What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-15 · 232 added, 189 removed, 339 unchanged (55% of the section changed)

14 unchanged sentences

We manage a significant portion of our

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

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

Stock Exchange.

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

and Asian subsidiaries), we are actively developing real

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

In our digital transformation technology segment, we focus on serving

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

Our biohealth segment includes the sale

of consumer products.

and Asian subsidiaries), we are actively

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

In our digital transformation technology segment, we

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

Our biohealth segment

includes the sale of consumer products.

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

(described in further

detail below).

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

Montgomery and Harris Counties, Texas.

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

in further detail below).

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

in Montgomery and Harris Counties, Texas.

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

Pacific Bancorp Inc.

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

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

and a 35.3% equity interest in Impact BioMedical Inc.

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

APF is a financial network holding company.

DSS is a multinational

company operating businesses with five divisions:

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

and investment management.

is listed on the NYSE American (NYSE:

DSS is a multinational company operating businesses with five divisions:

product packaging,

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

is listed on the NYSE American

Value Exchange International, Inc.

is a provider

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

Sharing Services Global Corporation (OTC

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

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

competencies, and geographic reach.

Impact BioMedical Inc.

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

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

healthcare, and wellness products in the United States.

Impact BioMedical Inc.

is listed on NYSE American (NYSE:

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

Sharing Services Global Corporation, is a publicly traded company dedicated to building shareholder

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

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

Sharing Services Global Corporation is traded on the OTC Markets.

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

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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.

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

Notes to the Financial Statements.

Stock Compensation

On April 15, 2025, the Board of

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

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

(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.

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

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 compensation for services rendered

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

Under the terms and conditions

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

Shares are not part of Mr.

Chan as compensation for services

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

Under the terms

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

The Shares are not part of Mr.

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

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

Notice from NASDAQ

On May 13, 2025, the Company received

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

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

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

compliance with the minimum bid price requirement.

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

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 17, 2025, Alset Inc.

(the “Company”) received notice from the Nasdaq Listing Qualifications Staff (the “Staff”)

that the Staff has determined that the Company has regained compliance with Nasdaq’s minimum $1 bid price per share requirement.

While the Company has regained compliance with the Minimum Bid Price Requirement, there can be no assurance that the Company will be

able to maintain compliance with the Minimum Bid Price Requirement in the future.

of the Merger of Alset Capital Acquisition Corp.

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HWH International Inc.

seeks to develops new pathways

seeks to develop new pathways

to help people in their pursuit of health, wealth and happiness.

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the “Agreements”):

(i) Alset International Limited (which is HWH’s majority stockholder);

(i) Alset International Limited (significant stockholder of HWH);

and (ii) Alset Inc.

in turn is Alset International Limited’s majority stockholder).

Each Agreement converts debt owed by HWH to the respective creditor

into shares of HWH’s common stock.

(which in turn is

Alset International Limited’s majority stockholder).

Each Agreement converts debt owed by HWH to the respective creditor into shares

of HWH’s common stock.

the terms of their respective Agreements, Alset Inc.

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majority owned subsidiary, Alset International Limited.

Pursuant to the Stock Purchase Agreement, the Company will purchase 6,500,000

shares (the “Shares”) of HWH International Inc.

Pursuant to the Stock Purchase Agreement, the Company purchased 6,500,000 shares

(the “Shares”) of HWH International Inc.

(the Nasdaq-listed company).

As consideration for the Shares, the Company

will issue a secured promissory note to Alset International Limited in the original principal amount of $4,095,000 (the “Promissory

The Promissory Note bears an interest rate of 5% per annum and a maturity date of September 26, 2026, and will be secured

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

As consideration for the Shares, the Company issued

a secured promissory note to Alset International Limited in the original principal amount of $4,095,000 (the “Promissory Note”).

The Promissory Note bears an interest rate of 5% per annum and a maturity date of September 26, 2026, and is secured by collateral specified

in a security agreement between the Company and Alset International Limited.

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

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

The selling price of these lots was anticipated to

equal approximately $3.3 million.

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

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

The sale of 63 lots at Alset Villas closed

on December 16, 2024 generating approximately $3.8 million.

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

generating approximately $3.8 million.

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

The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.

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

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

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

Advances of the principal under the

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

Each Advance under the 3 rd VEII Credit Agreement

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

for an unsecured credit line in the maximum amount of $110,000.

Advances of the principal under the 3 rd VEII Credit Agreement

accrue simple interest at 8% per annum.

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

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

(1) repaid in cash;

(2) converted into shares of VEII

Common Stock;

or (3) be repaid in a combination of cash and shares of VEII Common Stock.

The principal amount of each Advance under the

3 rd VEII Credit Agreement is due and payable on the third (3rd) annual anniversary of the date that the Advance is received

by VEII along with any unpaid interest accrued on the principal (the “Advance Maturity Date”).

Prior to the Advance Maturity

Date, unpaid interest accrued on any Advance shall be paid on the last business day of June and on the last business day of December

of each year in which the Advance is outstanding and not converted into shares of VEII Common Stock.

Company may prepay any Advance under

the 3 rd VEII Credit Agreement and interests accrued thereon prior to Advance Maturity Date without penalty or charge.

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

(2) converted into shares of VEII Common Stock;

or (3) be repaid

in a combination of cash and shares of VEII Common Stock.

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

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

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

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

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

outstanding and not converted into shares of VEII Common Stock.

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

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

At the time of this filing, the Company has not

converted the Loan Amount.

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

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

The fair value of this convertible note on March 31,

2025 was $28,543.

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

– Investments Measured at Fair Value, Convertible

Note Receivables).

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

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

the Loan Amount.

Company currently owns a total of 21,179,275 shares (representing approximately 45.8%) of VEII.

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In addition to Mr.

Chan, two other members of the Board of Directors

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 and Wong Tat Keung).

are also members of the Board of Directors of VEII (Wong Shui Yeung, Wong Tat Keung, and Lim Sheng Hon Danny).

of Convertible Loans to Sharing Services Global Corp.

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entered into a securities purchase agreement with SHRG, pursuant

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

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

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

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

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

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

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

At the time of this filing, HWH

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

SHRG Convertible Note bears a 6% interest rate and has scheduled maturity on March 20, 2027.

At the time of this filing, HWH has not

converted any of the debt contemplated by the 2 nd SHRG Convertible Note nor exercised any of the warrants.

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

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

January 15, 2025, HWH International Inc.

(“HWH”) entered into a Loan Agreement (the “Loan Agreement”) with Sharing

Services Global Corp., an affiliate of the Company (“SHRG”), under which HWH provided a loan to SHRG in the amount of $150,000.

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

closing market price of SHRG stock within the last three (3) days from the date of maturity of the Loan Agreement, January 15, 2026.

The Loan Agreement bears an 8% interest rate.

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

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.

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

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

The 6 th SHRG Convertible Note

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

date of the securities purchase agreement.

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

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.

Acquisition of New Energy Asia Pacific Inc.

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

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

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

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

note to be issued to the Seller.

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

Energy”), a Hong Kong corporation.

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

Term Sheet (the “Amended Term Sheet”).

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

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

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

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

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

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

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

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

The Company anticipates entering into definitive agreements in the immediate

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

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

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

of $0.85 per share, for an aggregate purchase price of $796,875.

The 6 th SHRG Convertible Note bears an 8% interest rate.

At the time of filing, HWH has not converted any of the debt contemplated by the 6 th SHRG Convertible Note nor exercised any

of the warrants.

June 27, 2025, HWH entered into a securities purchase agreement with SHRG pursuant to which the Company 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 27, 2028.

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

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.

NEAPI owns 41.5%

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

parties 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 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

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

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

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

of DSS Shares

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

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

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

stockholders and no objection from the Nasdaq.

The parties subsequently mutually agreed not to proceed with this transaction.

that May or Are Currently Affecting Our Business

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of Operations

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

of Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Three- Months Ended

Six-months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Operating Expenses

1 unchanged sentence

$ (3,936,518 )

Other Expenses

$ (8,854,844 )

$ (12,289,237 )

Other (Expenses) Income

$ (6,085,681 )

$ (11,615,507 )

$ (3,387,772 )

Income Tax Expense

1 unchanged sentence

$ (1,149,965 )

$ (18,346,034 )

$ (8,463,756 )

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

Three-months Ended

June 30, 2025

June 30, 2024

Total Revenue

Six-months Ended

June 30, 2024

June 30, 2025

$ (5,024,158 )

1 unchanged sentence

$ (5,045,988 )

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

The decrease in revenue is mainly caused

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

was $1,098,962 and $1,127,046 for the three months ended June 30, 2025 and 2024, respectively.

Revenue was $2,167,265 and $7,213,253

for the six months ended June 30, 2025 and 2024, respectively.

The decrease in revenue is mainly caused by the fact that the remaining

properties in the Lakes at Black Oak and Alset Villas projects were sold in 2024.

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

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

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

The Company expects that

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

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

Inc (“HWH World”).

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

HWH World recognized $0 and $535

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

from rental business was $716,042 and $705,011 in the three months ended June 30, 2025 and 2024, respectively.

Revenue from rental business

was $1,433,847 and $1,425,505 in the six months ended June 30, 2025 and 2024, respectively.

The Company expects that the revenue from

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

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

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addressed as one independent category.

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

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

In the three months ended June 30, 2025 and 2024, the revenue from other businesses was $382,920

and $422,035, respectively.

In the six months ended June 30, 2025 and 2024, the revenue from other businesses was $733,418 and $755,248,

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

of Revenues and Operating Expenses

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

Three-months Ended

June 30, 2025

June 30, 2024

Total Cost of Revenues

Six-months Ended

June 30, 2025

June 30, 2024

$ (3,926,561 )

1 unchanged sentence

$ (3,867,750 )

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

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

The last lots

in Lakes at Black Oak project were sold during 2024.

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

The decrease of gross

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

of revenues increased from $829,958 in the three months ended June 30, 2024 to $843,046 in the three months ended June 30, 2025.

of revenues decreased from $5,488,325 in the six months ended June 30, 2024 to $1,620,575 in the six months ended June 30, 2025.

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

The last lots in

Lakes at Black Oak project were sold during 2024.

gross margin decreased from $297,088 to $255,916 in the three months ended June 30, 2024 and 2025, respectively.

The gross margin decreased

from $1,724,928 to $546,690 in the six months ended June 30, 2024 and 2025, respectively.

The decrease of gross margin was caused by

the decrease in sales in the Lakes at Black Oak Project.

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

Three-months Ended

June 30, 2025

June 30, 2024

Digital Transformation Technology

Total Operating Expenses

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

of goodwill and note receivable.

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

by $450,000 in December 2024.

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

Six-months Ended

June 30, 2025

June 30, 2024

Digital Transformation Technology

Total Operating Expenses

increase of operating expenses in the first six months of 2025 compared to the same period of 2024 was mostly caused by the bonus paid

Income (Expense)

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

months ended March 31, 2024.

the three months ended June 30, 2025, the Company had other expense of $6,085,681 compared to other income of $1,659,507 in the three

months ended June 30, 2024.

In the six months ended June 30, 2025, the Company had other expense of $11,615,507 compared to other expense

of $3,387,772 in the six months ended June 30, 2024 .

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

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

ended March 31, 2024.

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

March 31, 2024.

Foreign exchange transaction

loss was $4,834,398 in the three months ended June 30, 2025, compared to $845,350 gain in the three months ended June 30, 2024.

exchange transaction loss was $6,243,500 in the six months ended June 30, 2025, compared to $2,038,986 gain in the six months ended June

the three months ended June 30, 2025 the Company had net loss of $8,841,142 compared to net loss of $1,149,965 in the three months ended

June 30, 2024.

In the six months ended June 30, 2025, the Company had net loss of $18,346,034 compared to net loss of $8,463,756 in the

six months ended June 30, 2024.

and Capital Resources

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

real estate assets have decreased to $30,158,311 as of June 30, 2025 from $30,695,669 as of December 31, 2024.

This decrease reflects

depreciation expenses on the rental properties.

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

cash has decreased from $27,243,787 as of December 31, 2024 to $25,584,862 as of June 30, 2025.

Our liabilities decreased from $6,563,126

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

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

at December 31, 2024 to $4,738,149 at June 30, 2025.

Our total assets have decreased to $86,011,525 as of June 30, 2025 from $96,761,977

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

38 unchanged sentences

our operations for at least the next 12 months.

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

of Cash Flows for the Six Months Ended June 30, 2025 and 2024

Six-months Ended

Net cash used in operating activities

1 unchanged sentence

$ (5,897,249 )

Net cash used in investing activities

$ (1,758,503 )

Net cash provided by investing activities

Net cash provided by (used in) financing activities

$ (21,351,570 )

Flows from Operating Activities

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

cash used in operating activities was $6,374,812 in the first six months of 2025, as compared to net cash used in operating activities

of $5,897,249 in the same period of 2024.

2 unchanged sentences

Flows from Investing Activities

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

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

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

cash provided by investing activities was $19,616,855 in the six months ended June 30, 2024, compared to net cash provided of $1,675,912

in the six months ended June 30, 2025.

In the six months ended June 30, 2025, the Company issued $910,193 in loans to related parties

and spent $144,842 to purchase fixed assets.

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

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

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

At the same time, we received $117,804 from repayment of related party loan and $2,613,143

from the sale of securities of a related party.

In the six months ended June 30, 2024 issued $1,118,864 in loans to related parties and

$577,285 in loans receivable.

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

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

Flows from Financing Activities

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

in the three months ended March 31, 2024.

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

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

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

In the first three months

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

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

cash provided by financing activities was $2,326,244 in the six months ended June 30, 2025, compared to net cash used of $21,351,570

in the six months ended June 30, 2024.

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

issuing common stock of $2,614,983.

In that same period, the Company repaid $261,097 of note payable and repurchased its own stock for

The cash used in financing activities in the first six months of 2024 is caused by repayment of $378,960 of note payable and

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

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

believe that inflation has not had a material impact on our results of operations for the six months ended June 30, 2025 or the year

ended December 31, 2024.

2 unchanged sentences

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

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

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

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

24 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis