Alset Inc. (AEI) narrows Q1 2026 loss as cash reaches $21.5M
Alset Inc. reported another quarterly loss but with signs of improvement for the three months ended March 31, 2026. Revenue was $980,778, slightly below the prior-year period, while the net loss attributable to common stockholders narrowed to $4,521,982, or $0.12 per share, compared with a loss of $8,333,477, or $0.78 per share, a year earlier.
Cash and cash equivalents were $21.48 million as of March 31, 2026, down from $25.29 million at year-end, with operating activities using $1.49 million of cash. Total assets stood at $131.74 million against modest total liabilities of $3.99 million, and management disclosed that earlier substantial doubt about the company’s ability to continue as a going concern has been alleviated based on current liquidity and plans.
Positive
- None.
Negative
- None.
Insights
Losses narrowed and liquidity remains solid, but profitability is still distant.
Alset Inc. posted Q1 2026 revenue of $980,778 and a net loss attributable to common stockholders of $4,521,982. That’s a materially smaller loss than Q1 2025, helped by lower operating expenses and reduced impairments and other charges.
The balance sheet shows total assets of $131.74M and relatively low total liabilities of $3.99M, supporting equity of $127.76M. Cash of $21.48M and negative operating cash flow of $1.49M for the quarter indicate the company can fund operations near term but continues to consume cash.
Management states that prior substantial doubt about the company’s ability to continue as a going concern has been alleviated, based on current liquidity and expected real estate cash flows. However, ongoing net losses and equity-method investment risks, including prior impairments such as New Energy, mean future performance still depends on execution across real estate, digital technology, and biohealth segments.
Key Figures
Key Terms
going concern financial
equity method investment financial
restricted cash financial
fair value option financial
non-controlling interests financial
trading securities financial
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 |
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(Exact name of registrant as specified in its charter)
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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 | ||
| The
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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).
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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As
of May 14, 2026 there were
Table of Contents
| PART I FINANCIAL INFORMATION | F-1 |
| Item 1. Financial Statements (Unaudited) | F-1 |
| Condensed Consolidated Balance Sheets – March 31, 2026 (Unaudited) and December 31, 2025 | F-1 |
| Condensed Consolidated Statements of Operations and Other Comprehensive Loss – Three Months Ended March 31, 2026 and 2025 (Unaudited) | F-2 |
| Condensed Consolidated Statements of Stockholders’ Equity – Three Months Ended March 31, 2026 and 2025 (Unaudited) | F-3 |
| Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2026 and 2025 (Unaudited) | F-4 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | F-5 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. Quantitative and Qualitative Disclosure About Market Risk | 11 |
| Item 4. Controls and Procedures | 11 |
| PART II OTHER INFORMATION | 12 |
| Item 1. Legal Proceedings | 12 |
| Item 1A. Risk Factors | 12 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3. Defaults Upon Senior Securities | 12 |
| Item 4. Mine Safety Disclosures | 12 |
| Item 5. Other Information | 12 |
| Item 6. Exhibits | 12 |
| SIGNATURES | 13 |
| 1 |
Part I. Financial Information
Item 1. Financial Statements.
Alset Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
| March 31, 2026 | December 31, 2025 | |||||||
| 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 | ||||||||
| Prepaid Expense | ||||||||
| Inventory | ||||||||
| Investment in Securities at Fair Value | ||||||||
| Deposits | ||||||||
| Total Current Assets | ||||||||
| Real Estate - Rental Properties, Net | ||||||||
| Property and Equipment, Net | ||||||||
| Operating Lease Right-Of-Use Assets, Net | ||||||||
| Deposits | ||||||||
| Other Assets | - | |||||||
| Convertible Loan Receivables - Related Party | ||||||||
| Investment in Securities at Fair Value - Related Party | ||||||||
| Investment in Securities at Cost | ||||||||
| Investment in Equity Method Securities | ||||||||
| 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 13) | - | - | ||||||
| Stockholders’ Equity: | ||||||||
| Preferred Stock, $ | - | - | ||||||
| Common Stock, $ | ||||||||
| Common Stock, $0.001 par value; 250,000,000 shares authorized; 39,401,786 and 9,235,119 shares issued on March 31, 2026 and December 31, 2025, respectively; 38,895,830 and 9,235,119 shares outstanding on March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional Paid in Capital | ||||||||
| Treasury Stock at Cost ( | ( | ) | ( | ) | ||||
| 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 Loss
(Unaudited)
| 2026 | 2025 | |||||||
| Three-Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | ||||||||
| Rental | $ | $ | ||||||
| Other | ||||||||
| Total Revenue | ||||||||
| Operating Expenses | ||||||||
| Cost of Sales | ||||||||
| General and Administrative | ||||||||
| Impairments | - | |||||||
| Total Operating Expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other (Expense) Income | ||||||||
| Interest Income | ||||||||
| Interest Income - Related Party | ||||||||
| Interest Income | ||||||||
| Interest Expense | ( | ) | ( | ) | ||||
| Foreign Exchange Transaction Gain (Loss) | ( | ) | ||||||
| Unrealized (Loss) Gain on Securities Investment | ( | ) | ||||||
| Unrealized Loss on Securities Investment - Related Party | ( | ) | ( | ) | ||||
| Unrealized Loss on Securities Investment | ( | ) | ( | ) | ||||
| Realized Loss on Securities Investment | ( | ) | ( | ) | ||||
| Loss on Equity Method Investment | ( | ) | ( | ) | ||||
| Other Income, Net | ||||||||
| Total Other Expense, Net | ( | ) | ( | ) | ||||
| Net Loss Before Income Taxes | ( | ) | ( | ) | ||||
| Income Tax Expense | - | ( | ) | |||||
| Net Loss | ( | ) | ( | ) | ||||
| Net Loss Attributable to Non-Controlling Interest | ( | ) | ( | ) | ||||
| Net Loss Attributable to Common Stockholders | $ | ( | ) | $ | ( | ) | ||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Other Comprehensive Gain (Loss) | ||||||||
| Foreign Currency Translation Adjustment | ||||||||
| Total Comprehensive Loss | ( | ) | ( | ) | ||||
| Less Comprehensive Loss Attributable to Non-controlling Interests | ( | ) | ( | ) | ||||
| Total Comprehensive Loss Attributable to Common Shareholders | ( | ) | ( | ) | ||||
| Net 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
(Unaudited)
| Shares | Par Value $0.001 | Additional Paid in Capital | Treasury Stock at Cost | Other Comprehensive Income | Accumulated Deficit | Total Alset Stockholders’ Equity | Non-Controlling Interests | Total Stockholders’ Equity | ||||||||||||||||||||||||||||
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated | |||||||||||||||||||||||||||||||||||
| Shares | Par Value $0.001 | Additional Paid in Capital | Treasury Stock at Cost | Other Comprehensive Income | Accumulated Deficit | Total Alset Stockholders’ Equity | Non-Controlling Interests | Total Stockholders’ Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||
| Gain from DSS Convertible Note and Warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Sale of HWH stock | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Change in Non-Controlling Interest | - | - | - | - | ( | ) | - | ( | ) | - | ||||||||||||||||||||||||||
| Foreign Currency Translations | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Net Loss | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Shares | Par Value $0.001 | Additional Paid in Capital | Other Comprehensive Income | Accumulated Deficit | Total Alset Stockholders’ Equity | Non-Controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||
| Common Stock | Accumulated | |||||||||||||||||||||||||||||||
| Shares | Par Value $0.001 | Additional Paid in Capital | Other Comprehensive Income | Accumulated Deficit | Total Alset Stockholders’ Equity | Non-Controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||
| 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 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-3 |
Alset Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| 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 | - | |||||||
| Foreign Transaction (Gain) Loss | ( | ) | ||||||
| Unrealized Loss (Gain) on Securities Investment | ( | ) | ||||||
| Unrealized Loss on Securities Investment - Related Party | ||||||||
| Realized Loss on Securities Investment | ||||||||
| Loss on Equity Method Investment | ||||||||
| Changes in Operating Assets and Liabilities, net of acquisitions | ||||||||
| Real Estate Reimbursement Receivable | ||||||||
| Account Receivables | ( | ) | ||||||
| Other Receivable - Related Parties | - | ( | ) | |||||
| Prepaid Expense | ||||||||
| Deposits | ( | ) | ( | ) | ||||
| Trading Securities | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Accounts Payable and Accrued Expenses | ( | ) | ( | ) | ||||
| Deferred Revenue | - | |||||||
| Operating Lease Liabilities | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of Fixed Assets | ( | ) | ( | ) | ||||
| Purchase of Investment Securities | ( | ) | - | |||||
| Proceeds from Sale of Equity Security Investment of a Related Party | - | |||||||
| Issuing Loan Receivable - Related Party | ( | ) | ( | ) | ||||
| Collection of Loan Receivable - Related Party | ||||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from Common Stock Issuance | - | |||||||
| Borrowing from a Commercial Loan | - | |||||||
| Repayment to Notes Payable | ( | ) | ( | ) | ||||
| Net Cash (Used in) Provided by 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 | $ | - | $ | |||||
| Gain from DSS Warrants and Convertible Notes | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| F-4 |
Alset Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. NATURE OF OPERATIONS
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, the People’s Republic of China, and Taiwan. 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 three months ended March 31, 2026, 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 March 31, 2026, 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, 2026 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, 2025 filed on March 31, 2026.
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 March 31, 2026 and December 31, 2025, as follows:
SCHEDULE OF SUBSIDIARIES
| Name of subsidiary | State or other jurisdiction of | Attributable interest as of, | ||||||||
| consolidated under AEI | incorporation or organization | March 31, 2026 | December 31, 2025 | |||||||
| % | % | |||||||||
| * | * | |||||||||
| - | ||||||||||
| * |
During the year ended December 31, 2025, the Company disposed some 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.
| F-6 |
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 March 31, 2026 and December 31, 2025, the allowance for credit losses was an immaterial amount. The Company does not have
any off-balance sheet credit exposure related to its customers. As of March 31, 2026 and December 31, 2025, 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 accrues reimbursement receivables
based on amounts it expects to receive from each respective development partner. Certain reimbursements include interest, which the Company
books in the consolidated statements of operations. When the actual cash received exceeds the amounts previously accrued, the excess
is recognized in other income. As of March 31, 2026 and December 31, 2025, $
The Company records an allowance for credit losses based on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the third-party engineering company, and Moody’s credit ratings. The allowance amount for these reimbursements was immaterial at March 31, 2026 and December 31, 2025.
| 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 March 31, 2026 and December 31, 2025, 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”), and Sharing Services Global Corp. (“SHRG”) are publicly traded companies and their fair value is determined by quoted stock prices.
| ● | The
Company has significant influence over DSS. As of March 31, 2026 and December 31, 2025, 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 |
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.
| F-8 |
On
March 14, 2024, the Company entered into a share subscription agreement through its subsidiary Alset F&B Holding Pte. Ltd. (“F&BH”)
for
On
February 26, 2026, the Company entered into a share subscription agreement through F&BH for additional
On
May 31, 2021, the Company’s indirect subsidiary, UBeauty Limited, invested $
On
April 25, 2024, the Company entered into a binding 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.
American Medical REIT Inc.
LiquidValue
Asset Management Pte. Ltd. (“LiquidValue”), a subsidiary of the Company, owns
| F-9 |
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 $
NEAPI
owns
| F-10 |
During
the year ended December 31, 2025, the Company recognized an impairment charge of approximately $
| ● | delays in the execution and commercialization of New Energy’s taxi delivery projects; | |
| ● | revised cash flow projections, including slower ramp-up and longer implementation timelines; and | |
| ● | changes in market conditions in the distributed energy sector, including broader global geopolitical uncertainty. |
The Company valued its investment using a discounted cash flow methodology based on updated assumptions. The impairment primarily reflects delays in execution and cash flow realization, rather than a fundamental change in business outlook.
Accordingly,
the Company reduced the carrying amount of the investment to its estimated fair value of approximately $
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 March 31, 2026 and December 31, 2025, $
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 did not capitalize construction costs during the three months ended March 31, 2026 and the year ended December 31, 2025.
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 March 31, 2026 and December 31, 2025, 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 months ended March 31, 2026 and 2025.
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. In the last quarter of 2025, the management procured a new tenant to occupy the premises, after the office used for real estate sales was 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 Sales
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
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.
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 three months ended March 31, 2026 and the year ended December 31, 2025, the Company did not recognize any deferred revenue and collected all rents due.
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 Revenue
Revenue is recognized when (or as) the Company transfers promised goods or services or catering service to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services or catering service to its customers.
Cost of Food and Beverage Revenue
Cost of F&B revenue consists of cost of procuring finished goods from suppliers and related shipping and handling fees.
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. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted
to non-employees for goods and services. During the three months ended March 31, 2026 and 2025, the Company did
| F-13 |
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 $
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 foreign currency translation adjustment gains within other comprehensive income 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 March 31, 2026 and December 31, 2025, 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.
| F-14 |
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.
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.
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.
| F-15 |
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.
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.
Presentation Changes
For the three months ended March 31, 2025, the Company presented other income and other expense as separate line items in the condensed consolidated statements of operations. Beginning in the three months ended March 31, 2026, the Company combined these amounts and presented them on a net basis as other income, net, to conform to the current period presentation.
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 adopted ASU 2023-09 for the year ended December 31, 2025. The adoption of this ASU did not have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04—Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”) to improve the relevance and consistency in the application of induced conversion guidance in Subtopic 470-20, Debt—Debt with Conversion and Other Options. The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in ASU 2024-04 affect entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion. The amendments in ASU 2024-04 are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The amendments in ASU 2024-04 permit an entity to apply the new guidance on either a prospective or a retrospective basis. The adoption of this ASU did not have a material impact on our consolidated financial statements.
| F-16 |
Accounting pronouncements pending adoption
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 public business entity’s expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270). This update enhances the clarity and organization of interim reporting and the applicability of Topic 270. It also clarifies the required form and content of interim financial statements, including requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The standard is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the update either prospectively or retrospectively. We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.
3. CONCENTRATIONS
The Company maintains cash balances at various financial institutions in different countries. These balances are usually secured by the central banks’ insurance companies. At times, these balances may exceed the insurance limits.
For
the three months ended March 31, 2026, no single customer accounted for
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
| F-17 |
The following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the three months ended March 31, 2026 and 2025:
SCHEDULE OF SEGMENT INFORMATION
| Real Estate | Digital Transformation Technology | Biohealth Business | Other | Total | ||||||||||||||||
| Three Months Ended on March 31, 2026 | ||||||||||||||||||||
| Revenue | $ | $ | - | $ | - | $ | $ | |||||||||||||
| Cost of Sales | ( | ) | - | - | ( | ) | ( | ) | ||||||||||||
| Gross Profit | - | - | ||||||||||||||||||
| Operating Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income (Expense) | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Net Loss Before Income Tax | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Real Estate | Digital Transformation Technology | Biohealth Business | Other | Total | ||||||||||||||||
| Three Months Ended on March 31, 2025 | ||||||||||||||||||||
| Revenue | $ | $ | - | $ | - | $ | $ | |||||||||||||
| Cost of Sales | ( | ) | - | - | ( | ) | ( | ) | ||||||||||||
| Gross Profit | - | - | ||||||||||||||||||
| Operating Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income (Expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net Loss Before Income Tax | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
5. REAL ESTATE ASSETS
As of March 31, 2026 and December 31, 2025, real estate assets consisted of the following:
SCHEDULE OF REAL ESTATE ASSETS
| Description | Land | Building & Improvements | Other | Accumulated Depreciation | Total Net Carrying Amount | |||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Depreciation Expense | — | — | — | ( | ) | ( | ) | |||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Description | Land | Building & Improvements | Other | Accumulated Depreciation | Total Net Carrying Amount | |||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Depreciation Expense | — | — | — | ( | ) | ( | ) | |||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
Single family residential properties
As
of March 31, 2026 and December 31, 2025, the Company owned
| F-18 |
The following table presents the summary of our SFRs as of March 31, 2026:
SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES
Number of Homes | Aggregate Initial Investment | Average Investment per Home | ||||||||||
| SFRs | $ | $ | ||||||||||
6. NOTES PAYABLE
As of March 31, 2026 and December 31, 2025, notes payable consisted of the following:
SCHEDULE OF NOTES PAYABLE
| March 31, 2026 | December 31, 2025 | |||||||
| Motor Vehicle Loans | $ | $ | ||||||
| Loans for Operations | ||||||||
| Promissory Note to D. Boral Capital LLC | ||||||||
| Total notes payable | $ | $ | ||||||
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 D. Boral Capital 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 D. Boral Capital LLC (“D. Boral Capital”)
(previously known as EF Hutton LLC), a division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due
of $
| F-19 |
7. RELATED PARTY TRANSACTIONS
Purchase of Shares and Warrants from HIPH
On
July 17, 2020, the Company purchased
Convertible Notes from 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 $
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 $
| F-20 |
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 $
Convertible Notes from 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 $
| F-21 |
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 $
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 $
| F-22 |
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 $
On
October 6, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible
Promissory Note (the “9th SHRG Convertible Note”) in the amount of $
On
December 10, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible
Promissory Note (the “10th SHRG Convertible Note”) in the amount of $
On
January 2, 2026, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible
Promissory Note (the “11th SHRG Convertible Note”) in the amount of $
| F-23 |
On
January 8, 2026, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible
Promissory Note (the “12th SHRG Convertible Note”) in the amount of $
On
February 4, 2026, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible
Promissory Note (the “13th SHRG Convertible Note”) in the amount of $
Convertible Note from DSS
On
March 26, 2026, Alset International entered into a securities purchase agreement (the “DSS SPA”) with DSS, pursuant to which
Alset International lent DSS $
As of March
31, 2026, the DSS Note had a face value of $
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
| F-24 |
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 $
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 months ended March 31, 2026 and the year ended December 31, 2025, the Company recognized its equity in loss of investee in
New Energy of $
During
the year ended December 31, 2025, the Company recognized an impairment charge of approximately $
| ● | delays in the execution and commercialization of New Energy’s taxi delivery projects; | |
| ● | revised cash flow projections, including slower ramp-up and longer implementation timelines; and | |
| ● | changes in market conditions in the distributed energy sector, including broader global geopolitical uncertainty. |
The Company valued its investment using a discounted cash flow methodology based on updated assumptions. The impairment primarily reflects delays in execution and cash flow realization, rather than a fundamental change in business outlook.
Accordingly,
the Company reduced the carrying amount of the investment to its estimated fair value of approximately $
Notes Payable
Chan
Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty. Ltd. for its general operations. As of March 31, 2026 and
December 31, 2025, 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 March 31, 2026 and
December 31, 2025, 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 March 31, 2026 and December 31, 2025, the outstanding balance was $
| F-25 |
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 $
Notes Receivable from Related Party
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
July 18, 2025, the Company’s subsidiary signed a loan agreement with HapiTravel Holding Pte. Ltd 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 $
| F-26 |
On
March 26, 2026 the Company’s subsidiary entered into loan agreement with New Energy Asia, pursuant to which the Company agreed
to lend $
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 $
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 $
On
October 1, 2025, the Company paid a bill on behalf of Value Exchange International Inc. 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.
| F-27 |
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
March 31, 2026, there were
The following table summarizes the warrant activity for the three months ended March 31, 2026.
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, 2025 | $ | $ | - | |||||||||||||
| Warrants Vested and exercisable at December 31, 2025 | $ | $ | - | |||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Forfeited, cancelled, expired | - | - | ||||||||||||||
| Warrants Outstanding as of March 31, 2026 | $ | $ | - | |||||||||||||
| Warrants Vested and exercisable at March 31, 2026 | $ | $ | - | |||||||||||||
Issuance of HWH Shares to D. Boral Capital
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 D. Boral Capital, 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
| F-28 |
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 year ended December 31, 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 March 31, 2026 in each calendar year through the end of their terms are as follows:
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS
| 2026 | $ | |||
| 2027 | ||||
| Total Future Receipts | $ |
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 March 31, 2026 and 2025, 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, 2026 | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Other Comprehensive Income (Loss) | $ | - | $ | $ | ( | ) | $ | |||||||||
| Balance at March 31, 2026 | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Unrealized Gains and Losses on Security Investment | Foreign
Currency Translations | Change
in Minority Interest | Total | |||||||||||||
| Balance at January 1, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Balance, Beginning | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Other Comprehensive Income (Loss) | $ | - | $ | $ | ( | ) | $ | |||||||||
| Balance at March 31, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Balance, Ending | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| F-29 |
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 March 31, 2026 and December 31, 2025:
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 | |||||||||||||
| March 31, 2026 | ||||||||||||||||
| Assets | ||||||||||||||||
| Investment Securities- Fair Value Option | $ | $ | $ | - | $ | |||||||||||
| Investment Securities- Trading | - | |||||||||||||||
| Warrants – HIPH | - | - | ||||||||||||||
| Warrants - VEII | - | - | ||||||||||||||
| Warrants - SHRG | - | - | ||||||||||||||
| Warrants - DSS | - | - | ||||||||||||||
| 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, 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 Investment in Securities at Fair Value | $ | $ | $ | $ | ||||||||||||
Realized
loss on investment securities for the three months ended March 31, 2026 was $
| F-30 |
The following chart shows details of the fair value of equity security investment at March 31, 2026 and December 31, 2025, respectively.
SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT
| Share price | Market Value | |||||||||||||
| 3/31/2026 | Shares | 3/31/2026 | Valuation | |||||||||||
| DSS (Related Party) | $ | $ | ||||||||||||
| Trading Stocks | $ | |||||||||||||
| Total Level 1 Equity Securities | $ | 12,109,612 | ||||||||||||
| 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-31 |
| Share price | Market Value | |||||||||||||
| 12/31/2025 | Shares | 12/31/2025 | 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) | $ | $ | ||||||||||||
| 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 | $ | |||||||||||||
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-32 |
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 three months ended March 31, 2026 and 2025:
SCHEDULE OF CHANGE IN FAIR VALUE
| Total | ||||
| Balance at January 1, 2026 | $ | |||
| Total Gains | - | |||
| Balance at March 31, 2026 | $ | |||
| Total | ||||
| Balance at January 1, 2025 | $ | |||
| Total Gains | - | |||
| Balance at March 31, 2025 | $ | |||
Warrants
HIPH
On
July 17, 2020, the Company purchased
The fair value of the HIPH warrants under level 3 category as of March 31, 2026 and December 31, 2025 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:
SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS
| March 31, 2026 | December 31, 2025 | |||||||
| Stock Price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Risk free interest rate | % | % | ||||||
| Annualized volatility | % | % | ||||||
| Dividend Yield | $ | $ | ||||||
| Year to maturity | ||||||||
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 March 31, 2026
and December 31, 2025, the fair value of the warrants was $
The fair value of the VEII warrants under level 2 category as of March 31, 2026, and December 31, 2025 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:
SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS
| March 31, 2026 | December 31, 2025 | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Risk free interest rate | % | % | ||||||
| Annualized volatility | % | % | ||||||
| Dividend Yield | $ | $ | ||||||
| Year to maturity | ||||||||
| F-33 |
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
SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS
| March 31, 2026 | December 31, 2025 | |||||||
| 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 $
The
fair value of the
SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS
| March 31, 2026 | December 31, 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 three months ended March 31, 2026, the Company reclassified some of “Convertible Loan Receivables – Related Party” from current assets to noncurrent assets in the consolidated balance sheet as of December 31, 2025, 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.
| F-34 |
12. 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 March 31, 2026 | |
| 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 |
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 March 31, 2026.
For the Twelve Months Ending March 31:
SCHEDULE OF LEASE PAYMENTS
| 2027 | 523,700 | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total Minimum Lease Payments | $ | |||
| Less: Effect of Discounting | ( | ) | ||
| Present Value of Future Minimum Lease Payments | ||||
| Less: Current Obligations under Leases | ( | ) | ||
| Long-term Lease Obligations | $ |
| F-35 |
Impairment of Right-of-Use Assets
As
of December 31, 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 March 31, 2026 and December 31, 2025, the security deposits held in the trust account were $
13. COMMITMENTS AND CONTINGENCIES
From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition. For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings.
14. SUBSEQUENT EVENTS
The Company has evaluated all subsequent events and transactions through May 14, 2026, 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:
Satisfaction and Discharge of Indebtedness Agreement
On
April 16, 2026, HWH International Inc. and D. Boral Capital, LLC (“D. Boral Capital”) entered into an amendment to certain
Satisfaction and Discharge of Indebtedness Agreement dated December 18, 2023. Under the terms of the amendment, D. Boral Capital accepted
a one-time payment of $
Term Sheet for Investment in Smart Dynamics Technology Limited
On
May 5, 2026, HWH International Inc. entered into a term sheet with Smart Dynamics Technology Limited,
a company incorporated in the British Virgin Islands (the “Investor”), pursuant to which HWH International has agreed to sell to
the Investor, for an aggregate purchase price of $
(i)
(ii)
warrants to purchase
| F-36 |
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, the People’s Republic of China and Taiwan. 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 62.3% of HWH International Inc. 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), a 29% equity interest in Sharing Services Global Corporation (“SHRG”) and a 41.5% equity interest in New Energy Asia Pacific Company Limited (“New Energy”). 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. New Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries.
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.
| 3 |
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.
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.
Convertible Loan to Value Exchange International, Inc.
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).
Convertible Loans to Sharing Services Global Corp.
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, which was extended to January 15, 2028. The 1st Loan Agreement bears an 8% interest rate.
| 4 |
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 a 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.
On October 6, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “9th SHRG Convertible Note”) in the amount of $200,000, convertible into 33,333,333 shares of SHRG’s common stock at HWH’s option for an aggregate purchase price of $200,000. The 9th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note, October 6, 2028. Additionally, upon signing the 9th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $16,000 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 9th SHRG Convertible Note.
On December 10, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “10th SHRG Convertible Note”) in the amount of $150,000, convertible into 25,000,000 shares of SHRG’s common stock at HWH’s option for an aggregate purchase price of $150,000. The 10th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note, December 10, 2028. Additionally, upon signing the 10th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $12,000 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 10th SHRG Convertible Note.
On January 2, 2026, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “11th SHRG Convertible Note”) in the amount of $40,000, convertible into 6,666,667 shares of SHRG’s common stock at HWH’s option for an aggregate purchase price of $40,000. The 11th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note, January 2, 2029. Additionally, upon signing the 11th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $3,200 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 11th SHRG Convertible Note.
| 5 |
On January 8, 2026, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “12th SHRG Convertible Note”) in the amount of $120,000, convertible into SHRG common stock at $0.006 per share at HWH’s option. The 12th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note, January 8, 2029. Additionally, upon signing the 12th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $9,600 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 12th SHRG Convertible Note.
On February 4, 2026, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “13th SHRG Convertible Note”) in the amount of $125,000, convertible into SHRG common stock at $0.006 per share at HWH’s option. The 13th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note, February 4, 2029. Additionally, upon signing the 13th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $10,000 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 13th SHRG Convertible Note.
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.
During the year ended December 31, 2025, the Company recognized an impairment charge of approximately $30.1 million related to its investment in New Energy. The impairment was recognized after management determined that the decline in fair value below carrying value was other-than-temporary, based on factors including:
| ● | delays in the execution and commercialization of New Energy’s taxi delivery projects; |
| ● | revised cash flow projections, including slower ramp-up and longer implementation timelines; and |
| ● | changes in market conditions in the distributed energy sector, including broader global geopolitical uncertainty. |
| 6 |
The Company valued its investment using a discounted cash flow methodology based on updated assumptions. The impairment primarily reflects delays in execution and cash flow realization, rather than a fundamental change in business outlook.
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.
Planned Sale of Shares of Hapi Metaverse Inc. to HWH International Inc.
On February 5, 2026, the Company entered into a term sheet (the “Term Sheet”), with HWH International Inc. (“HWH”), a majority owned subsidiary of the Company. Pursuant to the Term Sheet, the Company agreed to sell to the HWH 505,341,376 issued and outstanding shares of common stock, par value $0.0001 (the “Shares”), of Hapi Metaverse Inc. (“Hapi Metaverse”), representing 99.55% of Hapi Metaverse’s outstanding capital.
Under the terms of the Term Sheet, the Company agreed to sell the Shares through a stock purchase agreement for a purchase price of $19,910,603.00 in the form of a promissory note convertible into newly issued shares of HWH’s common stock (the “Stock Purchase Agreement,” and the “Convertible Note”). Under the terms of the Convertible Note, the Company could convert any outstanding principal and interest into shares of HWH’s common stock at $1.85 per share upon ten (10) days’ notice prior to maturity of the Convertible Note five (5) years from the date of the Term Sheet, and upon maturity of the Convertible Note any outstanding principal and accrued interest accrued thereunder would automatically be converted into shares of HWH’s common stock at the conversion rate.
The closing of the transaction contemplated by the Term Sheet would be subject to standard closing conditions, including the approval by the stockholders of HWH holding a majority of HWH’s common stock. The Company and certain affiliates of the Company own the majority of HWH’s common stock.
On February 5, 2026, the Company entered into the Stock Purchase Agreement with HWH, reflecting the terms set forth in the Term Sheet. The stockholders holding a majority of HWH’s issued and outstanding shares approved the proposed transaction.
The Company and its subsidiary HWH subsequently agreed to terminate the purchase and sale of the Hapi Metaverse Shares, and the agreements contemplating the same, on the terms and subject to the conditions set forth in a Termination Agreement dated May 6, 2026. The management of the Company and HWH have determined that terminating the sale and purchase of the Hapi Metaverse Shares is in the best interests of both parties.
Under the terms of the May 6, 2026 Termination Agreement, neither HWH nor the Company has any further rights or obligations pursuant to the Term Sheet, the Stock Purchase Agreement, or the Convertible Note. Neither the Company nor HWH paid any penalties or fees in connection with the termination.
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Securities Purchase Agreement with DSS, Inc.
On March 26, 2026, Alset International Limited (“Alset International”) entered into a securities purchase agreement (the “DSS SPA”) with DSS, Inc., pursuant to which Alset International lent DSS $2,450,000, in exchange for a convertible promissory note (the “DSS Note”) and warrants to purchase 16,554,055 shares of DSS common stock (the “DSS Warrants”).
The DSS Note bears a simple interest rate of 3% per annum. Under the terms of the DSS Note, Alset International may convert any outstanding principal and interest into shares of DSS common stock at $0.74 per share upon notice prior to maturity of the DSS Note five (5) years from the date of thereof.
The DSS Warrants to be issued to Alset International are to purchase up to 16,554,055 shares of DSS common stock at an exercise price of $0.93 per share. The DSS Warrants expire on their fifth anniversary.
The Company holds a significant equity interest in DSS directly and through its subsidiaries. The Company and DSS are related parties under the common control of the Company’s Chairman and Chief Executive Officer, Chan Heng Fai, who is also the Chairman of DSS. Chan Tung Moe, a director and Co-Chief Executive Officer of the Company, is also a director of DSS. Lim Sheng Hon Danny, a director of the Company, is also a director of DSS. Three of the Company’s independent directors, Joanne Wong Hiu Pan, Wong Shui Yeung, and William Wu are also directors of DSS. The Transaction Documents were approved by the Company’s Board of Directors and Audit Committee.
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;
● 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 Months Ended March 31, 2026 and 2025
| Three- Months Ended | ||||||||
| March
31, 2026 | March
31, 2025 | |||||||
| Revenue | $ | 980,778 | $ | 1,068,303 | ||||
| Operating Expenses | $ | (3,633,218 | ) | $ | (5,000,421 | ) | ||
| Other Expenses | $ | (2,602,843 | ) | $ | (5,529,826 | ) | ||
| Income Tax Expense | $ | - | $ | (42,948 | ) | |||
| Net Loss | $ | (5,255,283 | ) | $ | (9,504,892 | ) | ||
Revenue
The following tables set forth period-over-period changes in revenue for each of our reporting segments:
| Three-months Ended | Change | |||||||||||||||
| March
31, 2026 | March
31, 2025 | Dollars | Percentage | |||||||||||||
| Real Estate | $ | 726,659 | $ | 717,805 | $ | 8,854 | 1 | % | ||||||||
| Other | 254,119 | 350,498 | (96,379 | ) | -27 | % | ||||||||||
| Total Revenue | $ | 980,778 | $ | 1,068,303 | $ | (87,525 | ) | -8 | % | |||||||
Revenue was $980,778 and $1,068,303 for the three months ended March 31, 2026 and 2025, respectively.
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Revenue from rental business was $726,659 and $717,805 in the three months ended March 31, 2026 and 2025, 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 March 31, 2026 and 2025, the revenue from other businesses was $254,119 and $350,498, respectively, generated by Korean, Singaporean and Chinese café shops and restaurants.
Cost of Sales and Operating Expenses
The following tables sets forth period-over-period changes in cost of sales for each of our reporting segments:
| Three-months Ended | Change | |||||||||||||||
| March
31, 2026 | March
31, 2025 | Dollars | Percentage | |||||||||||||
| Real Estate | $ | 638,041 | $ | 602,785 | $ | 35,256 | 6 | % | ||||||||
| Other | 67,627 | 174,744 | (107,117 | ) | -61 | % | ||||||||||
| Total Cost of Sales | $ | 705,668 | $ | 777,529 | $ | (71,861 | ) | -9 | % | |||||||
Cost of sales decreased from $777,529 in the three months ended March 31, 2025 to $705,668 in the three months ended March 31, 2026. The decrease in cost of sales is caused by the decrease in cost from F&B business in 2025.
The gross margin changed from $290,774 to $275,110 in the three months ended March 31, 2025 and 2026, respectively. The decrease of gross margin was caused by the decrease in revenue in 2025.
The following tables sets forth period-over-period changes in operating expenses for each of our reporting segments.
| Three Months Ended | Change | |||||||||||||||
| March
31, 2026 | March
31, 2025 | Dollars | Percentage | |||||||||||||
| Real Estate | $ | 668,431 | $ | 1,144,805 | $ | (476,374 | ) | -42 | % | |||||||
| Biohealth | 97,620 | 512,932 | (415,313 | ) | -81 | % | ||||||||||
| Digital Transformation Technology | 49,389 | 163,554 | (114,165 | ) | -70 | % | ||||||||||
| Other | 2,112,111 | 2,401,601 | (289,491 | ) | -12 | % | ||||||||||
| Total Operating Expenses | $ | 2,927,550 | $ | 4,222,892 | $ | (1,295,342 | ) | -31 | % | |||||||
The decrease of operating expenses in the three months ended March 31, 2026 compared to the same period of 2025 was mostly caused by the decrease in impairments and bonuses.
Other Income (Expense)
In the three months ended March 31, 2026, the Company had other expense of $2,602,843 compared to other expense of $5,529,826 in the three months ended March 31, 2025. The unrealized loss/gain on security investment is the primary reason for the volatility in these two periods. The unrealized loss on security investments was $2,571,644 in the three months ended March 31, 2026, compared to $3,520,747 loss in the three months ended March 31, 2025.
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Net Loss
In the three months ended March 31, 2026, the Company had net loss of $5,255,283 compared to net loss of $9,504,892 in the three months ended March 31, 2025.
Liquidity and Capital Resources
Our real estate assets have decreased to $29,352,273 as of March 31, 2026 from $29,620,952 as of December 31, 2025. This decrease reflects depreciation expenses on the rental properties.
Our cash has decreased from $25,184,990 as of December 31, 2025 to $21,478,610 as of March 31, 2026. Our liabilities were $6,923,965 at December 31, 2025 and $3,985,867 at March 31, 2026. Our total assets have decreased to $131,741,859 as of March 31, 2026 from $136,587,114 as of December 31, 2025 mainly due to decrease 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 and February 11, 2026, approximately $201,751 and $107,991, respectively, was released from collateral for outstanding letters of credit. In February 2026, the remaining outstanding letter of credit was fully released, and the related letter-of-credit facility was closed.
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 twelve months from the filing of this Form 10-Q.
Summary of Cash Flows for the Three Months Ended March 31, 2026 and 2025
| Three Months Ended | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (1,491,037 | ) | $ | (3,756,154 | ) | ||
| Net cash used in investing activities | $ | (2,657,460 | ) | $ | (461,505 | ) | ||
| Net cash (used in) provided by financing activities | $ | (6,152 | ) | $ | 2,333,452 | |||
Cash Flows from Operating Activities
Net cash used in operating activities was $1,491,037 in the three months ended March 31, 2026, as compared to net cash used in operating activities of $3,756,154 in the same period of 2025. Paying off payables in 2025 was the main reason for the cash used in operating activities in that period.
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Cash Flows from Investing Activities
Net cash used in investing activities was $461,505 in the three months ended March 31, 2025, compared to net cash used of $2,657,460 in the three months ended March 31, 2026. In the three months ended March 31, 2026, the Company issued $3,510,278 in loans to related parties and spent $6,870 to purchase fixed assets and $14,907 to purchase security investment. At the same time, we received $775,961 from repayment of related party loan and $98,634 from the sale of securities of a related party. In the three months ended March 31, 2025, the Company issued $479,297 in loans to related parties and spent $61,244 to purchase fixed assets. At the same time, we received $79,036 from repayment of related party loan.
Cash Flows from Financing Activities
Net cash used in financing activities was $6,152 in the three months ended March 31, 2026, compared to net cash provided of $2,333,452 in the three months ended March 31, 2025. The cash used in financing activities in the three months ended March 31, 2026 was for repayment of note payable of $10,968. At the same time the Company borrowed $4,816 from a note payable. The cash provided by financing activities in the first three months of 2025 was from proceeds from issuing common stock of $2,613,526. In that same period, the Company repaid $280,074 of note payable.
Impact of Inflation
We believe that inflation has not had a material impact on our results of operations for the three months ended March 31, 2026 or the year ended December 31, 2025. 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 March 31, 2026 and December 31, 2025, 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.
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 March 31, 2026 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 March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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
None.
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 | |
| 10.1 | Term Sheet, between Alset Inc. and HWH International Inc., dated as of February 5, 2026, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026. | |
| 10.2 | Stock Purchase Agreement, between Alset Inc. and HWH International Inc., dated as of February 5, 2026, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026. | |
| 10.3 | Convertible Note, between Alset Inc. and HWH International Inc., dated as of February 5, 2026, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026. | |
| 10.4 | Securities Purchase Agreement, between Alset International Limited and DSS, Inc., dated as of March 26, 2026, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2026. | |
| 10.5 | Form of Convertible Promissory Note, between Alset International Limited and DSS, Inc., incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2026. | |
| 10.6 | Form of Common Stock Purchase Warrant of DSS, Inc., incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2026. | |
| 10.7 | Termination Agreement, between Alset Inc. and HWH International Inc., dated as of May 6, 2026, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2026. | |
| 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. |
| 12 |
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. | ||
| May 14, 2026 | By: | /s/ Chan Heng Fai |
| Chan Heng Fai | ||
| Chairman of the Board and | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| May 14, 2026 | By: | /s/ Chan Tung Moe |
| Chan Tung Moe | ||
| Co-Chief Executive Officer | ||
| (Principal Executive Officer) |
| May 14, 2026 | By: | /s/ Rongguo Wei |
| Rongguo Wei | ||
| Co-Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
| May 14, 2026 | By: | /s/ Lui Wai Leung Alan |
| Lui Wai Leung Alan | ||
| Co-Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
| 13 |