What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-14 · 418 added, 532 removed, 110 unchanged (90% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

This Form 10-Q contains certain

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

For this purpose, any statements

contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements.

Without limiting

the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”,

“estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.

statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety

of factors, many of which are not within our control.

These factors include but are not limited to economic conditions generally and in

the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors,

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking

Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”,

“anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking

These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending

on a variety of factors, many of which are not within our control.

These factors include but are not limited to economic conditions generally

and in the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors,

technological advances and failure to successfully develop business relationships.

Business Overview

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

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

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

We manage a significant

portion of our three principal businesses through our 85.7% owned subsidiary, Alset International, a public company traded

on the Singapore Stock Exchange.

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

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

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

We manage a significant portion of our

three principal businesses through our 85.8% owned subsidiary, Alset International, a public company traded on the Singapore Stock Exchange.

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

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

In our digital

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

networking functions.

Our biohealth segment includes the sale of consumer products.

and Asian subsidiaries), we are actively developing real

estate projects near Houston, Texas in our real estate segment.

In our digital transformation technology segment, we focus on serving

business-to-business (B2B) needs in e-commerce, collaboration and social networking functions.

Our biohealth segment includes the sale

of consumer products.

and Alset International Limited collectively own 73.3% of HWH International Inc.

(described in further detail below).

have certain wholly owned subsidiaries that collectively own 132 single family residential rental properties in Montgomery and Harris

Counties, Texas.

also have minority ownership interests, including a 36.9% equity interest in American Pacific

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

(described in further

detail below).

We also have certain wholly owned subsidiaries that collectively own 132 single family residential rental properties in

Montgomery and Harris Counties, Texas.

also have minority ownership interests, including a 36.9% equity interest in American Pacific Financial, Inc., formerly known as American

Pacific Bancorp Inc.

(“APF”), a 43.6% equity interest in DSS Inc.

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

(“VEII”), a 0.5% equity

interest in New Electric CV Corporation (“NECV”, formerly known as “American Wealth Mining Inc.”) and a

29% equity interest in Sharing Services Global Corporation (“SHRG”).

(“DSS”), an indirect 48.7% equity interest

in Value Exchange International Inc.

(“VEII”), a 0.5% equity interest in American Premium Water Corporation (“APW”,

New Electric CV Corporation, “NECV”), a 29% equity interest in Sharing Services Global Corporation (“SHRG”)

and a 35.3% equity interest in Impact BioMedical Inc.

APF is a financial network holding company.

is a multinational company operating businesses within nine divisions:

product packaging, biotechnology, direct marketing,

commercial lending, securities and investment management, alternative trading, digital transformation, secure living, and

alternative energy.

DSS is listed on the NYSE American (NYSE:

VEII is a provider of information technology services for

businesses, and is traded on the OTCQB (OTCQB:

NECV is a publicly traded consumer products company (OTCPK:

markets and distributes health and wellness products, as well as member-based travel services, using a direct selling business

SHRG is traded on the OTCQB (OTCQB:

acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over time.

emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where our management

can provide value by advising on new markets and expansion.

We have at times provided a range of global capital and management services

to these companies in order to gain access to Asian markets.

DSS is a multinational

company operating businesses with five divisions:

product packaging, biotechnology, direct marketing, commercial lending, and securities

and investment management.

is listed on the NYSE American (NYSE:

Value Exchange International, Inc.

is a provider

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

Sharing Services Global Corporation (OTC

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

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

competencies, and geographic reach.

Impact BioMedical Inc.

is focused on discovery, development, and commercialization of products and

technologies to address unmet needs in human healthcare and wellness for specialty biopharmaceuticals, antivirals, antimicrobials, consumer

healthcare, and wellness products in the United States.

Impact BioMedical Inc.

is listed on NYSE American (NYSE:

generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over

Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where

our management can provide value by advising on new markets and expansion.

We have at times provided a range of global capital and management

services to these companies in order to gain access to Asian markets.

We have historically favored businesses that improve an individual’s

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and our stockholders.

Recent Developments

Consummation of the

Merger of Alset Capital Acquisition Corp.

Additionally,

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.

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

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

and in assessing performance.

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

of the Company as a whole.

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

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

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

business activities.

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

business activities, allocation of resources and management structure.

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

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

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

Information on net income (loss) and operating income

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

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

same basis as disclosed in the Consolidated Statements of Income.

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

Notes to the Financial Statements.

Stock Compensation

On April 15, 2025, the Board of

Directors (the “Board”) of the Company awarded Chairman and Chief Executive Officer Chan Heng Fai 1,000,000 restricted shares

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

The Shares were granted to Mr.

Chan as compensation for services rendered

to the Company pursuant to the Company’s 2025 Incentive Compensation Plan, as adopted on March 17, 2025.

Under the terms and conditions

of the award, the Shares may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of until April 15, 2026.

Shares are not part of Mr.

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

date of the issuance of the Shares, the fair value thereof was $840,000.

Notice from NASDAQ

On May 13, 2025, the Company received

a letter from The Nasdaq Stock Market LLC indicating that the Company’s common stock had closed below the minimum $1.00 per share bid

price requirement for 30 consecutive business days, and that the Company is therefore not in compliance with Nasdaq Listing Rule 5550(a)(2).

The notification has no immediate effect on the listing of the Company’s common stock, and the Company has 180 calendar days to regain

compliance with the minimum bid price requirement.

of the Merger of Alset Capital Acquisition Corp.

and HWH International Inc.

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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 Nevada”) and

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

The Company and

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

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

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

(the “Merger”), and Alset Capital changing its name to HWH International Inc.

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

common stock.

Alset International owned the majority of the outstanding shares of HWH Nevada at the time of the business

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

On September 9, 2022, Alset Capital

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

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

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

The Company and its 85.8% owned

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

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

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

and Alset Capital changing its name to HWH International Inc.

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

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

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

these transactions, HWH International Inc.

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

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

core pillars:

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

HWH International Inc.

seeks to develops new pathways to help

people in their pursuit of Health, Wealth and Happiness.

seeks to develops new pathways

to help people in their pursuit of Health, Wealth and Happiness.

HWH International Inc.

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the Agreements, the debt conversions resulted in the issuance of newly issued shares of HWH’s common stock.

The price at which the

debt conversion was fixed was set at $0.63 per share of HWH common stock.

Cumulatively, the newly issued shares contemplated by the Agreements

represented 6,034,537 new shares of HWH’s common stock.

The price at which

the debt conversion was fixed was set at $0.63 per share of HWH common stock.

Cumulatively, the newly issued shares contemplated by the

Agreements represented 6,034,537 new shares of HWH’s common stock.

September 26, 2024, Alset Inc.

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by collateral specified in a security agreement (the “Security Agreement”), between the Company and Alset International Limited.

Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Chairman and Chief Executive Officer of Alset International

Limited and the Chairman of HWH.

In addition, certain other members of our board are also officers and/or directors of Alset International

Limited and HWH.

closing of the transactions described above is contingent upon the approval of the stockholders of Alset International Limited and the

satisfaction of other closing conditions.

Purchase of Travel Business

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 condensed 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.

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

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 condensed 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 condensed consolidated financial statements.

Sale of Certain Lots

Agreement to Sell 142 Lots and 63 Lots

Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Chairman and Chief Executive Officer of Alset

International Limited and the Chairman of HWH.

In addition, certain other members of our board are also officers and/or directors of

Alset International Limited and HWH.

closing of the transactions described herein was contingent upon the approval of the stockholders of Alset International Limited (which

was approved on November 18, 2024) and the satisfaction of other closing conditions.

The transactions closed on November 20, 2024.

of Certain Lots

to Sell 142 Lots and 63 Lots

November 13, 2023, 150 CCM Black Oak Ltd.

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Pursuant to the terms of one of the aforementioned Agreements,

the Seller has agreed to sell approximately 142 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.” The selling price of these lots is anticipated to equal

approximately $7.4 million.

On July 1, 2024, the Seller closed the sale of 70 of the lots contemplated by the Agreement, generating approximately

$3.8 million.

Pursuant to the other Agreement, the Seller has agreed to sell 63 single-family detached residential lots in the city of

Magnolia, Texas.

the Seller agreed to sell approximately 142 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.” On July 1, 2024, the Seller closed the sale of 70 of the lots

contemplated by the Agreement, generating approximately $3.8 million.

Pursuant to the other Agreement, the Seller agreed to sell 63 single-family

detached residential lots 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.

The selling price of these lots is anticipated to equal approximately $3.3 million.

The closing of

the transactions described above depends on the satisfaction of certain conditions.

The sale of the first 70 lots closed on July 1, 2024

generating approximately $3.8 million.

The sale of the additional 72 lots closed on October 10, 2024 generating approximately $3.9 million.

Issuance of Convertible Loans to Value Exchange

International, Inc.

27, 2023, Hapi Metaverse and New Electric CV Corporation (together with the Company, 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”.

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

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

a Conversion (“Warrants”).

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

price equal to the Conversion Price.

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

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

The Loan Amount can be converted into shares

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

There is no fixed price for the

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

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

Under the terms of the 1 st VEII Credit Agreement, Hapi Metaverse received Warrants to purchase a maximum of 36,723,160 shares

of VEII’s Common Stock at an exercise price of $0.1770 per share.

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

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

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

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

On July 15, 2024, the Company

entered into a Convertible Credit Agreement (“3 rd VEII Credit Agreement”) with VEII for an unsecured credit line

in the maximum amount of $110,000 (“2024 Credit Line”).

Advances of the principal under the 3 rd VEII Credit Agreement

accrue simple interest at 8% per annum.

Each Advance under the 3 rd VEII Credit Agreement and all accrued interest thereon may,

at the election of VEII, or the Company, be:

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.

The selling price of these lots was anticipated to

equal approximately $3.3 million.

The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million.

of the additional 72 lots closed on October 10, 2024 generating approximately $3.9 million.

The sale of 63 lots at Alset Villas closed

on December 16, 2024 generating approximately $3.8 million.

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

The Company intends to enter into contract-build agreements with

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

These elevations and floor plans will be carefully selected

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

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

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

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

of Convertible Loans to Value Exchange International, Inc.

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

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

Advances of the principal under the

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

Each Advance under the 3 rd VEII Credit Agreement

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

(1) repaid in cash;

(2) converted into shares of VEII Common Stock;

or (3) be repaid in a

combination of cash and shares of VEII Common Stock.

The principal amount of each Advance under the 3 rd VEII Credit Agreement

is due and payable on the third (3rd) annual anniversary of the date that the Advance is received by VEII along with any unpaid interest

accrued on the principal (the “Advance Maturity Date”).

Prior to the Advance Maturity Date, unpaid interest accrued on any

Advance shall be paid on the last business day of June and on the last business day of December of each year in which the Advance is outstanding

and not converted into shares of VEII Common Stock.

Company may prepay any Advance under the 3 rd VEII Credit Agreement and

interests accrued thereon prior to Advance Maturity Date without penalty or charge.

At the time of this filing, the Company has not converted

the Loan Amount.

currently owns a total of 21,179,275 shares (representing approximately 48.7%) of VEII.

Chairman and Chief Executive Officer, Chan Heng Fai, and another member of the Board of Directors of Hapi Metaverse, Lum Kan Fai Vincent,

are both members of the Board of Directors of VEII.

(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.

issued a Convertible Promissory Note (the “VEII Convertible Promissory Note”) for $30,000, dated as of March 28, 2025 to

as consideration for a loan in the same amount.

This amount can be converted into shares of VEII pursuant to the terms of

the VEII Convertible Promissory Note for a period of two years.

In the event that Alset Inc.

converts all or a portion of the indebtedness

into shares of VEII Common Stock, the conversion price shall be $0.0166 per share.

The fair value of this convertible note on March 31,

2025 was $28,543.

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

– Investments Measured at Fair Value, Convertible

Note Receivables).

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

Company currently owns a total of 21,179,275 shares (representing approximately 48.7%) of VEII.

founder, Chairman and Chief Executive Officer, Chan Heng Fai, and another 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.

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).

SHRG Shares Dividend

Received from DSS

4, 2023, DSS distributed approximately 280 million shares of 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, and certain subsidiaries of Alset International, indirectly received additional

55,197,696 shares of SHRG.

The Company and its majority-owned subsidiaries now collectively own 89,732 shares of SHRG following a 1-for-1,400

reverse split of SHRG Common Stock on September 12, 2024, representing 29% 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).

Our CEO, Chan Heng Fai, directly and indirectly is the owner of an additional 27,106 shares of SHRG and

is a beneficial owner of approximately 43.5% of the issued and outstanding SHRG shares (including those shares owned by Alset Inc.

its majority-owned subsidiaries).

Issuance of Convertible Loans to Sharing Services

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

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

The Company may convert a portion

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

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

The 1 st SHRG Convertible

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

or July 17, 2024.

of Convertible Loans to Sharing Services Global Corp.

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

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

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.

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

entered into a securities

purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note (the “2 nd

SHRG Convertible Note) in the amount of $250,000, convertible into 148,810 shares of SHRG’s common stock at the option of

HWH, and (ii) certain warrants exercisable into 148,810 shares of SHRG’s common stock at an exercise price of $1.68 per

share, the exercise period of the warrant being five (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.

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

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.

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

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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.

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

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

contemplated by the 3 rd SHRG Convertible Note.

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

7 unchanged sentences

contemplated by the 4 th SHRG Convertible Note.

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

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

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

The 5 th SHRG Convertible Note bears

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

August 13, 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,

3 unchanged sentences

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

Planned Acquisition of New Energy Asia Pacific Inc.

December 13, 2023, the Company entered into a term sheet (the “Term Sheet”), with Chan Heng Fai (the “Seller”),

the Chairman of the Board of Directors, Chief Executive Officer and largest stockholder of the Company.

to the Term Sheet, the Company will purchase from the Seller all of the issued and outstanding shares of New Energy Asia Pacific Inc.

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

NEAPI owns 41.5% of the issued and outstanding shares of New

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

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

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

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

a rate of 3% per annum.

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

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

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

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

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

The closing of this acquisition will

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

focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries.

intends for this to be a strategic move, in line with the Company’s commitment to advancing sustainable and eco-friendly solutions

for the future.

Currently, New Energy has a strong pipeline of demand, with signed collective sales secured via Memorandums of Understanding

totaling up to $42 million in value and continues to garner strong interest from local government departments and market demand.

will seek to significantly increase revenues in the coming months relating to both electric chargers and electric vehicles.

expertise extends across Asia, with established service and training centers in China and Hong Kong, and ongoing development planned in

various parts of the world.

The Seller is a member of the Board of Directors of New Energy.

Sheet was approved by the Audit Committee of the Board of Directors and by the Board of Directors of the Company.

The Company’s

Board of Directors has received a fairness opinion reflecting that the transaction is fair to the Company’s stockholders from a

financial point of view.

The Seller and his son, who is also a member of the Company’s Board of Directors, recused themselves from

all deliberation and voting regarding this acquisition and the Term Sheet.

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

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.

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

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

The 6 th SHRG Convertible Note

is convertible into the Issuer’s common stock at $0.80 per share at HWH’s option until maturity three (3) years from the

date of the securities purchase agreement.

In addition, the Issuer granted HWH warrants exercisable into 937,500 shares of the Issuer’s

common stock.

The warrants may be exercised for three (3) years from the date of the securities purchase agreement at an exercise price

of $0.85 per share.

Acquisition of New Energy Asia Pacific Inc.

December 13, 2023 the Company entered into a term sheet with Chan Heng

Fai (the “Seller”), the Chairman of the Board of Directors, Chief Executive Officer and largest stockholder of the Company.

The Company had agreed to purchase from the Seller all of the issued and outstanding shares of New Energy Asia Pacific Inc.

a corporation incorporated in the State of Nevada, for the consideration of $103,750,000, to be paid in the form of a convertible promissory

note to be issued to the Seller.

NEAPI owns 41.5% of the issued and outstanding shares of New Energy Asia Pacific Limited (“New

Energy”), a Hong Kong corporation.

parties have now mutually agreed to revise this agreement, and on May 8, 2025, the Company and the Seller entered into an Amended

Term Sheet (the “Amended Term Sheet”).

Under the terms of the Amended Term Sheet, the Company agreed to purchase from

the Seller all of the outstanding shares of NEAPI through a stock purchase agreement for a purchase price of $83,000,000 in the form

of a promissory note convertible into newly issued shares of the Company’s common stock (the “Convertible Note”).

The Convertible Note shall have an interest rate of 1% per annum.

the terms of the Convertible Note, the Seller may convert any outstanding principal and interest into shares of the Company’s

common stock at $3.00 per share upon ten (10) days’ notice prior to maturity of the Convertible Note five (5) years from the

date of the Term Sheet, and upon maturity of the Convertible Note any outstanding principal and accrued interest accrued thereunder

will automatically be converted into shares of the Company’s common stock at the conversion rate.

The Company anticipates entering into definitive agreements in the immediate

future reflecting the terms set forth in the Amended Term Sheet.

closing of the transaction contemplated by the Amended Term Sheet will be subject to certain closing conditions, including receiving

consent of the stockholders holding a majority of the Company’s issued and outstanding shares.

Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries.

The Company intends for this to be a strategic move, in line with the Company’s commitment to advancing sustainable and eco-friendly

solutions for the future.

The Seller is a member of the Board of Directors of New Energy and is a stockholder of New Energy.

of DSS Shares

9 unchanged sentences

Chan and Heng Fai Holdings Limited.

The consideration to be paid for the Shares is based on the relevant market closing price of

DSS common stock and the Company’s common stock as of May 3, 2024.

of the transactions described herein was granted by the Board of Directors of the Company (“the Board”) during a meeting of

the Board held on May 6, 2024.

The consideration to be paid for the Shares is based on the relevant market closing price

of DSS common stock and the Company’s common stock as of May 3, 2024.

of the transactions described herein was granted by the Board of Directors of the Company (“the Board”) during a meeting

of the Board held on May 6, 2024.

Chan and Chan Tung Moe, another member of the Board and the son of Mr.

Chan, recused themselves from

discussion and voting on the approval of such transaction and the acquisition of the DSS Shares.

Chan, recused themselves

from discussion and voting on the approval of such transaction and the acquisition of the DSS Shares.

closing of the transactions contemplated by the DSS Securities Purchase Agreement remains subject to the approval of the Company’s

stockholders and no objection from the Nasdaq.

Matters that May or Are Currently Affecting Our

In addition to the matters described

above, the primary challenges and trends that could affect or are affecting our financial results include:

● Our ability to improve

our revenue through cross-selling and revenue-sharing arrangements among our diverse group of companies;

● Our ability to identify

complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed, and profitably integrate

them into our existing operations;

● Our ability to attract

competent and skilled technical and sales personnel for each of our businesses at acceptable compensation levels to manage our overhead;

● Our ability to control

our operating expenses as we expand each of our businesses and product and service offerings;

● The effects of public

health issues such as a major epidemic or pandemic, including the impact of COVID-19 on the economy and our business.

Results of Operations

Summary of Statements of Operations

for the Three and Nine Months Ended September 30, 2024 and 2023

Three- Months Ended

Nine-months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

that May or Are Currently Affecting Our Business

addition to the matters described above, the primary challenges and trends that could affect or are affecting our financial results include:

Our ability to improve our revenue through cross-selling and revenue-sharing arrangements among our diverse group of companies;

Our ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed,

and profitably integrate them into our existing operations;

Our ability to attract competent and skilled technical and sales personnel for each of our businesses at acceptable compensation levels

to manage our overhead;

Our ability to control our operating expenses as we expand each of our businesses and product and service offerings;

The effects of public health issues such as a major epidemic or pandemic, including the impact of COVID-19 on the economy and our business.

of Operations

of Statements of Operations for the Three Months Ended March 31, 2025 and 2024

Operating Expenses

1 unchanged sentence

$ (8,352,720 )

$ (18,213,728 )

$ (20,128,121 )

Other Income (Expenses)

Other Expenses

$ (5,529,826 )

3 unchanged sentences

$ (7,313,792 )

$ (27,162,596 )

The following tables set forth

period-over-period changes in revenue for each of our reporting segments:

Three-months Ended

September 30, 2024

September 30, 2023

Digital Transformation Technology

Total Revenue

Nine-months Ended

September 30, 2024

September 30, 2023

following tables set forth period-over-period changes in revenue for each of our reporting segments:

$ (5,035,189 )

Digital Transformation Technology

Total Revenue

$ (5,017,904 )

Revenue was $4,960,711 and $990,199

for the three months ended September 30, 2024 and 2023, respectively.

Revenue was $12,173,964 and $21,070,983 for the nine months ended

September 30, 2024 and 2023, respectively.

The decrease in property sales from the Lakes at Black Oak Project in the first nine months

of 2024 contributed to lower revenue in this period.

In late 2022 and early 2023, the

Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project.

The sales contemplated by

these contracts were contingent on certain conditions which the parties to such contracts had to meet and were expected to generate approximately

$23 million of funds from operations, not including certain expenses that the Company was required to pay.

The sale of 335 lots closed

in the first six months of 2023 generating approximately $18.1 million revenue.

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

approximately $5.0 million revenue.

On November 13, 2023, the Company

entered into two contracts with builders to sell multiple lots from its Lakes at Black Oak and Alset Villa projects.

The closing of these

transactions depends on the satisfaction of certain conditions.

The sale of the first 70 lots closed on July 1, 2024 generating approximately

$3.8 million.

The sale of the remaining 72 lots closed on October 10, 2024 generating approximately $3.9 million.

The Company plans to continue

its near-term focus on lot sales to regional and national builders.

Funds from such lot sales will substantially improve the Company’s

liquidity, strengthen its financial position and meet is working capital requirements.

Revenue from rental business was

$724,699 and $705,334 in the three months ended September 30, 2024 and 2023, respectively.

Revenue from rental business was $2,150,204

and $2,030,112 in the nine months ended September 30, 2024 and 2023, respectively.

The Company expects that the revenue from this business

will continue to increase as we acquire more rental houses and successfully rent them.

2023, the Company entered into lease agreement for one of its model houses located in Montgomery County, Texas.

The revenue from the lease

was $6,300 and $18,900 in the three and nine months ended September 30, 2024, respectively.

The revenue from the lease was $6,300 and

$10,500 in the three and nine months ended September 30, 2023.

2024, the Company entered into lease agreement for another model house located in Montgomery County, Texas.

The revenue from the lease

was $6,602 and $19,807 in the three and nine months ended September 30, 2024, respectively.

The Company operates its biohealth segment in the South Korean market through one of the subsidiaries of HWH International Inc.,

HWH World Inc (“HWH World”).

was $1,068,303 and $6,086,207 for the three months ended March 31, 2025 and 2024, respectively.

The decrease in revenue is mainly caused

by the fact that the remaining properties in the Lakes at Black Oak and Alset Villas projects were sold in 2024.

late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project.

The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and were

expected to generate approximately $23 million of funds from operations, not including certain expenses that the Company was required

The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue.

The sale of remaining

lots closed on January 4, 2024 generating approximately $5.0 million revenue.

from rental business was $717,805 and $707,592 in the three months ended March 31, 2025 and 2024, respectively.

The Company expects that

the revenue from this business will continue to increase as we acquire more rental houses and successfully rent them.

Company operates its biohealth segment in the South Korean market through one of the subsidiaries of HWH International Inc., HWH World

Inc (“HWH World”).

HWH World operates based on a direct sale model of health supplements.

HWH World recognized $0

and $0 in revenue in the three months ended September 30, 2024 and 2023, respectively.

HWH World recognized $0 and $12,786 in revenue

in the nine months ended September 30, 2024 and 2023, respectively.

revenue from our Digital Transformation Technology segment, in the amount of $0 and $28,094, for the nine months ended September 30,

2024 and 2023, respectively, was for the services rendered to customers.

The Company began generating revenue from a project providing

AI chatbot services to Value Exchange Int’l (Hong Kong) Limited, a related company of the Company and a subsidiary of VEII located

in Hong Kong, on a monthly basis in 2022.

This service was terminated on June 30, 2023.

described as “Other” includes corporate and financial services, food and beverage business, digital transformation technology,

and new venture businesses.

“Other” includes certain costs that are not allocated to the reportable segments, primarily consisting

of unallocated corporate overhead costs, including administrative functions not allocated to the reportable segments from global functional

The financial

services, food and beverage businesses and new venture businesses are small and diversified, and accordingly they are not separately addressed

as one independent category.

In the three months ended September 30, 2024 and 2023, the revenue from other businesses was $421,012 and

$278,545, respectively.

In the nine months ended September 30, 2024 and 2023, the revenue from other businesses was $1,176,260 and $802,741,

respectively, generated by Korean, Singaporean and Chinese café shops and restaurants.

Cost of Revenues and Operating

The following tables sets forth

period-over-period changes in cost of revenues for each of our reporting segments:

Three-months Ended

September 30, 2024

September 30, 2023

Digital Transformation Technology

Total Cost of Revenues

Nine-months Ended

September 30, 2024

September 30, 2023

HWH World recognized $0 and $535

in revenue in the three months ended March 31, 2025 and 2024, respectively.

category described as “Other” includes corporate and financial services, food and beverage business, digital transformation

technology, and new venture businesses.

“Other” includes certain costs that are not allocated to the reportable segments,

primarily consisting of unallocated corporate overhead costs, including administrative functions not allocated to the reportable segments

from global functional expenses.

financial services, food and beverage businesses and new venture businesses are small and diversified, and accordingly they are not separately

addressed as one independent category.

In the three months ended March 31, 2025 and 2024, the revenue from other businesses was $350,498

and $332,678, respectively, generated by Korean, Singaporean and Chinese café shops and restaurants.

of Revenues and Operating Expenses

following tables sets forth period-over-period changes in cost of revenues for each of our reporting segments:

$ (3,930,875 )

Digital Transformation Technology

Total Cost of Revenues

$ (3,880,838 )

Cost of revenues increased from

$581,059 in the three months ended September 30, 2023 to $2,949,824 in the three months ended September 30, 2024.

Cost of revenues decreased

from $13,008,833 in the nine months ended September 30, 2023 to $8,438,149 in the nine months ended September 30, 2024.

The decrease is

a result of the decrease in sales in the Lakes at Black Oak project.

Capitalized construction expenses, finance costs and land costs are

allocated to sales.

We anticipate the total cost of revenues to increase as revenue increases.

The gross margin increased from

$409,140 to $2,010,887 in the three months ended September 30, 2023 and 2024, respectively.

The gross margin decreased from $8,062,150

to $3,735,815 in the nine months ended September 30, 2023 and 2024, respectively.

The decrease of gross margin was caused by the decrease

in sales in the Lakes at Black Oak Project.

The following tables sets forth

period-over-period changes in operating expenses for each of our reporting segments.

Three-months Ended

September 30, 2024

September 30, 2023

Digital Transformation Technology

Total Operating Expenses

Nine-months Ended

September 30, 2024

September 30, 2023

of revenues decreased from $4,658,367 in the three months ended March 31, 2024 to $777,529 in the three months ended March 31, 2025.

The decrease in cost of revenue is caused by the decrease in property sales from the Lakes at Black Oak project in 2025.

The last lots

in Lakes at Black Oak project were sold during 2024.

gross margin decreased to $290,774 from $1,427,840 in the three months ended March 31, 2025 and 2024, respectively.

The decrease of gross

margin was caused by the decrease in sales in the Lakes at Black Oak Project.

following tables sets forth period-over-period changes in operating expenses for each of our reporting segments.

Digital Transformation Technology

Total Operating Expenses

increase of operating expenses in the first nine months of 2024 compared to the same period of 2023 was mostly caused by recording

impairment of goodwill and investment.

Other Income (Expense)

months ended September 30, 2024, the Company had other income of $2,433,020 compared to other

expenses of $14,903,980 in the three months ended September 30, 2023.

In the nine months

ended September 30, 2024, the Company had other expenses of $6,994,516 compared to other

expenses of $28,060,334 in the nine months ended September 30, 2023.

The loss on sale of

securities and loss on consolidation of subsidiary are the primary reason for the volatility in these two periods.

Realized loss on security

investment was $679,204 in the nine months ended September 30, 2024, compared to $11,291,166 loss in the nine months ended September 30,

Loss on consolidation of subsidiary was $0 in the nine months ended September 30, 2024, compared to a loss of $21,657,036 in the

nine months ended September 30, 2023.

In the three months ended September

30, 2024 the Company had net income of $1,469,239 compared to net loss of $17,026,008 in the three months ended September 30, 2023.

the nine months ended September 30, 2024, the Company had net loss of $6,994,516 compared to net loss of $27,162,596 in the nine months

ended September 30, 2023.

Liquidity and Capital Resources

Our real estate assets have decreased

to $37,904,992 as of September 30, 2024 from $42,137,152 as of December 31, 2023.

This decrease primarily reflects the sale of properties

in the Lakes at Black Oak project.

Our cash has decreased from $26,921,727

as of December 31, 2023 to $16,679,183 as of September 30, 2024.

Our liabilities decreased from $9,066,700 at December 31, 2023 to $5,390,173

at September 30, 2024.

Our total assets have decreased to $98,788,837 as of September 30, 2024 from $126,314,028 as of December 31, 2023

mainly due to decrease in cash held in Trust Account after shareholders of HWH International Inc.

redeemed their shares.

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

Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance amount

of $18,500,000.

increase of operating expenses in the first three months of 2025 compared to the same period of 2024 was mostly caused by recording impairment

of goodwill and note receivable.

Additionally, the Company has been notified by a purchaser of certain lots that they mistakenly overpaid

by $450,000 in December 2024.

The repayment of $450,000 was recorded in the Company’s books in the first quarter of 2025 as an

Income (Expense)

the three months ended March 31, 2025, the Company had other expense of $5,529,826 compared to other expense of $ 5,047,279 in the three

months ended March 31, 2024.

The loss/gain on foreign exchange transaction is the primary reason for the volatility in these two periods.

Foreign exchange transaction loss was $1,409,102 in the three months ended March 31, 2025, compared to $1,193,636 gain in the three months

ended March 31, 2024.

the three months ended March 31, 2025 the Company had net loss of $9,504,892 compared to net loss of $7,313,792 in the three months ended

March 31, 2024.

and Capital Resources

real estate assets have decreased to $30,426,990 as of March 31, 2025 from $30,695,669 as of December 31, 2024.

This decrease reflects

depreciation expenses on the rental properties.

cash has decreased from $27,243,787 as of December 31, 2024 to $25,194,810 as of March 31, 2025.

Our liabilities decreased from $6,563,126

at December 31, 2024 to $5,654,372 at March 31, 2025.

Our total assets have decreased to $90,464,745 as of March 31, 2025 from $96,761,977

as of December 31, 2024 mainly due to decrease in cash and value of investment securities.

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

Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance

amount of $18,500,000.

The line of credit bore interest rate on LIBOR plus 375 basis points.

SeD Maryland Development LLC was also provided with

a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000.

The L/C commission is 1.5% per annum on the

face amount of the L/C.

SeD Maryland Development LLC was also provided

with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000.

The L/C commission 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.

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 a $2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland.

On March 15, 2022, approximately

$2,300,000 was released from collateral, leaving approximately $300,000 as collateral for outstanding letters of credit.

December 14, 2023 approximately $201,751 was released from collateral, leaving approximately $100,000 as collateral for outstanding letters

development timeline of Lakes at Black Oak will be based on multiple conditions, including the amount of funds which may be raised from

capital markets, the loans we may secure from third party financial institutions, and government reimbursements which may be received.

The development will be step by step and expenses will be contingent on the amount of funding we will receive.

November 13, 2023, 150 CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership, 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.” The selling price of

these lots is anticipated to equal approximately $7.4 million.

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

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.

The selling price

of these lots is anticipated to equal approximately $3.3 million.

The closing of the transactions described above depends on the satisfaction

of certain conditions.

The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million.

In addition, the Company

will be entitled to receive certain reimbursements in the years ended December 31, 2024 and 2025.

The management believes that the

available cash in bank accounts and favorable cash revenue from real estate projects are sufficient to fund our operations for at least

the next 12 months.

Summary of Cash Flows for the Nine Months Ended

September 30, 2024 and 2023

Nine-months Ended

Net cash (used in) provided by operating activities

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 a $2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland.

2022, approximately $2,300,000 was released from collateral, leaving approximately $300,000 as collateral for outstanding letters of

On December 14, 2023 approximately $201,751 was released from collateral, leaving approximately $100,000 as collateral for outstanding

letters of credit.

November 13, 2023, the Company 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 agreed to sell approximately 142 single-family detached residential

lots comprising a section of a residential community in the Lakes at Black Oak.

The selling price of these lots was anticipated to equal

approximately $7.4 million.

Pursuant to the other Agreement, the Seller agreed to sell 63 single-family detached residential lots 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 EHome was in the process of developing the 63 lots at

Alset Villas in 2023.

The closing of the transactions described above depended on the satisfaction of certain conditions.

2024, the Seller closed the sale of 70 of the lots contemplated by that certain Agreement, generating approximately $3.8 million.

sale of the remaining 72 lots at Lakes at Black Oak closed on October 10, 2024 generating approximately $3.9 million.

The sale of 63

lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.

Company is entitled to receive certain developer reimbursements for the Lakes at Black Oak and Alset Villas projects.

The Company expects

that approximately $8 million of the receivable will be collected within the next twelve months.

management believes that the available cash in bank accounts and favorable cash revenue from real estate projects are sufficient to fund

our operations for at least the next 12 months.

of Cash Flows for the Three Months Ended March 31, 2025 and 2024

Net cash used in operating activities

$ (3,756,154 )

Net cash provided by (used in) investing activities

Net cash (used in) provided by financing activities

$ (1,509,247 )

Cash Flows from Operating Activities

Net cash used in operating activities

was $8,751,416 in the first nine months of 2024, as compared to net cash provided by operating activities of $8,255,675 in the same period

Property sales from the Black Oak project in 2023 were the main reason for the cash provided by operating activities in 2023.

Cash Flows from Investing Activities

Net cash provided by investing

activities was $18,707,934 in the first nine months of 2024, as compared to net cash used in investing activities of $748,188 in the same

period of 2023.

In the nine months ended September 30, 2024, the Company issued $1,368,083 in loans to related parties and $1,212,021

in loans receivable.

At the same time, we received $101,096 from repayment of related party loan and withdrew cash from trust account

of $21,102,871 for redemption of HWH’s shares.

In the nine months ended September 30, 2023 we invested $734,688 in real estate improvements,

issued $1,693,455 in loans to related parties and received $2,675,735 from repayment of related party notes receivable.

Cash Flows from Financing Activities

Net cash used in financing activities

was $21,370,610 in the nine months ended September 30, 2024, compared to net cash provided of $3,408,560 in the nine months ended September

The cash used in financing activities in the first nine months of 2024 is caused by repayment of $398,000 of note payable and

repayment of HWH’s shares of $21,102,871.

In that same period, the Company borrowed $130,261 from commercial loan.

The cash provided

by financing activities in the first nine months of 2023 is caused by the proceeds from stock issuance of $3,433,921.

Impact of Inflation

We believe that inflation has

not had a material impact on our results of operations for the nine months ended September 30, 2024 or the year ended December 31, 2023.

We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

Impact of Foreign Exchange Rates

The effect of foreign exchange

rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to the United States and which were

approximately $26 million and $23 million on September 30, 2024 and December 31, 2023, respectively, are the reason for the significant

fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations and Other Comprehensive

Because the intercompany loan balances between Singapore and United States will remain at approximately $26 million over the next

year, we expect this fluctuation of foreign exchange rates to still significantly impact the results of operations in 2024, especially

given that the foreign exchange rate may and is expected to be volatile.

If the amount of intercompany loan is lowered in the future,

the effect will be reduced.

Net cash used in investing activities

$ (1,758,503 )

Net cash provided by (used in) financing activities

Flows from Operating Activities

cash used in operating activities was $1,509,247 in the first three months of 2024, as compared to net cash used in operating activities

of $3,756,154 in the same period of 2025.

Purchase of trading securities and paying off payables in 2025 were the main reason for the

cash used in operating activities in that period.

Flows from Investing Activities

cash used in investing activities was $1,758,503 in the first three months of 2024, as compared to net cash used in investing activities

of $461,505 in the same period of 2025.

In the three months ended March 31, 2025, the Company issued $479,297 in loans to related parties

and spent $61,244 to purchase fixed assets.

At the same time, we received $79,036 from repayment of related party loan.

months ended March 31, 2024 we invested $646,785 in marketable securities, issued $1,144,317 in loans to related parties and received

$34,671 from repayment of related party notes receivable.

Flows from Financing Activities

cash provided by financing activities was $2,333,452 in the three months ended March 31, 2025, compared to net cash used of $240,182

in the three months ended March 31, 2024.

The cash provided by financing activities in the first three months of 2025 was from proceeds

from issuing common stock of $2,613,526.

In that same period, the Company repaid $280,074 of note payable.

In the first three months

of 2024 the Company borrowed $119,621 from a third party loan and repaid $359,803 of note payable.

believe that inflation has not had a material impact on our results of operations for the three months ended March 31, 2025 or the year

ended December 31, 2024.

We cannot assure you that future inflation will not have an adverse impact on our operating results and financial

of Foreign Exchange Rates

effect of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to the

United States and which were approximately $30 million and $30 million on March 31, 2025 and December 31, 2024, respectively, are the

reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations

and Other Comprehensive Loss.

Because the intercompany loan balances between Singapore and United States will remain at approximately

$30 million over the next year, we expect this fluctuation of foreign exchange rates to still significantly impact the results of operations

in 2025, especially given that the foreign exchange rate may and is expected to be volatile.

If the amount of intercompany loan is lowered

in the future, the effect will be reduced.

However, at this moment, we do not expect to repay the intercompany loans in the short term.

Emerging Growth Company Status

We are an “emerging growth

company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are

applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that an

“emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities

Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption

of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take advantage of

these exemptions until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption.

The real estate business is subject

to seasonal shifts in costs as certain work is more likely to be performed at certain times of the year.

This may impact the expenses

of our subsidiary Alset EHome Inc.

Growth Company Status

are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107

of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take advantage of these exemptions until we are no longer an emerging growth company or until we affirmatively and

irrevocably opt out of this exemption.

real estate business is subject to seasonal shifts in costs as certain work is more likely to be performed at certain times of the year.

This may impact the expenses of our subsidiary Alset EHome Inc.

from time to time.

In addition, should we commence building homes, we are likely to experience periodic

spikes in sales as we commence the sales process at a particular location.

Quantitative and Qualitative Disclosures

about Market Risk

As a “smaller reporting

company” as defined by Item 10(f)(1) of Regulation S-K, the Company is not required to provide the information required by this

In addition, should we commence building homes, we

are likely to experience periodic spikes in sales as we commence the sales process at a particular location.

Quantitative and Qualitative Disclosures about Market Risk

a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, the Company is not required to provide the information

required by this Item.

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-Q

Item 2. Management’s Discussion and Analysis