What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 854 added, 716 removed, 1189 unchanged (57% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, 2025

December 31, 2024

Current Assets:

Cash and Cash

Cash and Cash Equivalents

Restricted Cash

1 unchanged sentence

Other Receivables, Net

Note Receivables - Related

Convertible Loan Receivables

at Fair Value - Related Party

Note Receivables - Related Parties, Net

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

Investment in Equity Method

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

Investment in Equity Method Securities

Total Current Assets

Noncurrent Assets:

Real Estate - Rental Properties

Operating Lease Right-Of-Use

Other Receivables - Long

and Equipment, Net

Operating Lease Right-Of-Use Assets, Net

Convertible Loan Receivables at Fair Value - Related Party

Investment in Securities at Fair Value - Related Party

Investment in Securities at Cost

Investment in Equity Method Securities

Other Receivables - Long Term, Net

Property and Equipment, Net

Liabilities and Stockholders’ Equity:

Current Liabilities:

Accounts Payable and Accrued

Accounts Payable and Accrued Expenses

Deferred Revenue

1 unchanged sentence

Notes Payable

Payable - Related Parties

Notes Payable - Related Parties

Notes Payable

Total Current Liabilities

1 unchanged sentence

Operating Lease Liabilities

Notes Payable

Total Liabilities

1 unchanged sentence

Stockholders’ Equity:

Preferred Stock, $ 0.001

Preferred Stock, $ 0.001 par value;

25,000,000 shares authorized, none issued and outstanding

Common Stock, $ 0.001 par

Common Stock, $ 0.001 par value;

250,000,000 shares authorized;

10,735,119 and 9,235,119 shares issued and outstanding on March 31, 2025 and December 31, 2024,

11,709,219 and 9,235,119 shares issued

and outstanding on June 30, 2025 and December 31, 2024, respectively

Additional Paid in Capital

2 unchanged sentences

( 251,851,540 )

Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Total Alset Inc.

Stockholders’

Non-controlling

Stockholders’ Equity

Liabilities and Stockholders’ Equity

See accompanying notes

to condensed consolidated financial statements.

Non-Controlling Interests

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

See accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Consolidated Statements of Operations and Other Comprehensive Income

the Three Months Ended March 31, 2025 and 2024 (Unaudited)

For the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)

Three- Months Ended June 30,

Six- Months Ended June 30,

Total Revenue

2 unchanged sentences

General and Administrative

of Note Receivable, Goodwill and Investment

Impairment of Note Receivable, Goodwill and Investment

Total Operating Expenses

2 unchanged sentences

( 2,809,472 )

Other Income (Expense)

( 6,687,579 )

( 5,075,984 )

Other Non-Operating Income (Expense)

Interest Income

Interest Income - Related

Interest Income - Related Party

Interest Income

Interest Expense

Foreign Exchange Transaction

Gain on Disposal of a Subsidiary

Foreign Exchange Transaction (Loss) Gain

( 4,834,398 )

Unrealized Gain on Securities

Unrealized Loss on Securities

Investment - Related Party

( 6,243,500 )

Unrealized (Loss) Gain on Securities Investment

Unrealized Gain (Loss) on Securities Investment - Related Party

( 1,013,093 )

Unrealized Loss on Securities

( 4,013,059 )

Unrealized Gain (Loss) on Securities Investment

( 1,013,093 )

Realized Loss on Securities

( 4,013,059 )

Realized Loss on Securities Investment

Realized Loss on Securities Investment - Related Party

( 2,438,848 )

Realized Loss on Securities Investment

( 2,438,848 )

Loss on Equity Method Investment

( 1,310,915 )

( 1,978,142 )

Other Expense

Total Other Expense, Net

Total Other Non-Operating (Expense) Income, Net

( 6,085,681 )

( 11,615,507 )

( 3,387,772 )

Net Loss Before Income Taxes

1 unchanged sentence

( 1,149,965 )

( 18,303,086 )

( 8,463,756 )

Income Tax Expense

1 unchanged sentence

( 1,149,965 )

Net Loss Attributable to Non-Controlling Interest

( 18,346,034 )

Net Loss Attributable

to Common Stockholders

( 8,463,756 )

Net (Loss) Income Attributable to Non-Controlling Interest

( 1,791,116 )

Net Loss Attributable to Common Stockholders

$ ( 8,221,441 )

$ ( 1,239,114 )

$ ( 16,554,918 )

$ ( 8,008,771 )

$ ( 8,841,142 )

$ ( 1,149,965 )

$ ( 18,346,034 )

$ ( 8,463,756 )

Other Comprehensive Loss

Currency Translation Adjustment

Foreign Currency Translation Adjustment

( 1,253,895 )

Total Comprehensive

( 2,064,408 )

Total Comprehensive Loss

( 4,263,680 )

Comprehensive Loss Attributable to Non-controlling Interests

Total Comprehensive

Loss Attributable to Common Shareholders

( 2,403,860 )

( 12,351,162 )

( 10,528,164 )

Less Comprehensive Income (Loss) Attributable to Non-

Controlling Interests

Total Comprehensive Loss Attributable to Common Shareholders

( 4,297,932 )

( 2,310,651 )

( 11,415,838 )

( 10,176,745 )

Net Loss Per Share - Basic and Diluted

Weighted Average Common

Shares Outstanding - Basic and Diluted

See accompanying notes

to condensed consolidated financial statements.

Weighted Average Common Shares Outstanding - Basic and Diluted

See accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

the Three Months Ended March 31, 2025 and 2024 (Unaudited)

Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)

Accumulated Other

1 unchanged sentence

Stockholders’

Non-Controlling

Stockholders’

3 unchanged sentences

$ ( 251,851,540 )

Issuance of Common Stock and Warrants

Issuance of HWH Common Stock & Warrants exercise

Issuance of Common Stock

Issuance of HWH Common Stock and Warrants Exercise

Gain from SHRG Warrants

9 unchanged sentences

$ ( 260,185,017 )

Issuance of Common Stock

Treasury Stock Buyback

Reclassification of Gain from SHRG Warrants

Foreign Currency Translations

( 8,221,441 )

( 8,841,142 )

Balance at June 30, 2025

$ 337,071,493

( 268,406,458 )

Accumulated Other

Comprehensive

Stockholders’

Non-Controlling

Stockholders’

2 unchanged sentences

$ ( 247,885,656 )

$ 332,455,457

$ ( 247,885,656 )

Issuance of HWH Common Stock to EF Hutton for

Deferred Underwriting Compensation

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

Gain from SHRG Convertible Note and Warrants

Change in Non-Controlling Interest after HWH

Change in Non-Controlling Interest after HWH De SPAC

Foreign Currency Translations

8 unchanged sentences

$ ( 254,655,314 )

See accompanying notes

to condensed consolidated financial statements.

Adjustment of Gain from SHRG Convertible Notes

Change in Non-Controlling Interest

Foreign Currency Translations

( 1,071,537 )

( 1,253,895 )

( 1,239,114 )

( 1,149,965 )

Balance at June 30, 2024

$ 333,755,463

$ ( 255,894,428 )

( 255,894,428 )

See accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Condensed Consolidated Statements

of Cash Flows

For the Three Months Ended March 31,

2025 and 2024 (Unaudited)

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2025 and 2024 (Unaudited)

Cash Flows from Operating Activities

Net Loss from

Net Loss from Operations

$ ( 18,346,034 )

$ ( 8,463,756 )

Adjustments to Reconcile

Net Loss to Net Cash Used in Operating Activities:

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Non-Cash Lease Expenses

Impairment of Note Receivable,

Goodwill and Investment

Foreign Transaction Loss

Impairment of Note Receivable, Goodwill and Investment

Gain on Sale of Stock of Subsidiary

Foreign Transaction Loss (Gain)

( 2,038,986 )

Unrealized Gain on Securities

Unrealized Loss on Securities

Investment - Related Party

Realized Loss on Securities

Employee Performance Share Expense

Unrealized Loss (Gain) on Securities Investment

Unrealized Loss on Securities Investment - Related Party

Realized Loss on Securities Investment

Realized Loss on Securities Investment-Related Party

Loss on Equity Method Investment

Changes in Operating Assets

and Liabilities, net of acquisitions

Real Estate Reimbursement

Changes in Operating Assets and Liabilities, Net of Acquisitions

Real Estate Reimbursement Receivable

Account Receivables

Advances to Related Party

Other Receivables - Related

Prepaid Expense

Trading Securities

Accounts Payable and Accrued

( 1,993,298 )

( 1,355,972 )

Accounts Payable and Accrued Expenses

( 1,004,311 )

( 1,458,880 )

Deferred Revenue

Lease Liabilities

Cash Used in Operating Activities

Operating Lease Liabilities

Net Cash Used in Operating Activities

( 6,374,812 )

2 unchanged sentences

Purchase of Fixed Assets

Purchase of Investment

Issuing Loan Receivable

Purchase of Investment Securities

Advance to Related Party

Proceeds from Sale of Equity Security Investment to a Related Party

Collection of Advance to Related Parties

Issuing Loan Receivable

- Related Party

of Loan Receivable - Related Party

Cash Used in Investing Activities

Issuing Loan Receivable - Related Party

( 1,118,864 )

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 Investing Activities

Cash Flows from Financing Activities

Proceeds from Common Stock

Borrowing from a Commercial

to Notes Payable

Cash Provided by (Used in) Financing Activities

Net Decrease in Cash and Cash Equivalents and

Restricted Cash

Proceeds from Common Stock Issuance

Buyback Treasury Stock

Borrowing from a Commercial Loan

Repayment to Notes Payable

Repayment of Class A Common Stock

( 21,102,871 )

Net Cash Provided by (Used in) Financing Activities

( 21,351,570 )

Effects of Foreign Exchange Rates on Cash and

Cash Equivalents

Cash and Cash Equivalents

and Restricted Cash - Beginning of Period

Net Decrease in Cash and Cash Equivalents and Restricted Cash

( 2,372,656 )

( 7,631,964 )

Effects of Foreign Exchange Rates on Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

Cash and Cash Equivalents and Restricted Cash- End of Period

Cash and Cash Equivalents

and Restricted Cash- End of Period

Cash and Restricted Cash

Restricted Cash

Total Cash and Restricted Cash

Supplementary Cash Flow Information

Paid for Interest

Paid for Taxes

Supplemental Disclosure of Non-Cash Investing

and Financing Activities

Recognition of ROU / Lease Liability

Notes Received in Exchange for Sale of HWH Common Stock to Investors

of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation

of Ketomei Note Payable to Common Stock

from SHRG Warrants and Convertible Notes

See accompanying notes

to condensed consolidated financial statements.

Cash Paid for Interest

Cash Paid for Taxes

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Initial Recognition of ROU / Lease Liability

Promissory Notes Received in Exchange for Sale of HWH Common Stock to Investors

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

Conversion of Ketomei Note Payable to Common Stock

Gain from SHRG Warrants and Convertible Notes

See accompanying notes to condensed consolidated financial statements.

and Subsidiaries

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2025 and 2024

the Six Months Ended June 30, 2025 and 2024

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

29 unchanged sentences

Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the

following entities as of March 31, 2025 and December 31, 2024, as follows:

following entities as of June 30, 2025 and December 31, 2024, as follows:

SCHEDULE OF SUBSIDIARIES

Name of subsidiary

or other jurisdiction of

interest as of,

incorporation

or organization

State or other jurisdiction of

Attributable interest as of,

consolidated under AEI

incorporation or organization

June 30, 2025

December 31, 2024

Alset Global Pte.

42 unchanged sentences

Hapi Robot Pte.

Impact BioHealth

Impact BioHealth Pte.

American Home REIT Inc.

18 unchanged sentences

HWH International Inc.

Alset Capital

Acquisition Corp.)

Alset Capital Acquisition Corp.)

Delaware, United States of America

3 unchanged sentences

Hapi iRobot Pte.

Hapi Marketplace

Hapi Marketplace Pte.

Ltd.) (f.k.a.

10 unchanged sentences

Hapi Robot Service Pte.

Hapi Acquisition

Guangdong LeFu Wealth Investment Consulting

Hapi Acquisition Pte.

Guangdong LeFu Wealth Investment Consulting Co., Ltd.

Shenzhen Leyouyou Catering Management Co., Ltd.)

Dongguan Leyouyou Catering Management Co.,

Dongguan Leyouyou Catering Management Co., Ltd.

Robot Ai Trade Pte.

10 unchanged sentences

Hapi Wealth Builder Limited

the Company indirectly holds less than 50% of shares of these entities, the subsidiaries of the Company directly hold more than 50%

of shares of these entities, and therefore, they are still consolidated into the Company.

LVD Merger Corp.

United States of America

Alset Real Estate Holdings Inc.

United States of America

Company indirectly holds less than 50% of shares of these entities, the subsidiaries of the Company directly hold more than 50% of

shares of these entities, and therefore, they are still consolidated into the Company.

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.

entities had immaterial effect on the Company’s consolidated financial statements and their deconsolidation did not meet the criteria

for presentation as discontinued operations under ASC 205-20.

preparation of financial statements in conformity with U.S.

27 unchanged sentences

The loan has expired during 2022 and only letters of credit were outstanding as of

March 31, 2025 and December 31, 2024.

June 30, 2025 and December 31, 2024.

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

1 unchanged sentence

$ 201,751 was released from collateral.

As of March 31, 2025 and December 31, 2024, the total balance of this account was $ 107,901 and

As of June 30, 2025 and December 31, 2024, the total balance of this account was $ 107,928 and

$ 107,874 , respectively.

Company puts money into brokerage accounts specifically for equity investment.

As of March 31, 2025 and December 31, 2024, the cash balance

in these brokerage accounts was $ 1,021,552 and $ 832,065 , respectively.

Receivables and Allowance for Credit Losses

receivables is recorded at invoiced amounts net of an allowance for credit losses and do not bear interest.

receivables is recorded at invoiced amounts net of an allowance for credit losses and does not bear interest.

The allowance for credit

losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable.

losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing account receivables.

The measurement and recognition of credit losses involves the use of judgment.

7 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, the allowance for credit losses was an immaterial amount.

As of June 30, 2025 and December 31, 2024, the allowance for credit losses was an immaterial amount.

The Company does not have

any off-balance sheet credit exposure related to its customers.

As of March 31, 2025 and December 31, 2024, the balance of account receivables

As of June 30, 2025 and December 31, 2024, the balance of account receivables

was $ 79,749 and $ 75,646 , respectively.

Receivables and Allowance for Credit Losses

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 March

31, 2025 and December 31, 2024.

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 June 30, 2025 and December 31, 2024.

January 9, 2024, the Company sold 1,600,000 shares of HWH International Inc.

8 unchanged sentences

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

On March 31, 2025, HWH’s

On June 30, 2025, HWH’s

stock price was $ 1.27 .

10 unchanged sentences

course of business less the estimated costs necessary to make the sale.

As of March 31, 2025 and December 31, 2024, inventory consisted

As of June 30, 2025 and December 31, 2024, inventory consisted

of finished goods from subsidiaries of HWH International Inc.

13 unchanged sentences

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.

The stock fair value is determined by quoted stock prices.

Company has a portfolio of trading securities.

10 unchanged sentences

Biomedical Inc.

(“Impact”) are publicly traded companies and fair value is determined by quoted stock prices.

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 fair value accounting.

Company has significant influence over DSS.

As of March 31, 2025 and December 31, 2024, the Company owned approximately 43.6 % and

48.9 % of the common stock of DSS, respectively.

Our CEO, Chan Heng Fai, is an owner of additional common stock of DSS (not including

any common or preferred shares we hold).

(“Impact”) are publicly traded companies and their fair value is determined by quoted stock prices.

The Company has significant

influence over DSS.

As of June 30, 2025 and December 31, 2024, the Company owned approximately 43.6 % and 48.9 % of the common stock

of DSS, respectively.

Our CEO, Chan Heng Fai, is an owner of additional common stock of DSS (not including any common or preferred

shares we hold).

In addition, our Chief Executive Officer is the Chairman of the Board of Directors of DSS.

Apart from Chan Heng Fai, 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).

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

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

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

of the Board of Directors of VEII.

In addition to Mr.

Chan, 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 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 of SHRG.

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

Company has significant influence over Impact as the Company holds approximately 35.3 % of the common shares of Impact.

Apart from Chan Heng

Fai, several other members of the Board of Directors of Alset Inc.

are also members of the Board of Directors of DSS (Chan Tung Moe,

our Co-Chief Executive Officer and a son of Chan Heng Fai, Lim Sheng Hon Danny, Wong Shui Yeung, Wu Wai William Leung, and Joanne Wong Hiu Pan).

The Company has significant

influence over 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).

The Company has significant

influence over VEII as the Company holds approximately 45.8 % of the common shares of VEII.

Chan Heng Fai and another member of the

Board of Directors of Hapi Metaverse Inc., Lum Kan Fai Vincent, are both members of the Board of Directors of VEII.

In addition to

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).

Company has significant influence over SHRG as the Company holds approximately 29.0 %

of the common shares of SHRG.

Our Chief Executive Officer is a significant stockholder of SHRG shares.

The Company had significant

influence over Impact as the Company held approximately 35.3 % of the common shares of Impact as of December 31, 2024.

sold all its shareholding in Impact during first four months of 2025.

Securities at Cost

4 unchanged sentences

An impairment loss,

is recognized in the condensed consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds

recognized in the condensed consolidated statements of comprehensive income, equals to the amount by which the carrying value exceeds

the fair value of the investment.

4 unchanged sentences

As of December 31, 2024, the value of the investment in Nervotec is $ 589 , as the Company wrote off $ 37,287 of this investment.

As of March 31, 2025, the value of the investment in Nervotec is $ 596 .

As of June 30, 2025, the value of the investment is $ 0 as the Company written of the remaining balance.

2021, the Company invested $ 19,609 in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18 % ownership.

6 unchanged sentences

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.

The Company impaired this investment of $ 14,010 and total impairment expenses were $ 14,205 due to

weak performance 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

4 unchanged sentences

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 Ziping.

(a) HWHPL holds 19% of the shares in the JVC;

(b) Chan Heng Fai holds 11%;

and (c) the remaining 70% of

the shares in the JVC are held by Chen Ziping.

April 23, 2025, the Company completed the sale of HWH World Inc.(“HWHKOR”) by Health Wealth Happiness Pte.

(“HWHPL”) to AES Group Inc.

(“AES”), a Korean entity.

The sale was consummated under a term sheet signed on

April 20, 2025, pursuant to which the Company agreed to transfer its 100 %

equity interest in HWHKOR to AES.

In exchange, AES agreed to issue new shares, representing 19.9 %

of the enlarged share capital of AES to the Company upon closing.

Total of $ 384,356

gain was generated from this deal and recorded in the Company’s statement of operations.

The disposal of HWHKOR had immaterial effect on the Company’s consolidated financial statements and the deconsolidation

did not meet the criteria for presentation as discontinued operations under ASC 205-20.

has been no indication of impairment or changes in observable prices via transactions of similar securities in the remaining investments

1 unchanged sentence

Method Investment

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

Company accounts for equity investments 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 condensed consolidated statements of comprehensive

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

Dividends received reduce the carrying amount of the investment.

14 unchanged sentences

Asset Management Pte.

(“LiquidValue”), a subsidiary of the Company, owns 16.4 %

of American Medical REIT Inc.

(“AMRE”) as of March 31, 2025, a company concentrating on medical real estate.

acquires state-of-the-art, purpose-built healthcare facilities and leases them to leading clinical operators with dominant market

share under secure triple net leases.

AMRE targets hospitals (both Critical Access and Specialty Surgical), Physician Group

Practices, Ambulatory Surgical Centers, and other licensed medical treatment facilities.

Chan Heng Fai, our Chairman and CEO, is the

executive chairman and director of AMRE.

DSS, of which we own 43.6 %

and have significant influence over, owns 80.8 %

Therefore, the Company has significant influence on AMRE.

The Company’s share of losses from AMRE exceeded the carrying amount of the investment, and as a result, the

Company suspended recognition of additional losses.

The Company will resume recognizing its share of losses only to the extent that it

subsequently becomes obligated to fund the investee’s losses or the investee returns to profitability and the Company’s share of

earnings exceeds its previously unrecognized losses.

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

as of June 30, 2025, 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

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

DSS, of which we own 43.6 % and have

significant influence over, owns 80.8 % of AMRE.

Therefore, the Company has significant influence over AMRE.

The Company’s share

of losses from AMRE exceeded the carrying amount of the investment, and as a result, the Company suspended recognition of additional

The Company will resume recognizing its share of losses only to the extent that it subsequently becomes obligated to fund the

investee’s losses or the investee returns to profitability and the Company’s share of earnings exceeds its previously unrecognized

Pacific Financial, Inc.

8 unchanged sentences

influence over APF.

During the three months ended March 31, 2025 and 2024, the investment loss was $ 565,769 and $ 1,079,937 , respectively.

As of March 31, 2025 and December 31, 2024, the investment in APF was $ 3,655,527 and $ 4,221,296 , respectively.

During the three months ended June 30, 2025 and 2024, the investment loss was

$ 722,950 and $ 843,667 loss, respectively.

During the six months ended June 30, 2025 and 2024, the investment loss was $ 1,288,719 and

$ 1,923,604 , respectively.

As of June 30, 2025 and December 31, 2024, the investment in APF was $ 2,932,577 and $ 4,221,296 , respectively.

Brokers Company Inc.

11 unchanged sentences

owns 80.1% of Sentinel.

During the three months ended March 31, 2025, the investment loss in Sentinel was $ 65,799 .

During the three months

ended March 31, 2024, the investment loss in Sentinel was $ 26,737 .

Investment in Sentinel was $ 43,951 and $ 109,750 at March 31, 2025

and December 31, 2024, respectively.

During the three months ended June 30, 2025, the investment gain in Sentinel was $ 43,603 .

During the six months

ended June 30, 2025, the investment loss in Sentinel was $ 22,196 .

During the three and six months ended June 30, 2024, the investment

loss in Sentinel was $ 13,054 and $ 39,791 , respectively.

Investment in Sentinel was $ 87,554 and $ 109,750 at June 30, 2025 and December

31, 2024, respectively.

in Debt Securities

6 unchanged sentences

and other company-specific information.

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.

The Company wrote off the entire value of $ 88,599 of this loan on March 31, 2024.

Interest Entity

Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, Consolidation ,

when a reporting entity is the primary beneficiary of an entity that is a variable interest entity (“VIE”), as defined in

ASC 810, the VIE must be consolidated into the financial statements of the reporting entity.

The determination of which owner is the

primary beneficiary of a VIE requires management to make significant estimates and judgments about the rights, obligations, and economic

interests of each interest holder in the VIE.

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.

A controlling financial interest has both of the following characteristics:

(i) the power

to direct the activities of the VIE that most significantly impact its economic performance;

and (ii) the obligation to absorb losses

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

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.

The conversion price is approximately $ 21.26 per common share of

The Company wrote off the entire value of $ 88,599 of this loan on March 31, 2024, due to poor performance of this entity.

represent refundable rental deposits paid in connection with office and café leases.

Deposits are classified as current assets

if the related lease agreements are scheduled to expire within twelve months from the balance sheet date.

Deposits associated with leases

extending beyond twelve months are classified as noncurrent assets.

As of June 30, 2025 and December 31, 2024, $ 47,448 and $ 210,495

of deposits, respectively, were current and would be refundable within the next twelve months.

As of June 30, 2025 and December 31, 2024, $ 234,372 and $ 272,281 of deposits, respectively, were noncurrent.

Estate Assets

estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in

accordance with FASB ASC 805 - “Business Combinations”, which acquired assets are recorded at fair value.

accordance with FASB ASC 805 - “Business Combinations”, when acquired assets are recorded at fair value.

property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction

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when lots are sold.

Company capitalized construction costs of approximately $ 0 and $( 1.4 ) million, net of sales, for the three months ended March 31, 2025

Company capitalized construction costs of approximately $ 0 and $ ( 1.4 ) million, net of sales, for the three months ended June 30, 2025

and 2024, 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

of identifying potential triggering events for impairment.

Management may use the market comparison method to value other relatively

small projects.

In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant

and Equipment (“ASC 360”), the Company applies a fair value-based impairment test to the net book value assets on an

annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred.

Company did no t record impairment on any of its projects during the three months ended on March 31, 2025 and 2024.

under development

under development are properties being constructed for sale in the ordinary course of business, rather than to be held for the Company’s

own use, rental or capital appreciation.

The Company capitalized construction costs of approximately $ 0 and $ 4.7 million for the six months ended June

30, 2025 and 2024, 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 of identifying potential triggering events for impairment.

Management may use the market comparison method to value other

relatively small projects.

In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property

Plant and Equipment (“ASC 360”), the Company applies a fair value-based impairment test to the net book value assets

on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have

Company did no t record impairment on any of its projects during the three and six months ended on June 30, 2025 and 2024.

properties are acquired with the intent to be rented to tenants.

As of March 31, 2025 and December 31, 2024, the Company owned 132 homes.

As of June 30, 2025 and December 31, 2024, the Company owned 132 homes.

The aggregate purchase cost of all the homes is $ 30,998,258 .

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down to its estimated fair value.

The Company did not recognize any impairment losses during three ended March 31, 2025 and 2024.

The Company did not recognize any impairment losses during three and six months ended June 30, 2025

of Model Houses

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for the revenue recognition of the Lakes at Black Oak project, which represented approximately 0 % and 70 %, of the Company’s revenue

in the three months ended on March 31, 2025 and 2024, respectively, is as follows:

the contract with a customer.

in the six months ended on June 30, 2025 and 2024, respectively, is as follows:

Identify the contract with a customer.

Company has signed agreements with the builders for developing the raw land to ready to build lots.

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timelines, and specifications for what is to be provided.

the performance obligations in the contract.

Identify the performance obligations in the contract.

obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that

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The customer inspects all lots prior to accepting title to ensure all specifications are met.

the transaction price.

Determine the transaction price.

transaction price per lot is fixed and specified in the contract.

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by both parties.

the transaction price to performance obligations in the contract.

Allocate the transaction price to performance obligations

in the contract.

lot or a group of lots is considered to be a separate performance obligation, for which the specified price in the contract is allocated

revenue when (or as) the entity satisfies a performance obligation.

Recognize revenue when (or as) the entity satisfies

a performance obligation.

builders do the inspections to make sure all conditions/requirements are met before taking title of lots.

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credited or charged to straight-line rent receivable or straight-line rent liability, as applicable.

For the three months ended March

For the six months ended June 30,

2025 and the year ended December 31, 2024, the Company did not recognize any deferred revenue and collected all rents due.

of Real Estate Sale

Cost of Real Estate Sale

of the costs of real estate sales are from our land development business.

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

of Rental Revenue

Cost of Rental Revenue

of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and

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Utility expenses are paid directly by tenants.

Company, through Alset F&B One and Alset F&B PLQ each acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively,

both of which have since commenced operations.

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

Kopitiam restaurant in Singapore.

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

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

and Mee Rebus.

Food and Beverage

Company, through Alset F&B One Pte.

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

PLQ”) each acquired a restaurant franchise licenses at the end of 2021 and 2022, respectively, both of which have since commenced

These licenses allow Alset F&B One and Alset F&B PLQ each to operate a Killiney Kopitiam restaurant in Singapore.

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

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

Company, through Hapi Café Inc.

(“HCI-T”), commenced operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea.

(“HCI-T”), commenced operation of two cafés during 2022 and 2021, which are

located in Singapore and South Korea.

cafes are operated by subsidiaries of HCI-T, namely Hapi Café SG Pte.

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in the People’s Republic of China.

These companies will

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

These companies are

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

Additionally,

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

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

This business was acquired

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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

of March 31, 2025 and December 31, 2024, there were no remaining performance obligations or continuing involvement, as all service obligations

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.

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.

Remaining performance obligations

of June 30, 2025 and December 31, 2024, there were no remaining performance obligations or continuing involvement, as all service obligations

within the other business activities segment have been completed.

Company recognizes deferred revenue when payments are received in advance of fulfilling its performance obligations.

revenue at March 31, 2025, December 31, 2024 and 2023 was $ 14,872 ,

$ 0 , and $ 2,100 ,

respectively.

Deferred revenue

at June 30, 2025, December 31, 2024 and 2023 was $ 15,631 , $ 0 , and $ 2,100 , respectively.

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

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date of employee termination.

During the three months ended on March 31, 2025 and 2024, the Company recorded $ 0 as stock-based compensation

During the three and six months ended on June 30, 2025, the Company recorded $ 840,000 as stock-based compensation

expense, which is included in General and Administrative expenses on the Company’s income statement.

The fair value of stock-based compensation was determined based on the Company’s stock price on the date of

During the three and six months

ended on June 30, 2024, the Company recorded $ 0 as stock-based compensation expense.

and reporting currency

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The financial records of the

Company’s subsidiaries located in Singapore, Hong Kong, Australia, South Korea, and the People’s Republic of China are maintained

in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”), South Korean Won

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

Company’s subsidiaries located in Singapore, Hong Kong, Australia, South Korea, the People’s Republic of China, and Taiwan

are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”), South

Korean Won (“KRW”), Chinese Yuan (CN¥) and Taiwan Dollar (“NT$”), which are also the functional currencies

of these entities.

in foreign currencies

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The Company recorded foreign exchange loss of $ 4,834,398 and gain

of $ 1,193,636 during the three months ended on March 31, 2025 and 2024, respectively.

The foreign currency transactional gains and losses

are recorded in operations.

of $ 845,350 during the three months ended on June 30, 2025 and 2024, respectively.

The Company recorded foreign exchange loss of $ 6,243,500

and gain of $ 2,038,986 during the six months ended on June 30, 2025 and 2024, respectively.

The foreign currency transactional gains

and losses are recorded in operations.

of consolidated entities’ financial statements

assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at

the rates of exchange ruling at the balance sheet date.

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

CN¥ and NT$, translate their operating results and financial positions into the U.S.

assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the

rates of exchange ruling at the balance sheet date.

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

and NT$, translate their operating results and financial positions into the U.S.

dollar, the Company’s reporting currency.

Assets and liabilities are translated using the exchange rates in effect on the balance sheet date.

Revenue, expense, gains and

losses are translated using the average rate for the year.

Translation adjustments are reported as cumulative translation

adjustments and are shown as a separate component of comprehensive income (loss).

Company recorded other comprehensive gain of $ 1,417,410 from foreign currency translation for the three months ended March 31, 2025 and

$ 1,161,932 loss for the three months ended March 31, 2024, in accumulated other comprehensive loss.

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 $ 4,577,462 from foreign currency translation for the three months ended June 30, 2025 and

$ 1,253,895 loss for the three months ended June 30, 2024, in accumulated other comprehensive loss.

The Company recorded other comprehensive

gain of $ 5,994,872 from foreign currency translation for the six months ended June 30, 2025 and $ 2,064,408 loss for the six months ended

June 30, 2024, in accumulated other comprehensive loss.

The foreign currency transactional gains and losses are recorded in operations.

(Loss) per Share

Company presents basic and diluted earnings (loss) per share data for its common shares.

Basic earnings (loss) per share is calculated

Basic earnings (loss) per share are calculated

by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares

outstanding during the year, adjusted for treasury shares held by the Company.

earnings (loss) per share is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average

earnings (loss) per share are determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average

number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which

comprise convertible securities, such as stock options, convertible bonds and warrants.

At March 31, 2025, there were 425,216 potentially

At June 30, 2025, there were 425,216 potentially

dilutive warrants outstanding.

At December 31, 2024 there were 425,216 potentially dilutive warrants outstanding.

Basic and diluted net loss per share are the same for both periods presented,

as all potentially dilutive securities were antidilutive due to the Company’s net loss in both years.

and diluted net loss per share is the same for both periods presented, as all potentially dilutive securities were antidilutive due to

the Company’s net loss in both periods presented.

Value Measurements

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Sheets, separately from equity attributable to owners of the Company.

March 31, 2025 and December 31, 2024, the aggregate non-controlling interests in the Company were $ 8,447,218 and $ 8,867,785 , respectively.

June 30, 2025 and December 31, 2024, the aggregate non-controlling interests in the Company were $ 8,458,197 and $ 8,867,785 , respectively.

of Long-lived Assets

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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.

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 evaluates goodwill on an annual basis in the fourth quarter or more frequently, if the management believes indicators of impairment

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Company accounts for related party transactions in accordance with ASC 850 Related Party Disclosures .

A party is considered

to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or

is under common control with the Company.

Related parties also include principal owners of the Company, its management, members of the

immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party

controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties

might be prevented from fully pursuing its own separate interests.

A party which can significantly influence the management or operating

policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence

the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests

is also a related party.

A party is considered to

be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is

under common control with the Company.

Related parties also include principal owners of the Company, its management, members of the immediate

families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls

or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might

be prevented from fully pursuing its own separate interests.

A party which can significantly influence the management or operating policies

of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other

to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a

related party.

Out-of-Period Adjustment

During the three months ended June 30, 2025, the Company recorded a $ 450,000 out-of-period adjustment to increase

other non-operating expenses to correct for an overpayment error made by the title company, as reported to the Company by the purchaser,

during the preparation of the unaudited condensed consolidated financial statements.

This out-of-period adjustment represents an overstatement

of revenue of $ 450,000 in the year ended December 31, 2024.

The Company has evaluated the impact of this error and out-of-period

adjustment, both quantitatively and qualitatively, and concluded that it is not material to the previously issued annual consolidated

financial statements and the adjustment is not expected to be material to the consolidated financial statements for the year ending December

Accounting Pronouncements

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2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU

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.

ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related

to the rate reconciliation and income taxes paid.

The amendment in the ASU 2023-09 is intended to enhance the transparency and decision

usefulness of income tax disclosures.

The ASU 2023-09’s amendments are effective for annual periods beginning after December 15,

The Company is currently evaluating the

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

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.

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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.

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.

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 2024-03 to determine its impact on the Company’s disclosures.

CONCENTRATIONS

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At times, these balances may exceed the insurance limits.

the three months ended March 31, 2024, one customer accounted for approximately 100 %

of the Company’s property development revenue.

For the three months ended March 31, 2025 there were no concentrations for any of our revenue streams.

the three months ended June 30, 2024, one customer accounted for approximately 100 % of the Company’s property development revenue.

For the three months ended June 30, 2025 there were no concentrations for any of our revenue streams.

For the six months ended June 30,

2024, one customer accounted for approximately 100 % of the Company’s property development revenue.

For the six months ended June

30, 2025 there were no concentrations for any of our revenue streams.

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

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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 three

months ended March 31, 2025 and 2024:

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

Segment expenses and other segment items are provided to the CODMs

on the same basis as disclosed in the Consolidated Statements of Operations.

Costs excluded from segment income (loss) before taxes and

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

CODMs do not evaluate performance or allocate resources based on segment assets.

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

ended June 30, 2025 and 2024:

SCHEDULE OF SEGMENT INFORMATION

Transformation Technology

Three Months Ended on March 31, 2025

Digital Transformation Technology

Biohealth Business

Six Months Ended on June 30, 2025

Cost of Sales

( 1,254,761 )

( 1,620,575 )

Operating Expenses

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( 6,687,579 )

Other Income (Expense)

Other Expense

( 2,875,116 )

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( 18,303,086 )

Transformation Technology

Three Months Ended on March 31, 2024

Digital Transformation Technology

Biohealth Business

Six Months Ended on June 30, 2024

Cost of Sales

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( 4,455,348 )

( 6,800,912 )

Operating Income (Loss)

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( 4,003,716 )

( 5,075,984 )

Other Income (Expense)

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( 8,463,756 )

March 31, 2025

June 30, 2025

Cash and Restricted Cash

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REAL ESTATE ASSETS

of March 31, 2025 and December 31, 2024, real estate assets consisted of the following:

of June 30, 2025 and December 31, 2024, real estate assets consisted of the following:

SCHEDULE OF REAL ESTATE ASSETS

Properties, net

Total Real Estate

June 30, 2025

December 31, 2024

Rental Properties, net

Total Real Estate Assets

family residential properties

of March 31, 2025 and December 31, 2024, the Company owned 132 Single Family Residential Properties (“SFRs”).

of June 30, 2025 and December 31, 2024, the Company owned 132 Single Family Residential Properties (“SFRs”).

The Company’s

aggregate investment in those SFRs was $ 31 million.

Depreciation expense was $ 268,679 and $ 264,052 in the three months ended March 31,

Depreciation expense was $ 264,052 and $ 264,052 in the three months ended June 30,

2025 and 2024, respectively.

Depreciation expense was $ 528,103 and $ 528,103 in the six months ended June 30, 2025 and 2024, respectively.

These homes are located in Montgomery and Harris Counties, Texas.

following table presents the summary of our SFRs as of March 31, 2025:

SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES

following table presents the summary of our SFRs as of June 30, 2025:

SCHEDULE OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Average Investment

NOTES PAYABLE

of March 31, 2025 and December 31, 2024, notes payable consisted of the following:

of June 30, 2025 and December 31, 2024, notes payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

June 30, 2025

December 31, 2024

Motor Vehicle Loans

Loans for Operations

Promissory Note to EF

Promissory Note to EF Hutton LLC

Total notes payable

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The loan expired

during 2022 and only L/C is outstanding as of March 31, 2025 and December 31, 2024.

during 2022 and only L/C is outstanding as of June 30, 2025 and December 31, 2024.

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

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

Vehicle Loans

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

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

Alset International paid an initial deposit

of $ 78,640 , and pays monthly installments of approximately $ 1,300 , including interest of 1.88 % per annum, for 84 months.

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

business purposes.

The total purchase price of the car, including associated charges, was approximately $ 182,430 .

Alset International

paid an initial deposit of $ 66,020 and pays monthly installments of approximately $ 1,472 , including interest of 1.88 % per annum, for

minimum principal payments under existing motor vehicle loans at March 31, 2025 in each calendar year through the end of their terms

are as follows:

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 owed DBS Bank Limited $ 27,849 and $ 34,156 at March 31, 2025 and December 31, 2024, respectively.

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 owed $ 3,681 at December 31, 2024, which will be

repaid in 6 installments in 2025.

As of March 31, 2025, Ketomei repaid all balance due.

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”) (now known as D.

Boral Capital LLC),

a division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 ,

the underwriters accepted a combination of $ 325,000

in cash paid upon the closing of Business Combination, 149,443

shares of the Company’s common stock and a $ 1,184,375

promissory note as full satisfaction.

This agreement was effective at the closing of Business Combination on January 9, 2024.

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.

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”) (now known as

Boral Capital LLC), a division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 ,

the underwriters accepted a combination of $ 325,000 in cash paid upon the closing of Business Combination, 149,443 shares of the Company’s

common stock and a $ 1,184,375 promissory note as full satisfaction.

This agreement was effective at the closing of Business Combination

on January 9, 2024.

The 149,443 shares were issued as of the price of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the

HWH shares at issuance on January 9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares

on January 9, 2024 as this was an adjustment to prior underwriting costs accounted for in equity.

The promissory note carries interest

rate equal to SOFR (secured overnight financing rate for U.S.

Government Securities Business Day published by the Federal Reserve Bank

of New York) plus a margin of one percent.

The principal amount of the promissory note and any accrued interest shall mature (i) partially

in the event HWH completes an offering within one year of the date of the promissory note, the amount of outstanding debt maturing being

proportionate to the amount of proceeds of the future offering, or (ii) in partial installments through October of 2028, the outstanding

balance being paid annually until the balance owed is paid in full.

The first installment of the note that was due in October 2024 of

$ 236,875 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 March 31, 2025, the Company accrued $ 121,097

in interest on the promissory note and owed $ 1,068,597

to EF Hutton.

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

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

to EF Hutton.

We are currently in negotiations with EF Hutton

to resolve the default status and restore the account to good standing.

As of June 30, 2025, the Company accrued $ 150,625 in interest

on the promissory note and owed $ 1,098,125 to EF Hutton.

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

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level 3 category through a Black Scholes option pricing model.

The fair value of the NECV warrants was $ 973 as of March 31, 2025 and

December 31, 2024.

The fair value of the NECV warrants was $ 973 as of June 30, 2025 and December

Purchase Agreement with HWH

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.

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.

Purchase Agreement with DSS

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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 85.8 % 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 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”),

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

(“Merger Sub”).

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

(the “Sponsor”) of Alset Capital.

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

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

and Alset Capital changing its name to HWH International Inc.

total consideration paid at the closing of the Merger by New HWH to the 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 6,476,400 shares of common stock issued and outstanding following a 5-for-1 reverse stock split of HWH common stock

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

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

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

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

on February 24, 2025.

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Notes to Value Exchange

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 % .

January 27, 2023, Hapi Metaverse Inc.

and New Electric CV Corporation (together with Hapi Metaverse Inc., the “Lenders”)

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

The 1 st VEII

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

the 1 st VEII Credit Agreement at 8 %.

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

Each Advance shall be

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

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

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

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

in a Conversion (“Warrants”).

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

exercise price equal to the Conversion Price.

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

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

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

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

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

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

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

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

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

of issuance of the Warrant.

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

The Loan Amount can be converted

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

There is no fixed

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

The Loan Amount

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

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

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

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

On March 31, 2025 the fair value of the remaining $ 100,000 of convertible note and warrants was $ 26,676 and $ 477,419 , respectively.

On June 30, 2025 the fair value of the remaining $ 100,000 of convertible note and warrants was $ 28,844 and $ 701,602 , respectively.

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

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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.

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

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

In the event that Hapi Metaverse

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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 March 31, 2025 and December 31, 2024 was $ 389,602 and $ 447,480 , respectively.

The fair value of this convertible note on June 30, 2025 and December 31, 2024 was $ 431,583 and $ 447,480 , respectively.

further details on fair value valuation refer to Note 11.

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

The fair value of this convertible note on March 31, 2025 and December

The fair value of this convertible note on June 30, 2025 and December

31, 2024 was $ 96,914 and $ 97,867 , respectively.

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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.

the VEII Convertible Promissory Note for a period of two years, until March 28, 2027.

Interest on the outstanding balance of this Note

shall accrue at a rate of 5 % per annum.

In the event that Alset Inc.

converts all or a portion of the indebtedness

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

The fair value of this convertible note on March 31,

2025 was $ 28,543 .

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 June 30, 2025 was $ 29,077 .

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

– Investments Measured at Fair Value, Convertible

Note Receivables).

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

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

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The terms of the note and maturity date were subsequently extended.

The fair value of this 1 st

SHRG Convertible Note on March 31, 2025 and December 31, 2024 was $ 468,101 and $ 468,093 , respectively.

(For further details on

fair value valuation refer to Note 11.

The new maturity date of the

1 st SHRG Convertible Note is November 5, 2026.

The fair value of this 1 st SHRG Convertible Note on June 30, 2025

and December 31, 2024 was $ 246,181 and $ 468,093 , respectively.

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

Investments Measured at Fair Value, Convertible Note Receivables).

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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, 2025 the fair value of the 2 nd SHRG Convertible Note and warrants was $ 231,204 and $ 13,994 , respectively.

31, 2024 the fair value of the 2 nd SHRG Convertible Note and warrants was $ 212,708 and $ 13,272 , respectively.

details on fair value valuation refer to Note 11.

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

2 nd SHRG Convertible

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

At the time of this filing, HWH has not converted any of the debt contemplated by the 2 nd SHRG Convertible Note nor

exercised any of the warrants.

On June 30, 2025 the fair value of the 2 nd SHRG Convertible Note and warrants was $ 218,974

and $ 110 , respectively.

On June 30, 2025 and December 31, 2024, the fair value of the 2 nd SHRG Convertible Note and warrants

was $ 212,708 and $ 13,272 , respectively.

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

– Investments Measured at

Fair Value, Convertible Note Receivables).

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

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

Convertible Note was $ 230,589 and $ 230,871 , respectively.

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

Additionally, upon

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

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

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

the debt contemplated by the 3 rd SHRG Convertible Note.

On June 30, 2025 and December 31, 2024, the fair value of the 3 rd

SHRG Convertible Note was $ 218,755 and $ 230,871 , respectively.

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

– Investments

Measured at Fair Value, Convertible Note Receivables.)

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

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

Convertible Note was $ 222,631 and $ 212,865 , respectively.

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

Additionally, upon signing

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

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

At the time of this filing, HWH has not converted

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

On June 30, 2025 and December 31, 2024, the fair value of the

4 th SHRG Convertible Note was $ 214,890 and $ 212,865 , respectively.

(For further details on fair value valuation refer to Note

– Investments

Measured at Fair Value, Convertible Note Receivables.)

– 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

2 unchanged sentences

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 March 31, 2025 and December 31, 2024, the fair

value of the 5 th SHRG Convertible Note was $ 90,143 and $ 88,209 , respectively.

(For further details on fair value valuation

refer to Note 11.

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

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

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

At the time of this

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

On June 30, 2025 and December

31, 2024, the fair value of the 5 th SHRG Convertible Note was $ 89,910 and $ 88,209 , respectively.

(For further details on fair

value valuation refer to Note 11.

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

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

SHRG in the amount of $ 150,000 .

HWH may convert a portion or all of the outstanding balance due under the loan into shares of SHRG’s

common stock at the average closing market price of SHRG stock within the last three (3) days from the date of maturity of the Loan Agreement,

January 15, 2026 .

The Loan Agreement bears an 8 % interest rate.

On March 31, 2025, the fair value of the Loan Agreement was $ 145,187 .

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

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

a loan to SHRG in the amount of $ 150,000 .

HWH may convert a portion or all of the outstanding balance due under the loan into shares

of SHRG’s common stock at the average closing market price of SHRG stock within the last three (3) days from the date of maturity

of the 1 st Loan Agreement, January 15, 2026 .

The 1 st Loan Agreement bears an 8 % interest rate and has maturity

date on January 15, 2028.

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

On June 30, 2025, the fair value of the 1 st Loan Agreement was $ 149,721 .

(For further details on fair value valuation refer

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

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

The 6 th SHRG Convertible Note is

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

securities purchase agreement.

In addition, SHRG granted HWH warrants exercisable into 937,500 shares of SHRG’s common stock.

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.

On March 31, 2025, the fair value of the Loan and warrants was $ 141,617 and $ 87,131 , respectively.

The 6 th SHRG Convertible Note bears

an 8 % interest rate.

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

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

In addition, SHRG granted HWH

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

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

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

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

On June 30, 2025, the fair value of the Loan and warrants was $ 131,863 and $ 87,131 , respectively.

(For further details on fair value

1 unchanged sentence

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

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

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

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

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

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

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

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

Agreement bears an 10 % interest rate.

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

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

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

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

of SHRG, at the discretion of HWH.

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

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

30, 2025, the fair value of the Loan was $ 60,000 .

(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.

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 company.

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.

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 as expense.

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.

Insurance Group, LLC

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

of March 31, 2025, the Company impaired goodwill of $ 77,480

which was generated from the excess of the purchase price above the net asset value during the acquisition.

Total impairment

expenses were $ 77,480 .

of June 30, 2025, the Company impaired goodwill of $ 77,480 to $ 0 , which was generated from the excess of the purchase price above the

net asset value during the acquisition.

Total impairment expenses were $ 77,480 .

Rental for the CEO

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

The Company paid $ 20,908 deposit for the apartment and had expenses of $ 29,831 in the three months ended March 31, 2024.

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

The Company paid $ 20,908 deposit for the apartment and had expenses of $ 30,315 and $ 60,631 in the three and six months ended June 30,

2024, respectively.

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

Facility Agreement with HWH

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

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

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

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

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

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

Financial Support to HWH dated March 28, 2025.

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

altered by the Amendment.

of IBO Shares

March 31, 2025 and April 4, 2025, the Company and its subsidiaries Alset International Limited and Global Biomedical Pte.

collectively sold the Company’s entire equity interest in Impact Biomedical Inc.

IBO) (“Impact”) consisting

shares of Impact’s common stock.

The disposition of the Impact stock was made through several sales on the market through a

These transactions generated total proceeds of $ 4,184,575 and resulted in a recognized loss of $ 2,439,264 .

of New Energy Asia Pacific Inc.

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

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

The Company had agreed to purchase from the Seller all of

the issued and outstanding shares of New Energy Asia Pacific Inc.

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

for the consideration of $ 103,750,000 , to be paid in the form of a convertible promissory note to be issued to the Seller.

41.5 % of the issued and outstanding shares of New Energy Asia Pacific Limited (“New Energy”), a Hong Kong corporation.

parties agreed to revise this agreement, and on May 8, 2025, the Company and the Seller entered into an Amended Term Sheet (the “Amended

Term Sheet”).

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

shares of NEAPI through a stock purchase agreement for a purchase price of $ 83,000,000 in the form of a promissory note convertible into

newly issued shares of the Company’s common stock (the “Convertible Note”).

The Convertible Note had an interest rate

of 1 % per annum.

Under the terms of the Convertible Note, the Seller was able to convert any outstanding principal and interest into

shares of the Company’s common stock at $ 3.00 per share upon ten (10) days’ notice prior to maturity of the Convertible Note

five (5) years from the date of the Amended Term Sheet, and upon maturity of the Convertible Note any outstanding principal and accrued

interest accrued thereunder would automatically be converted into shares of the Company’s common stock at the conversion rate.

closing of the transactions contemplated by the Amended Term Sheet occurred on July 23, 2025.

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

for its general operations.

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024, the outstanding balance was $ 12,186 and $ 11,618 , respectively.

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for its general operations.

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024, the outstanding balance was $ 4,131 and $ 4,176 , respectively.

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In addition, MacKenzie Equity Partners, LLC has been paid

certain bonuses, including a sum of $60,000 in June 2024.

No bonuses were paid to this entity in 2025.

Company incurred expenses of $ 75,000 and $ 75,000 in the three months ended March 31, 2025 and 2024, respectively, which in 2025 were

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

On March 31, 2025 and December 31, 2024, the Company owed this related party $ 25,000 and $ 41,602 , respectively.

These amounts are included

in Accounts Payable in the accompanying condensed consolidated balance sheets.

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

Company incurred expenses of $ 150,000 and $ 225,000 in the three and six months ended June 30, 2025, and $ 135,000 and $ 210,000 in the

three and six months ended June 30, 2024, respectively, which in 2025 were expensed and in 2024 were capitalized as part of Real Estate

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

On June 30, 2025 and December 31, 2024, the Company owed

this related party $ 25,000 and $ 41,602 , 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

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The Company incurred

expenses of $ 45,000 in the three months ended March 31, 2024.

expenses of $ 32,500 and $ 77,500 in the three and six months ended June 30, 2024, respectively.

Receivable from Related Party

22 unchanged sentences

in the loan agreement.

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

As of June 30, 2025 and December 31, 2024 LVAML owes the Company $ 463,995 .

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

4 unchanged sentences

at March 31, 2025.

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

VEII’s operating performance had deteriorated.

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

(“HTHPL”) in the amount of $ 137,658 at

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

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

As of March 31, 2025 and December 31, 2024 the Company accrued $ 1,713 and

$ 1,018 interest, respectively, and HTHPL owed $ 161,134 and $ 139,514 , respectively, to the Company.

(“HTHPL”) in the amount of $ 137,658

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

During first quarter

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

As of June 30, 2025 and December 31, 2024 the Company accrued $ 3,632 and $ 1,018 interest,

respectively, and HTHPL owed $ 170,651 and $ 139,514 , respectively, to the Company.

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

1 unchanged sentence

December 17, 2024, the Company entered into a shares purchase agreement with HTHPL, pursuant to which the Company sold 500,000 ordinary

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

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

years from the date of the promissory note.

As of March 31, 2025 and December 31, 2024 the Company accrued $ 1,220 and $ 190 interest,

respectively, and HTHPL owed $ 83,695 and $ 82,635 , respectively, to the Company.

shares of Hapi Travel Limited (“HTL”), representing 100 % of the issued and outstanding share capital of HTL, in exchange

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

the promissory note.

As of June 30, 2025 and December 31, 2024 the Company accrued $ 2,620 and $ 190 interest, respectively, and HTHPL

owed $ 84,341 and $ 82,635 , respectively, to the Company.

January 23, 2025 the Company entered into loan agreement with New Energy Asia Pacific Company Limited (“New Energy Asia”),

2 unchanged sentences

on January 23, 2026.

As of March 31, 2025 the Company accrued $ 1,018 interest and New Energy Asia owed $ 70,344 , to the Company.

As of June 30, 2025 the Company accrued $ 2,401 interest and New Energy Asia owed $ 71,727 , to the Company.

Company has authorized share capital of 250,000,000 common shares and 25,000,000 preferred shares.

28 unchanged sentences

after deducting offering expenses payable of approximately $ 300,000 , including the placement agent fees.

The Company used the

net proceeds from the Offering for working capital and general corporate purposes.

The Company used 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.

3 unchanged sentences

Agent a cash fee of 7 % of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses of the Placement Agent.

March 31, 2025, there were 10,735,119 common shares issued and outstanding.

following table summarizes the warrant activity for the three months ended March 31, 2025.

June 30, 2025, there were 11,709,219 common shares issued and outstanding.

following table summarizes the warrant activity for the six months ended June 30, 2025.

SCHEDULE OF WARRANT ACTIVITY

Exercise Price

Remaining Contractual

Warrants Outstanding as of December 31, 2024

Warrants Vested and exercisable at December 31, 2024

Forfeited, cancelled,

Warrants Outstanding as of March 31, 2025

Warrants Vested and exercisable at March 31,

Forfeited, cancelled, expired

Warrants Outstanding as of June 30, 2025

Warrants Vested and exercisable at June 30, 2025

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 (now known as D.

Boral Capital LLC), a division of Benchmark

Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 ,

the underwriters accepted a combination of $ 325,000

in cash paid upon the closing of the Business Combination, 149,443

shares of the Company’s common stock and a $ 1,184,375

promissory note as full satisfaction.

December 18, 2023, HWH International Inc.

entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting

agreement previously entered into by HWH and EF Hutton (now known as D.

Boral Capital LLC), a division of Benchmark Investments, LLC,

under which in lieu of HWH tendering the full amount due of $ 3,018,750 , the underwriters accepted a combination of $ 325,000 in cash paid

upon the closing of 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.

shares were issued as of the price of $ 10.10 ,

totaling the amount of $ 1,509,375 .

The 149,443 shares were issued

at the price of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at issuance on January 9, 2024 was $ 2.82

per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior underwriting costs

accounted for in equity.

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.

April 15, 2025, the Board of Directors of the Company awarded Chairman and Chief Executive Officer Chan Heng Fai 1,000,000 restricted

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

The Shares were granted to Mr.

Chan as a compensation for services

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

Under the terms

and conditions of the award, the Shares may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of until April

The Shares are not part of Mr.

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

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

Company generally rents its SFRs under lease agreements with a term of one or two years.

Future minimum rental revenue under existing

leases on our properties at March 31, 2025 in each calendar year through the end of their terms are as follows:

leases on our properties at June 30, 2025 in each calendar year through the end of their terms are as follows:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

5 unchanged sentences

The Company pays its property managers a monthly property management fee for each property unit and a leasing fee.

For the three months ended March 31, 2025 and 2024, property management fees incurred by the property managers were $ 35,640 and $ 35,010 ,

respectively.

For the three months ended March 31, 2025 and 2024, leasing fees incurred by the property managers were $ 13,845 and $ 10,260 ,

For the three months ended June 30, 2025 and 2024, property management fees incurred by the property managers were $ 35,730 and $ 35,730 ,

respectively.

For the six months ended June 30, 2025 and 2024, property management fees incurred by the property managers were $ 71,370

and $ 70,740 , respectively.

For the three months ended June 30, 2025 and 2024, leasing fees incurred by the property managers were $ 15,645

and $ 24,005 , respectively.

For the six months ended June 30, 2025 and 2024, leasing fees incurred by the property managers were $ 29,490

and $ 34,265 , respectively.

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

1 unchanged sentence

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

Unrealized Gains

and Losses on

Security Investment

Currency Translations

Foreign Currency Translations

Minority Interest

2 unchanged sentences

$ ( 849,862 )

Other Comprehensive Income

Other Comprehensive Income (Loss)

Balance at March 31, 2025

$ ( 2,745,300 )

Other Comprehensive Income

Balance at June 30, 2025

Unrealized Gains

and Losses on

Security Investment

Currency Translations

Foreign Currency Translations

Minority Interest

1 unchanged sentence

$ ( 119,566 )

Other Comprehensive Loss

( 1,006,759 )

Balance at March 31, 2024

$ ( 1,112,437 )

Balance Beginning

$ ( 1,112,437 )

Other Comprehensive Loss

Other Comprehensive (Loss) Income

( 1,071,829 )

Other Comprehensive Income

( 1,054,487 )

Balance at March 31, 2024

Balance at June 30, 2024

$ ( 2,184,266 )

Balance at Ending

Balance Ending

$ ( 2,184,266 )

1 unchanged sentence

assets measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as

of March 31, 2025 and December 31, 2024:

of June 30, 2025 and December 31, 2024:

SCHEDULE OF FINANCIAL ASSETS

MEASURED AT FAIR VALUE ON A RECURRING BASIS

Value Measurement Using

March 31, 2025

Investment Securities- Fair Value

Fair Value Measurement Using

June 30, 2025

Investment Securities- Fair Value Option

Investment Securities- Trading

3 unchanged sentences

Convertible Loan Receivable - VEII

Convertible Loan Receivable

Convertible Loan Receivable - SHRG

Total Assets at Fair Value

Value Measurement Using

Fair Value Measurement Using

December 31, 2024

Investment Securities- Fair Value

Investment Securities- Fair Value Option

Investment Securities- Trading

3 unchanged sentences

Convertible Loan Receivable - VEII

Convertible Loan Receivable

Convertible Loan Receivable - SHRG

Total Investment in Securities at Fair Value

loss on investment securities for the three months ended March 31, 2025 was $ 180,096 and realized loss on investment securities for the

three months ended March 31, 2024 was $ 152,468 .

Unrealized gain on securities investment was $ 3,520,747 and unrealized loss was $ 5,265,817

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

These gains and losses were recorded directly to net loss.

loss on investment securities for the three months ended June 30, 2025 was $ 2,929,288 and realized loss on investment securities for

the three months ended June 30, 2024 was $ 192,205 .

Realized loss on investment securities for the six months ended June 30, 2025 was

$ 3,109,384 and realized loss on investment securities for the six months ended June 30, 2024 was $ 344,673 .

Unrealized gain on securities

investment was $ 2,236,652 and unrealized loss was $ 1,676,711 in the three months ended June 30, 2025 and 2024, respectively.

loss on securities investment was $ 1,284,095 and $ 3,589,106 loss in the six months ended June 30, 2025 and 2024, respectively.

gains and losses were recorded directly to net loss.

trading stocks, we use Bloomberg Market stock prices as the share prices to calculate fair value.

2 unchanged sentences

The following chart shows details of the fair value of equity security

investment at March 31, 2025 and December 31, 2024, respectively.

investment at June 30, 2025 and December 31, 2024, respectively.

SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT

Investment in Securities at Fair

Value – Related Party

Impact Biomedical (Related

Investment in Securities at Fair Value –

Related Party

Investment in Securities

at Fair Value

Level 1 Equity Securities

Investment in Securities at Fair Value

DSS (Related Party)

Investment in Securities at Fair Value – Related Party

Trading Stocks

Investment in Securities at Fair Value

Value Exchange (Related

Total Level 1 Equity Securities

Investment in Securities at Fair Value

Related Party

New Electric CV (Related

Investment in Securities at Fair Value

Related Party

Sharing Services (Related

Value Exchange (Related Party)

Investment in Securities at Fair Value – Related Party

New Electric CV (Related Party)

Investment in Securities at Fair Value – Related Party

Sharing Services (Related Party)

Investment in Securities at Fair Value – Related Party

Trading Stocks

Investment in Securities at Fair Value

Related Party

Investment in Securities

at Fair Value

Level 2 Equity Securities

Total Level 2 Equity Securities

Investment in Securities at Cost

2 unchanged sentences

Investment in Securities at Cost

Investment in Securities

Equity Securities

Investment in Securities at Fair

Value – Related Party

Investment in Securities

at Fair Value

Level 1 Equity Securities

Investment in Securities at Fair Value

Value Exchange (Related

HapiTravel Holding

Investment in Securities at Cost

AES Group Co.

Investment in Securities at Cost

Total Equity Securities

DSS (Related Party)

Investment in Securities at Fair Value – Related Party

Trading Stocks

Investment in Securities at Fair Value

Related Party

Sharing Services (Related

Total Level 1 Equity Securities

Investment in Securities at Fair Value

Related Party

New Electric CV (Related

Investment in Securities at Fair Value

Related Party

Impact BioMedical (Related

Value Exchange (Related Party)

Investment in Securities at Fair Value – Related Party

Sharing Services (Related Party)

Investment in Securities at Fair Value – Related Party

New Electric CV (Related Party)

Investment in Securities at Fair Value – Related Party

Impact BioMedical (Related Party)

Investment in Securities at Fair Value – Related Party

Trading Stocks

Investment in Securities at Fair Value

Related Party

Investment in Securities

at Fair Value

Level 2 Equity Securities

Total Level 2 Equity Securities

Investment in Securities at Cost

2 unchanged sentences

Investment in Securities at Cost

Investment in Securities

Equity Securities

HapiTravel Holding

Investment in Securities at Cost

Total Equity Securities

in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments.

2 unchanged sentences

in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during

the three months ended March 31, 2025 and 2024:

the six months ended June 30, 2025 and 2024:

SCHEDULE OF CHANGE IN FAIR VALUE

1 unchanged sentence

Balance at March 31, 2025

Balance at June 30, 2025

Balance at January 1, 2024

Balance at March 31, 2024

Balance at June 30, 2024

Com Convertible Bond

9 unchanged sentences

of 988,390,000 at December 31, 2022.

The Company did not exercise any warrants during three months ended March 31, 2025 and the year

ended December 31, 2024.

We value NECV warrants under level 3 category through a Black Scholes option pricing model and the fair value

of the warrants from NECV was $ 973 as of March 31, 2025 and December 31, 2024.

fair value of the NECV warrants under level 3 category as of March 31, 2025 and December 31, 2024 was calculated using a Black-Scholes

The Company did not exercise any warrants during six months ended June 30, 2025 and the year ended

December 31, 2024.

We value NECV warrants under level 3 category through a Black Scholes option pricing model and the fair value of the

warrants from NECV was $ 973 as of June 30, 2025 and December 31, 2024.

fair value of the NECV warrants under level 3 category as of June 30, 2025 and December 31, 2024 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

June 30, 2025

December 31, 2024

Exercise price

6 unchanged sentences

transaction, refer to Note 7 - Related Party Transactions, Note Receivable from a Related Party Company .

As of March 31, 2025

and December 31, 2024, the fair value of the warrants was $ 477,419 and $ 1,299,973 , respectively.

As of June 30, 2025 and

December 31, 2024, the fair value of the warrants was $ 477,419 and $ 1,299,973 , respectively.

The Company did not exercise any warrants

during the three months March 31, 2025 and the year ended December 31, 2024.

fair value of the VEII warrants under level 2 category as of March 31, 2025, and December 31, 2024 was calculated using a Black-Scholes

during the six months June 30, 2025 and the year ended December 31, 2024.

The fair value of the VEII warrants under level 2 category as of June 30, 2025, and December 31, 2024 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

June 30, 2025

December 31, 2024

Exercise price

10 unchanged sentences

any of the warrants.

As of March 31, 2025 and December 31, 2024, the fair value of the warrants was $ 13,994 and $ 13,272 , respectively.

fair value of the 148,810 SHRG warrants under level 2 category as of March 31, 2025 and December 31, 2024, was calculated using binomial

As of June 30, 2025 and December 31, 2024, the fair value of the warrants was $ 110 and $ 13,272 , respectively.

fair value of the 148,810 SHRG warrants under level 2 category as of June 30, 2025 and December 31, 2024, was calculated using binomial

option pricing model valued with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

June 30, 2025

December 31, 2024

Exercise price

13 unchanged sentences

contemplated by the Convertible Note nor exercised any of the warrants.

As of March 31, 2025, the fair value of the warrants was $ 87,131 .

fair value of the 937,500 SHRG warrants under level 2 category as of March 31, 2025, was calculated using binomial option pricing model

As of June 30, 2025, the fair value of the warrants was $ 638 .

fair value of the 937,500 SHRG warrants under level 2 category as of June 30, 2025, was calculated using binomial option pricing model

valued with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

June 30, 2025

Exercise price

9 unchanged sentences

of the convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted

During the six months ended June 30, 2025, the Company reclassified “Investment in securities at fair value

– related party,” “Investment in security at cost,” “Investment in equity method securities” and some

of “Convertible Loan Receivables at Fair Value – Related Party” from current assets to noncurrent assets in the consolidated

balance sheet based on management’s assessment of the expected holding period.

This change in classification had no impact on the

Company’s consolidated statements of operations, cash flows, or shareholders’ equity.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

$ 23,020 per month.

Our total rent expense under these office leases was $ 235,500 and $ 292,719 in the three months ended March 31, 2025

Our total rent expense under these office leases was $ 93,038 and $ 313,955 in the three months ended June 30, 2025

and 2024, respectively.

The total cash paid for rent under these office leases was $ 222,773 and $ 272,844 in the three months ended March

Our total rent expense under these office leases was $ 328,538 and $ 606,674 in the six months ended June, 2025

and 2024, respectively.

The total cash paid for rent under these office leases was $ 423,737 and $ 602,584 in the six months ended June

30, 2025 and 2024, respectively.

The following table outlines the details of lease terms:

SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL

Term as of March 31, 2025

Term as of June 30, 2025

2023 to May 2026

3 unchanged sentences

2022 to August 2025

Korea – HWH World

2022 to July 2025

Maryland, USA

18 unchanged sentences

The Company’s weighted-average remaining lease term relating to its operating

leases are 2.10 years, with a weighted-average discount rate of the 3.65 % .

leases is 2.02 years, with a weighted-average discount rate of 3.76 %.

The balances of operating lease right-of-use assets and operating

lease liabilities as of March 31, 2025 were $ 1,390,041 and $ 1,457,054 , respectively.

lease liabilities as of June 30, 2025 were $ 1,197,576 and $ 1,280,867 , respectively.

The balance of operating lease right-of-use assets

and operating lease liabilities as of December 31, 2024 were $ 1,468,913 and $ 1,525,169 , respectively.

table below summarizes future payments due under these leases as of March 31, 2025.

the Twelve Months Ending March 31:

table below summarizes future payments due under these leases as of June 30, 2025.

the Twelve Months Ending June 30:

SCHEDULE OF LEASE PAYMENTS

2 unchanged sentences

Present Value of Future Minimum Lease Payments

Current Obligations

Current Obligations under Leases

Long-term Lease Obligations

4 unchanged sentences

lease termination.

As of March 31, 2025 and December 31, 2024, the security deposits held in the trust account were $ 295,723 and $ 303,518 ,

As of June 30, 2025 and December 31, 2024, the security deposits held in the trust account were $ 284,148 and $ 303,518 ,

respectively.

SUBSEQUENT EVENTS

Facility Agreement with HWH

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

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

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

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

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

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

Financial Support to HWH dated March 28, 2025.

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

altered by the Amendment.

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.

compensation for services rendered to the Company pursuant to the Company’s 2025 Incentive Compensation Plan, as adopted on March

Under the terms and conditions of the award, the Shares may not be sold, assigned, transferred, pledged, encumbered or otherwise

disposed of until April 15, 2026.

The Shares are not part of Mr.

Chan’s regular annual compensation and will not be awarded on

a regularly recurring basis.

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

April 17, 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 $ 250,000 .

The maturity date of the Loan Agreement is April 17, 2026 .

The Loan Agreement bears an 8 % interest rate.

Additionally, upon execution

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

of IBO Shares

April 1, 2025 and April 4, 2025, the Company and its subsidiaries Alset International Limited and Global Biomedical Pte.

sold the Company’s entire equity interest in Impact Biomedical Inc.

IBO) (“Impact”) consisting of 4,268,165

shares of Impact’s common stock.

The disposition of the Impact stock was made through several sales on the market through a broker.

Chan Heng Fai, our Chairman and Chief Executive Officer, is a director of Impact.

Acquisition of New Energy Asia Pacific Inc.

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

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

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

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 %

Under 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.

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.

July 23, 2025, the Company completed the purchase of New Energy Asia Pacific Inc.

(“NEAPI”), as described in the Company’s

current report on Form 8-K filed with the U.S.

Securities and Exchange Commission (the “SEC”) on May 22, 2025 and the Company’s

definitive information statement as filed with the SEC on July 1, 2025.

previously reported, the Company entered into the Stock Purchase Agreement dated as of May 22, 2025 with Chan Heng Fai, the Company’s

Chairman, Chief Executive Officer and largest stockholder, pursuant to which the Company purchased from Mr.

Chan all of the outstanding

shares of NEAPI for a purchase price of $ 83,000,000 in the form of a promissory note convertible into newly issued shares of the Company’s

common stock (the “Convertible Note”).

The Convertible Note bore a simple interest rate of 1 % per annum.

Under the terms

of the Convertible Note, Mr.

Chan was able to convert any outstanding principal and interest into shares of the Company’s common

stock at $ 3.00 per share prior to maturity of the Convertible Note five (5) years from the date of the Convertible Note.

Upon maturity

of the Convertible Note any outstanding principal and accrued interest accrued thereunder would be automatically be converted into shares

of the Company’s common stock at the conversion rate.

On July 23, 2025, Mr.

Chan converted the entire balance

of the $ 83,000,000 Convertible Note into 27,666,667 restricted shares of the Company’s common stock.

Such securities were not registered

under the Securities Act of 1933 and were issued pursuant to the exemption under Section 4(2) of the Securities Act.

NEAPI owns 41.5 % of the issued and outstanding shares

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

New Energy focuses on distributing all-electric

versions of special-purpose and transportation vehicles, charging stations and batteries.

Chan Heng Fai, the Company’s Chairman, Chief

Executive Officer and largest stockholder is a member of the Board of Directors of New Energy.

Lui Wai Leung Alan, the Company’s

Co-Chief Financial Officer, is also a member of the Board of Directors of New Energy.

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 1. Financial Statements