June of

2024 due to the poor financial situation of HCTW.

table below reflects the Company’s estimates of the acquisition date fair value of the assets acquired and liabilities assumed

for the 2024 acquisition:

OF ESTIMATES OF ACQUISITION FAIR VALUE

Acquisition Date

October 4, 2022

SCHEDULE OF ESTIMATES OF ACQUISITION FAIR VALUE

Purchase Price

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Current liabilities

Due to related party

Operating lease liability

Accrued taxes

Total liabilities assumed

$ ( 843,792 )

Net assets acquired

$ ( 350,316 )

Total purchase consideration

Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if the management believes indicators of impairment

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.

following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023.

Balance at beginning of the year

Balance as of end of the year

SCHEDULE OF GOODWILL

Balance at beginning of the period

acquisition of HCTW

impairment loss of goodwill of HCTW

impairment loss of goodwill of MOC

Foreign currency exchange adjustment

Balance as of end of the period

June 14, 2021, the Company filed an amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation,

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following table summarizes the warrant activity for the year ended December 31, 2024.

OF WARRANT ACTIVITY

SCHEDULE OF WARRANT ACTIVITY

Exercise Price

5 unchanged sentences

Warrants Vested and exercisable at December 31, 2024

of Ownership of Alset International

the year ended December 31, 2023 and 2022 the Company purchased 575,000 and 6,670,200 shares of Alset International from the market,

respectively.

January 17, 2022 the Company entered into a securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to

purchase from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price of 29,468,977 newly issued shares

of the Company’s common stock.

On February 28, 2022, the Company and Chan Heng Fai entered into an amendment to this securities

purchase agreement pursuant to which the Company shall purchase these 293,428,200 ordinary shares of Alset International for a purchase

price of 35,319,290 newly issued shares of the Company’s common stock.

The closing of this transaction with Chan Heng Fai was subject

to approval of the Nasdaq and the Company’s stockholders.

These 293,428,200 ordinary shares of Alset International represent approximately

8.4 % of the 3,492,713,362 total issued and outstanding shares of Alset International.

The Company had a Special Meeting of Stockholders

to vote on the approval of this transaction on June 6, 2022.

to these transactions the Company’s ownership of Alset International changed from 76.8 % as of December 31, 2021 to 85.5 % as of

December 31, 2023.

Note Converted into Shares

December 13, 2021 the Company entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible

promissory note in favor of Chan Heng Fai, in the principal amount of $ 6,250,000 .

The note bears interest of 3 % per annum and was due

on the earlier of December 31, 2024 or when declared due and payable by Chan Heng Fai.

The note could be converted in part or whole into

common shares of the Company at the conversion price of $ 12.50 or into cash.

The loan closed on January 26, 2022 after all closing conditions

Chan Heng Fai opted to convert all of the amount of such note into 500,000 shares of the Company’s common stock, which

shares were issued on January 27, 2022.

Statement on Form S-3

April 11, 2022 the Company filed a Registration Statement on Form S-3 using a “shelf” registration or continuous offering

Under this shelf registration process, the Company may, from time to time, sell any combination of the securities (common stock,

preferred stock, warrants, rights, units) described in the filed prospectus in one or more offerings up to a total aggregate offering

price of $ 75,000,000 .

A Common Stock of Alset Capital Acquisition Corp.

A Common Stock of HWH International Inc.

Subject to Possible Redemption

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Accordingly, at December

31, 2023, the Class A common stock of Alset Capital Acquisition Corp.

subject to possible redemption in the amount of $ 20,457,011 , are

presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

31, 2023, the Class A common stock of HWH International Inc.

subject to possible redemption in the amount of $ 20,457,011 , are presented

as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

On December 31, 2024, following

redemptions and closing of Business Combination, the temporary equity is $ 0 .

May 1, 2023, after the redemptions (for further details on this transaction refer to Note 7.

– Related Party Transactions, Consolidation

of Alset Capital Acquisition Corp.), the Company consolidated Alset Capital.

of HWH International Inc.), the Company consolidated HWH International Inc.

of HWH Shares to EF Hutton

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 EF Hutton, 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

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.

ACCUMULATED OTHER COMPREHENSIVE INCOME

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Balance at January 1, 2024

Other Comprehensive (Loss) Income

$ ( 119,566 )

Other Comprehensive Loss

( 3,841,305 )

( 4,459,581 )

Balance at December 31, 2024

$ ( 3,960,871 )

$ ( 849,862 )

Unrealized Gains and Losses on Security Investment

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Balance at January 1, 2023

Balance Beginning

Other Comprehensive (Loss) Income

Balance at December 31, 2023

$ ( 119,566 )

Balance at Ending

$ ( 119,566 )

Other Comprehensive Income

Balance at December 31, 2022

Company generally rents its SFRs under lease agreements with a term of one year.

1 unchanged sentence

on our properties at December 31, 2024 in each calendar year through the end of their terms are as follows:

OF FUTURE MINIMUM RENTAL PAYMENTS

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

Total Future Receipts

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Fair Value Measurement Using

Amount at Fair Value

December 31, 2024

1 unchanged sentence

Investment Securities- Trading

Warrants - NECV

Convertible Note Receivable

Warrants - APW

Warrants - VEII

Warrants - SHRG

Convertible Loan Receivable - VEII

Convertible Loan Receivable - SHRG

Total Investment in Securities at Fair Value

Fair Value Measurement Using

Amount at Fair Value

December 31, 2023

2 unchanged sentences

Convertible Note Receivable

Warrants - NECV

Warrants - AMRE

Warrants - APW

Warrants - VEII

Convertible Loan Receivable - VEII

Total Investment in Securities at Fair Value

loss on investment securities for the year ended December 31, 2023 and 2022 was $ 11,375,747 and $ 7,308,580 , respectively.

loss on securities investment was $ 2,899,286 and $ 31,350,358 in the years ended December 31, 2023 and 2022, respectively.

were recorded directly to net loss.

The change in fair value of the convertible note receivable in the years ended December 31, 2023

and 2022 was $ 0 and $ 40,201 gain, respectively, and was recorded in consolidated statements of stockholders’ equity.

gain on investment securities for the year ended December 31, 2024 was $ 461,247 and realized loss on investment in securities for the

year ended December 31, 2023 was $ 11,375,747 .

Unrealized loss on securities investment was $ 942,213 and $ 2,899,286 in the years ended

December 31, 2024 and 2023, respectively.

These losses were recorded directly to net loss.

The change in fair value of the convertible

note receivable in the years ended December 31, 2024 and 2023 was $ 287,812 and $ 0 gain, respectively, and was recorded in consolidated

statements of stockholders’ equity.

trading stocks, we use Bloomberg Market stock prices as the share prices to calculate fair value.

17 unchanged sentences

Investment in Securities at Fair Value

Impact BioMedical (Related Party)

Investment in Securities at Fair Value

Trading Stock

Investment in Securities at Fair Value

Level 2 Equity Securities

Total Level 2 Equity Securities

Investment in Securities at Cost

Equity Securities

Ideal Food and Beverages

Investment in Securities at Cost

HapiTravel Holding

Investment in Securities at Cost

Total Equity Securities

DSS (Related Party)*

Investment in Securities at Fair Value

AMBS (Related Party)

Trading Stock

Investment in Securities at Fair Value

Holista (Related Party)

Total Level 1 Equity Securities

Investment in Securities at Fair Value

1 unchanged sentence

Investment in Securities at Fair Value

Value Exchange (related Party)

Investment in Securities at Fair Value

Sharing Services (Related Party)**

Investment in Securities at Fair Value

Trading Stock

Investment in Securities at Fair Value

Level 1 Equity Securities

Investment in Securities at Cost

HWH World Co.

Total Level 2 Equity Securities

Investment in Securities at Cost

Equity Securities

Total Equity Securities

* On January 4, 2024

effected a reverse stock split of 1 for 20 .

** On September 13,

2024 Sharing Services effected a reverse stock split of 1 for 1,400 .

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.

table below provides a summary of the changes in fair value which are recorded through other 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

table below provides a summary of the changes in fair value which are recorded through other 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 years ended December 31, 2024 and 2023:

3 unchanged sentences

Balance at December 31, 2024

Services Convertible Note

fair value of the Sharing Services Convertible Note under level 3 category was calculated using a Black-Scholes valuation model.

assumed dividend yield rate of 0.00 % in Sharing Services.

The volatility was based on the historical volatility of the Sharing Services’

common stock.

Risk-free interest rates were obtained from U.S.

Treasury rates for the applicable periods.

Sharing Services Convertible Note was redeemed in July 2022.

Com Convertible Bond

February 26, 2021, the Company invested approximately $ 88,599 in the convertible bond of Vector Com Co., Ltd (“Vector Com”),

February 26, 2021, the Company invested approximately $ 88,599 in the convertible note of Vector Com Co., Ltd (“Vector Com”),

a private company in South Korea.

The interest rate is 2 % per annum and maturity is two years .

The conversion price is approximately

$ 21.26 , per common share of Vector Com.

As of December 31, 2022 and 2023, the Management estimated the fair value of the note to be $ 88,599 and $ 77,307 ,

respectively.

March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of AMRE, a related party private company, in conjunction

with the Company lending two $ 200,000 promissory notes.

For further details on this transaction, refer to Note 8 - Related Party Transactions,

Note Receivable from a Related Party Company .

As of December 31, 2023 and 2022, AMRE was a private company.

Based the management’s

analysis, the fair value of the warrants was $ 0 as of December 31, 2021.

All warrants were converted into common shares in March 2022.

The interest rate is 2 % per annum.

The conversion price is approximately $ 21.26 per common

share of Vector Com.

As of December 31, 2023, the Management estimated the fair value of the note to be $ 77,307 .

The Company wrote off

this loan at March 31, 2024.

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 NECV, 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 NECV for the total consideration of $ 232,000 , leaving the balance of outstanding warrants

of 988,390,000 at December 31, 2021.

of $ 0.0001 per share, from APW, 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 APW for the total consideration of $ 232,000 , leaving the balance of outstanding warrants of 988,390,000

at December 31, 2021.

The Company did not exercise any warrants during years ended December 31, 2023 and 2024.

NECV warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from NECV was $ 430

as of December 31, 2023 and $ 327,565 as of December 31, 2022.

fair value of the NECV warrants under level 3 category as of December 31, 2023 and 2022 was calculated using a Black-Scholes valuation

We value APW warrants

under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from APW was $ 973 as of December

31, 2024 and $ 430 as of December 31, 2023.

fair value of the APW warrants under level 3 category as of December 31, 2024 and 2023 was calculated using a Black-Scholes valuation

model valued with the following weighted average assumptions:

9 unchanged sentences

For further details on this

transaction, refer to Note 8 - Related Party Transactions, Note Receivable from a Related Party Company .

As of December 31, 2023,

the fair value of the warrants was $ 2,487,854 .

The Company did not exercise any warrants during the year ended December 31, 2023.

Company values VEII warrants under level 3 category through a Black Scholes option pricing model.

fair value of the VEII warrants under level 3 category as of September 6, 2023, and December 31, 2023 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

transaction, refer to Note 7 - Related Party Transactions, Note Receivable from a Related Party .

As of December 31, 2024 and 2023,

the fair value of the warrants was $ 1,299,973 and $ 2,487,854 , respectively.

The Company did not exercise any warrants during the years

ended December 31, 2024 and 2023.

The Company values VEII warrants under level 3 category through a Black Scholes option pricing model.

fair value of the VEII warrants under level 3 category as of December 31, 2024 and 2023 was calculated using a Black-Scholes valuation

model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

December 31, 2024

September 6, 2023

December 31, 2023

Exercise Price

3 unchanged sentences

Year to Maturity

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 December 31, 2024, the fair value of the warrants was $ 53,659 .

fair value of the SHRG warrants under level 2 category as of December 31, 2024, was calculated using binomial option pricing model valued

with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

December 31, 2024

Exercise Price

Risk-free Interest Rate

Annualized volatility

Dividend Yield

Year to Maturity

Loan Receivables

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

following table presents summarized unaudited financial information for our investments that we elected the fair value option that would

otherwise be accounted for under the equity method of accounting.

SCHEDULE OF FAIRVALUE OF FINANCIAL INVESTMENTS

SCHEDULE OF SUMMARIZED UNAUDITED FINANCIAL INFORMATION OF EQUITY METHOD INVESTMENTS

Summarized Financial Information

Net Income (Loss)

December 31, 2024

3 unchanged sentences

$ ( 2,869,424 )

December 31, 2023

$ ( 594,000 )

$ ( 2,376,748 )

December 31, 2022

$ 153,192,000

1 unchanged sentence

$ ( 6,734,911 )

$ ( 6,364,992 )

derived from Financial Statement as of September 30, 2024, which was the latest available date source we could reach.

Income (Loss) was estimated by adding one-third of 9-month Net Loss.

Loss was estimated by adding one-third of 9-month Net Loss.

derived from Financial Statement as of September 30, 2024, which was the latest available date source we could reach.

Loss was estimated by doubling the 6-month Net Loss.

derived from Financial Statement for the nine months ended December 31, 2023.

12-month Net Loss was estimated by adding one-third

of 9-month Net Loss.

components of income tax expense and the effective tax rates for the years ended December 31, 2024 and 2023 are as follows:

27 unchanged sentences

Accrued Expense

Accrued Other Income

Partnership Gain

9 unchanged sentences

Accumulated Depreciation and Amortization

Capitalized Costs

( 2,185,216 )

Total Deferred Tax Assets:

7 unchanged sentences

of December 31, 2024, the Company has Federal and State net operating loss carry-forwards of approximately $ 14.79

million, which will begin to expire in 2031.

The Maryland net operating loss carry-forward of approximately $ 3.01 million will begin

to expire in 2031.

The full utilization of the deferred tax assets in the future is dependent upon the Company’s ability to

generate taxable income.

million and $ 5.12 million, respectively.

The full utilization of the deferred tax assets in the future is dependent upon

the Company’s ability to generate taxable income.

Accordingly, a valuation allowance of an equal amount has been established.

During the year ended December

31, 2023, the valuation allowance increased by $ 5,721,455 .

of December 31, 2023, total tax payable is $ 1,390 ,

including federal income tax payable of $ 33,613 ,

and Maryland state income tax receivable of $ 32,223 .

As of December 31, 2022, total tax receivable is $ 143,574 ,

including federal income tax receivable $ 111,351 ,

and Maryland state income tax receivable $ 32,223 .

Net operating loss carryforwards may be limited upon the ownership change

under IRS Section 382.

IRS Section 382 places limitations (the “Section 382 Limitation”) on the amount of taxable income which

can be offset by net operating loss carry-forwards after a change in control (generally greater than 50% change in ownership) of a loss

Generally, after a change in control, a loss corporation cannot deduct operating loss carry-forwards in excess of the Section

382 Limitation.

Due to these “change in ownership” provisions, utilization of the net operating loss may be subject to an

annual limitation regarding their utilization against taxable income in future periods.

The Company has not concluded its analysis of

Section 382 through December 31, 2023 but believes the provisions will not limit the availability of losses to offset future income.

the year ended December 31, 2024, the valuation allowance decreased by $ 2,164,103 .

of December 31, 2024, total tax payable is $ 115,335 , including federal income tax payable

of $ 147,558 , and Maryland state income tax receivable of $ 32,223 .

As of December 31, 2023, total tax payable is $ 1,390 , including federal income tax payable of $ 33,613 , and Maryland state income tax

receivable of $ 32,223 .

are subject to U.S.

6 unchanged sentences

taxes – Other Countries

December 31, 2023 and 2022, foreign subsidiaries have tax losses of approximately $ 0.9 million and $ 4.27 million, respectively, which

are available for offset against future taxable profits, subject to the agreement of the tax authorities and compliance with the relevant

The deferred tax assets arising from these tax losses have not been recognized because it is not probable that future taxable

profits will be available to use these tax assets.

The following charts show the details in different regions as of December 31, 2022

December 31, 2024 and 2023, foreign subsidiaries have tax losses of approximately $ 1.4

million and $ 0.9 million, respectively, which are available for offset against future taxable profits, subject to the agreement of the

tax authorities and compliance with the relevant provisions.

The deferred tax assets arising from these tax losses have not been recognized

because it is not probable that future taxable profits will be available to use these tax assets.

The following charts show the details

in different regions as of December 31, 2024 and 2023.

of December 31, 2024:

SCHEDULE OF OTHER COUNTRY INCOME TAXES

Cumulative loss & other deferred tax assets before tax

PRC Companies

MYS Companies

Cumulative loss and other deferred tax assets before tax

$ ( 3,507,971 )

$ ( 2,227,364 )

$ ( 1,257,412 )

$ ( 446,024 )

$ ( 208,516 )

$ 7,651,234 )

Effective tax rates

Tax at the domestic tax rates applicable to profits in the countries where the Company

Tax at the domestic tax rates applicable to profits in the countries where the Company operates

$ ( 596,355 )

$ ( 367,515 )

$ ( 314,353 )

$ ( 111,506 )

$ ( 1,442,529 )

Deferred tax assets not recognized

1 unchanged sentence

of December 31, 2023:

Cumulative loss & other deferred tax assets before tax

Cumulative loss and other deferred tax assets before tax

$ ( 5,016,561 )

1 unchanged sentence

Effective tax rates

Tax at the domestic tax rates applicable to profits in the countries where the Company

Tax at the domestic tax rates applicable to profits in the countries where the Company operates

$ ( 852,815 )

3 unchanged sentences

COMMITMENTS AND CONTINGENCIES

Company leases offices in Maryland, Singapore, Texas, Hong Kong, South Korea and China through leased spaces aggregating approximately

30,000 square feet, under leases expiring on various dates from March 2024 to February 2027.

Company leases offices in Maryland, Singapore, Hong Kong, South Korea and China through leased spaces aggregating approximately 20,337

square feet, under leases expiring on various dates from July 2025 to April 2029.

The leases have rental rates ranging from $ 2,267

$ 283 to $ 23,020 per month.

Our total rent expense under these office leases was $ 1,087,585 and $ 685,724 in 2023 and 2022, respectively.

Total cash paid for operating leases was $ 1,136,713 and $ 829,540 for the years ended December 31, 2023 and 2022, respectively.

The following

table outlines the details of lease terms:

Our total rent expense under these office leases was $ 1,192,776

and $ 1,087,585 in 2024 and

2023, respectively.

The total cash paid for the leases was $ 1,202,866

and $ 1,076,326 for

the years ended December 31, 2024 and 2023.

The following table outlines the details of lease terms:

SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL

Term as of December 31, 2024

June 2023 to May 2026

2023 to May 2026

2024 to September 2027

– Four Seasons Park

2022 to July 2024

2024 to June 2026

2022 to July 2024

Kong - Office

2022 to October 2024

Kong - Warehouse

2022 to October 2024

2022 to September 2024

Kong – Hapi Travel

2023 to August 2025

Korea - Hapi Café

5 unchanged sentences

2023 to March 2027

2023 to November 2024

2024 to April 2029

2024 to October 2027

2024 to August 2026

Company adopted ASU No.

2 unchanged sentences

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.

lease right-of-use assets and operating lease liabilities for lease agreements with terms of 12 months or less.

Operating lease

3 unchanged sentences

payments based on information available at lease commencement.

Our incremental borrowings rates are at a range from 0.35% to 3.9%

per annum in 2023 and 2022, which were used as the discount rates .

At December 31, 2023 the weighted average remaining lease

term is 1.95 years and weighted average discount rate is 3.71 % .

The balances of operating lease right-of-use assets and operating lease liabilities as of December 31, 2023

were $ 1,467,372

incremental borrowings rates are at a range from 2.59% to 7.22% per annum in 2024 and 2023, which were used as the discount

At December 31, 2024 the weighted average remaining lease term is 2.22

years and weighted average discount rate is 3.70 %.

The balances of operating lease right-of-use assets and operating lease liabilities as of December 31, 2024 were $ 1,468,913

and $ 1,525,169 .

11 unchanged sentences

Sales Agreement

November 23, 2015, SeD Maryland Development LLC completed the $ 15,700,000 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 a $ 15,000,000 assignable

real estate sales contract with NVR, by which RBG Family, LLC would facilitate the sale of the 197 acres of Ballenger Run to NVR.

December 10, 2014, NVR assigned this contract to SeD Maryland through execution of an assignment and assumption agreement and entered

into a series of lot purchase agreements by which NVR would purchase 443 subdivided residential lots from SeD Maryland.

On December 31,

2018, SeD Maryland entered into the Third Amendment to the Lot Purchase Agreement for Ballenger Run with NVR.

Pursuant to the Third Amendment,

SeD Maryland converted the 5.9 acre CCRC parcel to 36 lots (the 28 feet wide villa lot) and sell to NVR.

SeD Maryland pursued the required

zoning approval to change the number of such lots from 85 to 121, which was approved in July 2019.

Subsequently, SeD Maryland Development

signed the Fourth Amendment to the Lot Purchase Agreement, pursuant to which NVR agreed to purchase all of the new 121 lots .

the years ended on December 31, 2023 and 2022, NVR purchased 0 and 3 lots, respectively.

Through December 31, 2023 and 2022, NVR had

purchased a total of 479 and 479 lots, respectively.

arrangements for the sale of buildable lots to NVR require the Company to credit NVR with an amount equal to one year of the FFB assessment.

1 unchanged sentence

as the reduction of revenue.

As of December 31, 2023 and 2022, the accrued balance due to NVR was $ 189,475 .

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

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.

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.

As of December 31, 2024 and 2023, the accrued balance due to NVR was $ 0 and $ 189,475 .

rental-home lease agreements require tenants to provide a one-month security deposits.

5 unchanged sentences

DIRECTORS AND EMPLOYEES’ BENEFITS

Option plans AEI

Company previously reserved 25,000 shares of common stock under the Incentive Compensation Plan for high-quality executives and other

employees, officers, directors, consultants and other persons who provide services to the Company or its related entities.

is meant to enable such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of

interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to expand

their maximum efforts in the creation of shareholder value.

As of December 31, 2023 there have been no options granted.

The reservation

of shares under the Incentive Compensation Plan was cancelled in May of 2021.

International Stock Option plans

8 unchanged sentences

Forfeited, cancelled, expired

( 1,061,333 )

Outstanding as of December 31, 2023

1 unchanged sentence

Forfeited, cancelled, expired

( 1,061,333 )

Outstanding as of December 31, 2024

1 unchanged sentence

SUBSEQUENT EVENTS

March 17, 2023, 150 CCM Black Oak Ltd.

has sold 95 single-family detached residential lots comprising a section of a residential community

in the city of Magnolia, Texas known as the “Lakes at Black Oak” to VPDHL LABO LB LLC, a Delaware limited liability company.

The lots were sold at a fixed per-lot price, and the Seller also received a community enhancement fee for each lot sold.

The aggregate

purchase price and community enhancement fees, minus certain expenses, equaled a combined total of $ 5,033,390.04 .

The sale of the lots

closed on January 4, 2024.

of the Merger of Alset Capital Acquisition Corp.

and HWH International Inc.

January 9, 2024, two entities affiliated with Alset Inc.

completed a previously announced transaction.

On September 9, 2022, Alset Capital

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

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

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

The Company and its 85.5 % owned subsidiary

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

to the Merger Agreement, on January 9, 2024, a business combination between Alset Capital and HWH was effected through the merger of

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

and Alset Capital changing its name to HWH International Inc.

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

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

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

HWH currently has 16,223,301 shares of common stock issued and outstanding.

Of these shares, a total of 13,577,375 shares of New HWH

common stock are now owned by the Sponsor and Alset International Limited together.

In addition, the Sponsor owns warrants convertible

into up to 236,875 shares of New HWH common stock upon exercise.

HWH is in the midst of implementing the new membership model described below (the “New Model”), that operates on a yearly

subscription basis.

New HWH intends to resume membership sales, albeit under the New Model, in approximately 2nd quarter of 2024.

Members get exclusive discounts on HWH Marketplace products, priority invites to product launch events and other parties, and can earn

passive income when a member’s referral signs up for membership or makes an initial purchase through the HWH Marketplace products

through them.

segments include:

Marketplace, which offers certain products manufactured by our affiliate companies, at a discounted price to our members.

is substantially in the development stage, as we have been in discussions regarding the import and export of these products internationally.

The various aspects of the HWH Marketplace will be launched in phases across the various regions, each with their own timeline, depending

on the completion of the establishment of the logistical aspects for implementation (i.e., payment gateway systems, business licenses,

banking set up, import licenses, managerial resources, etc.) This will be an on-going process as we expand our product and service offering

There are, however, certain limited products currently for sale at our Hapi Cafés, including spaghetti, a gig-economy business

book and certain skincare products.

Cafés, which are, and will be, in-person, location-based social experiences, offer members the opportunity to build a

sense of community with like-minded customers who share a potential interest in our products.

The cafes expose our members to and educate

them about the products and services of our affiliates, providing us with the chance to significantly increase our membership base as

well as increase the amounts spent by our members on our affiliates’ products and services.

Each of our cafés is a “Hapi

Café.” We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July

2022, respectively, and plan to open additional Hapi Cafés as we beta test and further improve our business concept.

to grow our memberships as we grow the number of Hapi Cafés around the world.

Currently, Hapi Cafe branded outlets span across

Asia, including Singapore, Republic of China (Taiwan), Hong Kong, the People’s Republic of China, and South Korea, Hapi Cafe is

positioned to be an integral part of HWH’s business model.

As at the date of this filing, the Company is in the midst of closing

the acquisition of 2nd Hapi Café outlet in Seoul, the Republic of Korea.

Travel is in the planning stage as we are working with our affiliates to determine the market-by-market services.

Travel, we plan to offer exclusive access to unpublished rates and discounts on air travel, cruises, car rentals, hotels, and resorts

Hapi Travel offers vacation packages, hotels, cruises, and other travel products exclusively for HWH members.

Wealth Builder is also in the planning stage as we are exploring the options of providing services to our members through financial

educational materials aimed at various types of investing opportunities.

We have been establishing Hapi Cafés as venues and destinations

that help build the credibility and reputation of the Company and its Hapi Wealth Builder business, which we intend to launch in 2024.

of Anthony S.

Chan as Chief Operating Officer

March 10, 2024, Anthony S.

Chan resigned as Chief Operating Officer of Alset Inc., effective immediately, due to personal reasons.

Chan’s resignation is not the result of any disagreement with the Company.

Chan shall remain as a consultant to the Company.

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”).

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.

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 expects to use the net proceeds

from the Offering for working capital and general corporate purposes.

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.

Agreements with SHRG

January 15, 2025, HWH International Inc.

(“HWH”) entered into a Loan Agreement (the “Loan Agreement”) with Sharing

Services Global Corp., an affiliate of the Company (“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 Loan Agreement, January 15, 2026 .

The Loan Agreement bears an 8 % interest rate.

On March 31, 2025, HWH entered into a securities purchase agreement with

Sharing Services Global Corporation (“SHRG”), pursuant to which SHRG issued a convertible promissory note to HWH in the amount

of $ 150,000 , the indebtedness thereunder being convertible into SHRG common stock at $ 0.80 per share at HWH’s option until maturity

of the convertible note three (3) years from the date of the securities purchase agreement.

Further, SHRG granted HWH warrants exercisable

into 937,500 shares of SHRG common stock, the exercise period of the warrants being three (3) years from the date of the securities purchase

agreement at an exercise price of $ 0.85 per share.

Incentive Compensation Plan

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

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

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

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

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

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

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

Exchange International, Inc.

(“VEII”) made a Convertible Promissory Note (the “Note”) in the amount of $ 30,000 ,

dated as of March 28, 2025, to the Company as consideration for a loan in the same amount.

The indebtedness can be converted into shares

of VEII pursuant to the terms of the Note for a period of two years from the date of the Note.

In the event that the Company converts

all or a portion of the indebtedness into shares of VEII Common Stock, the conversion price shall be $ 0.0166 per share.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data