[10-Q] Alset Inc. Quarterly Earnings Report
Alset Inc. (AEI) reported Q3 2025 results showing a small profit driven by non-operating gains. Total revenue was $998,828, and the company posted a loss from operations of $2,578,978. Strong other income of $4,547,503 (including interest income and market gains) led to net income attributable to common stockholders of $1,512,431, or $0.05 per share.
For the nine months ended September 30, revenue was $3,166,093, with a $9,266,557 operating loss and a net loss to common of $15,042,487. Cash and restricted cash totaled $25,567,371 at quarter end, with $25,459,416 in cash. Stockholders’ equity rose to $155,680,858, reflecting share issuances, including the non-cash $83,000,000 acquisition of New Energy Asia Pacific Inc. using issued shares.
Management noted that prior substantial doubt about going concern was alleviated based on liquidity and planned cash inflows. Common shares issued and outstanding were 39,102,600 at September 30, 2025.
- None.
- None.
Insights
Q3 profit came from other income, while core ops remained weak.
AEI generated Q3 net income of
Year-to-date, operating performance is soft: revenue of
Capital structure changed meaningfully: equity increased to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________to _________
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(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check
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standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
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No
As of November 14, 2025 there were
Table of Contents
| PART I FINANCIAL INFORMATION | F-1 |
| Item 1. Financial Statements (Unaudited) | F-1 |
| Condensed Consolidated Balance Sheets – September 30, 2025 (Unaudited) and December 31, 2024 | F-1 |
| Condensed Consolidated Statements of Operations and Other Comprehensive Loss – Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) | F-2 |
| Condensed Consolidated Statements of Stockholders’ Equity – Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) | F-3 |
| Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024 (Unaudited) | F-4 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | F-5 – F-38 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. Quantitative and Qualitative Disclosure About Market Risk | 13 |
| Item 4. Controls and Procedures | 13 |
| PART II OTHER INFORMATION | 14 |
| Item 1. Legal Proceedings | 14 |
| Item 1A. Risk Factors | 14 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 3. Defaults Upon Senior Securities | 15 |
| Item 4. Mine Safety Disclosures | 15 |
| Item 5. Other Information | 15 |
| Item 6. Exhibits | 15 |
| SIGNATURES | 16 |
| 2 |
Part I. Financial Information
Item 1. Financial Statements.
Alset Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
September 30, 2025 | December 31, 2024 | |||||||
| Assets: | ||||||||
| Current Assets: | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Restricted Cash | ||||||||
| Account Receivables, Net | ||||||||
| Other Receivables, Net | ||||||||
| Note Receivables - Related Parties, Net | ||||||||
| Convertible Loan Receivables – Related Party | - | |||||||
| Convertible Loan Receivables at Fair Value - Related Party | ||||||||
| Prepaid Expense | ||||||||
| Inventory | ||||||||
| Investment in Securities at Fair Value | ||||||||
| Investment in Securities at Fair Value - Related Party | - | |||||||
| Investment in Securities at Fair Value | - | |||||||
| Investment in Securities at Cost | - | |||||||
| Investment in Equity Method Securities | - | |||||||
| Deposits | ||||||||
| Total Current Assets | ||||||||
| Real Estate - Rental Properties | ||||||||
| Operating Lease Right-Of-Use Assets, Net | ||||||||
| Deposits | ||||||||
| Convertible Loan Receivables at Fair Value - Related Party | - | |||||||
| Investment in Securities at Fair Value - Related Party | - | |||||||
| Investment in Securities at Cost | - | |||||||
| Investment in Equity Method Securities | - | |||||||
| Other Receivables - Long Term, Net | - | |||||||
| Property and Equipment, Net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity: | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Operating Lease Liabilities | ||||||||
| Notes Payable | ||||||||
| Notes Payable - Related Parties | ||||||||
| Notes Payable | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities: | ||||||||
| Operating Lease Liabilities | ||||||||
| Notes Payable | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 12) | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred
Stock, $ | - | - | ||||||
| Common Stock, $ | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Accumulated Other Comprehensive Income (Loss) | ( | ) | ||||||
| Total Alset Inc. Stockholders’ Equity | ||||||||
| Non-controlling Interests | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
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 Nine Months Ended September 30, 2025 and 2024 (Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three- Months Ended September 30, | Nine- Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Rental | $ | $ | $ | $ | ||||||||||||
| Property | - | - | ||||||||||||||
| Other | ||||||||||||||||
| Total Revenue | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Cost of Sales | ||||||||||||||||
| General and Administrative | ||||||||||||||||
| Impairments | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest Income | ||||||||||||||||
| Interest Income - Related Party | ||||||||||||||||
| Interest Income | ||||||||||||||||
| Interest Expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (Loss) Gain on Disposal of a Subsidiary | ( | ) | - | - | ||||||||||||
| Foreign Exchange Transaction Gain (Loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Unrealized Gain on Securities Investment | ||||||||||||||||
| Unrealized Gain (Loss) on Securities Investment - Related Party | ( | ) | ||||||||||||||
| Unrealized Gain on Securities Investment | ( | ) | ||||||||||||||
| Realized Loss on Securities Investment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Realized Gain (Loss) on Securities Investment - Related Party | - | ( | ) | - | ||||||||||||
| Realized Gain (Loss) on Securities Investment | - | ( | ) | - | ||||||||||||
| Loss on Equity Method Investment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Expense | - | ( | ) | ( | ) | ( | ) | |||||||||
| Other Income | ||||||||||||||||
| Total Other Income (Expense), Net | ( | ) | ( | ) | ||||||||||||
| Net Income (Loss) Before Income Taxes | ( | ) | ( | ) | ||||||||||||
| Income Tax Expense | ( | ) | - | ( | ) | - | ||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||
| Net Income (Loss) Attributable to Non-Controlling Interest | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Income (Loss) Attributable to Common Stockholders | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Net Income (Loss) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Other Comprehensive Income (Loss) | ||||||||||||||||
| Foreign Currency Translation Adjustment | ( | ) | ||||||||||||||
| Total Comprehensive Income (Loss) | ( | ) | ( | ) | ||||||||||||
| Less Comprehensive Income (Loss) Attributable to Non-controlling Interests | ( | ) | ( | ) | ||||||||||||
| Total Comprehensive Income (Loss) Attributable to Common Shareholders | ( | ) | ( | ) | ||||||||||||
| Net Income (Loss) Per Share - Basic and Diluted | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Weighted Average Common Shares Outstanding - Basic and Diluted | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-2 |
Alset Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)
| Common Stock | Additional | Accumulated Other | Total Alset | Total | ||||||||||||||||||||||||||||
| Shares | Par Value $0.001 | Paid in Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | Non-Controlling Interests | Stockholders’ Equity | |||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||
| Issuance of Common Stock | - | - | - | |||||||||||||||||||||||||||||
| Issuance of HWH Common Stock & Warrants exercise | - | - | - | - | ||||||||||||||||||||||||||||
| Gain from SHRG Warrants | - | - | - | - | ||||||||||||||||||||||||||||
| Acquisition of LEH Insurance Group LLC | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Change in Non-Controlling Interest | - | - | - | ( | ) | - | ( | ) | - | |||||||||||||||||||||||
| Foreign Currency Translations | - | - | - | - | ||||||||||||||||||||||||||||
| Net Loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Issuance of Common Stock | - | - | - | |||||||||||||||||||||||||||||
| Treasury Stock Buyback | ( | ) | ( | ) | ( | ) | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Foreign Currency Translations | - | - | - | - | ||||||||||||||||||||||||||||
| Net Loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of Common Stock | ||||||||||||||||||||||||||||||||
| Treasury Stock Buyback | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Foreign Currency Translations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net Income | ||||||||||||||||||||||||||||||||
| Balance on September 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Total Alset | Total | ||||||||||||||||||||||||||||
| Shares | Par Value $0.001 | Paid in Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | Non-Controlling Interests | Stockholders’ Equity | |||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation | - | - | - | - | ||||||||||||||||||||||||||||
| Gain from SHRG Convertible Note and Warrants | - | - | - | - | ||||||||||||||||||||||||||||
| Change in Non-Controlling Interest after HWH De SPAC | - | - | - | ( | ) | - | ( | ) | - | |||||||||||||||||||||||
| Foreign Currency Translations | - | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Net Loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Gain from SHRG Convertible Notes | - | - | - | - | ||||||||||||||||||||||||||||
| Change in Non-Controlling Interest | - | - | - | - | ( | ) | - | |||||||||||||||||||||||||
| Foreign Currency Translations | - | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||
| Net (Loss) Income | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||||||
| Gain from SHRG Convertible Notes | - | - | - | - | ||||||||||||||||||||||||||||
| Change in Non-Controlling Interest | - | - | - | ( | ) | - | ( | ) | - | |||||||||||||||||||||||
| Foreign Currency Translations | - | - | - | - | ||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||
| Net Income (Loss) | - | - | - | - | ( | ) | ||||||||||||||||||||||||||
| Net Income (loss) | - | - | - | - | ( | ) | ||||||||||||||||||||||||||
| Balance at September 30, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-3 |
Alset Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2025 and 2024 (Unaudited)
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss from Operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||||
| Depreciation | ||||||||
| Non-Cash Lease Expenses | ||||||||
| Impairments | ||||||||
| Bad Debt Written Off | - | |||||||
| Gain on Sale of Stock of Subsidiary | ( | ) | - | |||||
| Foreign Transaction Loss | ||||||||
| Employee Performance Share Expense | - | |||||||
| Unrealized Gain on Securities Investment | ( | ) | ( | ) | ||||
| Unrealized Loss (Gain) on Securities Investment - Related Party | ( | ) | ||||||
| Realized Loss on Securities Investment | ||||||||
| Realized Loss on Securities Investment-Related Party | - | |||||||
| Loss on Equity Method Investment | ||||||||
| Changes in Operating Assets and Liabilities, net of acquisitions | ||||||||
| Real Estate | - | |||||||
| Real Estate Reimbursement Receivable | ( | ) | ||||||
| Account Receivables | ( | ) | ||||||
| Other Receivable - Related Parties | - | ( | ) | |||||
| Prepaid Expense | ||||||||
| Deposits | ( | ) | ||||||
| Trading Securities | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Accounts Payable and Accrued Expenses | ( | ) | ( | ) | ||||
| Operating Lease Liabilities | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of Property and Equipment | ( | ) | ( | ) | ||||
| Purchase of Investment Securities | ( | ) | ( | ) | ||||
| Advance to Related Party | - | ( | ) | |||||
| Proceeds from Sale of Equity Security Investment to a Related Party | - | |||||||
| Collection of Advance to Related Parties | - | |||||||
| Issuing Loan Receivable | - | ( | ) | |||||
| Issuing Loan Receivable - Related Party | ( | ) | ( | ) | ||||
| Collection of Loan Receivable - Related Party | ||||||||
| Cash Withdrawn from Trust Account for Redemptions | - | |||||||
| Cash Withdrawn from Trust Account Available to the Company | - | |||||||
| Net Cash Provided by Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from Common Stock Issuance | - | |||||||
| Buyback Treasury Stock | ( | ) | - | |||||
| Borrowing from a Commercial Loan | ||||||||
| Repayment to Notes Payable | ( | ) | ( | ) | ||||
| Repayment of Class A Common Stock | - | ( | ) | |||||
| Net Cash Provided by (Used in) Financing Activities | ( | ) | ||||||
| Net Decrease in Cash and Cash Equivalents and Restricted Cash | ( | ) | ( | ) | ||||
| Effects of Foreign Exchange Rates on Cash and Cash Equivalents | ||||||||
| Cash and Cash Equivalents and Restricted Cash - Beginning of Period | ||||||||
| Cash and Cash Equivalents and Restricted Cash- End of Period | $ | $ | ||||||
| Cash | $ | $ | ||||||
| Restricted Cash | $ | $ | ||||||
| Total Cash and Restricted Cash | $ | $ | ||||||
| Supplementary Cash Flow Information | ||||||||
| Cash Paid for Interest | $ | $ | ||||||
| Cash Paid for Taxes | $ | $ | - | |||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||||
| Initial Recognition of ROU / Lease Liability | $ | $ | ||||||
| Promissory Notes Received in Exchange for Sale of HWH Common Stock to Investors | $ | - | $ | |||||
| Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation | $ | - | $ | |||||
| Conversion of Ketomei Note Payable to Common Stock | $ | - | $ | |||||
| Gain from SHRG Warrants and Convertible Notes | $ | $ | ||||||
| Acquisition of NEAPI for Issued Shares | $ | $ | - | |||||
See accompanying notes to condensed consolidated financial statements.
| F-4 |
Alset Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
For the Nine Months Ended September 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
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.
Going Concern
The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring
losses from operations. As of and for the nine months ended September 30, 2025, the Company had an accumulated deficit of $
Management has evaluated its
plans to address these conditions, including the Company’s current liquidity, expected operating cash inflows, and cash generated
from real estate activities. As of September 30, 2025, the Company had cash of $
However, there can be no assurance that the Company will be successful in executing its plans or generating sufficient liquidity, and failure to do so could adversely affect the Company’s operations.
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 September 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 | September 30, 2025 | December 31, 2024 | |||||||
| % | % | |||||||||
| - | ||||||||||
| * | ||||||||||
| * | * | |||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| * |
| 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.
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 $
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 September 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 September 30, 2025 and December 31, 2024, the balance of account receivables was $
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 September 30, 2025 and December 31, 2024.
| F-7 |
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 September 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”), HIPH World Inc. (f.k.a. American Premium Water Corporation and New Electric CV Corporation, “HIPH”), 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 September 30, 2025 and December 31, 2024, the Company owned approximately | |
| ● | The Company has significant influence over HIPH as the Company holds
approximately | |
| ● | The Company has significant influence over VEII as the Company holds approximately |
| ● | The Company has significant influence over SHRG as the Company holds approximately | |
| ● | The Company had significant influence over Impact as the Company held approximately |
| F-8 |
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
During 2021, the Company
invested $
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:
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
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-9 |
American Medical REIT Inc.
LiquidValue Asset Management Pte. Ltd. (“LiquidValue”),
a subsidiary of the Company, owns
American Pacific Financial, Inc.
The Company owns
Sentinel Brokers Company Inc.
The Company’s indirect subsidiary, SeD Capital
Pte Ltd (“SeD Capital”), owns
New Energy Asia Pacific Company Limited
On May 22, 2025, the Company entered into the
Stock Purchase Agreement dated with Chan Heng Fai, pursuant to which the Company purchased from Mr. Chan all of the outstanding shares
of New Energy Asia Pacific Inc. (“NEAPI”) for a purchase price of $
| F-10 |
NEAPI owns
Investment in Debt Securities
Certain debt securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss. Other debt securities are carried at cost, net of any impairment losses. Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated statements of comprehensive income. The Company evaluates its debt securities 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.
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 September 30, 2025 and December 31, 2024, $
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 $
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
| F-11 |
Rental Properties
Rental properties are acquired with the intent
to be rented to tenants. As of September 30, 2025 and December 31, 2024, the Company owned 132 homes. The aggregate purchase cost of all
the homes is $
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
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 nine months ended September 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 $
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-12 |
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
| ● | 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.
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.
| F-13 |
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 nine months ended September 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 license 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.
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 $
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. On September 13, 2025, the Company ceased operations of its subsidiary Hapi Café Korea Inc.
| F-14 |
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 $
| ● | Remaining performance obligations |
As of September 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.
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 nine months ended on September 30, 2025, the Company recorded $
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.
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 gain of $
| F-15 |
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 loss
of $
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 September 30, 2025 and December 31, 2024, there were
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.
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.
| F-16 |
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.
At September 30, 2025 and December 31, 2024, the
aggregate non-controlling interests in the Company were $
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.
Property and Equipment
The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.
| F-17 |
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.
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.
| F-18 |
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 September 30, 2025 there were no concentrations for any of our revenue streams. For the three months ended September 30, 2024, one
customer accounted for approximately
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
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
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 nine months ended September 30, 2025 and 2024:
SCHEDULE OF SEGMENT INFORMATION
| Real Estate | Digital Transformation Technology | Biohealth Business | Other | Total | ||||||||||||||||
| Nine Months Ended on September 30, 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | - | $ | $ | ||||||||||||||
| Cost of Sales | ( | ) | ( | ) | - | ( | ) | ( | ) | |||||||||||
| Gross Profit | ( | ) | - | |||||||||||||||||
| Operating Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income (Expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net Loss Before Income Tax | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| F-19 |
| Real Estate | Digital Transformation Technology | Biohealth Business | Other | Total | ||||||||||||||||
| Nine Months Ended on September 30, 2024 | ||||||||||||||||||||
| Revenue | $ | $ | - | $ | - | $ | $ | |||||||||||||
| Cost of Sales | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||
| Gross Profit (Loss) | - | ( | ) | |||||||||||||||||
| Operating Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating Income (Loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other Income (Expense) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net Income (Loss) Before Income Tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
5. REAL ESTATE ASSETS
As of September 30, 2025 and December 31, 2024, real estate assets consisted of the following:
SCHEDULE OF REAL ESTATE ASSETS
Rental properties at December 31, 2024 | $ | |||
| Depreciation | ( | ) | ||
| Rental properties at September 30, 2025 | $ |
| Rental properties at December 31, 2023 | $ | |||
| Depreciation | ( |
) | ||
| Rental properties at December 31, 2024 | $ |
Single family residential properties
As of September 30, 2025 and December 31, 2024,
the Company owned
The following table presents the summary of our SFRs as of September 30, 2025:
SCHEDULE OF SINGLE FAMILY RESIDENTIAL PROPERTIES
Number of Homes | Aggregate Initial Investment | Average Investment per Home | ||||||||||
| SFRs | $ | $ | ||||||||||
6. NOTES PAYABLE
As of September 30, 2025 and December 31, 2024, notes payable consisted of the following:
SCHEDULE OF NOTES PAYABLE
| September 30, 2025 | December 31, 2024 | |||||||
| Motor Vehicle Loans | $ | $ | ||||||
| Loans for Operations | ||||||||
| Promissory Note to EF Hutton LLC | ||||||||
| Total notes payable | $ | $ | ||||||
| F-20 |
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 $
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 $
7. RELATED PARTY TRANSACTIONS
Purchase of Shares and Warrants from HIPH
On July 17, 2020, the
Company purchased
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
On December 24, 2024, the Company entered into
a stock purchase agreement with HWH pursuant to which the Company agreed to purchase
| F-21 |
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
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
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
New HWH currently has
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 HIPH World Inc. (together with Hapi Metaverse Inc., the “Lenders”) entered into a Convertible Credit
Agreement (the “1st VEII Credit Agreement”) with VEII. The 1st VEII Credit Agreement provides VEII with
a maximum credit line of $
| F-22 |
On September 6, 2023, Hapi Metaverse converted
$
On December 14, 2023, Hapi Metaverse entered into
a Convertible Credit Agreement (“2nd VEII Credit Agreement”) with VEII. On December 15, 2023, Hapi Metaverse loaned
VEII $
On July 15, 2024, the Company entered into a Convertible
Credit Agreement (“3rd VEII Credit Agreement”) with VEII for an unsecured credit line in the maximum amount of
$
VEII issued a Convertible Promissory Note (the
“VEII Convertible Promissory Note”) for $
| F-23 |
Convertible Notes to Sharing Services
On January 17, 2024,
the Company received a Convertible Promissory Note (the “1st SHRG Convertible Note”) from Sharing Services Global
Corp., an affiliate of the Company, in exchange for a $
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 “2nd SHRG Convertible Note) in the amount of $
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 “3rd
SHRG Convertible Note”) in the amount of $
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 “4th
SHRG Convertible Note”) in the amount of $
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 “5th
SHRG Convertible Note”) in the amount of $
| F-24 |
On January 15, 2025,
HWH entered into a Loan Agreement (the “1st Loan Agreement”) with SHRG, under which HWH provided a loan to SHRG
in the amount of $
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 $
On April 17, 2025, HWH entered into a Loan Agreement
(the “2nd Loan Agreement”) with SHRG, under which HWH provided a loan to SHRG in the amount of $
On April 21, 2025 HWH entered into a Loan Agreement (the “3rd
Loan Agreement”) with SHRG, under which the Company provided a loan to SHRG in the amount of $
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 “7th
SHRG Convertible Note”) in the amount of $
On September 17, 2025,
HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the
“8th SHRG Convertible Note”) in the amount of $
Advance to Related Party
On February 20, 2024,
the Company sent $
| F-25 |
Acquisition of L.E.H. Insurance Group, LLC
On November 19, 2024, HWH entered definitive agreements
to acquire a controlling
On September 17, 2025, HWH entered into another
definitive agreement to acquire the remaining
As of September 30, 2025,
the Company impaired goodwill of $
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 $
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 $
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
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 $
| F-26 |
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 $
The closing of the transactions contemplated by the Amended Term Sheet occurred on July 23, 2025.
During the three and nine months ended September 30, 2025, the investment loss in New Energy was $
Notes Payable
Chan Heng Fai provided an interest-free, due on
demand advance to SeD Perth Pty. Ltd. for its general operations. As of September 30, 2025 and December 31, 2024, the outstanding balance
was $
Chan Heng Fai provided an interest-free, due on
demand advance to Hapi Metaverse Inc. for its general operations. As of September 30, 2025 and December 31, 2024, the outstanding balance
was $
In June and July 2025 Chan Heng Fai provided
interest-free, due on demand advances to HWH International Inc. for its general operations. As of September 30, 2025, the
outstanding balance was $
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 $
The Company incurred expenses of $
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 $
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 $
On October 26, 2023,
the same parties entered into another binding term sheet pursuant to which HCI agreed to lend Ketomei up to $
The amount due from Ketomei
at December 31, 2024 was $
| F-27 |
On February 20, 2024, HCI-T invested $
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 $
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 $
On November 6, 2024, the Company’s subsidiary signed a loan
agreement with HapiTravel Holding Pte. Ltd. (“HTHPL”) in the amount of $
On December 18, 2024, the Company’s subsidiary sold Hapi Travel
Pte. Ltd. (“HTPL”) to HTHPL for a consideration of $
On December 17, 2024, the Company’s subsidiary entered into
a shares purchase agreement with HTHPL, pursuant to which the Company sold
On January 23, 2025 the Company’s subsidiary entered into loan
agreement with New Energy Asia Pacific Company Limited (“New Energy Asia”), pursuant to which the Company agreed to lend $
On July 18, 2025, the Company’s subsidiary signed a loan agreement
with HapiTravel Holding Pte. Ltd in the amount of $
On
August 20, 2025, the Company entered into a securities purchase agreement with DSS pursuant to which the Company purchased from DSS a
Convertible Promissory Note (the “DSS Convertible Note”) in the amount of $
| F-28 |
On August 22, 2025, the Company’s subsidiary paid a bill on
behalf of Value Exchange International (Hong Kong) Limited (“VEIHK”), a fellow subsidiary of VEII, in the amount of $
On September 5, 2025, the Company’s subsidiary entered into
a loan agreement with VEIHK, in the amount of $
8. EQUITY
The Company has authorized share capital of
The Company has designated
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 $
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 $
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
On September 30, 2025, there were
| F-29 |
The following table summarizes the warrant activity for the nine months ended September 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 | $ | $ | - | |||||||||||||
| Warrants Vested and exercisable at December 31, 2024 | $ | $ | - | |||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Forfeited, cancelled, expired | - | - | ||||||||||||||
| Warrants Outstanding as of September 30, 2025 | $ | $ | - | |||||||||||||
| Warrants Vested and exercisable at September 30, 2025 | $ | $ | - | |||||||||||||
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 $
Stock Compensation
On April 15, 2025, the Board of Directors of the
Company awarded Chairman and Chief Executive Officer Chan Heng Fai
Issuance of Shares for Equity Investment
The Company entered into a Stock Purchase Agreement
dated as of May 22, 2025 with Chan Heng Fai, pursuant to which the Company purchased from Mr. Chan all of the outstanding shares of NEAPI
for a purchase price of $
On July 23, 2025, Mr. Chan converted the entire
balance of the $
Stock Repurchase Program
During
the nine months ended September 30, 2025, the Company repurchased
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 September 30, 2025 in each calendar year through the end of their terms are as follows:
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS
| 2026 | $ | |||
| 2027 | ||||
| Total Future Receipts | $ |
| F-30 |
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 September 30, 2025 and 2024, property
management fees incurred by the property managers were $
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 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Other Comprehensive Income (Loss) | $ | - | $ | $ | ( | ) | $ | |||||||||
| Balance at March 31, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Other Comprehensive Income | $ | - | $ | $ | - | $ | ||||||||||
| Balance at June 30, 2025 | $ | ( | ) | $ | $ | $ | ||||||||||
| Other Comprehensive Income | $ | - | $ | ( | ) | $ | - | $ | ( | ) | ||||||
| Balance at September 30, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Unrealized Gains and Losses on Security Investment | Foreign Currency Translations | Change in Minority Interest | Total | |||||||||||||
| Balance at January 1, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Other Comprehensive Loss | $ | - | ( | ) | ( | ) | ( | ) | ||||||||
| Balance at March 31, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Other Comprehensive (Loss) Income | $ | - | ( | ) | ( | ) | ||||||||||
| Balance at June 30, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Balance Beginning | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Other Comprehensive Income (Loss) | $ | - | ( | ) | ||||||||||||
| Balance at September 30, 2024 | $ | ( | ) | $ | $ | $ | ||||||||||
| Balance Ending | $ | ( | ) | $ | $ | $ | ||||||||||
| F-31 |
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 September 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 | |||||||||||||
| September 30, 2025 | ||||||||||||||||
| Assets | ||||||||||||||||
| Investment Securities- Fair Value Option | $ | $ | $ | - | $ | |||||||||||
| Investment Securities- Trading | - | |||||||||||||||
| Warrants – HIPH | - | - | ||||||||||||||
| Warrants - VEII | - | - | ||||||||||||||
| Warrants - SHRG | - | - | ||||||||||||||
| Convertible Loan Receivable - VEII | - | - | ||||||||||||||
| Convertible Loan Receivable - SHRG | - | - | ||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | ||||||||||||
| Fair Value Measurement Using | Amount at | |||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
| December 31, 2024 | ||||||||||||||||
| Assets | ||||||||||||||||
| Investment Securities- Fair Value Option | $ | $ | $ | - | $ | |||||||||||
| Investment Securities- Trading | - | |||||||||||||||
| Warrants - HIPH | - | - | ||||||||||||||
| Warrants - VEII | - | - | ||||||||||||||
| Warrants- SHRG | - | - | ||||||||||||||
| Convertible Loan Receivable - VEII | - | - | ||||||||||||||
| Convertible Loan Receivable - SHRG | - | - | ||||||||||||||
| Total Investment in Securities at Fair Value | $ | $ | $ | $ | ||||||||||||
Realized loss on investment securities for the
three months ended September 30, 2025 was $
| F-32 |
The following chart shows details of the fair value of equity security investment at September 30, 2025 and December 31, 2024, respectively.
SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT
| Share price | Market Value | |||||||||||||
| 9/30/2025 | Shares | 9/30/2025 | Valuation | |||||||||||
| DSS (Related Party) | $ | $ | ||||||||||||
| Trading Stocks | $ | |||||||||||||
| Total Level 1 Equity Securities | $ | |||||||||||||
| AMBS | $ | $ | - | |||||||||||
| Holista | $ | $ | ||||||||||||
| Value Exchange (Related Party) | $ | $ | ||||||||||||
| HIPH World (Related Party) | $ | $ | - | |||||||||||
| Sharing Services (Related Party) | $ | $ | ||||||||||||
| Trading Stocks | $ | |||||||||||||
| Total Level 2 Equity Securities | $ | |||||||||||||
| Nervotec | N/A | $ | - | |||||||||||
| UBeauty | N/A | $ | ||||||||||||
| Ideal Food and Beverages | N/A | $ | - | |||||||||||
| HapiTravel Holding | N/A | $ | ||||||||||||
| AES Group Co. Ltd. | N/A | $ | ||||||||||||
| Total Equity Securities | $ | |||||||||||||
| F-33 |
| Share price | Market Value | |||||||||||||
| 12/31/2024 | Shares | 12/31/2024 | Valuation | |||||||||||
| DSS (Related Party) | $ | $ | ||||||||||||
| Trading Stocks | $ | |||||||||||||
| Total Level 1 Equity Securities | $ | |||||||||||||
| AMBS | $ | $ | - | |||||||||||
| Holista | $ | $ | ||||||||||||
| Value Exchange (Related Party) | $ | $ | ||||||||||||
| Sharing Services (Related Party) | $ | $ | ||||||||||||
| HIPH World (Related Party) | $ | $ | - | |||||||||||
| Impact BioMedical (Related Party) | $ | $ | ||||||||||||
| Trading Stocks | $ | |||||||||||||
| Total Level 2 Equity Securities | $ | |||||||||||||
| Nervotec | N/A | $ | ||||||||||||
| UBeauty | N/A | $ | ||||||||||||
| Ideal Food and Beverages | N/A | $ | - | |||||||||||
| HapiTravel Holding | N/A | $ | ||||||||||||
| Total Equity Securities | $ | |||||||||||||
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.
| F-34 |
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 nine months ended September 30, 2025 and 2024:
SCHEDULE OF CHANGE IN FAIR VALUE
| Total | ||||
| Balance at January 1, 2025 | $ | |||
| Impairment | ( | ) | ||
| Total Gains | - | |||
| Balance at March 31, 2025 | $ | |||
| Total Gains | - | |||
| Balance at June 30, 2025 | $ | |||
| Total Gains | - | |||
| Balance at September 30, 2025 | $ | |||
| Total | ||||
| Balance at January 1, 2024 | $ | |||
| Impairment | ( | ) | ||
| Total Gains | ||||
| Balance at March 31, 2024 | $ | |||
| Total Gains | - | |||
| Balance at June 30, 2024 | $ | |||
| Total Gains | - | |||
| Balance at September 30, 2024 | $ | |||
Vector Com Convertible Bond
On February 26, 2021, the Company invested approximately
$
Warrants
HIPH
On July 17, 2020, the Company purchased
The fair value of the HIPH warrants under level 3 category as of September 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
| September 30, 2025 | December 31, 2024 | |||||||
| Stock Price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Risk free interest rate | % | % | ||||||
| Annualized volatility | % | % | ||||||
| Dividend Yield | $ | $ | ||||||
| Year to maturity | ||||||||
| F-35 |
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 September 30, 2025 and December 31, 2024, the fair value of the warrants was
$
The fair value of the VEII warrants under level 2 category as of September 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
| September 30, 2025 | December 31, 2024 | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Risk free interest rate | % | % | ||||||
| Annualized volatility | % | % | ||||||
| Dividend Yield | $ | $ | ||||||
| Year to maturity | ||||||||
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 $
The fair value of the 148,810 SHRG warrants under level 2 category as of September 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
| September 30, 2025 | December 31, 2024 | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Risk free interest rate | % | % | ||||||
| Annualized volatility | % | % | ||||||
| Dividend Yield | $ | $ | ||||||
| Year to maturity | ||||||||
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 $
| F-36 |
The fair value of the 937,500 SHRG warrants under level 2 category as of September 30, 2025, was calculated using binomial option pricing model valued with the following weighted average assumptions:
SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS
| September 30, 2025 | ||||
| Stock price | $ | |||
| Exercise price | $ | |||
| Risk free interest rate | % | |||
| Annualized volatility | % | |||
| Dividend Yield | $ | |||
| Year to maturity | ||||
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 nine months ended September 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, China and Taiwan through leased spaces aggregating approximately
SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL
| Office Location | Lease Term as of September 30, 2025 | |
| Singapore - AI | ||
| Singapore – F&B | ||
| Singapore – Hapi Cafe | ||
| South Korea – Hapi Cafe | ||
| Bethesda, Maryland, USA | ||
| China - Office | ||
| China - Shop | ||
| Taiwan - Cafe | ||
| Taiwan - Office | ||
| Hong Kong - Office |
| F-37 |
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.
The table below summarizes future payments due under these leases as of September 30, 2025.
For the Twelve Months Ending September 30:
SCHEDULE OF LEASE PAYMENTS
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total Minimum Lease Payments | $ | |||
| Less: Effect of Discounting | ( | ) | ||
| Present Value of Future Minimum Lease Payments | ||||
| Less: Current Obligations under Leases | ( | ) | ||
| Long-term Lease Obligations | $ |
Impairment of Right-of-Use Assets
As of September 30, 2025, the Company recorded
impairment on right-of-use assets of $
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 September 30,
2025 and December 31, 2024, the security deposits held in the trust account were $
13. SUBSEQUENT EVENTS
The Company has evaluated all subsequent events and transactions through November 14, 2025, the date that the consolidated financial statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than noted below:
Securities Purchase Agreement with SHRG
On October 6, 2025, HWH International Inc. entered into a
securities purchase agreement with Sharing Services Global Corporation, pursuant to which SHRG issued a convertible promissory note to
the Company in the amount of $
| F-38 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors, technological advances and failure to successfully develop business relationships.
Business Overview
We are a diversified holding company principally engaged through our subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong, Australia, South Korea and the People’s Republic of China. We manage a significant portion of our three principal businesses through our 85.8% owned subsidiary, Alset International Limited, a public company traded on the Singapore Stock Exchange. Through this subsidiary (and indirectly, through other public and private U.S. and Asian subsidiaries), we are actively developing real estate projects near Houston, Texas in our real estate segment. In our digital transformation technology segment, we focus on serving business-to-business (B2B) needs in e-commerce, collaboration and social networking functions. Our biohealth segment includes the sale of consumer products. Alset Inc. and Alset International Limited collectively own 73.3% of HWH International Inc. (described in further detail below). We also have certain wholly owned subsidiaries that collectively own 132 single family residential rental properties in Montgomery and Harris Counties, Texas.
We also hold minority ownership interests, including a 36.9% equity interest in American Pacific Financial, Inc., formerly known as American Pacific Bancorp Inc. (“APF”), a 43.6% equity interest in DSS Inc. (“DSS”), an indirect 45.8% equity interest in Value Exchange International Inc. (“VEII”), a 0.5% equity interest in HIPH World Inc. (f.k.a. American Premium Water Corporation and New Electric CV Corporation), and a 29% equity interest in Sharing Services Global Corporation (“SHRG”). APF is a financial network holding company. DSS is a multinational company operating businesses with five divisions: product packaging, biotechnology, direct marketing, commercial lending, and securities and investment management. DSS Inc. is listed on the NYSE American (NYSE: DSS). Value Exchange International, Inc. is a provider of information technology services for businesses, and is traded on the OTC Markets. Sharing Services Global Corporation, is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio, business competencies, and geographic reach. Sharing Services Global Corporation is traded on the OTC Markets.
We generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over time. Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where our management can provide value by advising on new markets and expansion. We have at times provided a range of global capital and management services to these companies in order to gain access to Asian markets. We have historically favored businesses that improve an individual’s quality of life or that improve the efficiency of businesses through technology in various industries. We believe our capital and management services provide us with a competitive advantage in the selection of strategic acquisitions, which creates and adds value for our Company and our stockholders.
Additionally, the Company operates a portfolio of trading securities with the objective of generating profits from short-term fluctuations in market prices. The portfolio is actively managed, and securities are bought and sold with the intent to realize gains from price movements within a short-term horizon.
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.
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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.
The CODMs do not evaluate performance or allocate resources based on segment assets.
Recent Developments
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 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.
Notice from NASDAQ
On May 13, 2025, the Company received a letter from The Nasdaq Stock Market LLC indicating that the Company’s common stock had closed below the minimum $1.00 per share bid price requirement for 30 consecutive business days, and that the Company is therefore not in compliance with Nasdaq Listing Rule 5550(a)(2). The notification has no immediate effect on the listing of the Company’s common stock, and the Company has 180 calendar days to regain compliance with the minimum bid price requirement.
On July 17, 2025, Alset Inc. (the “Company”) received notice from the Nasdaq Listing Qualifications Staff (the “Staff”) that the Staff has determined that the Company has regained compliance with Nasdaq’s minimum $1 bid price per share requirement. While the Company has regained compliance with the Minimum Bid Price Requirement, there can be no assurance that the Company will be able to maintain compliance with the Minimum Bid Price Requirement in the future.
Consummation of the Merger 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 Acquisition Corp., a Delaware corporation (“Alset Capital”) entered into an agreement and plan of merger (the “Merger Agreement”) with our indirect subsidiary HWH International Inc., a Nevada corporation (“HWH Nevada”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Alset Capital (“Merger Sub”). The Company and its 85.8% owned subsidiary Alset International own Alset Acquisition Sponsor, LLC, the sponsor (the “Sponsor”) of Alset Capital.
Pursuant to the Merger Agreement, on January 9, 2024, a Business Combination between Alset Capital and HWH Nevada was effected through the merger of Merger Sub with and into HWH Nevada, with HWH Nevada surviving the merger as a wholly owned subsidiary of Alset Capital (the “Merger”), and Alset Capital changing its name to HWH International Inc. (“New HWH”).
The total consideration paid at the closing of the Merger by New HWH to the shareholders of HWH Nevada was 12,500,000 shares of New HWH common stock. Alset International owned the majority of the outstanding shares of HWH Nevada at the time of the business combination, and received 10,900,000 shares of New HWH as consideration for its shares of HWH Nevada.
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Following these transactions, HWH International Inc. is now a purpose-driven lifestyle company encompassing differentiated offerings from four core pillars: Hapi Marketplace, Hapi Cafe, Hapi Travel and Hapi Wealth Builder. HWH International Inc. seeks to develop new pathways to help people in their pursuit of health, wealth and happiness. HWH International Inc. is listed on the Nasdaq under the symbol HWH.
Stock Purchase Agreement and Debt Conversion Agreements
On September 24, 2024, HWH entered into two (2) debt conversion agreements with creditors (each an “Agreement,” or collectively, the “Agreements”): (i) Alset International Limited (significant stockholder of HWH); and (ii) Alset Inc. (which in turn is Alset International Limited’s majority stockholder). Each Agreement converts debt owed by HWH to the respective creditor into shares of HWH’s common stock.
Under the terms of their respective Agreements, Alset Inc. converted $300,000 of HWH’s debt into 476,190 shares of HWH’s common stock, and Alset International Limited converted $3,501,759 of HWH’s debt into 5,558,347 shares of HWH’s common stock. Under the Agreements, the debt conversions resulted in the issuance of newly issued shares of HWH’s common stock. The price at which the debt conversion was fixed was set at $0.63 per share of HWH common stock. Cumulatively, the newly issued shares contemplated by the Agreements represented 6,034,537 new shares of HWH’s common stock.
On September 26, 2024, Alset Inc. entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the Company’s majority owned subsidiary, Alset International Limited. Pursuant to the Stock Purchase Agreement, the Company purchased 6,500,000 shares (the “Shares”) of HWH International Inc. (the Nasdaq-listed company). As consideration for the Shares, the Company issued a secured promissory note to Alset International Limited in the original principal amount of $4,095,000 (the “Promissory Note”). The Promissory Note bears an interest rate of 5% per annum and a maturity date of September 26, 2026, and is secured by collateral specified in a security agreement between the Company and Alset International Limited.
Our Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Chairman and Chief Executive Officer of Alset International Limited and the Chairman of HWH. In addition, certain other members of our board are also officers and/or directors of Alset International Limited and HWH.
The closing of the transactions described herein was contingent upon the approval of the stockholders of Alset International Limited (which was approved on November 18, 2024) and the satisfaction of other closing conditions. The transactions closed on November 20, 2024.
Sale of Certain Lots
Agreement to Sell 142 Lots and 63 Lots
On November 13, 2023, 150 CCM Black Oak Ltd. (the “Seller”), a Texas Limited Partnership, entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of one of the aforementioned Agreements, the Seller agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in the city of Magnolia, Texas known as the “Lakes at Black Oak.” On July 1, 2024, the Seller closed the sale of 70 of the lots contemplated by the Agreement, generating approximately $3.8 million. Pursuant to the other Agreement, the Seller agreed to sell 63 single-family detached residential lots in the city of Magnolia, Texas. In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas (“Alset Villas”). Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023. The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million. The sale of the additional 72 lots closed on October 10, 2024 generating approximately $3.9 million. The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.
The Company has retained four model lots within Section 1 of the property. The Company intends to enter into contract-build agreements with local, regional or national builders to construct single-family, for rent homes. These elevations and floor plans will be carefully selected to suit the for-rent tenants and/or for-sale customers. The Company will also reserve the right to sell these homes in the event this is deemed to be the highest and best use in the marketplace. The Company expects to complete these homes within the next twelve months.
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Issuance of Convertible Loans to Value Exchange International, Inc.
On July 15, 2024, the Company entered into a Convertible Credit Agreement (“3rd VEII Credit Agreement”) with VEII for an unsecured credit line in the maximum amount of $110,000. Advances of the principal under the 3rd VEII Credit Agreement accrue simple interest at 8% per annum. Each Advance under the 3rd 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 3rd 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 3rd 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.
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. 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. At the time of this filing, the Company has not converted the Loan Amount.
The Company currently owns a total of 21,179,275 shares (representing approximately 45.8%) of VEII.
Our founder, Chairman and Chief Executive Officer, Chan Heng Fai, and another member of the Board of Directors of Hapi Metaverse, Lum Kan Fai Vincent, are both members of the Board of Directors of VEII. In addition to Mr. Chan, 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).
Issuance of Convertible Loans to Sharing Services Global Corp.
On January 17, 2024, the Company received a Convertible Promissory Note (the “1st 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 1st 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 1st SHRG Convertible Note bears a 10% interest rate and has a scheduled maturity six (6) months from the date of the 1st SHRG Convertible Note, or July 17, 2024. The terms of the note and maturity date were subsequently extended.
On March 20, 2024, the Company’s subsidiary HWH International Inc. entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note (the “2nd 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. “). The 2nd SHRG Convertible Note bears a 6% interest rate and has scheduled maturity on March 20, 2027. At the time of this filing, HWH has not converted any of the debt contemplated by the 2nd SHRG Convertible Note nor exercised any of the warrants.
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 “3rd 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 3rd SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the 3rd SHRG Convertible Note. Additionally, upon signing the 3rd 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 3rd SHRG Convertible Note.
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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 “4th 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 4th SHRG Convertible Note. Additionally, upon signing the 4th 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 4th SHRG Convertible Note.
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 “5th 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 5th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the 5th SHRG Convertible Note. Additionally, upon signing the 5th 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 5th SHRG Convertible Note.
On January 15, 2025, HWH entered into a Loan Agreement (the “1st 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 1st Loan Agreement, January 15, 2026. The 1st Loan Agreement bears an 8% interest rate.
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 (the “6th SHRG Convertible Note”). The 6th 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. The 6th SHRG Convertible Note bears an 8% interest rate. At the time of filing, HWH has not converted any of the debt contemplated by the 6th SHRG Convertible Note nor exercised any of the warrants.
On June 27, 2025, HWH entered into a securities purchase agreement with SHRG pursuant to which the Company purchased from SHRG a Convertible Promissory Note (the “7th 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 7th 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 7th SHRG Convertible Note bears an 8% interest rate and has scheduled maturity on June 27, 2028. At the time of filing, HWH has not converted any of the debt contemplated by the 7th SHRG Convertible Note.
On September 17, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “8th SHRG Convertible Note”) in the amount of $70,000, convertible into 11,666,667 shares of SHRG’s common stock at HWH’s option for an aggregate purchase price of $70,000. The 8th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note. Additionally, upon signing the 8th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $5,600 in total, to be paid either in cash or in common stock of SHRG, at HWH’s discretion. At the time of filing, HWH has not converted any of the debt contemplated by the 8th SHRG Convertible Note.
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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 mutually agreed to revise this agreement, and on May 8, 2025, the Company and the Seller entered into an Amended Term Sheet (the “Amended Term Sheet”). Under the terms of the Amended Term Sheet, the Company agreed to purchase from the Seller all of the outstanding shares of NEAPI through a stock purchase agreement for a purchase price of $83,000,000 in the form of a promissory note convertible into newly issued shares of the Company’s common stock (the “Convertible Note”). The Convertible Note had an interest rate of 1% per annum. Under the terms of the Convertible Note, the Seller was able to convert any outstanding principal and interest into shares of the Company’s common stock at $3.00 per share upon ten (10) days’ notice prior to maturity of the Convertible Note five (5) years from the date of the Amended Term Sheet, and upon maturity of the Convertible Note any outstanding principal and accrued interest accrued thereunder would automatically be converted into shares of the Company’s common stock at the conversion rate.
New Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries. The Company intends for this to be a strategic move, in line with the Company’s commitment to advancing sustainable and eco-friendly solutions for the future. The Seller is a member of the Board of Directors of New Energy and is a stockholder of New Energy.
The closing of the transactions contemplated by the Amended Term Sheet occurred on July 23, 2025.
Purchase of DSS Shares
On May 21, 2024, the Company entered into a Securities Purchase Agreement (the “DSS Securities Purchase Agreement”) with the Company’s Chairman and Chief Executive Officer, Chan Heng Fai, and Heng Fai Holdings Limited, a company wholly owned by Mr. Chan. Pursuant to the DSS Securities Purchase Agreement, the Company will purchase 982,303 shares of DSS Inc., a NYSE-listed company. These shares include 979,325 shares of DSS common stock to be acquired from Mr. Chan and 2,978 shares to be acquired from Heng Fai Holdings Limited (collectively, the “Shares”). The Shares represent approximately 13.9% of the total issued and outstanding shares of DSS as of the date hereof. As consideration for the Shares, the Company will issue a total of 3,316,488 shares of its common stock to Mr. Chan and Heng Fai Holdings Limited. The consideration to be paid for the Shares is based on the relevant market closing price of DSS common stock and the Company’s common stock as of May 3, 2024.
Approval of the transactions described herein was granted by the Board of Directors of the Company (“the Board”) during a meeting of the Board held on May 6, 2024. Mr. Chan and Chan Tung Moe, another member of the Board and the son of Mr. Chan, recused themselves from discussion and voting on the approval of such transaction and the acquisition of the DSS Shares.
The closing of the transactions contemplated by the DSS Securities Purchase Agreement remained subject to the approval of the Company’s stockholders and no objection from the Nasdaq. The parties subsequently mutually agreed not to proceed with this transaction.
Reorganization of Real Estate Business and Spin-off
On August 1, 2025, the Company’s indirect majority-owned subsidiary Winning Catering Group, Inc. (then known as LiquidValue Development Inc., or “LVD”) entered into a Contribution Agreement with Alset Real Estate Holdings Inc., its wholly owned subsidiary (“Alset Real Estate Holdings”). Pursuant to the terms of the Contribution Agreement, LVD agreed to transfer its ownership of all of the issued and outstanding shares of Alset EHome Inc., the company that owned substantially all of the assets and liabilities of LVD, to Alset Real Estate Holdings. On August 18, 2025, LVD completed the distribution of substantially all of its assets to holders of its common stock as of August 15, 2025, in the form of a one-time special dividend (the “Distribution”). The Distribution consisted of all of the issued and outstanding shares of Alset Real Estate Holdings Inc., having an aggregate fair market value of approximately $34.8 million as of the date of Distribution, and constituting substantially all of LVD’s net asset value. LVD shareholders received shares on a pro rata basis, based on the number of shares of the LVD’s common stock. Following this transaction, LVD had no material operations or sources of revenue and would be considered a shell company. Because of the Contribution Agreement and the Distribution, the Company’s ownership interest in Alset Real Estate Holdings Inc. mirrors its ownership interest in LVD at the time of the Distribution. Therefore, the Company’s ownership interest in Alset EHome Inc. and its real estate business remains unchanged following the transactions described above.
On September 22, 2025, LiquidValue Development Inc. changed its name to “Winning Catering Group, Inc.” in anticipation of a planned merger pursuant to an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) entered into on May 30, 2025 (such merger has not yet closed as of the date hereof). The Acquisition Agreement was entered into by LVD with (i) SeD Intelligent Home Inc., a Nevada corporation, the majority shareholder of LVD and an indirect majority-owned subsidiary of the Company (“SeD”); (ii) LVD Merger Corp., a Nevada corporation and wholly owned subsidiary of LVD (the “Merger Sub”); (iii) Winning Catering Management Limited, a British Virgin Islands corporation (“Winning Group”); (iv) Winning Holdings Limited, a British Virgin Islands corporation (“Winning Holdings”); and (iv) Pure Talent Group Limited, a British Virgin Islands corporation (“PTGL” and collectively, the “Parties”). Pursuant to the terms of the Acquisition Agreement, the Merger Sub will merge with and into Winning Group (the “Merger”), with Winning Group surviving the Merger. Following the Merger, Winning Group will become a wholly owned subsidiary of LVD. In connection with the Merger and as part of the transaction structure, the Parties also agreed that: 3,754,897,728 new fully paid, non-assessable shares of LVD’s common stock will be issued to Winning Holdings and 234,681,108 shares will be issued to PTGL. At the closing of these transactions, (i) Winning Holdings will own 80% of the issued and outstanding shares of LVD; (ii) SeD and other existing stockholders will retain 15% of the LVD’s shares; and (iii) PTGL will own 5% of LVD’s shares. Winning Group’s principal line of business is Wing Nin, a Hong Kong food and beverage brand. Renowned for its cart noodles, a Hong Kong staple, Wing Nin sells customizable bowls featuring a choice of noodle bases, a wide array of toppings, and a rich homemade spicy curry sauce. Wing Nin began as a street vendor in the 1960s and has expanded in recent years. Today, Wing Nin has thirteen locations across Hong Kong.
Matters that May or Are Currently Affecting Our Business
In addition to the matters described above, the primary challenges and trends that could affect or are affecting our financial results include:
● Our ability to improve our revenue through cross-selling and revenue-sharing arrangements among our diverse group of companies;
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● Our ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed, and profitably integrate them into our existing operations;
● Our ability to attract competent and skilled technical and sales personnel for each of our businesses at acceptable compensation levels to manage our overhead;
● Our ability to control our operating expenses as we expand each of our businesses and product and service offerings; and
● The effects of public health issues such as a major epidemic or pandemic, including the impact of COVID-19 on the economy and our business.
Results of Operations
Summary of Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
| Three- Months Ended | Nine-months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenue | $ | 998,828 | $ | 4,960,711 | $ | 3,166,093 | $ | 12,173,964 | ||||||||
| Operating Expenses | $ | (3,577,806 | ) | $ | (5,924,492 | ) | $ | (12,432,650 | ) | $ | (18,213,728 | ) | ||||
| Other Income (Expenses) | $ | 4,547,503 | $ | 2,433,020 | $ | (7,068,004 | ) | $ | (954,752 | ) | ||||||
| Income Tax Expense | $ | (4,524 | ) | $ | - | $ | (47,472 | ) | $ | - | ||||||
| Net Income (Loss) | $ | 1,964,001 | $ | 1,469,239 | $ | (16,382,033 | ) | $ | (6,994,516 | ) | ||||||
Revenue
The following tables set forth period-over-period changes in revenue for each of our reporting segments:
| Three-months Ended | Change | |||||||||||||||
| September
30, 2025 |
September
30, 2024 |
Dollars | Percentage | |||||||||||||
| Real Estate | $ | 692,890 | $ | 4,539,699 | $ | (3,846,809 | ) | -85 | % | |||||||
| Digital Transformation Technology | 151 | - | 151 | 100 | % | |||||||||||
| Other | 305,787 | 421,012 | (115,225 | ) | -27 | % | ||||||||||
| Total Revenue | $ | 998,828 | $ | 4,960,711 | $ | (3,961,883 | ) | -80 | % | |||||||
| Nine-months Ended | Change | |||||||||||||||
| September 30, 2025 |
September 30, 2024 |
Dollars | Percentage | |||||||||||||
| Real Estate | $ | 2,126,737 | $ | 10,997,704 | $ | (8,870,967 | ) | -81 | % | |||||||
| Digital Transformation Technology | 151 | - | 151 | 100 | % | |||||||||||
| Other | 1,039,205 | 1,176,260 | (137,055 | ) | -12 | % | ||||||||||
| Total Revenue | $ | 3,166,093 | $ | 12,173,964 | $ | (9,007,871 | ) | -74 | % | |||||||
Revenue was $998,828 and $4,960,711 for the three months ended September 30, 2025 and 2024, respectively. Revenue was $3,166,093 and $12,173,964 for the nine months ended September 30, 2025 and 2024, respectively. The decrease in revenue is mainly caused by the fact that the remaining properties in the Lakes at Black Oak and Alset Villas projects were sold in 2024.
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In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and were expected to generate approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay. The sale of 335 lots closed in the first nine months of 2023 generating approximately $18.1 million revenue. The sale of remaining lots closed on January 4, 2024 generating approximately $5.0 million revenue.
Revenue from rental business was $692,890 and $724,699 in the three months ended September 30, 2025 and 2024, respectively. Revenue from rental business was $2,126,737 and $2,150,204 in the nine months ended September 30, 2025 and 2024, respectively. The Company expects that the revenue from this business will continue to increase as we acquire more rental houses and successfully rent them.
The category described as “Other” includes corporate and financial services, food and beverage business, and new venture businesses. “Other” includes certain costs that are not allocated to the reportable segments, primarily consisting of unallocated corporate overhead costs, including administrative functions not allocated to the reportable segments from global functional expenses.
The financial services, food and beverage businesses and new venture businesses are small and diversified, and accordingly they are not separately addressed as one independent category. In the three months ended September 30, 2025 and 2024, the revenue from other businesses was $305,938 and $421,012, respectively. In the nine months ended September 30, 2025 and 2024, the revenue from other businesses was $1,039,205 and $1,176,260, respectively, generated by Korean, Singaporean and Chinese café shops and restaurants.
Cost of Revenues and Operating Expenses
The following tables sets forth period-over-period changes in cost of revenues for each of our reporting segments:
| Three-months Ended | Change | |||||||||||||||
| September
30, 2025 |
September
30, 2024 |
Dollars | Percentage | |||||||||||||
| Real Estate | $ | 650,329 | $ | 2,700,952 | $ | (2,050,623 | ) | -76 | % | |||||||
| Biohealth | - | 22 | (22 | ) | -100 | % | ||||||||||
| Digital Transformation Technology | 223 | - | 223 | 100 | % | |||||||||||
| Other | 105,817 | 248,850 | (143,033 | ) | -57 | % | ||||||||||
| Total Cost of Revenues | $ | 756,369 | $ | 2,949,824 | $ | (2,193,455 | ) | -74 | % | |||||||
| Nine-months Ended | Change | |||||||||||||||
| September 30, 2025 | September 30, 2024 | Dollars | Percentage | |||||||||||||
| Real Estate | $ | 1,905,090 | $ | 7,882,274 | $ | (5,977,184 | ) | -76 | % | |||||||
| Biohealth | - | 3,409 | (3,409 | ) | -100 | % | ||||||||||
| Digital Transformation Technology | 223 | - | 223 | 100 | % | |||||||||||
| Other | 471,631 | 552,466 | (80,835 | ) | -15 | % | ||||||||||
| Total Cost of Revenues | $ | 2,376,944 | $ | 8,438,149 | $ | (6,061,205 | ) | -72 | % | |||||||
Cost of revenues decreased from $2,949,824 in the three months ended September 30, 2024 to $756,369 in the three months ended September 30, 2025. Cost of revenues decreased from $8,438,149 in the nine months ended September 30, 2024 to $2,376,944 in the nine months ended September 30, 2025. The decrease in cost of revenue is caused by the decrease in property sales from the Lakes at Black Oak project in 2025. The last lots in Lakes at Black Oak project were sold during 2024.
| 10 |
The gross margin decreased from $2,010,887 to $242,459 in the three months ended September 30, 2024 and 2025, respectively. The gross margin decreased from $3,735,815 to $789,149 in the nine months ended September 30, 2024 and 2025, respectively. The decrease of gross margin was caused by the decrease in sales in the Lakes at Black Oak Project.
The following tables sets forth period-over-period changes in operating expenses for each of our reporting segments.
| Three-months Ended | Change | |||||||||||||||
| September
30, 2025 |
September
30, 2024 |
Dollars | Percentage | |||||||||||||
| Real Estate | $ | (8,527 | ) | $ | 381,254 | $ | (389,781 | ) | -102 | % | ||||||
| Biohealth | 44,219 | (204,709 | ) | 248,928 | -122 | % | ||||||||||
| Digital Transformation Technology | 125,403 | 130,908 | (5,505 | ) | -4 | % | ||||||||||
| Other | 2,660,342 | 2,667,214 | (6,873 | ) | 0 | % | ||||||||||
| Total Operating Expenses | $ | 2,821,436 | $ | 2,974,667 | $ | (153,231 | ) | -5 | % | |||||||
| Nine-months Ended | Change | |||||||||||||||
| September 30, 2025 | September 30, 2024 | Dollars | Percentage | |||||||||||||
| Real Estate | $ | 1,369,966 | $ | 1,321,120 | $ | 48,846 | 4 | % | ||||||||
| Biohealth | 446,268 | 910,354 | (464,087 | ) | -51 | % | ||||||||||
| Digital Transformation Technology | 448,809 | 421,543 | 27,266 | 6 | % | |||||||||||
| Other | 7,790,664 | 7,122,562 | 668,102 | 9 | % | |||||||||||
| Total Operating Expenses | $ | 10,055,706 | $ | 9,775,579 | $ | 280,127 | 3 | % | ||||||||
The increase of operating expenses in the first nine months of 2025 compared to the same period of 2024 was mostly caused by the bonus paid to CEO.
Other Income (Expense)
In the three months ended September 30, 2025, the Company had other income of $4,547,503 compared to other income of $2,433,020 in the three months ended September 30, 2024. In the nine months ended September 30, 2025, the Company had other expense of $7,068,004 compared to other expense of $954,752 in the nine months ended September 30, 2024. The loss/gain on foreign exchange transaction is the primary reason for the volatility in these two periods. Foreign exchange transaction gain was $1,448,155 in the three months ended September 30, 2025, compared to $3,673,699 loss in the three months ended September 30, 2024. Foreign exchange transaction loss was $4,795,345 in the nine months ended September 30, 2025, compared to $1,634,713 loss in the nine months ended September 30, 2024.
Net Loss
In the three months ended September 30, 2025 the Company had net income of $1,964,001 compared to net income of $1,469,239 in the three months ended September 30, 2024. In the nine months ended September 30, 2025, the Company had net loss of $16,382,033 compared to net loss of $6,994,516 in the nine months ended September 30, 2024.
Liquidity and Capital Resources
Our real estate assets have decreased to $29,889,632 as of September 30, 2025 from $30,695,669 as of December 31, 2024. This decrease reflects depreciation expenses on the rental properties.
| 11 |
Our cash has decreased from $27,243,787 as of December 31, 2024 to $25,459,416 as of September 30, 2025. Our liabilities decreased from $6,563,126 at December 31, 2024 to $4,711,668 at September 30, 2025. Our total assets have increased to $169,106,722 as of September 30, 2025 from $96,761,977 as of December 31, 2024 mainly due to increase in value of investment securities and purchasing equity investment.
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 is 1.5% per annum on the face amount of the L/C. Other standard lender fees apply in the event the L/C is drawn down. The loan is a revolving line of credit. The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed. Repayment of the Loan Agreement is secured by a $2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. On March 15, 2022, approximately $2,300,000 was released from collateral, leaving approximately $300,000 as collateral for outstanding letters of credit. On December 14, 2023 approximately $201,751 was released from collateral, leaving approximately $100,000 as collateral for outstanding letters of credit.
On November 13, 2023, the Company entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of one of the aforementioned Agreements, the Seller agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in the Lakes at Black Oak. The selling price of these lots was anticipated to equal approximately $7.4 million. Pursuant to the other Agreement, the Seller agreed to sell 63 single-family detached residential lots in the city of Magnolia, Texas. In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas. Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023. The closing of the transactions described above depended on the satisfaction of certain conditions. On July 1, 2024, the Seller closed the sale of 70 of the lots contemplated by that certain Agreement, generating approximately $3.8 million. The sale of the remaining 72 lots at Lakes at Black Oak closed on October 10, 2024 generating approximately $3.9 million. The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.
Additionally, the Company is entitled to receive certain developer reimbursements for the Lakes at Black Oak and Alset Villas projects.
The management believes that the available cash in bank accounts and favorable cash revenue from real estate projects are sufficient to fund our operations for at least the next 12 months.
Summary of Cash Flows for the Nine Months Ended September 30, 2025 and 2024
| Nine-months Ended | ||||||||
| 2025 | 2024 | |||||||
| Net cash (used in) provided by operating activities | $ | (5,491,443 | ) | $ | (8,751,416 | ) | ||
| Net cash provided by investing activities | $ | 614,518 | $ | 18,707,934 | ||||
| Net cash provided by (used in) financing activities | $ | 1,997,810 | $ | (21,370,610 | ) | |||
Cash Flows from Operating Activities
Net cash used in operating activities was $5,491,443 in the first nine months of 2025, as compared to net cash used in operating activities of $8,751,416 in the same period of 2024. Purchase of trading securities and paying off payables in 2025 were the main reason for the cash used in operating activities in that period.
Cash Flows from Investing Activities
Net cash provided by investing activities was $18,707,934 in the nine months ended September 30, 2024, compared to net cash provided of $614,518 in the nine months ended September 30, 2025. In the nine months ended September 30, 2025, the Company issued $1,918,240 in loans to related parties and spent $205,851 to purchase fixed assets and $40,000 to purchase security investment. At the same time, we received $165,466 from repayment of related party loan and $2,613,143 from the sale of securities of a related party. In the nine months ended September 30, 2024, the Company issued $1,368,083 in loans to related parties and $1,212,021 in loans receivable. At the same time, we received $101,096 from repayment of related party loan and withdrew cash from trust account of $21,102,871 for redemption of HWH’s shares.
| 12 |
Cash Flows from Financing Activities
Net cash provided by financing activities was $1,997,810 in the nine months ended September 30, 2025, compared to net cash used of $21,370,610 in the nine months ended September 30, 2024. The cash provided by financing activities in the first nine months of 2025 was from proceeds from issuing common stock of $2,614,983. In that same period, the Company repaid $275,374 of note payable, repurchased its own stock for $420,273 and borrowed $78,474 from commercial loan. The cash used in financing activities in the first nine months of 2024 is caused by repayment of $398,000 of note payable and repayment of HWH’s shares of $21,102,871. In that same period, the Company borrowed $130,261 from commercial loan.
Impact of Inflation
We believe that inflation has not had a material impact on our results of operations for the nine months ended September 30, 2025 or the year ended December 31, 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.
Impact of Foreign Exchange Rates
The effect of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to the United States and which were approximately $30 million and $30 million on September 30, 2025 and December 31, 2024, respectively, are the reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Because the intercompany loan balances between Singapore and United States will remain at approximately $30 million over the next year, we expect this fluctuation of foreign exchange rates to still significantly impact the results of operations in 2025, especially given that the foreign exchange rate may and is expected to be volatile. If the amount of intercompany loan is lowered in the future, the effect will be reduced. However, at this moment, we do not expect to repay the intercompany loans in the short term.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of these exemptions until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption.
Seasonality
The real estate business is subject to seasonal shifts in costs as certain work is more likely to be performed at certain times of the year. This may impact the expenses of our subsidiary Alset EHome Inc. from time to time. In addition, should we commence building homes, we are likely to experience periodic spikes in sales as we commence the sales process at a particular location.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, the Company is not required to provide the information required by this Item.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officers and Chief Financial Officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our management, including our Chief Executive Officers and Chief Financial Officers, concluded that our disclosure controls and procedures are not effective as of September 30, 2025 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officers and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in the Company’s Internal Controls Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarterly period ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 13 |
Part II. Other Information
Item 1. Legal Proceeding
Not applicable.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| Period | (a) Total number of shares (or units) purchased | (b) Average price paid per share (or unit) | (c) Total number of shares (or units) purchased as part of publicly announced plans or programs | (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | ||||||||||||
| July 1 – July 31, 2025 | 128,388 | $ | 1.2472 | 128,388 | $ | 1,200,641 | ||||||||||
| August 1 – August 31, 2025 | 96,447 | $ | 1.3032 | 96,447 | $ | 1,072,435 | ||||||||||
| September 1- September 30, 2025 | 48,451 | $ | 2.0006 | 48,451 | $ | 973,568 | ||||||||||
| Total | 273,286 | $ | 1.4005 | 273,286 | ||||||||||||
On June 23, 2025, the Company issued a press release announcing that the Company’s Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $1,000,000 of its common stock. On September 29, 2025, the Company’s Board approved an increase to the Company’s existing stock repurchase program. As of the date of the amendment, the Company had paid approximately $391,376 in expenses related to the repurchase program, including certain fees. The amendment to the stock repurchase program authorizes the Company to repurchase up to an additional $1,000,000 of the Company’s common stock, subject to market conditions, contractual restrictions and other factors (in addition to the amounts already spent). The total amount authorized under the stock repurchase program is therefore $1,391,376. The entries in column (d) of the table above, reflect the maximum dollar value of shares that may yet be purchased as if the additional $1,000,000 had been made available from July 1, 2025. No plan has expired during the period covered by the table. The Company has not determined to terminate any plan, nor does the Company intend to cease making purchases under any such plan.
| 14 |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
The following documents are filed as a part of this report:
| Exhibit Number |
Description | |
| 31.1a* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.1b* | Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2a* | Certification of Co-Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2b* | Certification of Co-Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certifications of the Chief Executive Officer and Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.1 | 2025 Incentive Compensation Plan (Incorporated by Reference in the Company’s Definitive Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, filed by the Company with the SEC on February 24, 2025). | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
| ** | Furnished herewith. |
| 15 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALSET INC. | ||
| November 14, 2025 | By: | /s/ Chan Heng Fai |
| Chan Heng Fai | ||
| Chairman of the Board and | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| November 14, 2025 | By: | /s/ Chan Tung Moe |
| Chan Tung Moe | ||
| Co-Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| November 14, 2025 | By: | /s/ Rongguo Wei |
| Rongguo Wei | ||
| Co-Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| November 14, 2025 | By: | /s/ Lui Wai Leung Alan |
| Lui Wai Leung Alan | ||
| Co-Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 16 |
FAQ
What were Alset Inc. (AEI) Q3 2025 revenues and earnings?
How did Alset Inc. perform year-to-date through September 30, 2025?
What drove AEI’s Q3 profit despite an operating loss?
What is Alset Inc.’s cash position at quarter end?
Did the going concern assessment change for AEI?
How many AEI shares were outstanding at September 30, 2025?
Were there significant transactions in 2025?
