Alset Inc. 10-Q

Item 1. Financial Statements. Alset Inc. and Subsidiaries Condensed Consolidated Balance Sheets June 30, 2025 December 31, 2024 Assets: Current Assets: Cash and Cash Equivalents $ 25,584,862 $ 27,243,787 Restricted Cash 107,928 939,939 Account Receivables, Net 79,749 75,646 Other Receivables, Net 9,301,124 6,251,219 Note Receivables - Related Parties, Net 1,518,111 1,679,822 Convertible Loan Receivables at Fair Value - Related Party 178,565 1,782,376 Prepaid Expense 162,951 207,483 Inventory 9,797 4,913 Investment in Securities at Fair Value 7,016,002 4,673,530 Investment in Securities at Fair Value - Related Party - 12,342,624 Investment in Securities at Fair Value - 12,342,624 Investment in Securities at Cost - 17,462 Investment in Equity Method Securities - 4,331,046 Deposits 47,448 210,495 Total Current Assets 44,006,537 59,760,342 Noncurrent Assets: Real Estate - Rental Properties 30,158,311 30,695,669 Operating Lease Right-Of-Use Assets, Net 1,197,576 1,468,913 Deposits 234,372 272,281 Convertible Loan Receivables at Fair Value - Related Party 1,738,147 - Investment in Securities at Fair Value - Related Party 4,961,358 - Investment in Securities at Cost 18,156 - Investment in Equity Method Securities 3,020,131 - Other Receivables - Long Term, Net - 3,970,149 Property and Equipment, Net 676,937 594,623 Total Assets $ 86,011,525 $ 96,761,977 Liabilities and Stockholders’ Equity: Current Liabilities: Accounts Payable and Accrued Expenses $ 2,188,191 $ 3,605,863 Deferred Revenue 15,631 - Operating Lease Liabilities 696,534 531,885 Notes Payable 1,152,163 1,323,059 Notes Payable - Related Parties 18,503 15,794 Notes Payable 18,503 15,794 Total Current Liabilities 4,071,022 5,476,601 Long-Term Liabilities: Operating Lease Liabilities 584,333 993,284 Notes Payable 82,794 93,241 Total Liabilities 4,738,149 6,563,126 Commitments and Contingencies (Note 12) - - Stockholders’ Equity: Preferred Stock, $ 0.001 par value; 25,000,000 shares authorized, none issued and outstanding - - Common Stock, $ 0.001 par value; 250,000,000 shares authorized; 11,709,219 and 9,235,119 shares issued and outstanding on June 30, 2025 and December 31, 2024, respectively 11,709 9,235 Additional Paid in Capital 337,071,493 334,023,233 Accumulated Deficit ( 268,406,458 ) ( 251,851,540 ) Accumulated Other Comprehensive Income (Loss) 4,138,435 ( 849,862 ) Total Alset Inc. Stockholders’ Equity 72,815,179 81,331,066 Non-Controlling Interests 8,458,197 8,867,785 Total Stockholders’ Equity 81,273,376 90,198,851 Total Liabilities and Stockholders’ Equity $ 86,011,525 $ 96,761,977 See accompanying notes to condensed consolidated financial statements. F- 1 Alset Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Other Comprehensive Income For the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) 2025 2024 2025 2024 Three- Months Ended June 30, Six- Months Ended June 30, 2025 2024 2025 2024 Revenue Rental $ 716,042 $ 705,011 $ 1,433,847 $ 1,425,505 Property - - - 5,032,500 Other 382,920 422,035 733,418 755,248 Total Revenue 1,098,962 1,127,046 2,167,265 7,213,253 Operating Expenses Cost of Sales 843,046 829,958 1,620,575 5,488,325 General and Administrative 2,954,942 2,798,137 6,550,354 6,048,990 Impairment of Note Receivable, Goodwill and Investment 56,435 308,423 683,915 751,922 Total Operating Expenses 3,854,423 3,936,518 8,854,844 12,289,237 Loss from Operations ( 2,755,461 ) ( 2,809,472 ) ( 6,687,579 ) ( 5,075,984 ) Other Non-Operating Income (Expense) Interest Income 81,706 122,415 174,594 343,155 Interest Income - Related Party 60,926 55,849 112,555 84,438 Interest Income 60,926 55,849 112,555 84,438 Interest Expense ( 32,085 ) ( 94,091 ) ( 83,203 ) ( 113,214 ) Gain on Disposal of a Subsidiary 384,356 - 384,356 - Foreign Exchange Transaction (Loss) Gain ( 4,834,398 ) 845,350 ( 6,243,500 ) 2,038,986 Unrealized (Loss) Gain on Securities Investment ( 551,910 ) 247,319 ( 271,002 ) 423,953 Unrealized Gain (Loss) on Securities Investment - Related Party 2,788,562 1,429,392 ( 1,013,093 ) ( 4,013,059 ) Unrealized Gain (Loss) on Securities Investment 2,788,562 1,429,392 ( 1,013,093 ) ( 4,013,059 ) Realized Loss on Securities Investment ( 490,440 ) ( 192,205 ) ( 670,536 ) ( 344,673 ) Realized Loss on Securities Investment - Related Party ( 2,438,848 ) - ( 2,438,848 ) - Realized Loss on Securities Investment ( 2,438,848 ) - ( 2,438,848 ) - Loss on Equity Method Investment ( 679,347 ) ( 856,724 ) ( 1,310,915 ) ( 1,978,142 ) Other Expense ( 472,780 ) ( 36,999 ) ( 473,981 ) ( 38,570 ) Other Income 98,577 139,201 218,066 209,354 Total Other Non-Operating (Expense) Income, Net ( 6,085,681 ) 1,659,507 ( 11,615,507 ) ( 3,387,772 ) Net Loss Before Income Taxes ( 8,841,142 ) ( 1,149,965 ) ( 18,303,086 ) ( 8,463,756 ) Income Tax Expense - - ( 42,948 ) - Net Loss ( 8,841,142 ) ( 1,149,965 ) ( 18,346,034 ) ( 8,463,756 ) Net (Loss) Income Attributable to Non-Controlling Interest ( 619,701 ) 89,149 ( 1,791,116 ) ( 454,985 ) Net Loss Attributable to Common Stockholders $ ( 8,221,441 ) $ ( 1,239,114 ) $ ( 16,554,918 ) $ ( 8,008,771 ) Net Loss $ ( 8,841,142 ) $ ( 1,149,965 ) $ ( 18,346,034 ) $ ( 8,463,756 ) Other Comprehensive Loss Foreign Currency Translation Adjustment 4,577,462 ( 1,253,895 ) 5,994,872 ( 2,064,408 ) Total Comprehensive Loss ( 4,263,680 ) ( 2,403,860 ) ( 12,351,162 ) ( 10,528,164 ) Less Comprehensive Income (Loss) Attributable to Non- Controlling Interests 34,252 ( 93,209 ) ( 935,324 ) ( 351,419 ) 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 $ ( 0.71 ) $ ( 0.13 ) $ ( 1.49 ) $ ( 0.87 ) Weighted Average Common Shares Outstanding - Basic and Diluted 11,570,852 9,235,119 11,143,337 9,235,119 See accompanying notes to condensed consolidated financial statements. F- 2 Aset Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity For the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) Shares $0.001 Capital Income Deficit Equity Interests Equity Common Stock Additional Accumulated Other Total Alset Total Par Value Paid in Comprehensive Accumulated Stockholders’ Non-Controlling Stockholders’ Shares $0.001 Capital Income Deficit Equity Interests Equity Balance at January 1, 2025 9,235,119 $ 9,235 $ 334,023,233 $ ( 849,862 ) $ ( 251,851,540 ) $ 81,331,066 $ 8,867,785 $ 90,198,851 Issuance of Common Stock 1,500,000 1,500 1,203,500 - - 1,205,000 - 1,205,000 Issuance of HWH Common Stock and Warrants Exercise - - 1,033,376 - - 1,033,376 376,607 1,409,983 Gain from SHRG Warrants - - 63,859 - - 63,859 23,273 87,132 Acquisition of LEH Insurance Group LLC - - - - - - ( 1,654 ) ( 1,654 ) Change in Non-Controlling Interest - - - ( 150,783 ) - ( 150,783 ) 150,783 - Foreign Currency Translations - - - 1,215,571 - 1,215,571 201,839 1,417,410 Net Loss - - - - ( 8,333,477 ) ( 8,333,477 ) ( 1,171,415 ) ( 9,504,892 ) Balance at March 31, 2025 10,735,119 $ 10,735 $ 336,323,968 $ 214,926 $ ( 260,185,017 ) $ 76,364,612 $ 8,447,218 $ 84,811,830 Issuance of Common Stock 1,000,000 1,000 839,000 - - 840,000 - 840,000 Treasury Stock Buyback ( 25,900 ) ( 26 ) ( 27,616 ) - - ( 27,642 ) - ( 27,642 ) Reclassification of Gain from SHRG Warrants - - ( 63,859 ) - - ( 63,859 ) ( 23,273 ) ( 87,132 ) Foreign Currency Translations - - - 3,923,509 - 3,923,509 653,953 4,577,462 Net Loss - - - - ( 8,221,441 ) ( 8,221,441 ) ( 619,701 ) ( 8,841,142 ) Balance at June 30, 2025 11,709,219 $ 11,709 $ 337,071,493 $ 4,138,435 $ ( 268,406,458 ) $ 72,815,179 $ 8,458,197 $ 81,273,376 Common Stock Additional Accumulated Other Total Alset Total Par Value Paid in Comprehensive Accumulated Stockholders’ Non-Controlling Stockholders’ Shares $0.001 Capital Income Deficit Equity Interests Equity Balance at January 1, 2024 9,235,119 $ 9,235 $ 332,455,457 $ 3,609,719 $ ( 247,885,656 ) $ 88,188,755 $ 8,601,562 $ 96,790,317 Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation - - 1,098,952 - - 1,098,952 410,423 1,509,375 Gain from SHRG Convertible Note and Warrants - - 157,402 - - 157,402 58,786 216,188 Change in Non-Controlling Interest after HWH De SPAC - - - ( 13,888 ) - ( 13,888 ) 13,888 - Foreign Currency Translations - - - ( 992,871 ) - ( 992,871 ) ( 169,061 ) ( 1,161,932 ) Net Loss - - - - ( 6,769,658 ) ( 6,769,658 ) ( 544,134 ) ( 7,313,792 ) Balance at March 31, 2024 9,235,119 $ 9,235 $ 333,711,811 $ 2,602,960 $ ( 254,655,314 ) $ 81,668,692 $ 8,371,464 $ 90,040,156 Balance 9,235,119 $ 9,235 $ 333,711,811 $ 2,602,960 $ ( 254,655,314 ) $ 81,668,692 $ 8,371,464 $ 90,040,156 Adjustment of Gain from SHRG Convertible Notes - - 43,652 - - 43,652 16,255 59,907 Change in Non-Controlling Interest - - - 17,050 - 17,050 ( 17,050 ) - Foreign Currency Translations - - - ( 1,071,537 ) - ( 1,071,537 ) ( 182,358 ) ( 1,253,895 ) - Net Loss - - - - ( 1,239,114 ) ( 1,239,114 ) 89,149 ( 1,149,965 ) Balance at June 30, 2024 9,235,119 $ 9,235 $ 333,755,463 $ 1,548,473 $ ( 255,894,428 ) $ 79,418,743 $ 8,277,460 $ 87,696,203 Balance 9,235,119 9,235 333,755,463 1,548,473 ( 255,894,428 ) 79,418,743 8,277,460 87,696,203 See accompanying notes to condensed consolidated financial statements. F- 3 Alset Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2025 and 2024 (Unaudited) 2025 2024 Cash Flows from Operating Activities Net Loss from Operations $ ( 18,346,034 ) $ ( 8,463,756 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation 623,649 616,640 Non-Cash Lease Expenses 423,837 619,913 Impairment of Note Receivable, Goodwill and Investment 683,915 751,922 Gain on Sale of Stock of Subsidiary ( 384,356 ) - Foreign Transaction Loss (Gain) 6,243,500 ( 2,038,986 ) Employee Performance Share Expense 840,000 - Unrealized Loss (Gain) on Securities Investment 271,002 ( 423,953 ) Unrealized Loss on Securities Investment - Related Party 1,013,093 4,013,059 Realized Loss on Securities Investment 670,536 344,673 Realized Loss on Securities Investment-Related Party 2,438,848 - Loss on Equity Method Investment 1,310,915 1,978,142 Changes in Operating Assets and Liabilities, Net of Acquisitions Real Estate - 857,898 Real Estate Reimbursement Receivable 939,900 ( 601,996 ) Account Receivables ( 28,492 ) ( 62,112 ) Prepaid Expense 51,483 29,928 Deposits 200,956 ( 96,026 ) Trading Securities ( 1,993,298 ) ( 1,355,972 ) Inventory ( 7,068 ) 517 Accounts Payable and Accrued Expenses ( 1,004,311 ) ( 1,458,880 ) Deferred Revenue 15,631 - Operating Lease Liabilities ( 338,518 ) ( 608,260 ) Net Cash Used in Operating Activities ( 6,374,812 ) ( 5,897,249 ) Cash Flows from Investing Activities Purchase of Fixed Assets ( 144,842 ) ( 35,489 ) Purchase of Investment Securities - ( 16,478 ) Advance to Related Party - ( 550,000 ) Proceeds from Sale of Equity Security Investment to a Related Party 2,613,143 - Collection of Advance to Related Parties - 467,107 Issuing Loan Receivable - ( 577,285 ) Issuing Loan Receivable - Related Party ( 910,193 ) ( 1,118,864 ) Collection of Loan Receivable - Related Party 117,804 101,096 Cash Withdrawn from Trust Account for Redemptions - 21,102,871 Cash Withdrawn from Trust Account Available to the Company - 243,897 Net Cash Provided by Investing Activities 1,675,912 19,616,855 Cash Flows from Financing Activities Proceeds from Common Stock Issuance 2,614,983 - Buyback Treasury Stock ( 27,642 ) - Borrowing from a Commercial Loan - 130,261 Repayment to Notes Payable ( 261,097 ) ( 378,960 ) Repayment of Class A Common Stock - ( 21,102,871 ) Net Cash Provided by (Used in) Financing Activities 2,326,244 ( 21,351,570 ) 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 ( 118,280 ) ( 493,949 ) Cash and Cash Equivalents and Restricted Cash - Beginning of Period 28,183,726 27,889,293 Cash and Cash Equivalents and Restricted Cash- End of Period $ 25,692,790 $ 19,763,380 Cash and Cash Equivalents $ 25,584,862 $ 18,932,861 Restricted Cash $ 107,928 $ 830,519 Total Cash and Restricted Cash $ 25,692,790 $ 19,763,380 Supplementary Cash Flow Information Cash Paid for Interest $ 2,091 $ 38,248 Cash Paid for Taxes $ 42,948 $ - Supplemental Disclosure of Non-Cash Investing and Financing Activities Initial Recognition of ROU / Lease Liability $ 132,044 $ 597,487 Promissory Notes Received in Exchange for Sale of HWH Common Stock to Investors $ - $ 16,160,000 Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation $ - $ 1,509,375 Conversion of Ketomei Note Payable to Common Stock $ - $ 310,796 Gain from SHRG Warrants and Convertible Notes $ 87,131 $ 276,095 See accompanying notes to condensed consolidated financial statements. F- 4 Alset Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2025 and 2024 (Unaudited) 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Alset Inc. (the “Company” or “AEI”), was incorporated in the State of Delaware on March 7, 2018. AEI is a diversified holding company principally engaged through its subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong, Australia, South Korea, and the People’s Republic of China. We manage a significant portion of our businesses through our 85.8 % owned subsidiary, Alset International Limited (“Alset International”), a public company traded on the Singapore Stock Exchange. The Company has four operating segments based on the products and services we offer, which include three of our principal businesses – real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business activities. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other interim periods or for any other future years. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2024 filed on March 31, 2025. The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. F- 5 The Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of June 30, 2025 and December 31, 2024, as follows: SCHEDULE OF SUBSIDIARIES Name of subsidiary State or other jurisdiction of Attributable interest as of, consolidated under AEI incorporation or organization June 30, 2025 December 31, 2024 % % Alset Global Pte. Ltd. Singapore 100 100 Alset Business Development Pte. Ltd. Singapore 100 100 Global eHealth Limited Hong Kong 100 100 Alset International Limited Singapore 85.8 85.7 Singapore Construction & Development Pte. Ltd. Singapore 85.8 85.7 Singapore Construction Pte. Ltd. Singapore 85.8 85.7 Global BioMedical Pte. Ltd. Singapore 85.8 85.7 Health Wealth Happiness Pte. Ltd. Singapore 73.3 81.1 SeD Capital Pte. Ltd. Singapore 85.8 85.7 LiquidValue Asset Management Pte. Ltd. Singapore 85.8 85.7 Alset Solar Limited Hong Kong 85.8 85.7 Alset F&B One Pte. Ltd. Singapore 66.0 73.0 BMI Capital Partners International Limited Hong Kong 85.8 85.7 SeD Perth Pty Ltd Australia 85.8 85.7 SeD Intelligent Home Inc. United States of America 85.8 85.7 LiquidValue Development Inc. United States of America 85.8 85.7 Alset EHome Inc. United States of America 85.8 85.7 SeD USA, LLC United States of America 85.8 85.7 150 Black Oak GP, Inc. United States of America 85.8 85.7 SeD Development USA Inc. United States of America 85.8 85.7 150 CCM Black Oak, Ltd. United States of America 85.8 85.7 SeD Texas Home, LLC United States of America 100 100 SeD Ballenger, LLC United States of America 85.8 85.7 SeD Maryland Development, LLC United States of America 71.6 71.6 SeD Development Management, LLC United States of America 72.9 72.8 Hapi Metaverse Inc. United States of America 99.6 99.6 HotApp BlockChain Pte. Ltd. Singapore 99.6 99.6 HotApp International Limited Hong Kong 99.6 99.6 UBeauty Limited Hong Kong 85.8 85.7 HWH World Inc. South Korea - 81.1 BioHealth Water Inc. United States of America 85.8 85.7 Hapi Robot Pte. Ltd. (f.k.a. Impact BioHealth Pte. Ltd.) Singapore 85.8 85.7 American Home REIT Inc. United States of America 100 100 Hapi Cafe Inc. Texas, United States of America 73.3 81.1 HWH (S) Pte. Ltd. Singapore 85.8 85.7 LiquidValue Development Pte. Ltd. Singapore 100 100 LiquidValue Development Limited Hong Kong 100 100 Alset F&B Holdings Pte. Ltd. Singapore 73.3 81.1 Credas Capital Pte. Ltd. Singapore 64.3 64.2 Credas Capital GmbH Switzerland 64.3 64.2 Smart Reward Express Limited Hong Kong 99.6 49.8 * AHR Texas Two, LLC United States of America 100 100 AHR Black Oak One, LLC United States of America 85.8 85.7 AHR Texas Three, LLC United States of America 100 100 Hapi Cafe Korea Inc. South Korea 73.3 81.1 Alset Acquisition Sponsor, LLC United States of America 93.6 93.5 HWH International Inc. (f.k.a. Alset Capital Acquisition Corp.) Delaware, United States of America 73.3 81.1 Alset Spac Group Inc. United States of America 93.6 93.5 Hapi WealthBuilder Pte. Ltd. Singapore 73.3 81.1 Hapi iRobot Pte. Ltd. (f.k.a. Hapi Marketplace Pte. Ltd.) (f.k.a. HWH Marketplace Pte. Ltd.) Singapore 73.3 81.1 HWH International Inc. Nevada, United States of America 73.3 81.1 Hapi Cafe SG Pte. Ltd. Singapore 73.3 81.1 Hapi Cafe Limited Hong Kong 99.6 99.6 Hapi Group HK Limited (f.k.a. MOC HK Limited) Hong Kong 99.6 99.6 AHR Texas Four, LLC United States of America 100 100 Alset F&B (PLQ) Pte. Ltd. Singapore 73.3 81.1 Hapi Robot Service Pte. Ltd. (f.k.a. Hapi Acquisition Pte. Ltd.) Singapore 99.6 99.6 Guangdong LeFu Wealth Investment Consulting Co., Ltd. (f.k.a. Shenzhen Leyouyou Catering Management Co., Ltd.) China 99.6 99.6 Dongguan Leyouyou Catering Management Co., Ltd. China 99.6 99.6 Robot Ai Trade Pte. Ltd. Singapore 85.8 85.7 Ketomei Pte. Ltd. Singapore 40.8 * 39.7 * Hapi MarketPlace Inc. United States of America 73.3 81.1 Hapi Café Co., Ltd. Taiwan 99.6 99.6 Hapi Home Inc. United States of America 73.3 81.1 Hapi Robot Inc. United States of America 69.1 72.3 Hapi Café Sdn. Bhd. Malaysia 73.3 81.1 L.E.H. Insurance Group, LLC United States of America 44.0 * - Hapi Wealth Builder Limited Hong Kong 73.3 - LVD Merger Corp. United States of America 85.8 - Alset Real Estate Holdings Inc. United States of America 85.8 - * Although 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. F- 6 During 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 and their deconsolidation did not meet the criteria for presentation as discontinued operations under ASC 205-20. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, allowance for doubtful accounts, valuation of real estate assets, allocation of development costs and capitalized interest to sold lots, fair value of the investments, the valuation allowance of deferred taxes, and contingencies. Actual results could differ from those estimates. In our property development business, land acquisition costs are allocated to each lot based on the area method, the size of the lot compared to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project. If allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable, those costs would be allocated based on area method. When the Company purchases properties but does not receive the assessment information from the county, the Company allocates the values between land and building based on the data of similar properties. The Company makes appropriate adjustments once the assessment from the county is received. At the same time, any necessary adjustments to depreciation expense are made in the income statement. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents include cash on hand and at the bank and short-term deposits with financial institutions that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in values. F- 7 Restricted Cash As a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was required to maintain a minimum of $ 2,600,000 in an interest-bearing account maintained by the lender as additional security for the loans. The fund was required to remain as collateral for the loan and outstanding letters of credit until the loan and letters of credit are paid off in full and the loan agreement is terminated. The loan has expired during 2022 and only letters of credit were outstanding as of June 30, 2025 and December 31, 2024. On March 15, 2022 approximately $ 2,300,000 was released from collateral. On December 14, 2023 additional $ 201,751 was released from collateral. As of June 30, 2025 and December 31, 2024, the total balance of this account was $ 107,928 and $ 107,874 , respectively. Account Receivables and Allowance for Credit Losses Account 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 account receivables. The measurement and recognition of credit losses involves the use of judgment. Management’s assessment of expected credit losses includes consideration of current and expected economic conditions, market and industry factors affecting the Company’s customers (including their financial condition), the aging of account balances, historical credit loss experience, customer concentrations, customer creditworthiness, and the existence of sources of payment. The Company also establishes an allowance for credit losses for specific receivables when it is probable that the receivable will not be collected and the loss can be reasonably estimated. Account receivables considered uncollectible are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. 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 June 30, 2025 and December 31, 2024, the balance of account receivables was $ 79,749 and $ 75,646 , respectively. Other Receivables and Allowance for Credit Losses Other 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. On January 9, 2024, the Company sold 1,600,000 shares of HWH International Inc. (“HWH”) to two investors ( 800,000 shares to each). The consideration for each of the two purchases of stock was $ 8,000,000 , which was paid through the issuance of promissory notes at the purchase price of $ 10 per share. These promissory notes carry interest of 1.5 % and have maturity dates two years from the date of the notes. Each investor also entered into a Security Agreement. Security interest in the brokerage account into which each investor deposited the Shares (the “Collateral”) shall in each case serve as security for the Company’s repayment of their respective promissory notes, and repossession of such Collateral by the Company shall be the sole recourse for non-payment. On June 30, 2025, HWH’s stock price was $ 1.27 . The Company does not expect that investors will repay the promissory notes when due, as the value of the shares is significantly lower than the original purchase price of $ 10 per share. The Company expects that all the shares will be returned to the Company at the notes’ maturity date and the notes will be canceled as well. Accordingly, the Company has not recognized the receivable or any gain or loss related to the transaction. F- 8 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. As of June 30, 2025 and December 31, 2024, inventory consisted of finished goods from subsidiaries of HWH International Inc. and Hapi Metaverse Inc. The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required to write-down inventories to net realizable value. Investment Securities Investment Securities at Fair Value The Company commonly holds investments in equity securities with readily determinable fair values, equity investments without readily determinable fair values, investments accounted for under the equity method, and investments at cost. Certain of the Company’s investments in marketable equity securities and other securities are long-term, strategic investments in companies that are in various stages of development. The Company accounts for certain of its investments in equity securities in accordance with ASU 2016-01 Financial Instruments—Overall (Subtopic 825- 10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) . In accordance with ASU 2016-01, the Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price at the close of the reporting period. The Company has a portfolio of trading securities. The objective is to generate profits on short-term differences in market prices. The Company does not have significant influence over any trading securities in our portfolio and fair value of these trading securities are determined by quoted stock prices. The Company has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity method of accounting. DSS, Inc. (“DSS”), American Premium Water Corporation (“APW”, d.b.a. New Electric CV Corporation, “NECV”), Value Exchange International Inc. (“VEII”), Sharing Services Global Corp. (“SHRG”) and Impact Biomedical Inc. (“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, 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 Mr. 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). F- 9 ● The 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. The Company sold all its shareholding in Impact during first four months of 2025. Investment Securities at Cost Investments in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes in orderly transactions for the identical or similar investments of the same issuer. These investments are measured at fair value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss, 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. On September 8, 2020, the Company acquired 1,666 shares, approximately 1.45 % ownership, from Nervotec Pte Ltd (“Nervotec”), a private company, at the purchase price of $ 37,826 . The Company applied ASC 321 and measured Nervotec at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of December 31, 2024, the value of the investment in Nervotec is $ 589 , as the Company wrote off $ 37,287 of this investment. As of June 30, 2025, the value of the investment is $ 0 as the Company written of the remaining balance. During 2021, the Company invested $ 19,609 in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18 % ownership. K Beauty was established for sourcing, developing and producing variety of Korea-made beauty products as well as Korea - originated beauty contents for the purpose of distribution to HWH’s membership distribution channel. On March 14, 2024, the Company entered into shares subscription agreement to subscription of shares in Ideal Food & Beverage Pte. Ltd. (“IFBPL”) with the subscription of 19,000 shares, constituting 19 % of the shares of IFBPL. The subscription fee of $ 14,010 was paid to IFBPL on May 23, 2024. The Company impaired this investment of $ 14,010 and total impairment expenses were $ 14,205 due to weak performance of IFBPL as of December 31, 2024. On April 25, 2024, the Company entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness Pte Ltd. (“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan Heng Fai, the Company’s Executive Chairman, as a part of the Company’s strategy of building its travel business in Asia. The joint venture company (referred to here as the “JVC”) is known as HapiTravel Holding Pte. Ltd. The JVC was incorporated in July 2024 and is owned by: (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. On April 23, 2025, the Company completed the sale of HWH World Inc.(“HWHKOR”) by Health Wealth Happiness Pte. Ltd. (“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. There has been no indication of impairment or changes in observable prices via transactions of similar securities in the remaining investments and these remaining investments are still carried at cost. Equity Method Investment The Company accounts for equity investments in entities with significant influence under equity-method accounting. Under this method, the Company’s pro rata share of income (loss) from investment is recognized in the condensed consolidated statements of comprehensive income. Dividends received reduce the carrying amount of the investment. When the Company’s share of loss in an equity-method investee equals or exceeds its carrying value of the investment in that entity, the equity method investment can be reduced below zero based on losses, if the Company either is liable for the obligations of the investee or provides for losses in excess of the investment when imminent return to profitable operations by the investee appears to be assured. Otherwise, the Company does not recognize its share of equity method losses exceeding its carrying amount of the investment. Equity-method investment is reviewed for impairment by assessing if the decline in market value of the investment below the carrying value is other-than-temporary. In making this determination, factors are evaluated in determining whether a loss in value should be recognized. These include consideration of the intent and ability of the Company to hold investment and the ability of the investee to sustain an earnings capacity, justifying the carrying amount of the investment. Impairment losses are recognized in other expense when a decline in value is deemed to be other-than-temporary. F- 10 American Medical REIT Inc. LiquidValue Asset Management Pte. Ltd. (“LiquidValue”), a subsidiary of the Company, owns 16.4 % of American Medical REIT Inc. (“AMRE”) 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 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 % 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 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. American Pacific Financial, Inc. The Company owns 36.9 % of the shares of the common stock of American Pacific Financial, Inc., formerly known as American Pacific Bancorp, Inc. (“APF”). APF is organized for the purposes of being a financial network holding company, focused on providing commercial loans and on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting, and advisory capital raising services. The Company elected to apply the equity method accounting to its investment in APF, as the Company retains significant influence over APF. 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. Sentinel Brokers Company Inc. The Company’s indirect subsidiary, SeD Capital Pte Ltd (“SeD Capital”), owns 39.8 shares ( 10.4 %) of the Common Stock of Sentinel Brokers Company Inc. (“Sentinel”). Sentinel is a broker-dealer operating primarily as a fiduciary intermediary, facilitating institutional trading of municipal and corporate bonds as well as preferred stock, and is registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). The Company has significant influence over Sentinel as our CEO holds a director position on Sentinel’s Board of Directors. Additionally, DSS, of which we own 43.6% and have significant influence over, owns 80.1% of Sentinel. 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. F- 11 Investment in Debt Securities Debt securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss. Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated statements of comprehensive income. The Company monitors its investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information. On 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 Vector Com. The Company wrote off the entire value of $ 88,599 of this loan on March 31, 2024, due to poor performance of this entity. Deposits Deposits 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. Real Estate Assets Real 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”, when acquired assets are recorded at fair value. Interest, property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction period of major facilities and land improvements. The capitalization period begins when activities to develop the parcel commence and ends when the asset constructed is completed. The capitalized costs are recorded as part of the asset to which they relate and are reduced when lots are sold. The 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. The Company capitalized construction costs of approximately $ 0 and $ 4.7 million for the six months ended June 30, 2025 and 2024, respectively. F- 12 The 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. The Company did no t record impairment on any of its projects during the three and six months ended on June 30, 2025 and 2024. Rental Properties Rental properties are acquired with the intent to be rented to tenants. 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 . These homes are located in Montgomery and Harris Counties, Texas. All of these purchased homes are properties of our rental business. Investments in Single-Family Residential Properties The Company accounts for its investments in single-family residential properties as asset acquisitions and records these acquisitions at their purchase price. The purchase price is allocated between land, building and improvements based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, title fees, property inspection and valuation fees, as well as other closing costs. Building improvements and buildings are depreciated over estimated useful lives of approximately 10 to 27.5 years, respectively, using the straight-line method. The Company assesses its investments in single-family residential properties for impairment whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the asset’s carrying value with its fair value. Should impairment exist, the asset is written down to its estimated fair value. The Company did not recognize any impairment losses during three and six months ended June 30, 2025 and 2024. Rental of Model Houses In May 2023, the Company entered into a lease agreement for one of its model houses located in Montgomery County, Texas. The lease was terminated in February 2025. Management intends to procure a new tenant to occupy the premises after the office used for real estate sales is converted back to a garage. On July 14, 2023, 150 CCM Black Oak Ltd entered into a model home lease agreement with Davidson Homes, LLC (“Davidson”). On August 3, 2023, 150 CCM Black Oak Ltd entered into a development and construction agreement with Davidson Homes, LLC to build a model house located in Montgomery County, Texas. On January 4, 2024, 150 CCM Black Oak Ltd sent $ 220,076 to Davidson as reimbursement for final construction cost and the contractor’s fee. The model home lease commenced on January 1, 2024, lease term is twenty-four ( 24 ) full months and annual base rent equals to twelve percentage (12%) of the total of the final cost of construction and the contractor’s fee. Revenue Recognition and Cost of Revenue ASC 606 - Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services. ASC 606 requires the Company to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, performance obligations are satisfied. F- 13 The following represents the Company’s revenue recognition policies by Segments: Real Estate Property Sales Part of the Company’s real estate business is land development. The Company purchases land and develops it for building into residential communities. The developed lots are sold to builders (customers) for the construction of new homes. Builders enter a sales contract with the Company before they take the lots. The prices and timeline are determined and agreed upon in the contract. Builders do the inspections to make sure all conditions and requirements in contracts are met before purchasing the lots. A detailed breakdown of the five-step process for the revenue recognition of the Lakes at Black Oak project, which represented approximately 0 % and 70 %, of the Company’s revenue in the six months ended on June 30, 2025 and 2024, respectively, is as follows: ● Identify the contract with a customer. The Company has signed agreements with the builders for developing the raw land to ready to build lots. The contract has agreed upon prices, timelines, and specifications for what is to be provided. ● Identify the performance obligations in the contract. Performance obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that are outlined in the contract. The customer inspects all lots prior to accepting title to ensure all specifications are met. ● Determine the transaction price. The transaction price per lot is fixed and specified in the contract. Any subsequent change orders or price changes are required to be approved by both parties. ● Allocate the transaction price to performance obligations in the contract. Each lot or a group of lots is considered to be a separate performance obligation, for which the specified price in the contract is allocated to. ● Recognize revenue when (or as) the entity satisfies a performance obligation. The builders do the inspections to make sure all conditions/requirements are met before taking title of lots. The Company recognizes revenue at a point in time when title is transferred. The Company does not have further performance obligations or continuing involvement once title is transferred. Revenue is recognized at a point in time. Rental Revenue The Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees. Rent from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Generally, at the end of the lease term, the Company provides the tenant with a one-year renewal option, including mostly the same terms and conditions provided under the initial lease term, subject to rent increases. F- 14 The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within deferred revenues and other payables on the Company’s condensed consolidated balance sheets. Rental revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. 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. Cost of Revenues Real Estate ● Cost of Real Estate Sale All of the costs of real estate sales are from our land development business. Land acquisition costs are allocated to each lot based on the area method, the size of the lot comparing to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project. If allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project. ● Cost of Rental Revenue Cost of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and maintenance, depreciation and other related administrative costs. Utility expenses are paid directly by tenants. Other Businesses ● Food and Beverage The Company, through Alset F&B One Pte. Ltd. (“Alset F&B One”) and Alset F&B (PLQ) Pte. Ltd. (“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. The Company, through Hapi Café Inc. (“HCI-T”), commenced operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea. The cafes are operated by subsidiaries of HCI-T, namely Hapi Café SG Pte. Ltd. in Singapore and Hapi Café Korea Inc. in Seoul, South Korea. Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize the way individuals dine, work, and live, by providing a conducive environment for everyone to relish the four facets – health and wellness, fitness, productivity, and recreation all under one roof. F- 15 In February of 2024, HCI-T acquired an additional café in South Korea. In 2023, the Company incorporated new subsidiaries Guangdong LeFu Wealth Investment Consulting Co., Ltd. (f.k.a. Shenzhen Leyouyou Catering Management Co. Ltd.) and Dongguan Leyouyou Catering Management Co., Ltd. in the People’s Republic of China. These companies are principally engaged in the food and beverage business in Mainland China. Additionally, through its subsidiary MOC HK Limited, the Company was focused on operating café business in Hong Kong. This business was acquired on October 5, 2022. During the acquisition, a goodwill of $ 60,343 had been generated for the Company. The café was closed on September 16, 2024 and the goodwill was impaired during the year ended December 31, 2024. In 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 As 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. Deferred Revenue The Company recognizes deferred revenue when payments are received in advance of fulfilling its performance obligations. Deferred revenue at June 30, 2025, December 31, 2024 and 2023 was $ 15,631 , $ 0 , and $ 2,100 , respectively. Stock-Based Compensation The Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. 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 issuance. During the three and six months ended on June 30, 2024, the Company recorded $ 0 as stock-based compensation expense. Foreign currency Functional and reporting currency Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements of the Company are presented in U.S. dollars (the “reporting currency”). The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the 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. F- 16 Transactions in foreign currencies Transactions in currencies other than the functional currency during the periods are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations. The majority of the Company’s foreign currency transaction gains or losses come from the effects of foreign exchange rate changes on the intercompany loans between Singapore entities and U.S. entities. The Company recorded foreign exchange loss of $ 4,834,398 and gain 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. Translation of consolidated entities’ financial statements Monetary 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). The 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. Earnings (Loss) per Share The Company presents basic and diluted earnings (loss) per share data for its common shares. 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. Diluted 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 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 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. Fair Value Measurements ASC 820, Fair Value Measurement and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques. F- 17 The carrying value of the Company’s financial instruments, including cash and restricted cash, accounts receivable and accounts payable and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The liabilities in connection with the conversion and make-whole features included within certain of the Company’s notes payable and warrants are each classified as a level 3 liability. Non-controlling interests Non-controlling interests represent the equity in subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the condensed consolidated statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On June 30, 2025 and December 31, 2024, the aggregate non-controlling interests in the Company were $ 8,458,197 and $ 8,867,785 , respectively. Impairment of Long-lived Assets Real Estate Our policy is to annually obtain an independent third-party valuation for each major project in the United States to identify triggering events for impairment. 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. Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently, if the management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. The impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Loans and Investments The Company evaluates loans and investments for impairment at each reporting date. For loans, impairment is recognized when it is probable that the Company will be unable to collect all amounts due according to the contractual terms. For investments, an impairment loss is recorded if the decline in fair value is considered other-than-temporary. Impairment losses are measured based on the difference between the carrying amount and estimated fair value, with changes recognized in the consolidated statements of operations. F- 18 Capitalized Financing Costs Financing costs, such as loan origination fee, administration fee, interests, and other related financing costs should be capitalized and recorded on the balance sheet, if these financing activities are directly associated with the development of real estate. Capitalized financing costs are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project. If the allocation of capitalized financing costs based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on an area method, which uses the size of the lots compared to the total project area and allocates costs based on their size. As of December 31, 2024, the Company sold all of its lots and therefore did not capitalize any financing costs. Related Party Transactions The 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. 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 31, 2025. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU 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, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its financial statements. In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which is intended to improve disclosures about a public business entity’s expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the ASU 2024-03 to determine its impact on the Company’s disclosures. 3. CONCENTRATIONS The Company maintains cash balances at various financial institutions in different countries. These balances are usually secured by the central banks’ insurance companies. At times, these balances may exceed the insurance limits. For 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. F- 19 4. SEGMENTS Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers (the “CODMs”), or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makers are the two Co-CEOs, who review and assess the performance of the Company as a whole. The Company reports its segment information to reflect the manner in which the CODMs review and assess performance. The Company has four operating segments based on the products and services we offer, which include three of our principal businesses – real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business activities. In determination of segments, the Company, together with its CODMs, considers factors that include the nature of business activities, allocation of resources and management structure. The primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODMs use net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of 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 segments. The CODMs do not evaluate performance or allocate resources based on segment assets. The 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 Real Estate Digital Transformation Technology Biohealth Business Other Total Six Months Ended on June 30, 2025 Revenue $ 1,433,847 $ - $ - $ 733,418 $ 2,167,265 Cost of Sales ( 1,254,761 ) - - ( 365,814 ) ( 1,620,575 ) Gross Profit 179,086 - - 367,604 546,690 Operating Expenses ( 1,378,493 ) ( 323,406 ) ( 402,049 ) ( 5,130,322 ) ( 7,234,269 ) Operating Loss ( 1,199,407 ) ( 323,406 ) ( 402,049 ) ( 4,762,718 ) ( 6,687,579 ) Other Expense ( 458,681 ) ( 881,753 ) ( 2,875,116 ) ( 7,399,957 ) ( 11,615,507 ) Net Loss Before Income Tax ( 1,658,088 ) ( 1,205,159 ) ( 3,277,165 ) ( 12,162,675 ) ( 18,303,086 ) Real Estate Digital Transformation Technology Biohealth Business Other Total Six Months Ended on June 30, 2024 Revenue $ 6,458,005 $ - $ - $ 755,248 $ 7,213,253 Cost of Sales ( 5,181,322 ) - ( 3,387 ) ( 303,616 ) ( 5,488,325 ) Gross Profit (Loss) 1,276,683 - ( 3,387 ) 451,632 1,724,928 Operating Expenses ( 939,866 ) ( 290,635 ) ( 1,115,063 ) ( 4,455,348 ) ( 6,800,912 ) Operating Income (Loss) 336,817 ( 290,635 ) ( 1,118,450 ) ( 4,003,716 ) ( 5,075,984 ) Other Income (Expense) 422,319 ( 1,850,609 ) ( 99,845 ) ( 1,859,637 ) ( 3,387,772 ) Net Income (Loss) Before Income Tax 759,136 ( 2,141,244 ) ( 1,218,295 ) ( 5,863,353 ) ( 8,463,756 ) June 30, 2025 Cash and Restricted Cash $ 5,437,261 $ 235,619 $ 2,039,120 $ 17,980,791 $ 25,692,790 Total Assets 43,576,149 2,199,925 3,311,899 36,923,552 86,011,525 December 31, 2024 Cash and Restricted Cash $ 4,928,236 $ 326,540 $ 3,375,824 $ 19,553,127 $ 28,183,726 Total Assets 44,683,563 3,176,729 5,446,468 43,382,430 $ 96,761,977 F- 20 5. REAL ESTATE ASSETS As of June 30, 2025 and December 31, 2024, real estate assets consisted of the following: SCHEDULE OF REAL ESTATE ASSETS June 30, 2025 December 31, 2024 Rental Properties, net 30,158,311 30,695,669 Total Real Estate Assets $ 30,158,311 $ 30,695,669 Single family residential properties As 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 $ 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. The following table presents the summary of our SFRs as of June 30, 2025: SCHEDULE OF SINGLE FAMILY RESIDENTIAL PROPERTIES Number of Homes Aggregate Initial Investment Average Investment per Home SFRs 132 $ 31,388,691 $ 237,793 6. NOTES PAYABLE As 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 $ 114,586 $ 123,118 Loans for Operations 22,246 37,837 Promissory Note to EF Hutton LLC 1,098,125 1,255,345 Total notes payable $ 1,234,957 $ 1,416,300 M&T Bank Loan On April 17, 2019, SeD Maryland Development LLC entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in the principal amount not to exceed at any one time outstanding the sum of $ 8,000,000 , with a cumulative loan advance amount of $ 18,500,000 . The line of credit bore interest rate on LIBOR plus 375 basis points. SeD Maryland Development LLC was also provided with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $ 900,000 . The L/C commission will be 1.5 % per annum on the face amount of the L/C. Other standard lender fees will apply in the event the L/C is drawn down. The loan is a revolving line of credit. The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed. Repayment of the Loan Agreement is secured by $ 2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. The loan expired 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 from collateral, leaving approximately $ 300,000 as collateral for outstanding letters of credit. On December 14, 2023 approximately $ 201,751 was released from collateral, leaving approximately $ 100,000 as collateral for outstanding letters of credit. Promissory Note to EF Hutton LLC On 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. 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 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. F- 21 7. RELATED PARTY TRANSACTIONS Purchase of Shares and Warrants from NECV On July 17, 2020, the Company purchased 122,039,000 shares, approximately 9.99 % ownership, and warrants to purchase 1,220,390,000 shares with an exercise price of $ 0.0001 per share, from NECV, for an aggregate purchase price of $ 122,039 . We value the NECV warrants under level 3 category through a Black Scholes option pricing model. The fair value of the NECV warrants was $ 973 as of June 30, 2025 and December 31, 2024. Stock Purchase Agreement with HWH On 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. On 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. Stock Purchase Agreement with DSS On December 10, 2024, the Company entered into a stock purchase agreement with DSS, pursuant to which the Company agreed to purchase 820,597 newly issued shares of DSS’s common stock for a total purchase price of $ 800,000 (representing a price of $ 0.9749 per share of DSS common stock). The Company and its various subsidiaries are collectively the largest shareholder of DSS. The Company’s Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Executive Chairman of DSS and a significant stockholder of DSS. Business Combination of Alset Capital Acquisition Corp. and HWH International Inc. On January 9, 2024, two entities affiliated with Alset Inc. completed a previously announced transaction. On September 9, 2022, Alset Capital entered into an agreement and plan of merger (the “Merger Agreement”) with our indirect subsidiary HWH International Inc., a Nevada corporation (“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. Pursuant 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. (“New HWH”). The 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. New 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. Of these shares, a total of 5,062,134 shares of New HWH common stock are now owned by the Sponsor, Alset International, and the Company directly. In addition, the Sponsor owns warrants convertible into up to 47,375 shares of New HWH common stock upon exercise. F- 22 The transaction described above was a transaction between entities under common control. In the transactions under common control, financial statements and financial information were presented as of the beginning of the period as though the assets and liabilities had been transferred at that date. The Company controlled both entities before and after the transaction and accordingly, the transaction had no effect on the Company’s financial statements as the equity was eliminated in consolidation. Convertible Notes to Value Exchange On 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 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. On 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 Stock. Under the terms of the 1 st VEII Credit Agreement, Hapi Metaverse received Warrants to purchase a maximum of 36,723,160 shares of VEII’s Common Stock at an exercise price of $ 0.1770 per share. Such warrants expire five (5) years from date of their issuance. 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. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables). On December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“2 nd VEII Credit Agreement”) with VEII. On December 15, 2023, Hapi Metaverse loaned VEII $ 1,000,000 . The 2 nd VEII Credit Agreement was amended pursuant to an agreement dated December 19, 2023. Under the 2 nd VEII Credit Agreement, as amended, this amount can be converted into VEII’s Common Shares pursuant to the terms of the 2 nd VEII Credit Agreement for a period of three years, 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 converts this loan into shares of VEII’s Common Stock, the conversion price shall be $ 0.045 per share. In the event that Hapi Metaverse elects to convert any portion of the loan into shares of VEII’s Common Stock in lieu of cash payment in satisfaction of that loan, then VEII will issue to Hapi Metaverse five (5) detachable warrants for each share of VEII’s Common Stock issued in a conversion (“Warrants”). Each Warrant will entitle Hapi Metaverse to purchase one (1) share of VEII’s Common Stock at a per-share exercise price equal to the Conversion Price. The exercise period of each Warrant will be five (5) years from date of issuance of the Warrant. The fair value of this convertible note on June 30, 2025 and December 31, 2024 was $ 431,583 and $ 447,480 , respectively. (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. On July 15, 2024, the Company entered into a Convertible Credit Agreement (“3 rd VEII Credit Agreement”) with VEII for an unsecured credit line in the maximum amount of $ 110,000 (“2024 Credit Line”). Advances of the principal under the 3 rd VEII Credit Agreement accrue simple interest at 8 % per annum. Each Advance under the 3 rd VEII Credit Agreement and all accrued interest thereon may, at the election of VEII, or the Company, be: (1) repaid in cash; (2) converted into shares of VEII Common Stock; or (3) be repaid in a combination of cash and shares of VEII Common Stock. The principal amount of each Advance under the 3 rd VEII Credit Agreement is due and payable on the third (3rd) annual anniversary of the date that the Advance is received by VEII along with any unpaid interest accrued on the principal (the “Advance Maturity Date”). Prior to the Advance Maturity Date, unpaid interest accrued on any Advance shall be paid on the last business day of June and on the last business day of December of each year in which the Advance is outstanding and not converted into shares of VEII Common Stock. Company may prepay any Advance under the 3 rd VEII Credit Agreement and interests accrued thereon prior to Advance Maturity Date without penalty or charge. At the time of this filing, the Company has not converted the Loan Amount. The fair value of this convertible note on June 30, 2025 and December 31, 2024 was $ 96,914 and $ 97,867 , respectively. (For further details on fair value valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables). F- 23 VEII issued a Convertible Promissory Note (the “VEII Convertible Promissory Note”) for $ 30,000 , dated as of March 28, 2025 to Alset Inc. as consideration for a loan in the same amount. This amount can be converted into shares of VEII pursuant to the terms of the VEII Convertible Promissory Note for a period of two years, 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 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). At the time of this filing, the Company has not converted the Loan Amount. Convertible Notes to Sharing Services On January 17, 2024, the Company received a Convertible Promissory Note (the “1 st SHRG Convertible Note”) from Sharing Services Global Corp., an affiliate of the Company, in exchange for a $ 250,000 loan made by the Company to SHRG. The Company may convert a portion or all of the outstanding balance due under the 1 st SHRG Convertible Note into shares of SHRG’s common stock at the average closing market price of SHRG stock within the last three (3) days from the date of conversion notice. The 1 st SHRG Convertible Note bears a 10 % interest rate and has a scheduled maturity six (6) months from the date of the 1 st SHRG Convertible Note, or July 17, 2024 . The terms of the note and maturity date were subsequently extended. 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). On March 20, 2024, HWH International Inc., a subsidiary of the Company, entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note (the “2 nd SHRG Convertible Note) in the amount of $ 250,000 , convertible into 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into 148,810 shares of SHRG’s common stock at an exercise price of $ 1.68 per share, the exercise period of the warrant being five (5) years from the date of the securities purchase agreement, for an aggregate purchase price of $ 250,000 . 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 Note. 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). On May 9, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “3 rd SHRG Convertible Note”) in the amount of $ 250,000 , convertible into 89,286 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $ 250,000 . The 3 rd SHRG Convertible Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the 3 rd SHRG Convertible Note, 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.) F- 24 On June 6, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “4 th SHRG Convertible Note”) in the amount of $ 250,000 , convertible into 89,286 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $ 250,000 . The Convertible Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the 4 th SHRG Convertible Note, 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 11. – Investments Measured at Fair Value, Convertible Note Receivables.) On August 13, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “5 th SHRG Convertible Note”) in the amount of $ 100,000 , convertible into 35,714 shares of SHRG’s common stock at the option of the Company for an aggregate purchase price of $ 100,000 . The 5 th SHRG Convertible Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the 5 th SHRG Convertible Note, August 13, 2027. 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.) On 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 to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.) On March 31, 2025, HWH entered into a securities purchase agreement with 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 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 . At the time 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 valuation refer to Note 11. – Investments Measured at Fair Value, Convertible Note Receivables.) On 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 17, 2026 . Additionally, upon execution SHRG incurred a commitment fee representing 5 % of the loan principal, $ 12,500 . On 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 . The Loan Agreement bears an 10 % interest rate. F- 25 On 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 26, 2028 . At the time of filing, HWH has not converted any of the debt contemplated by the 7 th SHRG Convertible Note. On June 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.) Advance to Related Party On 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 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. Acquisition of L.E.H. Insurance Group, LLC On November 19, 2024, HWH entered definitive agreements to acquire a controlling 60 % interest in L.E.H. Insurance Group, LLC (“LEH”). The acquisition closed on February 27, 2025. This acquisition was facilitated through the purchase of shares from SHRG. LEH is a licensed insurance agency representing over 600 insurance companies, serving as an independent advisor to businesses and individuals. LEH provides personalized insurance solutions, offering expert guidance to meet the unique coverage needs of each customer. LEH is in the early stages of its development, has no employees on its payroll, and has yet to turn a profit. As 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 . Apartment Rental for the CEO The 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 $ 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. Credit Facility Agreement with HWH On April 14, 2025, the Company entered into an amendment (the “Amendment”) to the Credit Facility Agreement with HWH International Inc. 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, 2026. 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. Sale of IBO Shares Between March 31, 2025 and April 4, 2025, the Company and its subsidiaries Alset International Limited and Global Biomedical Pte. Ltd. collectively sold the Company’s entire equity interest in Impact Biomedical Inc. (NYSE: IBO) (“Impact”) consisting of 4,568,165 shares of Impact’s common stock. The disposition of the Impact stock was made through several sales on the market through a broker. These transactions generated total proceeds of $ 4,184,575 and resulted in a recognized loss of $ 2,439,264 . F- 26 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. (“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. The 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. The closing of the transactions contemplated by the Amended Term Sheet occurred on July 23, 2025. Notes Payable Chan Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty. Ltd. for its general operations. As of June 30, 2025 and December 31, 2024, the outstanding balance was $ 12,186 and $ 11,618 , respectively. Chan Heng Fai provided an interest-free, due on demand advance to Hapi Metaverse Inc. for its general operations. As of June 30, 2025 and December 31, 2024, the outstanding balance was $ 4,131 and $ 4,176 , respectively. Management Fees MacKenzie Equity Partners, LLC, an entity owned by Charles MacKenzie, Chief Development Officer of the Company, has a consulting agreement with a majority-owned subsidiary of the Company. Pursuant to an agreement entered into in June of 2022, as supplemented in August, 2023, the Company’s subsidiary has paid $ 25,000 per month for consulting services. In addition, MacKenzie Equity Partners, LLC has been paid certain bonuses, including a sum of $60,000 in June 2024 and $75,000 in May 2025. The 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. CA Global Consulting Inc., an entity owned by Anthony Chan, the former Chief Operating Officer of the Company, had a consulting agreement with the Company dated April 8, 2021, as amended on May 6, 2022. As of June 13, 2024, the Company terminated the consulting agreement with CA Global Consulting Inc., and the Company ceased paying consulting fees in the amount of $ 15,000 per month. The Company incurred expenses of $ 32,500 and $ 77,500 in the three and six months ended June 30, 2024, respectively. Notes Receivable from Related Party On August 31, 2023, Hapi Café Inc. and Ketomei Pte. Ltd. entered into a binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 36,634 pursuant to a convertible loan, with a term of 12 months. After the initial 12 months, the interest on such loan will be 3.5 %. This loan was written off upon the acquisition of Ketomei in February 2024. F- 27 On October 26, 2023, the same parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $ 37,876 pursuant to a non- convertible loan, with a term of 12 months. After the initial 12 months, the interest on such loan will be 3.5 %. This loan was written off upon the acquisition of Ketomei in February 2024. The amount due from Ketomei at December 31, 2024 was $ 0 . On February 20, 2024, HCI-T invested $ 312,064 for an additional 38.41 % ownership interest in Ketomei by converting $ 312,064 of convertible loan. The loan was impaired at the year ended of December 31, 2023, therefore, $ 312,064 was transferred from impairment of convertible loan to impairment of equity method investment. After this additional investment, Hapi Cafe owns 55.65 % (the Company owns indirectly 45.5 %) of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of the Company beginning on February 20, 2024. On October 13, 2021 BMI Capital Partners International Limited (“BMI”) entered into a loan agreement with Liquid Value Asset Management Limited (“LVAML”), a subsidiary of DSS, pursuant to which BMI agreed to lend $ 3,000,000 to LVAML. The loan has variable interest rate and matured on January 12, 2023 , with automatic three-month extensions. The purpose of the loan is to purchase a portfolio of trading securities by LVAM. BMI participates in the losses and gains from portfolio based on the calculations included in the loan agreement. As of June 30, 2025 and December 31, 2024 LVAML owes the Company $ 463,995 . On September 28, 2023 Alset International Limited (“Alset International”) entered into loan agreement with Value Exchange International Inc., pursuant to which Alset International agreed to lend $ 500,000 to VEII. The loan carries simple annual interest rate of 8 %. As of December 31, 2024 the Company accrued $ 40,000 interest and VEII owed $ 550,000 , to Alset International. The Company wrote off this loan 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. On November 6, 2024, the Company signed a loan agreement with HapiTravel Holding Pte. Ltd. (“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. On December 18, 2024, the Company sold Hapi Travel Pte. Ltd. (“HTPL”) to HTHPL for a consideration of $ 834 . On 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 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. On January 23, 2025 the Company entered into loan agreement with New Energy Asia Pacific Company Limited (“New Energy Asia”), pursuant to which the Company agreed to lend $ 69,326 to New Energy Asia. The loan carries simple annual interest rate of 8 % and is due on January 23, 2026. As of June 30, 2025 the Company accrued $ 2,401 interest and New Energy Asia owed $ 71,727 , to the Company. 8. EQUITY The Company has authorized share capital of 250,000,000 common shares and 25,000,000 preferred shares. The Company has designated 6,380 preferred shares as Series A Preferred Stock and 2,132 as Series B Preferred Stock. Holders of the Series A Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series A Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series A Preferred Stock is convertible. Holders of Series A Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series A Preferred Stock would receive if the Series A Preferred Stock were fully converted into Common Stock. F- 28 Holders of the Series B Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock par value $ 0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series B Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series B Preferred Stock is convertible. Holders of Series B Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series B Preferred Stock would receive if the Series B Preferred Stock were fully converted into Common Stock. The Company analyzed the Preferred Stock and the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity. On January 2, 2025, the Company entered into a securities purchase agreement with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers an aggregate of 1,500,000 shares of common stock, par value $ 0.001 per share, at a purchase price of $ 1.00 per share, in a registered direct offering (the “Offering”). The Offering was made pursuant to the Company’s existing shelf registration statement filed with the Securities and Exchange Commission (“Commission”) on April 11, 2022, and declared effective by the Commission on May 5, 2022. A prospectus supplement to the Registration Statement was filed with the Commission on January 3, 2025. The closing of the Offering occurred on January 3, 2025. The Company received net proceeds from the Offering of approximately $ 1,205,000 , 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. In connection with the Offering, the Company entered into a Placement Agency Agreement with Aegis Capital Corp. (the “Placement Agent”), as the exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 7 % of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses of the Placement Agent. On June 30, 2025, there were 11,709,219 common shares issued and outstanding. The following table summarizes the warrant activity for the six months ended June 30, 2025. SCHEDULE OF WARRANT ACTIVITY Warrant for Common Shares Weighted Average Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value Warrants Outstanding as of December 31, 2024 603,051 $ 80.46 1.36 $ - Warrants Vested and exercisable at December 31, 2024 603,051 $ 80.46 1.36 $ - Granted - - Exercised - - Forfeited, cancelled, expired - - Warrants Outstanding as of June 30, 2025 603,051 $ 80.46 0.87 $ - Warrants Vested and exercisable at June 30, 2025 603,051 $ 80.46 0.87 $ - F- 29 Issuance of HWH Shares to EF Hutton On 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. 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. Stock Compensation On 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 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 . 9. LEASE INCOME The 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 June 30, 2025 in each calendar year through the end of their terms are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS 2026 $ 1,043,549 2027 598,535 Total Future Receipts $ 1,642,084 Property Management Agreements The Company has entered into property management agreement with the property managers under which the property managers generally oversee and direct the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison with the tenants. The Company pays its property managers a monthly property management fee for each property unit and a leasing fee. 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. F- 30 10. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Following is a summary of the changes in the balances of accumulated other comprehensive (loss) income, net of tax: SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX Unrealized Gains and Losses on Security Investment Foreign Currency Translations Change in Minority Interest Total Balance at January 1, 2025 $ ( 54,921 ) $ ( 3,960,871 ) $ 3,165,930 $ ( 849,862 ) Other Comprehensive Income (Loss) - 1,215,571 ( 150,783 ) 1,064,788 Balance at March 31, 2025 $ ( 54,921 ) $ ( 2,745,300 ) $ 3,015,147 $ 214,926 Other Comprehensive Income - 3,923,509 - 3,923,509 Balance at June 30, 2025 $ ( 54,921 ) $ 1,178,209 $ 3,015,147 $ 4,138,435 Unrealized Gains and Losses on Security Investment Foreign Currency Translations Change in Minority Interest Total Balance at January 1, 2024 $ ( 54,921 ) $ ( 119,566 ) $ 3,784,206 $ 3,609,719 Other Comprehensive Loss - ( 992,871 ) ( 13,888 ) ( 1,006,759 ) Balance at March 31, 2024 $ ( 54,921 ) $ ( 1,112,437 ) $ 3,770,318 $ 2,602,960 Balance Beginning $ ( 54,921 ) $ ( 1,112,437 ) $ 3,770,318 $ 2,602,960 Other Comprehensive (Loss) Income - ( 1,071,829 ) 17,342 ( 1,054,487 ) Balance at June 30, 2024 $ ( 54,921 ) $ ( 2,184,266 ) $ 3,787,660 $ 1,548,473 Balance Ending $ ( 54,921 ) $ ( 2,184,266 ) $ 3,787,660 $ 1,548,473 11. ASSETS MEASURED AT FAIR VALUE Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024: SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value June 30, 2025 Assets Investment Securities- Fair Value Option $ 3,723,538 $ 540,530 $ - $ 4,264,068 Investment Securities- Trading 3,239,287 3,770,682 - 7,009,969 Warrants – NECV - - 973 973 Warrants - VEII - 701,602 - 701,602 Warrants - SHRG - 748 - 748 Convertible Loan Receivable - VEII - 586,418 - 586,418 Convertible Loan Receivable - SHRG - 1,330,294 - 1,330,294 Total Assets at Fair Value $ 6,962,825 $ 6,930,274 $ 973 $ 13,894,072 Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2024 Assets Investment Securities- Fair Value Option $ 3,565,089 $ 7,463,324 $ - $ 11,028,413 Investment Securities- Trading 2,612,293 2,061,230 - 4,673,523 Warrants - APW - - 973 973 Warrants - VEII - 1,299,973 - 1,299,973 Warrants- SHRG - 13,272 - 13,272 Convertible Loan Receivable - VEII - 569,630 - 569,630 Convertible Loan Receivable - SHRG - 1,212,746 - 1,212,746 Total Investment in Securities at Fair Value $ 6,177,382 $ 12,620,175 $ 973 $ 18,798,530 F- 31 Realized 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. Unrealized loss on securities investment was $ 1,284,095 and $ 3,589,106 loss in the six months ended June 30, 2025 and 2024, respectively. These gains and losses were recorded directly to net loss. For U.S. trading stocks, we use Bloomberg Market stock prices as the share prices to calculate fair value. For overseas stock, we use the stock price from the local stock exchange to calculate fair value. The following chart shows details of the fair value of equity security investment at June 30, 2025 and December 31, 2024, respectively. SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT Share price Market Value 6/30/2025 Shares 6/30/2025 Valuation DSS (Related Party) $ 0.940 3,961,210 $ 3,723,538 Investment in Securities at Fair Value – Related Party Trading Stocks $ 3,239,287 Investment in Securities at Fair Value Total Level 1 Equity Securities $ 6,962,825 AMBS $ 0.000 20,000,000 $ 6,000 Investment in Securities at Fair Value Holista $ 0.033 1,000 $ 33 Investment in Securities at Fair Value Value Exchange (Related Party) $ 0.021 21,179,275 $ 444,765 Investment in Securities at Fair Value – Related Party New Electric CV (Related Party) $ 0.000 354,039,000 $ - Investment in Securities at Fair Value – Related Party Sharing Services (Related Party) $ 1.000 89,732 $ 89,732 Investment in Securities at Fair Value – Related Party Trading Stocks $ 3,770,682 Investment in Securities at Fair Value Total Level 2 Equity Securities $ 4,311,212 Nervotec N/A 1,666 $ - Investment in Securities at Cost UBeauty N/A 3,600 $ 16,548 Investment in Securities at Cost Ideal Food and Beverages N/A 19,000 $ - Investment in Securities at Cost HapiTravel Holding N/A 19,000 $ 142 Investment in Securities at Cost AES Group Co. Ltd. N/A 398 $ 1,466 Investment in Securities at Cost Total Equity Securities $ 11,292,193 F- 32 Share price Market Value 12/31/2024 Shares 12/31/2024 Valuation DSS (Related Party) $ 0.900 3,961,210 $ 3,565,089 Investment in Securities at Fair Value – Related Party Trading Stocks $ 2,612,293 Investment in Securities at Fair Value Total Level 1 Equity Securities $ 6,177,382 AMBS $ 0.000 20,000,000 $ - Investment in Securities at Fair Value Holista $ 0.008 1,000 $ 8 Investment in Securities at Fair Value Value Exchange (Related Party) $ 0.035 21,179,275 $ 749,746 Investment in Securities at Fair Value – Related Party Sharing Services (Related Party) $ 1.000 89,732 $ 89,732 Investment in Securities at Fair Value – Related Party New Electric CV (Related Party) $ 0.000 354,039,000 $ - Investment in Securities at Fair Value – Related Party Impact BioMedical (Related Party) $ 1.45 4,568,165 $ 6,623,838 Investment in Securities at Fair Value – Related Party Trading Stocks $ 2,061,230 Investment in Securities at Fair Value Total Level 2 Equity Securities $ 9,524,554 Nervotec N/A 1,666 $ 589 Investment in Securities at Cost UBeauty N/A 3,600 $ 16,636 Investment in Securities at Cost Ideal Food and Beverages N/A 19,000 $ - Investment in Securities at Cost HapiTravel Holding N/A 19,000 $ 140 Investment in Securities at Cost Total Equity Securities $ 15,719,398 F- 33 Changes in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement. The table below provides a summary of the changes in fair value which are recorded as other comprehensive income (loss), including net transfers in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2025 and 2024: SCHEDULE OF CHANGE IN FAIR VALUE Total Balance at January 1, 2025 $ 973 Impairment ( 77,307 ) Total Gains - Balance at March 31, 2025 $ 973 Total Gains - Balance at June 30, 2025 $ 973 Total Balance at January 1, 2024 $ 77,737 Impairment ( 77,307 ) Total Gains 543 Balance at March 31, 2024 $ 973 Total Gains - Balance at June 30, 2024 $ 973 Vector Com Convertible Bond On 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 Vector Com. The Company wrote off this loan at March 31, 2024. Warrants NECV On July 17, 2020, the Company purchased 122,039,000 shares, approximately 9.99 % ownership, and 1,220,390,000 warrants with an exercise price of $ 0.0001 per share, from NECV, for an aggregated purchase price of $ 122,039 . During 2021, the Company exercised 232,000,000 of the warrants to purchase 232,000,000 shares of NECV for the total consideration of $ 232,000 , leaving the balance of outstanding warrants of 988,390,000 at December 31, 2022. 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. F- 34 The 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 Stock Price $ 0.0001 $ 0.0001 Exercise price $ 0.001 $ 0.001 Risk free interest rate 4.62 % 4.62 % Annualized volatility 869.4 % 869.4 % Dividend Yield $ 0.00 $ 0.00 Year to maturity 5.06 5.56 VEII On September 6, 2023, the Company received warrants to purchase shares of VEII, a related party listed company. For further details on this transaction, refer to Note 7 - Related Party Transactions, Note Receivable from a Related Party Company . 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 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 Stock price $ 0.0209 $ 0.0357 Exercise price $ 0.1770 $ 0.1770 Risk free interest rate 7.50 % 7.50 % Annualized volatility 235.00 % 458.92 % Dividend Yield $ 0.00 $ 0.00 Year to maturity 3.18 3.68 SHRG On March 20, 2024, HWH International Inc., entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note in the amount of $ 250,000 , convertible into 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into 148,810 shares of SHRG’s common stock at an exercise price of $ 1.68 per share, the exercise period of the warrant being five ( 5 ) years from the date of the securities purchase agreement, for an aggregate purchase price of $ 250,000 . At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants. As of June 30, 2025 and December 31, 2024, the fair value of the warrants was $ 110 and $ 13,272 , respectively. F- 35 The 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: SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS June 30, 2025 December 31, 2024 Stock price $ 0.0387 $ 1.0000 Exercise price $ 1.6800 $ 1.6800 Risk free interest rate 3.91 % 4.34 % Annualized volatility 238.04 % 204.14 % Dividend Yield $ 0.00 $ 0.00 Year to maturity 3.72 4.21 On 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 . This 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. 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. At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants. As of June 30, 2025, the fair value of the warrants was $ 638 . The 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: SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS June 30, 2025 Stock price $ 0.0387 Exercise price $ 0.8500 Risk free interest rate 3.70 % Annualized volatility 238.04 % Dividend Yield $ 0.00 Year to maturity 2.75 Convertible Loan Receivables The Company has elected to recognize the convertible loan receivables at fair value and therefore there was no further evaluation of embedded features for bifurcation. The Company engaged third party valuation firm to perform the valuation of convertible loans. The fair value of the convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash flow. 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. 12. COMMITMENTS AND CONTINGENCIES Leases The Company leases offices in Maryland, Singapore, Hong Kong, South Korea and China through leased spaces aggregating approximately 25,000 square feet, under leases expiring on various dates from July 2025 to April 2029. The leases have rental rates ranging from $ 1,321 to $ 23,020 per month. 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. 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 Office Location Lease Term as of June 30, 2025 Singapore - AI June 2023 to May 2026 Singapore – F&B October 2024 to September 2027 Singapore – Hapi Cafe July 2024 to June 2026 South Korea – Hapi Cafe August 2022 to August 2025 Bethesda, Maryland, USA April 2024 to March 2027 China - Office March 2023 – March 2027 China - Shop June 2024 to April 2029 Taiwan - Cafe May 2024 to October 2027 Taiwan - Office August 2024 to August 2026 Hong Kong - Office February 2025 to January 2028 F- 36 The Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease liability for all the leases with terms greater than twelve months. We elected the practical expedient to not recognize operating lease right-of-use assets and operating lease liabilities for lease agreements with terms less than 12 months. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide a readily determinable implicit rates, we estimate our incremental borrowing rates to discount the lease payments based on information available at lease commencement. Our incremental borrowings rates are at a range from 0.35% to 7.2% in 2025 and 2024, which were used as the discount rates. The Company’s weighted-average remaining lease term relating to its operating 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 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. The table below summarizes future payments due under these leases as of June 30, 2025. For the Twelve Months Ending June 30: SCHEDULE OF LEASE PAYMENTS 2026 728,034 2027 425,763 2028 129,948 2029 26,245 Total Minimum Lease Payments $ 1,309,991 Less: Effect of Discounting ( 29,124 ) Present Value of Future Minimum Lease Payments 1,280,867 Less: Current Obligations under Leases ( 696,534 ) Long-term Lease Obligations $ 584,333 Security Deposits Our rental-home lease agreements require tenants to provide a one-month security deposits. The property management company collects all security deposits and maintains them in a trust account. The Company also has obligation to refund these deposits to the renters at the time of lease termination. As of June 30, 2025 and December 31, 2024, the security deposits held in the trust account were $ 284,148 and $ 303,518 , respectively. 13. SUBSEQUENT EVENTS On 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. As 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. Mr. Lui Wai Leung Alan, the Company’s Co-Chief Financial Officer, is also a member of the Board of Directors of New Energy. F- 37