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What changed in Alset Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Alset Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+236 added−260 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in Alset Inc.'s 2025 10-K

236 paragraphs added · 260 removed · 178 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

51 edited+21 added−20 removed77 unchanged
Biggest changeIn some cases, our subsidiaries may deem it advisable to initiate product recalls. 12 In addition, business practices in the health care industry have come under increased scrutiny, particularly in the United States, by government agencies and state attorneys general, and resulting investigations and prosecutions carry the risk of significant civil and criminal penalties.
Biggest changeIn addition, business practices in the health care industry have come under increased scrutiny, particularly in the United States, by government agencies and state attorneys general, and resulting investigations and prosecutions carry the risk of significant civil and criminal penalties. 12 Further, we rely on global supply chains, and production and distribution processes, that are complex, are subject to increasing regulatory requirements, and may be faced with unexpected changes that may affect sourcing, supply and pricing of materials used in our products.
Killiney Kopitiam, founded in 1919, is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling traditional coffee and tea, along with a range of local delicacies such as Curry Chicken, Laksa, Mee Siam, and Mee Rebus. In the second quarter of 2024, the Company ceased operations of its subsidiary Alset F&B (PLQ) Pte. Ltd. Hapi Cafes.
Killiney Kopitiam, founded in 1919, is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling traditional coffee and tea, along with a range of local delicacies such as Curry Chicken, Laksa, Mee Siam, and Mee Rebus. In the second quarter of 2024, the Company ceased operations of its subsidiary Alset F&B (PLQ) Pte. Ltd. 8 Hapi Cafes.
We have also enhanced our technological integration capability to include artificial intelligence in the area of customer service, augmented reality and the metaverse. While focusing on development and integration services by building white label mobile applications for e-commerce and community engagement such as direct marketing and affiliate marketing, VEII has been working on I.T.
We have also enhanced our technological integration capability to include artificial intelligence in the area of customer service, augmented reality and the metaverse. 7 While focusing on development and integration services by building white label mobile applications for e-commerce and community engagement such as direct marketing and affiliate marketing, VEII has been working on I.T.
The Company, through Hapi Cafe Inc. (“HCI-T”), an indirect majority-owned subsidiary of the Company, commenced operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea. 8 The cafes are operated by subsidiaries of HCI-T, namely Hapi Cafe SG Pte. Ltd. (“HCSG”) in Singapore and Hapi Cafe Korea Inc. (“HCKI”) in Seoul, South Korea.
The Company, through Hapi Cafe Inc. (“HCI-T”), an indirect majority-owned subsidiary of the Company, commenced operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea. The cafes are operated by subsidiaries of HCI-T, namely Hapi Cafe SG Pte. Ltd. (“HCSG”) in Singapore and Hapi Cafe Korea Inc. (“HCKI”) in Seoul, South Korea.
Our growth strategy is both to pursue acquisition opportunities that we can leverage on our global network using our capital and management resources and to accelerate the expansion of our organic businesses. We generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over time.
Our growth strategy is both to pursue acquisition opportunities that we can leverage on our global network using our capital and management resources and to accelerate the expansion of our organic businesses. 3 We generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over time.
Sharing Services Global Corporation (OTC Pink: SHRG), is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio, business competencies, and geographic reach.
Sharing Services Global Corporation (OTC: SHRG), is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio, business competencies, and geographic reach.
A summary of the laws and regulations that might affect our customers is set forth below. 11 Real Estate Business. The development of our real estate projects will require us to comply with federal, state and local environmental regulations. In connection with this compliance, our real estate acquisition and development projects will require environmental studies.
A summary of the laws and regulations that might affect our customers is set forth below. Real Estate Business. The development of our real estate projects will require us to comply with federal, state and local environmental regulations. In connection with this compliance, our real estate acquisition and development projects will require environmental studies.
Impact BioMedical Inc. is focused on discovery, development, and commercialization of products and technologies to address unmet needs in human healthcare and wellness for specialty biopharmaceuticals, antivirals, antimicrobials, consumer healthcare, and wellness products in the United States. Impact BioMedical Inc. is listed on NYSE American (NYSE: IBO).
Impact BioMedical is focused on discovery, development, and commercialization of products and technologies to address unmet needs in human healthcare and wellness for specialty biopharmaceuticals, antivirals, antimicrobials, consumer healthcare, and wellness products in the United States. Impact BioMedical is listed on NYSE American (NYSE: IBO).
We manage our three principal businesses primarily through our 85.7% owned subsidiary, Alset International Limited (“Alset International”), 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.
We manage our three principal businesses primarily through our 85.8% owned subsidiary, Alset International Limited (“Alset International”), 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.
We intend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under the Investment Company Act by, among other things, (i) in the event of acquisitions, purchasing all or substantially all of an acquisition target’s voting stock, and only in limited cases purchase less than 51% of the voting stock; (ii) monitoring our operations and our assets on an ongoing basis in order to ensure that we own no less than a majority, or other control, of Alset International and that Alset International, in turn, owns no less than a majority, or other control, of LiquidValue Development Inc. and other such subsidiaries with significant assets and operations; and (iii) limiting additional equity investments into affiliated companies including our majority-owned and/or controlled operating subsidiaries, except in special limited circumstances.
We intend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under the Investment Company Act by, among other things, (i) in the event of acquisitions, purchasing all or substantially all of an acquisition target’s voting stock, and only in limited cases purchase less than 51% of the voting stock; (ii) monitoring our operations and our assets on an ongoing basis in order to ensure that we own no less than a majority, or other control, of Alset International and that Alset International, in turn, owns no less than a majority, or other control, of Alset Real Estate Holdings Inc. and other such subsidiaries with significant assets and operations; and (iii) limiting additional equity investments into affiliated companies including our majority-owned and/or controlled operating subsidiaries, except in special limited circumstances.
We identify global businesses for acquisition, incubation and corporate advisory services, primarily related to our operating business segments. We also have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Financial, Inc., a 48.9% equity interest in DSS Inc.
We identify global businesses for acquisition, incubation and corporate advisory services, primarily related to our operating business segments. We also have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Financial, Inc., a 43.6% equity interest in DSS Inc.
MOC HK Limited), the Company was focusing on operating café business in Hong Kong. The café was closed on September 16, 2024. During the years ended on December 31, 2024 and 2023, the revenue from the other business activities described above was approximately 7% and 5% of the total revenue, respectively. American Pacific Financial Inc.
MOC HK Limited), the Company was focusing on operating café business in Hong Kong. The café was closed on September 16, 2024. During the years ended on December 31, 2025 and 2024, the revenue from the other business activities described above was approximately 48% and 7% of the total revenue, respectively. American Pacific Financial Inc.
(“LiquidValue Development”), a 99.9%-owned U.S. subsidiary of Alset International, which owns, operates and manages real estate development projects with a focus on land subdivision developments. We generally contract out all real estate development activities, working with engineers, surveyors, architects and general contractors through each phase, including planning, design and construction.
(“Alset RE Holdings”), a 99.9%-owned U.S. subsidiary of Alset International, which owns, operates and manages real estate development projects with a focus on land subdivision developments. We generally contract out all real estate development activities, working with engineers, surveyors, architects and general contractors through each phase, including planning, design and construction.
Employees As of March 31, 2025, we had a total of 71 full-time employees. In addition to our full-time employees, we occasionally hire part-time employees and independent contractors to assist us in various operations, including food and beverage services, real estate, research and product development and production.
Employees As of March 31, 2026, we had a total of 48 full-time employees. In addition to our full-time employees, we occasionally hire part-time employees and independent contractors to assist us in various operations, including food and beverage services, real estate, research and product development and production.
Its technology platform focuses on business-to-business, or B2B, solutions, such as communications and workflow, through instant messaging, international calling, social media and e-commerce. Hapi Metaverse’s investment into Value Exchange International Inc. (“VEII”) expanded our offering to retail business digital transformation such as supermarket and chain stores.
Its technology platform focuses on business-to-business, or B2B, solutions, such as communications and workflow, through instant messaging, international calling, social media and e-commerce. Hapi Metaverse’s investment into Value Exchange International Inc. (“VEII”) expanded our offering to retail business digital transformation such as supermarket and chain stores. Hapi Metaverse is now the largest stockholder of VEII.
The CODMs do not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the Notes to the Financial Statements. 3 Under the guidance of Chan Heng Fai, our founder, Chairman and Chief Executive Officer, who is also our largest stockholder, we have positioned ourselves as a participant in these key markets through a series of strategic transactions.
The CODMs do not evaluate performance or allocate resources based on segment assets. Under the guidance of Chan Heng Fai, our founder, Chairman and Chief Executive Officer, who is also our largest stockholder, we have positioned ourselves as a participant in these key markets through a series of strategic transactions.
The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million. The sale of the remaining 72 lots at Lakes at Black Oak closed on October 10, 2024 generating approximately $3.9 million. The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.
The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million. The sale of the remaining 72 lots at Lakes at Black Oak closed on October 10, 2024 generating approximately $3.9 million.
HWH World generates product sales via its direct sale model as products are sold to its members. Through the use of a Hapi Gig platform that combines e-commerce, social media and a customized rewards system, HWH World equips, trains and empowers its members. We compete with numerous direct sales companies in South Korea.
HWH World generates product sales via its direct sale model as products are sold to its members. Through the use of a Hapi Gig platform that combines e-commerce, social media and a customized rewards system, HWH World equips, trains and empowers its members.
Hapi Metaverse is now the largest stockholder of VEII. 7 Through Hapi Metaverse, we have successfully implemented several strategic platform developments for clients, including a mobile front-end solution for network marketing, a hotel e-commerce platform for a company in Asia and a real estate agent management platform in China.
Through Hapi Metaverse, we have successfully implemented several strategic platform developments for clients, including a mobile front-end solution for network marketing, a hotel e-commerce platform for a company in Asia and a real estate agent management platform in China.
Certain competitors could use strong or dominant positions in one or more markets to gain competitive advantage against us in our target market or markets. As a result, our competitors may acquire and engage customers or generate revenue at the expense of our own efforts.
This is particularly relevant for our digital transformation technology business. Certain competitors could use strong or dominant positions in one or more markets to gain competitive advantage against us in our target market or markets. As a result, our competitors may acquire and engage customers or generate revenue at the expense of our own efforts.
The regulatory agencies under whose purview we operate have administrative powers that may subject it to actions such as product withdrawals, recalls, seizure of products and other civil and criminal sanctions.
The regulatory agencies under whose purview we operate have administrative powers that may subject it to actions such as product withdrawals, recalls, seizure of products and other civil and criminal sanctions. In some cases, our subsidiaries may deem it advisable to initiate product recalls.
Our total rent expense under these office leases was $1,192,776 and $1,087,585 in 2024 and 2023, respectively. We expect total rent expense to be approximately $823,069 under office leases in 2025. We believe our present office space and locations are adequate for our current operations and for near-term planned expansion.
Our total rent expense under these office leases was $793,279 and $1,192,776 in 2025 and 2024, respectively. We expect total rent expense to be approximately $598,372 under office leases in 2026. We believe our present office space and locations are adequate for our current operations and for near-term planned expansion.
On December 13, 2023, the Company entered into a term sheet (the “Term Sheet”), with Chan Heng Fai (the “Seller”), the Chairman of the Board of Directors, Chief Executive Officer and largest stockholder of the Company.
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.
We believe these initiatives will provide a set of solutions to stabilize the long-term revenue associated with property development in the United States and create new ancillary service opportunities and revenue from this business. Through our subsidiaries, we will explore the potential to pursue other business opportunities related to real estate.
We believe these initiatives will provide a set of solutions to stabilize the long-term revenue associated with property development in the United States and create new ancillary service opportunities and revenue from this business.
We also maintain leased spaces in Singapore, Hong Kong, South Korea, China and Taiwan through leased spaces aggregating approximately 20,337 square feet, under leases expiring on various dates from July 2025 to April 2029. The leases have rental rates ranging from $2,267 to $23,020 per month.
We also maintain leased spaces in Singapore, Hong Kong, South Korea, China and Taiwan through leased spaces aggregating approximately 25,000 square feet, under leases expiring on various dates from May 2026 to April 2029. The leases have rental rates ranging from $1,321 to $23,020 per month.
The cost of complying with governmental regulations is significant and will increase if we add additional real estate projects, become involved in homebuilding in the future and are required to comply with certain due diligence procedures related to third party lenders.
Such costs were reflected in capitalized construction costs in our financial statements and subsequently expensed. 11 The cost of complying with governmental regulations is significant and will increase if we add additional real estate projects, become involved in homebuilding in the future and are required to comply with certain due diligence procedures related to third party lenders.
During 2022 and 2021 the Company signed multiple purchase agreements to acquire 20 and 112 homes, respectively, in Montgomery and Harris Counties, Texas. By December 31, 2022, the acquisition of all 132 homes was completed with an aggregate purchase cost of $30,998,258. All of these purchased homes are properties of our rental business.
Home Rental Business In recent years, the Company expanded its real estate portfolio to single family rental houses. During 2022 and 2021 the Company signed multiple purchase agreements to acquire 20 and 112 homes, respectively, in Montgomery and Harris Counties, Texas. By December 31, 2022, the acquisition of all 132 homes was completed with an aggregate purchase cost of $30,998,258.
Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize the way individuals dine, work and live, by providing a conducive environment for everyone to relish the four facets – health and wellness, fitness, productivity, and recreation all under one roof. In February of 2024, HCI-T acquired an additional café in South Korea.
Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize the way individuals dine, work and live, by providing a conducive environment for everyone to relish the four facets – health and wellness, fitness, productivity, and recreation all under one roof. On September 13, 2025, the Company ceased operations of its subsidiary Hapi Café Korea Inc.
Each of our businesses has developed a field sales force in their geographic markets. These sales force teams are responsible for identifying and managing individual sales opportunities in their respective regions. 10 Competition The businesses in which we participate, real estate, digital transformation technology and biohealth, are each highly competitive.
Each of our businesses has developed a field sales force in their geographic markets. These sales force teams are responsible for identifying and managing individual sales opportunities in their respective regions.
Pursuant to this agreement, the Company has become the direct owner of AHR and its subsidiaries that collectively own these 112 homes, instead of such homes being owned indirectly through Alset International Limited’s subsidiaries.
The closing of the transaction contemplated by this agreement was completed on January 13, 2023. Pursuant to this agreement, the Company has become the direct owner of American Home REIT Inc. (“AHR”) and its subsidiaries that collectively own these 112 homes, instead of such homes being owned indirectly through Alset International Limited’s subsidiaries.
Our trading symbol on Nasdaq Stock Market did not change due to the name change. 4 The following chart illustrates the current corporate structure of our key operating entities: Our Current Operations Real Estate Property Development Business Our property development business is primarily conducted through our indirect subsidiary, LiquidValue Development Inc.
The following chart illustrates the current corporate structure of our key operating entities: 4 Our Current Operations Real Estate Property Development Business Our property development business is primarily conducted through our indirect subsidiary, Alset Real Estate Holdings Inc.
Once the contractors complete the land development, we then sell the developed lots to builders for the construction of new homes. Where possible, we have attempted to pre-sell these lots before they are fully developed.
Once the contractors complete the land development, we then sell the developed lots to builders for the construction of new homes. Where possible, we have attempted to pre-sell these lots before they are fully developed. Alset RE Holdings’ main asset is a subdivision development project near Houston, Texas (known as Lakes at Black Oak).
Our competitors may develop products, features or services that are similar to ours or that achieve greater acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. This is particularly relevant for our digital transformation technology business.
Other competitors in our real estate business may have more substantial ties and experience in geographical areas in which we operate. Our competitors may develop products, features or services that are similar to ours or that achieve greater acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies.
Other Business Activities In addition to our three principal business activities, we oversee several smaller other business activities at the present time, which we believe complement our three principal businesses. BMI Capital Partners.
These transactions generated total proceeds of $4,184,575 and resulted in a recognized loss of $2,439,264. Other Business Activities In addition to our three principal business activities, we oversee several smaller other business activities at the present time, which we believe complement our three principal businesses. BMI Capital Partners.
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.
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.
By way of example, in our real estate business, some of our competitors already have the advantage of having created vertically integrated businesses, while other competitors have broader and deeper relationships with sources of financing. Other competitors in our real estate business may have more substantial ties and experience in geographical areas in which we operate.
These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market conditions. By way of example, in our real estate business, some of our competitors already have the advantage of having created vertically integrated businesses, while other competitors have broader and deeper relationships with sources of financing.
The Company is the surviving entity following this merger and has adopted the name of its former subsidiary.
The Company is the surviving entity following this merger and has adopted the name of its former subsidiary. Our trading symbol on Nasdaq Stock Market did not change due to the name change.
On December 9, 2022, Alset Inc. entered into an agreement with Alset EHome Inc. and Alset International Limited pursuant to which Alset Inc. agreed to reorganize the ownership of its home rental business. Previously, Alset Inc. and certain majority-owned subsidiaries collectively owned 132 single-family rental homes in Texas, of which 112 were owned by subsidiaries of Alset EHome Inc.
All of these purchased homes are properties of our rental business. 6 On December 9, 2022, Alset Inc. entered into an agreement with Alset EHome Inc. and Alset International Limited pursuant to which Alset Inc. agreed to reorganize the ownership of its home rental business.
The Company has retained four model lots within Section 1 of the property. The Company intends to enter into contract-build agreements with local, regional or national builders to construct single-family, for rent homes. These elevations and floor plans will be carefully selected to suit the for-rent tenants and/or for-sale customers.
The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million. 5 The Company has retained four model lots within Section 1 of the property. The Company intends to enter into contract-build agreements with local, regional or national builders to construct single-family, for rent homes.
Most, if not all, of our current and potential competitors may have significantly greater resources or better competitive positions in certain product segments, geographic regions or user demographics than we do. These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market conditions.
Some of our competitors and potential competitors supply a wide variety of products and services, and have well-established relationships with our current and prospective customers. Most, if not all, of our current and potential competitors may have significantly greater resources or better competitive positions in certain product segments, geographic regions or user demographics than we do.
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 OTCQB (OTCQB: VEII).
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 Expert Market (OTC: VEII).
To date, we have spent approximately $71,431 on environmental studies and compliance. Such costs were reflected in capitalized construction costs in our financial statements and subsequently expensed.
To date, we have spent approximately $71,431 on environmental studies and compliance.
The Company will also reserve the right to sell these homes in the event this is deemed to be the highest and best use in the marketplace. The Company expects to complete these homes within the next twelve months. Home Rental Business In recent years, the Company expanded its real estate portfolio to single family rental houses.
These elevations and floor plans will be carefully selected to suit the for-rent tenants and/or for-sale customers. The Company will also reserve the right to sell these homes in the event this is deemed to be the highest and best use in the marketplace. The Company expects to complete these homes within the next twelve months.
Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated Statements of Income.
Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated Statements of Income. Costs excluded from segment income (loss) before taxes and reported as “Other” consist of corporate general and administrative activities which are not allocable to the four reportable segments.
This competition could result in decreased sales and increased marketing expenses, thereby materially reducing our operating margins, and could harm our ability to grow, or cause us to lose market share. Some of our competitors and potential competitors supply a wide variety of products and services, and have well-established relationships with our current and prospective customers.
Our competitors may also add features to their products or services similar to features that presently differentiate our product and service offerings from theirs. This competition could result in decreased sales and increased marketing expenses, thereby materially reducing our operating margins, and could harm our ability to grow, or cause us to lose market share.
Pursuant to the Term Sheet, the Company will 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. NEAPI owns 41.5% of the issued and outstanding shares of New Energy Asia Pacific Limited (“New Energy”), a Hong Kong corporation.
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”).
Existing and future competitors may introduce products and services in the same markets we serve, and competing products or services may have better performance, lower prices, better functionality and broader acceptance than our products. Our competitors may also add features to their products or services similar to features that presently differentiate our product and service offerings from theirs.
Competition The businesses in which we participate, real estate, digital transformation technology and biohealth, are each highly competitive. 10 Existing and future competitors may introduce products and services in the same markets we serve, and competing products or services may have better performance, lower prices, better functionality and broader acceptance than our products.
The Seller is a member of the Board of Directors of New Energy. 9 The Term Sheet was approved by the Audit Committee of the Board of Directors and by the Board of Directors of the Company.
The Seller is a member of the Board of Directors of New Energy and is a stockholder of New Energy. 9 The closing of the transactions contemplated by the Amended Term Sheet occurred on July 23, 2025. Additionally, on July 23, 2025, Mr.
(“DSS”), an indirect 48.7% equity interest in Value Exchange International, Inc., a 29.0% equity interest in Sharing Services Global Corporation and 39.7% equity interest in Impact Biomedical Inc. American Pacific Financial, Inc. 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”), an indirect 45.8% equity interest in Value Exchange International, Inc., a 29.0% equity interest in Sharing Services Global Corporation, and a 41.5% equity interest in New Energy Asia Pacific Company Limited. American Pacific Financial, Inc. is a financial network holding company.
LiquidValue Development’s main asset is a subdivision development project near Houston, Texas (known as Lakes at Black Oak). 5 Our property development business is headquartered in Bethesda, Maryland. For the years ended December 31, 2024 and 2023, our property development business accounted for 79% and 82% of our total revenues, respectively. On October 28, 2022, 150 CCM Black Oak Ltd.
Our property development business is headquartered in Bethesda, Maryland. For the years ended December 31, 2025 and 2024, our property development business accounted for 0% and 79% of our total revenues, respectively.
The Company and the Seller anticipate entering into definitive documents for this acquisition in the immediate future. Investing Activities The Company operates a portfolio of trading securities with the objective of generating profits from short-term fluctuations in market prices.
Chan converted the entire balance of the $83,000,000 Convertible Note into 27,666,667 restricted shares of the Company’s common stock. Investing Activities. The Company operates a portfolio of trading securities with the objective of generating profits from short-term fluctuations in market prices.
Removed
(the “Seller”), a Texas Limited Partnership and subsidiary of the Company, entered into a Contract for Purchase and Sale and Escrow Instructions (the “2022 Agreement”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (“Century”).
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Reorganization of Property Development 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”).
Removed
Pursuant to the terms of the Agreement, the Seller agreed to sell approximately 242 single-family detached residential lots comprising a residential community in the city of Magnolia, Texas. On November 28, 2022, the parties to the 2022 Agreement entered into an amendment to the 2022 Agreement (the “Amendment”).
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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.
Removed
Pursuant to the Amendment, the parties agreed that Century would purchase approximately 131 single-family detached residential lots, instead of 242 lots. This transaction closed on April 13, 2023.
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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”).
Removed
On March 16, 2023, 150 CCM Black Oak Ltd. entered into a Purchase and Sale Agreement (the “RC Purchase and Sale Agreement”) with Rausch Coleman Homes Houston, LLC, a Texas limited liability company (“Rausch Coleman”).
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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.
Removed
Pursuant to the terms of the RC Purchase and Sale Agreement, the Seller has agreed to sell approximately 110 single-family detached residential lots which comprise a section of the Lakes at Black Oak. The transaction closed on May 15, 2023.
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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.
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Alset Inc. owns 85.7% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of Alset EHome Inc. 6 The closing of the transaction contemplated by this agreement was completed on January 13, 2023.
Added
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.
Removed
The Company is evaluating the potential to enter into additional activities related to solar energy and energy efficient products as well as smart home technologies. Through the Company’s eco-systems of businesses based around sustainable, healthy living communities, our Alset EHome Inc. subsidiary intends to develop single family homes which are eco-friendly.
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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).
Removed
They will be fitted out with solar energy products such as photovoltaic systems, battery systems, and car charging ports for sustainable transport as well as other energy efficient systems. The Company also envisions acquiring land surrounding its communities for solar farm projects to power these communities.
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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”).
Removed
The Company intends to continue to explore other projects in and around Houston, Texas and bring this concept to other strategic parts of the U.S.
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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.
Removed
The Company hold 39.7% ownership in Impact BioMedical Inc. (“Impact BioMedical”). Impact BioMedical is focused on discovery, development, and commercialization of products and technologies to address unmet needs in human healthcare and wellness for specialty biopharmaceuticals, antivirals, antimicrobials, consumer healthcare, and wellness products in the United States. Impact BioMedical is listed on NYSE American (NYSE: IBO).
Added
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.
Removed
The Company acquired 4,775,523 shares of the Class B common stock of APF, representing approximately 86.4% of the total common stock of APF. On September 8, 2021 APF sold 6,666,700 shares Series A Common Stock to DSS, Inc. for $40,000,200 cash.
Added
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.
Removed
As a result of such share issuance, the Company’s ownership percentage of APF fell to 41.3% and subsequently to 36.9% at the end of 2022 due to APF’s share issuances. Planned Acquisition of New Energy Asia Pacific Inc.
Added
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.
Removed
Under the terms of the Term Sheet, the consideration for the acquisition of NEAPI will be $103,750,000, to be paid in the form of a convertible promissory note (the “Note”) to be issued to the Seller. The Note will have a term of five years and will pay interest at a rate of 3% per annum.
Added
Previously, Alset Inc. and certain majority-owned subsidiaries collectively owned 132 single-family rental homes in Texas, of which 112 were owned by subsidiaries of Alset EHome Inc. Alset Inc. owns 85.8% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of Alset EHome Inc.
Removed
Either the Company or the Seller may convert all or any portion of the outstanding debt contemplated by the Note into shares of the Company’s common stock during the term of the Note.
Added
On April 23, 2025, the Company completed the sale of HWH World Inc. by Health Wealth Happiness Pte. Ltd. (“HWHPL”) to AES Group Inc. (“AES”), a Korean entity. The sale was consummated under a term sheet signed on April 20, 2025, pursuant to which the Company agreed to transfer its 100% equity interest in HWHKOR to AES.
Removed
The conversion price for the Note has been set at $12.00 per share (based on a calculation of the approximate adjusted NAV of the Company per share as at September 30, 2023) which is equivalent to approximately 16 times the last market trading price of AEI of $0.75 as of December 12, 2023.

… 12 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

28 edited+1 added−11 removed183 unchanged
Biggest changeOther changes we have to make in response to competition could cause us to expend significant financial and other resources, disrupt our operations, strain relationships with partners, or release products and enhancements before they are thoroughly tested, any of which could harm our operating results and stock price. 24 Since some members of our board of directors are not residents of the United States and certain of our assets are located outside of the United States, you may not be able to enforce a U.S. judgment for claims you may bring against such directors or assets.
Biggest changeOther changes we have to make in response to competition could cause us to expend significant financial and other resources, disrupt our operations, strain relationships with partners, or release products and enhancements before they are thoroughly tested, any of which could harm our operating results and stock price.
Acquisitions may cause us to: ● issue common stock that would dilute our current stockholders’ ownership percentage; ● use a substantial portion of our cash resources; ● increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition; ● assume liabilities for which we do not have indemnification from the former owners; further, indemnification obligations may be subject to dispute or concerns regarding the creditworthiness of the former owners; ● record goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges; ● experience volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates; ● incur amortization expenses related to certain intangible assets; ● lose existing or potential contracts as a result of conflict-of-interest issues; ● become subject to adverse tax consequences or deferred compensation charges; ● incur large and immediate write-offs; or ● become subject to litigation.
Acquisitions may cause us to: ● issue common stock that would dilute our current stockholders’ ownership percentage; ● use a substantial portion of our cash resources; 17 ● increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition; ● assume liabilities for which we do not have indemnification from the former owners; further, indemnification obligations may be subject to dispute or concerns regarding the creditworthiness of the former owners; ● record goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges; ● experience volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates; ● incur amortization expenses related to certain intangible assets; ● lose existing or potential contracts as a result of conflict-of-interest issues; ● become subject to adverse tax consequences or deferred compensation charges; ● incur large and immediate write-offs; or ● become subject to litigation.
While we do not believe that the time devoted to other affairs will undermine their ability to fulfill their duties with respect to our Company, if the business affairs of our subsidiaries or other ventures require them to devote substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs which may have a negative impact on our operations. 18 Our officers, including our Chairman, Chief Executive Officer Chan Heng Fai, will allocate some of their time to HWH International Inc., thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs.
While we do not believe that the time devoted to other affairs will undermine their ability to fulfill their duties with respect to our Company, if the business affairs of our subsidiaries or other ventures require them to devote substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs which may have a negative impact on our operations. 18 Our officers, including our Chairman and Chief Executive Officer Chan Heng Fai, will allocate some of their time to HWH International Inc., thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs.
For example: ● we may not be able to identify suitable acquisition candidates or to consummate acquisitions on acceptable terms; ● we may pursue international acquisitions, which inherently pose more risks than domestic acquisitions; ● we compete with others to acquire complementary products, technologies and businesses, which may result in decreased availability of, or increased price for, suitable acquisition candidates; ● we may not be able to obtain the necessary financing, on favorable terms or at all, to finance any or all of our potential acquisitions; and ● we may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a technology, product or business.
For example: ● we may not be able to identify suitable acquisition candidates or to consummate acquisitions on acceptable terms; 16 ● we may pursue international acquisitions, which inherently pose more risks than domestic acquisitions; ● we compete with others to acquire complementary products, technologies and businesses, which may result in decreased availability of, or increased price for, suitable acquisition candidates; ● we may not be able to obtain the necessary financing, on favorable terms or at all, to finance any or all of our potential acquisitions; and ● we may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a technology, product or business.
Factors that could cause fluctuations in the market price of our common stock include the following: ● quarterly variations in our results of operations; ● results of operations that vary from the expectations of securities analysts and investors; ● results of operations that vary from those of our competitors; 28 ● changes in expectations as to our future financial performance, including financial estimates by securities analysts; ● publication of research reports about us or the industries in which we participate; ● announcements by us or our competitors of significant contracts, acquisitions or capital commitments; ● announcements by third parties of significant legal claims or proceedings against us; ● changes affecting the availability of financing for smaller publicly traded companies like us; ● regulatory developments in the real estate, digital transformation technology or biohealth businesses; ● significant future sales of our common stock, and additions or departures of key personnel; ● the realization of any of the other risk factors presented in this Report; and ● general economic, market and currency factors and conditions unrelated to our performance.
Factors that could cause fluctuations in the market price of our common stock include the following: ● quarterly variations in our results of operations; ● results of operations that vary from the expectations of securities analysts and investors; ● results of operations that vary from those of our competitors; ● changes in expectations as to our future financial performance, including financial estimates by securities analysts; ● publication of research reports about us or the industries in which we participate; 27 ● announcements by us or our competitors of significant contracts, acquisitions or capital commitments; ● announcements by third parties of significant legal claims or proceedings against us; ● changes affecting the availability of financing for smaller publicly traded companies like us; ● regulatory developments in the real estate, digital transformation technology or biohealth businesses; ● significant future sales of our common stock, and additions or departures of key personnel; ● the realization of any of the other risk factors presented in this Report; and ● general economic, market and currency factors and conditions unrelated to our performance.
This potential conflict of interest could have a negative impact on our operations. Rongguo Wei, our Chief Financial Officer, also serves in this position for HWH International Inc. (“HWH International”), and Chan Heng Fai, our Chairman, serves as a director of HWH International.
This potential conflict of interest could have a negative impact on our operations. Rongguo Wei, our Chief Financial Officer, also serves in this position for HWH International Inc. (“HWH International”), and Chan Heng Fai, our Chairman, serves as a director and Chief Executive Officer of HWH International.
In addition, if we are unable to continue to meet these requirements, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities, and we may not be able to remain listed on the Nasdaq Capital Market. 27 Prior to becoming a public company, we were not required to comply with the SEC’s rules that implement Section 404 of the Sarbanes-Oxley Act, and therefore were not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.
In addition, if we are unable to continue to meet these requirements, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities, and we may not be able to remain listed on the Nasdaq Capital Market. 26 Prior to becoming a public company, we were not required to comply with the SEC’s rules that implement Section 404 of the Sarbanes-Oxley Act, and therefore were not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.
These factors would significantly harm our revenues, results of operations, financial condition, business prospects and our ability to make distributions to our stockholders. 16 We have made and expect to continue to make acquisitions as a primary component of our growth strategy.
These factors would significantly harm our revenues, results of operations, financial condition, business prospects and our ability to make distributions to our stockholders. We have made and expect to continue to make acquisitions as a primary component of our growth strategy.
In connection with the preparation of our Report on Form 10-K, an evaluation was carried out by management, with the participation of our Co-Chief Executive Officers and Co-Chief Financial Officers, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 31, 2024.
In connection with the preparation of our Report on Form 10-K, an evaluation was carried out by management, with the participation of our Co-Chief Executive Officers and Co-Chief Financial Officers, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 31, 2025.
Management determined that on December 31, 2024, we had a material weakness that relates to the relatively small number of staff. This limited number of staff prevents us from segregating duties within our internal control system and restricts our ability to timely evaluate the accuracy and completeness of our financial statement disclosures.
Management determined that on December 31, 2025, we had a material weakness that relates to the relatively small number of staff. This limited number of staff prevents us from segregating duties within our internal control system and restricts our ability to timely evaluate the accuracy and completeness of our financial statement disclosures.
Any failure to meet guidance or analysts’ expectations could have a material adverse effect on the trading price or volume of our stock. 29 Anti-takeover provisions in our charter documents could discourage, delay or prevent a change in control of our Company and may affect the trading price of our common stock.
Any failure to meet guidance or analysts’ expectations could have a material adverse effect on the trading price or volume of our stock. 28 Anti-takeover provisions in our charter documents could discourage, delay or prevent a change in control of our Company and may affect the trading price of our common stock.
This material weakness, which remained unremedied by the Company as of December 31, 2024, could result in a misstatement to the accounts and disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected.
This material weakness, which remained unremedied by the Company as of December 31, 2025, could result in a misstatement to the accounts and disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected.
Several of our officers and directors also serve as officers and directors of entities where we are the direct or indirect majority stockholder, including but not limited to Alset International Limited, HWH International Inc., LiquidValue Development Inc. and Hapi Metaverse Inc.
Several of our officers and directors also serve as officers and directors of entities where we are the direct or indirect majority stockholder, including but not limited to Alset International Limited, HWH International Inc., and Hapi Metaverse Inc.
During evaluation of our disclosure controls and procedures as of December 31, 2024, conducted as part of our annual audit and preparation of our annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective.
During evaluation of our disclosure controls and procedures as of December 31, 2025, conducted as part of our annual audit and preparation of our annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective.
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 were approximately $30 million and $23 million on December 31, 2024 and 2023, respectively, are the reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Consolidated Statements of Operations and Other Comprehensive Income.
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 were approximately $28 million and $30 million on December 31, 2025 and 2024, respectively, are the reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Consolidated Statements of Operations and Other Comprehensive Income.
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.
Because the intercompany loan balances between Singapore and United States will remain at approximately $28 million over the next year, we expect this fluctuation of foreign exchange rates to still significantly impact the results of operations in 2026, especially given that the foreign exchange rate may and is expected to be volatile.
We currently have no outstanding shares of preferred stock, or plans to issue any such shares in the future. 30
We currently have no outstanding shares of preferred stock, or plans to issue any such shares in the future. 29
These sales may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate, or to use equity as consideration for future acquisitions. As of March 31, 2025, we have 250,000,000 shares of common stock authorized, and 10,735,119 shares of common stock outstanding.
These sales may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate, or to use equity as consideration for future acquisitions. As of March 31, 2026, we have 250,000,000 shares of common stock authorized, and 38,895,830 shares of common stock outstanding.
We own indirect interests in several publicly traded companies – most significantly, Alset International Limited, whose shares are listed on the Singapore Stock Exchange, DSS, Inc., whose shares are listed on the NYSE American LLC Exchange, Sharing Services Global Corporation, whose shares are listed on OTC Pink of the OTC Markets Group, Inc., Value Exchange International Inc., whose shares are listed on OTCQB Venture Market of the OTC Markets Group, Inc., and HWH International Inc., whose shares are trading on the Nasdaq Global Markets; (LiquidValue Development Inc. and Hapi Metaverse Inc. are not currently traded on any exchange).
We own indirect interests in several publicly traded companies – most significantly, Alset International Limited, whose shares are listed on the Singapore Stock Exchange, DSS, Inc., whose shares are listed on the NYSE American LLC Exchange, Sharing Services Global Corporation, whose shares are quoted on the OTC Expert Market of the OTC Markets Group, Inc., Value Exchange International Inc., whose shares are listed on OTC Expert Market of the OTC Markets Group, Inc., and HWH International Inc., whose shares are trading on the Nasdaq Capital Market; (Winning Catering Group, Inc. and Hapi Metaverse Inc. are not currently traded on any exchange).
Concentration of ownership of our common stock by our principal stockholder will limit new investors from influencing significant corporate decisions. As of March 31, 2025, our principal stockholder Chan Heng Fai owns approximately 62.6% of our outstanding shares of common stock.
Concentration of ownership of our common stock by our principal stockholder will limit new investors from influencing significant corporate decisions. As of March 31, 2026, our principal stockholder Chan Heng Fai owns approximately 90.5% of our outstanding shares of common stock.
Of these shares, 7,577,357 shares are freely tradable. If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, or if our actual results differ significantly from our guidance, our stock price and trading volume could decline.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, or if our actual results differ significantly from our guidance, our stock price and trading volume could decline.
In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings or growth opportunities that we expect.
In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all.
For the years ended December 31, 2024 and 2023, we had revenue of $21,115,899 and $22,088,507, respectively, and net losses of $4,165,816 and $61,278,733 in the years ended December 31, 2024 and 2023, respectively. Our failure to increase our revenues or improve our gross margins will harm our business.
For the years ended December 31, 2025 and 2024, we had revenue of $4,470,875 and $21,115,899, respectively, and net losses of $49,350,566 and $4,165,816 in the years ended December 31, 2025 and 2024, respectively. Our failure to increase our revenues or improve our gross margins will harm our business.
We may be required to record a significant charge to earnings if our real estate properties become impaired. Our policy is to 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.
Our policy is to 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.
We cannot assure you that foreign courts would enforce liabilities predicated on U.S. federal securities laws in original actions commenced in such foreign jurisdiction, or judgments of U.S. courts obtained in actions based upon the civil liability provisions of U.S. federal securities laws.
We cannot assure you that foreign courts would enforce liabilities predicated on U.S. federal securities laws in original actions commenced in such foreign jurisdiction, or judgments of U.S. courts obtained in actions based upon the civil liability provisions of U.S. federal securities laws. 24 We may be required to record a significant charge to earnings if our real estate properties become impaired.
As a public company, we incur significant legal, insurance, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq Capital Market listing requirements and other applicable securities rules and regulations impose various requirements on public companies.
The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq Capital Market listing requirements and other applicable securities rules and regulations impose various requirements on public companies. Our management and administrative staff need to devote a substantial amount of time to comply with these requirements.
These benefits may not be achieved within the anticipated time frame, or at all. 17 Acquisitions which we complete may have an adverse impact on our results of operations.
Acquisitions which we complete may have an adverse impact on our results of operations.
Investors may find our shares less attractive due to our reliance on these exemptions. This could impact our ability to raise funds in the future. We will incur increased costs as a result of being a U.S. public company, and our management expects to devote substantial time to public company compliance programs.
We will incur increased costs as a result of being a U.S. public company, and our management expects to devote substantial time to public company compliance programs. As a public company, we incur significant legal, insurance, accounting and other expenses that we did not incur as a private company.
Removed
We are an “emerging growth company” and our election to delay adoption of new or revised accounting standards applicable to public companies may result in our consolidated financial statements not being comparable to those of some other public companies.
Added
Since some members of our board of directors are not residents of the United States and certain of our assets are located outside of the United States, you may not be able to enforce a U.S. judgment for claims you may bring against such directors or assets.
Removed
As a result of this and other reduced disclosure requirements applicable to emerging growth companies, our shares may be less attractive to investors. As a company with less than $1.07 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” under the JOBS Act.
Removed
An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies.
Removed
In particular, as an emerging growth company, we: ● are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act; ● are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”); ● are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes); ● are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; ● may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and ● are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. 26 We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.
Removed
Our election to use the phase-in periods may make it difficult to compare our consolidated financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.
Removed
Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules.
Removed
For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure, and may present only two years of audited financial statements and related MD&A disclosure.
Removed
Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company.
Removed
In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a three-year period.
Removed
Under current SEC rules, however, we will continue to qualify as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.
Removed
Our management and administrative staff need to devote a substantial amount of time to comply with these requirements.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Committee reports to the Board regarding its activities, including those related to cybersecurity. The Board also receives briefings from management on our cybersecurity risk management program.
Biggest changeThe Committee is composed of members of our board of directors with diverse expertise, which has prepared them to oversee our cybersecurity risks. The Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the “Committee”) oversight of cybersecurity, data privacy and other information technology risks.
Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the “Committee”) oversight of cybersecurity, data privacy and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program and cybersecurity risk exposures, and the steps taken by management to monitor and mitigate cybersecurity risks.
Our management team, including our Chief Executive Officer , is responsible for assessing and managing our material risks from cybersecurity threats .
The Committee reports to the Board regarding its activities, including those related to cybersecurity. The Board also receives briefings from management on our cybersecurity risk management program. Our management team, including our Chief Executive Officer , is responsible for assessing and managing our material risks from cybersecurity threats.
Removed
The Committee oversees management’s implementation of our cybersecurity risk management program and cybersecurity risk exposures, and the steps taken by management to monitor and mitigate cybersecurity risks . The Committee is composed of members of our board of directors with diverse expertise, which has prepared them to oversee our cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

4 edited+2 added−0 removed10 unchanged
Biggest changeManagement intends to procure a new tenant to occupy the premises after the office used for real estate sales is converted back to a garage in first quarter of 2025. On July 14, 2023, 150 CCM Black Oak, Ltd. entered into a model home lease agreement with Davidson Homes, LLC (“Davidson”).
Biggest changeIn 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”).
Item 2. Properties. Our executive offices are located at 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814, and our telephone number is (301) 971-3955. Lakes at Black Oak The Lakes at Black Oak property is located in Montgomery County in Magnolia, Texas.
Item 2. Properties. Our executive offices are located at 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814, and our telephone number is (301) 971-3955. 30 Lakes at Black Oak The Lakes at Black Oak property is located in Montgomery County in Magnolia, Texas.
The sale closed in December of 2024. 31 Rental Properties Investments in Single-Family Residential Properties During 2021 and 2022 the Company signed multiple purchase agreements to acquire 132 homes in Montgomery and Harris Counties, Texas. By December 31, 2022, the acquisition of the 132 homes was completed with an aggregate purchase cost of $30,998,258.
Rental Properties Investments in Single-Family Residential Properties During 2021 and 2022 the Company signed multiple purchase agreements to acquire 132 homes in Montgomery and Harris Counties, Texas. By December 31, 2022, the acquisition of the 132 homes was completed with an aggregate purchase cost of $30,998,258.
On November 13, 2023 Alset EHome Inc. entered into a Contract for Purchase and Sale and Escrow Instructions with Century Land Holdings of Texas, LLC for the sale of all 63 lots.
On November 13, 2023 Alset EHome Inc. entered into a Contract for Purchase and Sale and Escrow Instructions with Century Land Holdings of Texas, LLC for the sale of all 63 lots. The sale closed in December of 2024.
Added
Pursuant to the lease agreement and once Davidson Homes sold their last remaining lots, the agreement expired as of January 31, 2026. As outlined in an amendment to the agreement, Davidson notified management that it would proceed with converting the sales office back to garages at their expense on or before April 30, 2026.
Added
Management will direct the property management and leasing company to begin marketing the home on a for-rent basis 15-30 days prior to the projected completion. Davidson will continue to pay monthly rent until substantial completion of the tenant improvements to the leased premises.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeItem 4. Mine Safety Disclosures Not applicable. 32 PART II
Biggest changeItem 4. Mine Safety Disclosures Not applicable. 31 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

2 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 32 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 33 Item 6 [Reserved] 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 49 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 31 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 32 Item 6 [Reserved] 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 47 Item 8.
Financial Statements and Supplementary Data 50 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 98 Item 9A. Controls and Procedures 98 Item 9B. Other Information 99
Financial Statements and Supplementary Data 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 97 Item 9A. Controls and Procedures 97 Item 9B. Other Information 97

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+7 added−0 removed4 unchanged
Biggest changeRecent Sales of Unregistered Securities; Use of Proceeds from Registered Securities Not applicable. Purchases of Equity Securities by the Issuer and Affiliated Purchasers The Company did not repurchase any shares of the Company’s common stock during 2024.
Biggest changeRecent Sales of Unregistered Securities; Use of Proceeds from Registered Securities Not applicable.
Holders As of March 31, 2025, the Company had five (5) shareholders of record. Such number does not include shareholders holding shares in nominee or “street name”. Dividends Since inception, we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock.
Holders As of March 31, 2026, the Company had five (5) shareholders of record. Such number does not include shareholders holding shares in nominee or “street name”. Dividends Since inception, we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock.
No options or other equity awards have been granted under the 2018 Plan. The reservation of shares under the Incentive Compensation Plan was cancelled in May 2021. The 2018 Plan was replaced by the 2025 Plan as of March 17, 2025. Performance Graph Not applicable to smaller reporting companies.
No options or other equity awards have been granted under the 2018 Plan. The reservation of shares under the Incentive Compensation Plan was cancelled in May 2021. The 2018 Plan was replaced by the 2025 Plan as of March 17, 2025.
Added
On February 13, 2025, our Board and Majority Shareholders approved and ratified the 2025 Plan, covering up to 2,147,024 shares of common stock.
Added
The purpose of the 2025 Plan is to advance the interests of the Company and our related corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, officers, and directors, by creating incentives and rewards for their contributions to the success of the Company and its related corporations.
Added
The 2025 Plan is administered by our Board or by the Compensation Committee. The following awards may be granted under the 2025 Plan: Options, Restricted Awards, Other Stock-Based Awards. On April 15, 2025, the Board awarded the Company’s Chairman and Chief Executive Officer, Chan Heng Fai, 1,000,000 restricted shares of the Company’s common stock (the “Shares”).
Added
The Shares were granted to Mr. Chan as compensation for services rendered to the Company pursuant to the terms of the 2025 Plan. Under the terms and conditions of the award agreement, the Shares may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of prior to April 15, 2026. 32 Performance Graph Not applicable to smaller reporting companies.
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs October 1 – October 31, 2025 159,545 $ 2.8141 159,545 $ 515,613 November 1 – November 30, 2025 47,225 $ 2.6384 47,225 $ 388,927 December 1 – December 31, 2025 - $ - - $ 388,927 Total*** 206,770 $ 1.4005 206,770 *On June 23, 2025, the Company issued a press release announcing that the Company’s Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $1,000,000 of its common stock. **On September 29, 2025, the Company’s Board of Directors approved an increase to the Company’s existing stock repurchase program.
Added
Under the Company’s existing stock repurchase agreement, the Company had, to date, bought back 284,462 shares of the Company’s common stock, for approximately $392,000, including certain fees.
Added
The amendment to the stock repurchase program authorized the Company to repurchase up to an additional $1,000,000 of the Company’s common stock, subject to market conditions, contractual restrictions and other factors (in addition to the amounts already spent). Repurchases were able to be made under the plan until the $1,000,000 made available was spent or until December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

86 edited+27 added−50 removed70 unchanged
Biggest changeOperating Expenses The following table sets forth period-over-period changes in cost of revenue for each of our reporting segments: Years Ended December 31, Change 2024 2023 Dollars Percentage Real Estate $ 12,034,348 $ 13,915,144 $ (1,880,796 ) -14 % Digital Transformation Technology - 9,145 (9,145 ) -100 % Biohealth 3,370 54,529 (51,159 ) -94 % Other 744,906 597,391 147,515 25 % Total cost of sales $ 12,782,624 $ 14,576,209 $ (1,793,585 ) -12 % 41 Cost of revenue decreased from $14,576,209 in the year ended December 31, 2023 to $12,782,624 in the year ended December 31, 2024, as a result of the decrease in the number of lots sold in the Lakes at Black Oak project.
Biggest changeIn the years ended December 31, 2025 and 2024, the revenue from other businesses was $1,641,433 and $1,507,715, respectively, generated mainly by Korean, Taiwanese and Singaporean café shops and restaurants. 39 Operating Expenses The following table sets forth period-over-period changes in cost of sales for each of our reporting segments: Years Ended December 31, Change 2025 2024 Dollars Percentage Real Estate $ 2,580,462 $ 12,034,348 $ (9,453,886 ) -79 % Digital Transformation Technology 247 - 223 100 % Biohealth - 3,370 (3,370 ) -100 % Other 641,206 744,906 (103,700 ) -14 % Total cost of sales $ 3,221,915 $ 12,782,624 $ (9,560,709 ) -75 % Cost of sales decreased from $12,782,624 in the year ended December 31, 2024 to $3,221,915 in the year ended December 31, 2025, as a result of the decrease in the number of lots sold in the Lakes at Black Oak 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.
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.
(“Alset F&B PLQ”), acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively. These licenses will allow Alset F&B One and Alset F&B PLQ each to operate a Killiney Kopitiam restaurant in Singapore.
(“Alset F&B PLQ”), each acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively. These licenses will allow Alset F&B One and Alset F&B PLQ each to operate a Killiney Kopitiam restaurant in Singapore.
Business Overview We are a diversified holding company principally engaged through our subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong, Australia, South Korea and the People’s Republic of China.
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.
Significant estimates made by management include, but are not limited to, allowance for doubtful accounts, recoverability and useful lives of property, plant and equipment, valuation of real estate assets, allocation of development costs and capitalized interest to sold lots, the valuation allowance of deferred taxes, contingencies and equity compensation. Actual results could differ from those estimates.
Significant estimates made by management include, but are not limited to, allowance for doubtful accounts, recoverability and useful lives of property and equipment, valuation of real estate assets, allocation of development costs and capitalized interest to sold lots, the valuation allowance of deferred taxes, contingencies and equity compensation. Actual results could differ from those estimates.
Sharing Services Global Corporation (OTC Pink: SHRG), is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio, business competencies, and geographic reach.
Sharing Services Global Corporation (OTC: SHRG), is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio, business competencies, and geographic reach.
Any subsequent change orders or price changes are required to be approved by both parties. 36 Allocate the transaction price to performance obligations in the contract. Each lot is considered to be a separate performance obligation, for which the specified price in the contract is allocated to. Recognize revenue when (or as) the entity satisfies performance obligation.
Any subsequent change orders or price changes are required to be approved by both parties. Allocate the transaction price to performance obligations in the contract. Each lot is considered to be a separate performance obligation, for which the specified price in the contract is allocated to. Recognize revenue when (or as) the entity satisfies performance obligation.
There has been no indication of impairment or changes in observable prices via transactions of similar securities and is still carried at a cost. Investment Securities under Equity Method Accounting The Company accounts for equity investments in certain entities with significant influence under equity-method accounting.
There has been no indication of impairment or changes in observable prices via transactions of similar securities and is still carried at a cost. 44 Investment Securities under Equity Method Accounting The Company accounts for equity investments in certain entities with significant influence under equity-method accounting.
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. 34 The primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income (loss).
In determination of segments, the Company, together with its CODMs, considers factors that include the nature of business activities, allocation of resources and management structure. The primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income (loss).
The Company has signed agreements with the builders for developing the raw land to ready to build lots. The contract has agreed upon prices, timelines, and specifications for what is to be provided. Identify the performance obligations in the contract.
The Company has signed agreements with the builders for developing the raw land to ready to build lots. The contract has agreed upon prices, timelines, and specifications for what is to be provided. 36 Identify the performance obligations in the contract.
On September 6, 2023, the Company converted $1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII’s Common Stock. Under the terms of the First Credit Agreement, Hapi Metaverse received Warrants to purchase a maximum of 36,723,160 shares of VEII’s Common Stock at an exercise price of $0.1770 per share.
On September 6, 2023, the Company converted $1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII’s Common Stock. Under the terms of the 1 st Credit Agreement, Hapi Metaverse received Warrants to purchase a maximum of 36,723,160 shares of VEII’s Common Stock at an exercise price of $0.1770 per share.
We manage our three principal businesses primarily through our 85.7% owned subsidiary, Alset International Limited, a public company traded on the Singapore Stock Exchange (“Alset International”). 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.
We manage our three principal businesses primarily through our 85.8% owned subsidiary, Alset International Limited, a public company traded on the Singapore Stock Exchange (“Alset International”). 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.
(“Value Exchange International” or “VEII”), an OTCQB listed company, for an aggregate subscription price of $650,000. On October 17, 2022 the Company purchased additional 7,276,163 common shares of VEII for an aggregate purchase price of $1,743,734. On September 6, 2023, the Company converted $1,300,000 of VEII loan into 7,344,632 common shares.
(“Value Exchange International” or “VEII”), an OTC listed company, for an aggregate subscription price of $650,000. On October 17, 2022 the Company purchased additional 7,276,163 common shares of VEII for an aggregate purchase price of $1,743,734. On September 6, 2023, the Company converted $1,300,000 of VEII loan into 7,344,632 common shares.
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. Additionally, we have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Financial, Inc., a 48.9% equity interest in DSS Inc.
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. Additionally, we have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Financial, Inc., a 43.6% equity interest in DSS Inc.
The First Credit Agreement provides VEII with a maximum credit line of $1,500,000 with simple interest accrued on any advances of the money under the First Credit Agreement at 8%. The First Credit Agreement grants conversion rights to each Lender.
The 1 st Credit Agreement provides VEII with a maximum credit line of $1,500,000 with simple interest accrued on any advances of the money under the 1 st Credit Agreement at 8%. The 1 st Credit Agreement grants conversion rights to each Lender.
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 years ended December 31, 2024 and 2023, the Company did not recognize any deferred revenue and collected all rents due. ● Cost of Revenue.
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 years ended December 31, 2025 and 2024, the Company did not recognize any deferred revenue and collected all rents due. ● Cost of Sales.
(“Impact”) are publicly traded companies and fair value is determined by quoted stock prices. The Company has significant influence but does not have a controlling interest in these investments, and therefore, the Company’s investment could be accounted for under the equity method of accounting or under fair value accounting.
(“Impact”) are publicly traded companies and fair value is determined by quoted stock prices. The Company has (or had, in the case of Impact) significant influence but does not have a controlling interest in these investments, and therefore, the Company’s investment could be accounted for under the equity method of accounting or under fair value accounting.
As of December 31, 2024 and 2023, there were no remaining performance obligations or continuing involvement, as all service obligations within the other business activities segment have been completed.
As of December 31, 2025 and 2024, there were no remaining performance obligations or continuing involvement, as all service obligations within the other business activities segment have been completed.
Under the Second Credit Agreement, as amended, this amount can be converted into VEII’s Common Shares pursuant to the terms of the Second Credit Agreement for a period of three years. In the event that Hapi Metaverse converts this loan into shares of VEII’s Common Stock, the conversion price shall be $0.045 per share.
Under the 2 nd Credit Agreement, as amended, this amount can be converted into VEII’s Common Shares pursuant to the terms of the 2 nd Credit Agreement for a period of three years. In the event that Hapi Metaverse converts this loan into shares of VEII’s Common Stock, the conversion price shall be $0.045 per share.
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 $23 million on December 31, 2024 and 2023, respectively, are the reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Consolidated Statements of Operations and Other Comprehensive Income.
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 $28 million and $30 million on December 31, 2025 and 2024, respectively, are the reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Consolidated Statements of Operations and Other Comprehensive Income.
AMRE targets hospitals (both Critical Access and Specialty Surgical), Physician Group Practices, Ambulatory Surgical Centers, and other licensed medical treatment facilities. Chan Heng Fai, our CEO, is the executive chairman and director of AMRE. DSS, of which we own 48.9% and have significant influence over, owns 80.4% of AMRE. Therefore, the Company has significant influence on AMRE.
AMRE targets hospitals (both Critical Access and Specialty Surgical), Physician Group Practices, Ambulatory Surgical Centers, and other licensed medical treatment facilities. Chan Heng Fai, our CEO, is the executive chairman and director of AMRE. DSS, of which we own 43.6% and have significant influence over, owns 80.4% of AMRE. Therefore, the Company has significant influence on AMRE.
The decrease in property sales in the 2024 caused lower revenue in this period. 40 In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project.
The decrease in property sales in 2025 caused lower revenue in this period. In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project.
After these transactions, the Company owns approximately 48.7% of VEII and exercises significant influence over it. Our Chief Executive Officer, Chan Heng Fai, is also an owner of the common stock of VEII (not including any common shares we hold). Additionally, certain members of our board of directors serve as directors of Value Exchange International.
After these transactions, the Company owns approximately 45.8% of VEII and exercises significant influence over it. Our Chief Executive Officer, Chan Heng Fai, is also an owner of the common stock of VEII (not including any common shares we hold). Additionally, certain members of our board of directors serve as directors of Value Exchange International.
The Loan Amount can be converted into shares of VEII pursuant to the terms of the First Credit Agreement for a period of three years. There is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock.
The Loan Amount can be converted into shares of VEII pursuant to the terms of the 1 st Credit Agreement for a period of three years. There is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock.
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 the year 2025, especially given that the foreign exchange rate may and is expected to be volatile.
Because the intercompany loan balances between Singapore and United States will remain at approximately $28 million over the next year, we expect this fluctuation of foreign exchange rates to still significantly impact the results of operations in the year 2026, especially given that the foreign exchange rate may and is expected to be volatile.
The stock’s fair value is determined by quoted stock prices. On January 27, 2023, the Company and New Electric CV Corporation (together with the Company, the “Lenders”) entered into a Convertible Credit Agreement (the “First Credit Agreement”) with VEII.
The stock’s fair value is determined by quoted stock prices. On January 27, 2023, the Company and New Electric CV Corporation (together with the Company, the “Lenders”) entered into a Convertible Credit Agreement (the “1 st Credit Agreement”) with VEII.
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). The Company currently owns a total of 21,179,275 shares (representing approximately 48.7%) of VEII. The Company has a portfolio of trading securities.
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). The Company currently owns a total of 21,179,275 shares (representing approximately 45.8%) of VEII. The Company has a portfolio of trading securities.
The Company did not record impairment on any of its projects during the years ended on December 31, 2024 and 2023.
The Company did not record impairment on any of its projects during the years ended on December 31, 2025 and 2024.
The sale of lots in Alset Villa project closed on December 17, 2024 generating approximately $3.8 million. Revenue from the rental business was $2,891,807 and $2,776,911 for the years ended December 31, 2024 and 2023, 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 sale of lots in Alset Villa project closed on December 17, 2024 generating approximately $3.8 million. Revenue from the rental business was $2,829,270 and $2,891,807 for the years ended December 31, 2025 and 2024, respectively. The Company expects that the revenue from this business will continue to increase as we acquire more rental houses and successfully rent them.
The Company has significant influence over DSS as we owned approximately 48.9% of the common stock of DSS as of December 31, 2024, and our Chief Executive Officer, Chan Heng Fai, is an owner of additional common stock of DSS (not including any common or preferred shares we hold).
The Company has significant influence over DSS as we owned approximately 43.6% of the common stock of DSS as of December 31, 2025, and our Chief Executive Officer, Chan Heng Fai, is an owner of additional common stock of DSS (not including any common or preferred shares we hold).
Killiney Kopitiam, founded in 1919, is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling traditional coffee and tea, along with a range of local delicacies such as Curry Chicken, Laksa, Mee Siam, and Mee Rebus. The Company, through Hapi Café Inc.
Killiney Kopitiam, founded in 1919, is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling traditional coffee and tea, along with a range of local delicacies such as Curry Chicken, Laksa, Mee Siam, and Mee Rebus.
Such warrants expire five (5) years from date of their issuance. 44 On December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“Second Credit Agreement”) with VEII. On December 15, 2023, the Company loaned VEII $1,000,000. The Second Credit Agreement was amended pursuant to an agreement dated December 19, 2023.
Such warrants expire five (5) years from date of their issuance. 42 On December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“2 nd Credit Agreement”) with VEII. On December 15, 2023, the Company loaned VEII $1,000,000. The 2 nd Credit Agreement was amended pursuant to an agreement dated December 19, 2023.
We value APW warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from APW were $860,342 as of July 17, 2020, the purchase date and $973 and $430 as of December 31, 2024 and 2023, respectively.
We value HIPH warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from HIPH were $860,342 as of July 17, 2020, the purchase date and $973 as of December 31, 2025 and 2024.
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., American Premium Water Corporation (“APW”, d.b.a. New Electric CV Corporation, “NECV”), Value Exchange International Inc., Sharing Services Global Corp. (“SHRG”) and Impact Biomedical Inc.
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., HIPH World Inc. (f.k.a. American Premium Water Corporation and New Electric CV Corporation, “HIPH”), Value Exchange International Inc., Sharing Services Global Corp. (“SHRG”) and Impact Biomedical Inc.
A detailed breakdown of the five-step process for the revenue recognition of the Lakes at Black Oak project, which represented approximately 79% and 82% of the Company’s revenue in the years ended on December 31, 2024 and 2023, respectively, is as follows: Identify the contract with a customer.
A detailed breakdown of the five-step process for the revenue recognition of the Lakes at Black Oak and Alset Villas projects, which represented approximately 0% and 79% of the Company’s revenue in the years ended on December 31, 2025 and 2024, respectively, is as follows: Identify the contract with a customer.
From a geographical perspective, we recognized 93% and 95% of our total revenue in the years ended December 31, 2024, and 2023, respectively, in the United States. 0% and 0% of our revenue in 2024 and 2023, respectively, was recognized from our sales in South Korea. 7% and 5% of our revenue in 2024 and 2023, respectively, was recognized from our sales in Singapore.
From a geographical perspective, we recognized 52% and 93% of our total revenue in the years ended December 31, 2025, and 2024, respectively, in the United States. 1% and 0% of our revenue in 2025 and 2024, respectively, was recognized from our sales in South Korea. 42% and 7% of our revenue in 2025 and 2024, respectively, was recognized from our sales in Singapore. 5% and 0% of our revenue in 2025 and 2024, respectively, was recognized from our sales in Taiwan.
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; and ● Our ability to control our operating expenses as we expand each of our businesses and product and service offerings.
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; and ● Our ability to control our operating expenses as we expand each of our businesses and product and service offerings. 35 Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
Cash Flows from Investing Activities Net cash provided by investing activities was $17,468,306 in the year 2024, as compared to net cash used in investing activities of $2,128,986 in the same period of 2023.
Cash Flows from Investing Activities Net cash provided by investing activities was $2,250,903 in the year 2025, as compared to net cash provided by investing activities of $17,468,306 in the same period of 2024.
Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. In order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most recently for its financial reporting as of December 31, 2024.
In order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most recently for its financial reporting as of December 31, 2024.
The builders do the inspections to make sure all conditions and requirements in contracts are met before purchasing the lots.
The prices and timeline are determined and agreed upon in the contract. The builders do the inspections to make sure all conditions and requirements in contracts are met before purchasing the lots.
Cash used in financing activities in the year 2024 is primarily related to the repayment of Class A Common Stock of $21,102,871 and repayment of note payable of $446,260. Cash provided by financing activities in the year 2023 is primarily related to the proceeds from stock issuance of $3,433,921.
Cash provided by financing activities in the year 2025 is primarily related to the issuance of Common Stock of $2,614,983. Cash used in financing activities in the year 2024 is primarily related to the repayment of Class A Common Stock of $21,102,871 and repayment of note payable of $446,260.
The Company has significant influence over Sentinel as our CEO holds a director position on Sentinel’s Board of Directors. Additionally, DSS, of which we own 48.9% and have significant influence over, owns 80.1% of Sentinel. During the years ended December 31, 2024 and 2023, the investment loss in Sentinel was $15,013 and $154,956, respectively.
The Company has significant influence over Sentinel as our CEO holds a director position on Sentinel’s Board of Directors. Additionally, DSS, of which we own 43.6% and have significant influence over, owns 91.24% of Sentinel. During the years ended December 31, 2025 and 2024, the investment loss in Sentinel was $107,680 and $15,013, respectively.
Sales of real properties accounted for approximately 82%, revenue from home rentals accounted for approximately 13%, and revenue from other activities accounted for approximately 5% of our total revenue in the year ended December 31, 2023.
Sales of real properties accounted for approximately 0%, revenue from home rentals accounted for approximately 52% and revenue from other activities accounted for approximately 48% of our total revenue in the year ended December 31, 2025.
Our total assets have decreased to $96,761,977 as of December 31, 2024 from $126,314,028 as of December 31, 2023 due to the decrease in real estate assets and cash held in Trust Account. 42 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.
Our total assets have increased to $136,587,114 as of December 31, 2025 from $96,761,977 as of December 31, 2024 due to purchasing equity investments. 40 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 capitalized costs are recorded as part of the asset to which they relate and are reduced when lots are sold. The Company capitalized construction costs of approximately $0 million and $1.2 million in the years ended December 31, 2024 and 2023, respectively.
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 in the years ended December 31, 2025 and 2024.
Management is responsible for the preparation and fair presentation of the financial statements included in this Report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s judgment and estimates concerning effects of events and transactions that are accounted for or disclosed.
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s judgment and estimates concerning effects of events and transactions that are accounted for or disclosed. 46 Management is also responsible for establishing and maintaining adequate internal control over financial reporting.
The Company purchases land and develops it into residential communities. The developed lots are sold to builders (customers) for the construction of new homes. The builders enter into a sales contract with the Company before they take the lots. The prices and timeline are determined and agreed upon in the contract.
Part of the Company’s real estate business is land development. The Company purchases land and develops it into residential communities. The developed lots are sold to builders (customers) for the construction of new homes. The builders enter into a sales contract with the Company before they take the lots.
Summary of Cash Flows for the Years Ended December 31, 2024 and 2023 Years Ended December 31, 2024 2023 Net cash provided by operating activities $ 5,156,047 $ 7,478,823 Net cash provided by (used in) investing activities $ 17,468,306 $ (2,128,986 ) Net cash (used in) provided by financing activities $ (21,419,083 ) $ 3,187,489 Cash Flows from Operating Activities Net cash provided by operating activities was $5,156,047 in the year ended December 31, 2024, as compared to net cash provided by operating activities of $7,478,823 in the same period of 2023.
Summary of Cash Flows for the Years Ended December 31, 2025 and 2024 Years Ended December 31, 2025 2024 Net cash (used in) provided by operating activities $ (5,927,532 ) $ 5,156,047 Net cash provided by investing activities $ 2,250,903 $ 17,468,306 Net cash provided by (used in) financing activities $ 1,100,198 $ (21,419,083 ) Cash Flows from Operating Activities Net cash used in operating activities was $5,927,532 in the year ended December 31, 2025, as compared to net cash provided by operating activities of $5,156,047 in the same period of 2024.
Net Loss In the year ended December 31, 2024, the Company had net loss of $4,165,816 compared to net loss of $61,278,733 in the year ended December 31, 2023. Liquidity and Capital Resources Our real estate assets have decreased to $30,695,669 as of December 31, 2024, from $42,137,152 as of December 31, 2023.
Net Loss In the year ended December 31, 2025, the Company had net loss of $49,350,566 compared to net loss of $4,165,816 in the year ended December 31, 2024. Liquidity and Capital Resources Our real estate assets have decreased to $29,620,952 as of December 31, 2025, from $30,695,669 as of December 31, 2024.
Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize the way individuals dine, work, and live, by providing a conducive environment for everyone to relish the four facets – health and wellness, fitness, productivity, and recreation all under one roof. In 2023 the Company incorporated new subsidiaries Guangdong LeFu Wealth Investment Consulting Co., Ltd. (f.k.a.
Ltd. in Singapore and Hapi Café Korea Inc. in Seoul, South Korea. Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize the way individuals dine, work, and live, by providing a conducive environment for everyone to relish the four facets – health and wellness, fitness, productivity, and recreation all under one roof.
The Company did not have a controlling interest and therefore the Company’s investment would be accounted for under equity method accounting or we could elect the fair value option accounting. 45 The Company has elected the fair value options for the equity securities noted above that would otherwise be accounted for under the equity method of accounting to better match the measurement of assets and liabilities in the Consolidated Statements of Operations.
The Company has elected the fair value options for the equity securities noted above that would otherwise be accounted for under the equity method of accounting to better match the measurement of assets and liabilities in the Consolidated Statements of Operations.
On December 14, 2023 approximately $201,751 was released from collateral, leaving approximately $100,000 as collateral for outstanding letters of credit. On November 13, 2023, 150 CCM Black Oak Ltd.
On December 14, 2023 and February 11, 2026, approximately $201,751 and $107,991, respectively, was released from collateral for outstanding letters of credit. On November 13, 2023, 150 CCM Black Oak Ltd.
The Company did not have a controlling interest and therefore the Company’s investment would be accounted for under equity method accounting or we could elect the fair value option accounting. The Company has significant influence over APW as the Company holds approximately 0.5% of the common shares of APW.
The Company did not have a controlling interest and therefore the Company’s investment would be accounted for under equity method accounting or we could elect the fair value option accounting.
Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated statements of comprehensive income. The Company monitors its investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information.
The Company monitors its investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information.
(“HCI-T”), commenced operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea (“Hapi Cafes”). The cafes are operated by subsidiaries of HCI-T, namely Hapi Café SG Pte. Ltd. in Singapore and Hapi Café Korea Inc. in Seoul, South Korea.
In the second quarter of 2024, the Company ceased operations of its subsidiary Alset F&B PLQ. 37 The Company, through Hapi Café Inc. (“HCI-T”), commenced operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea (“Hapi Cafes”). The cafes are operated by subsidiaries of HCI-T, namely Hapi Café SG Pte.
In the year ended December 31, 2024 we invested $814,158 in marketable securities, issued $3,029,758 in promissory notes ($1,811,881 of which was to related parties) and withdrew $21,102,871 cash for redemptions.
In the year ended December 31, 2024 we invested $814,158 in investment securities, issued $3,029,758 in promissory notes ($1,811,881 of which was to related parties) and withdrew $21,102,871 cash for redemptions. 41 Cash Flows from Financing Activities Net cash provided by financing activities was $1,110,198 in the year ended December 31, 2025, compared to net cash used of $21,419,083 the year ended December 31, 2024.
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 portfolio is actively managed, and securities are bought and sold with the intent to realize gains from price movements within a short-term horizon. 34 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 management believes that the available cash on hand, available debt and equity financing are sufficient to fund our operations for at least the next 12 months.
Additionally, the Company is entitled to receive certain developer reimbursements for the Lakes at Black Oak and Alset Villas projects. The management believes that the available cash on hand, available debt and equity financing are sufficient to fund our operations for at least the next 12 months.
During the year ended December 31, 2023, we also repaid $31,499 of a note payable. Equity Security Investments 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.
Equity Security Investments 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.
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. 35 Use of Estimates and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S.
GAAP”). The 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.
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. Digital Transformation Technology ● Software Development Income.
Cost of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and maintenance, depreciation and other related administrative costs. Utility expenses are paid directly by tenants. Other Businesses ● Food and Beverage . The Company, through Alset F&B One Pte. Ltd. (“Alset F&B One”) and Alset F&B (PLQ) Pte. Ltd.
If the amount of intercompany loan is lowered in the future, the effect will also be reduced. However, at this moment, we do not expect to repay the intercompany loans in the short term.
If the amount of intercompany loan is lowered in the future, the effect will also be reduced. However, at this moment, we do not expect to repay the intercompany loans in the short term. Controls and Procedures We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.
Shenzhen Leyouyou Catering Management Co., Ltd.) and Dongguan Leyouyou Catering Management Co., Ltd. in the People’s Republic of China. These companies will be principally engaged in the food and beverage business in Mainland China. Additionally, through its subsidiary Hapi Group HK Limited (f.k.a. MOC HK Limited), the Company is focusing on operating café business in Hong Kong.
These companies will be principally engaged in the food and beverage business in Mainland China. Additionally, through its subsidiary Hapi Group HK Limited (f.k.a. MOC HK Limited), the Company is focusing on operating café business in Hong Kong. This business was acquired on October 5, 2022. During the acquisition, a goodwill of $60,343 had been generated for the Company.
Property sales from the Lakes at Black Oak project in 2024 and 2023 were the main reason for the cash provided by operating activities in those periods.
Purchase of trading securities was the main reason for the cash used in operating activities during 2025. Property sales from the Lakes at Black Oak project in 2024 were the main reason for the cash provided by operating activities in that period.
Additionally, our Chief Executive Officer, Chan Heng Fai, is the majority owner of the common stock of APW (not including any common shares we hold). The Company did not have a controlling interest and therefore the Company’s investment would be accounted for under equity method accounting or we could elect the fair value option accounting.
The Company did not have a controlling interest and therefore the Company’s investment would be accounted for under equity method accounting or we could elect the fair value option accounting.
We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.
Impact of Inflation We believe that inflation has not had a material impact on our results of operations for the years ended December 31, 2025 and 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.
We currently recognize revenue from the sale of our subdivision development properties, rental homes, the sale of our biohealth products, food and beverage business, and other activities.
Our net losses for the years ended December 31, 2025, and 2024, were $49,350,566 and $4,165,816, respectively. We currently recognize revenue from the sale of our subdivision development properties, rental homes, the sale of our biohealth products, food and beverage business, and other activities.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.
Investment in Sentinel was $109,750 and $124,763 at December 31, 2024 and 2023, respectively. Investment in Debt Securities Debt securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss.
Investment in Debt Securities Debt securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss. Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated statements of comprehensive income.
Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated Statements of Income. The CODMs do not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the Notes to the Financial Statements.
Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated Statements of Income. The CODMs do not evaluate performance or allocate resources based on segment assets. Our Revenue Model Our total revenue for the years ended December 31, 2025, and 2024, was $4,470,875 and $21,115,899, respectively.
Capitalized construction expenses, finance costs and land costs are allocated to sales. The gross margin increased from $7,512,298 to $8,333,275 in the years ended December 31, 2023 and 2024, respectively. The increase of gross margin was caused by the increase of gross margin from F&B business, mostly due to the increase in the sales in that business.
Capitalized construction expenses, finance costs and land costs are allocated to sales. The gross margin decreased from $8,333,275 to $1,248,960 in the years ended December 31, 2024 and 2025, respectively. The decrease of gross margin was caused by the decrease in the number of lots sold in the Lakes at Black Oak project.
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 OTCQB (OTCQB: VEII).
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 Expert Market (OTC: VEII).
DSS, VEII, SHRG and Impact are publicly traded companies and fair value of these equity investments is determined by the quoted stock prices. On December 31, 2024 and 2023, the fair value (calculated by market trading prices on the end dates of the periods) of total held equity stock of DSS, VEII, SHRG and Impact was $11,028,405 and $9,381,636, respectively.
DSS, VEII, SHRG and Impact are publicly traded companies and fair value of these equity investments is determined by the quoted stock prices.
Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement presentation.
Our internal control over financial reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control.
On July 17, 2020, the Company purchased 122,039,000 shares, approximately 0.5% ownership, and 1,220,390,000 warrants with an exercise price of $0.0001 per share, from APW, for an aggregated purchase price of $122,039.
On December 31, 2025 and 2024, the fair value (calculated by market trading prices on the end dates of the periods) of total held equity stock of DSS, VEII, SHRG and Impact was $3,696,579 and $11,028,405, respectively. 43 On July 17, 2020, the Company purchased 122,039,000 shares, approximately 0.5% ownership, and 1,220,390,000 warrants with an exercise price of $0.0001 per share, from HIPH, for an aggregated purchase price of $122,039.
Other Income (Expense) In the year ended December 31, 2024, the Company had other income of $102,046 compared to other expense of $58,313,729 in the year ended December 31, 2023. The change in realized gain/loss on securities investment, loss on equity method investment and loss on consolidation of HWH International Inc. (f.k.a.
Other (Expense) Income In the year ended December 31, 2025, the Company had other expense of $33,767,897 compared to other income of $102,046 in the year ended December 31, 2024. The changes in realized and unrealized gain/loss on securities investment and impairment of equity method investment are the primary reasons for the volatility in these two periods.
Upon deconsolidation the Company elected to apply the equity method accounting as the Company still retained significant influence. During the year ended December 31, 2024 the investment loss was $3,205,094. During the year ended December 31, 2023 the investment loss was $24,241,856. As of December 31, 2024 and 2023, the investment in APF was $4,221,296 and $7,426,390, respectively. Ketomei Pte.
The Company elected to apply the equity method accounting to its investment in APF, as the Company retains significant influence over APF. During the year ended December 31, 2025 the investment loss was $1,812,898. During the year ended December 31, 2024 the investment loss was $3,205,094.
On May 31, 2021, the Company’s indirect subsidiary, UBeauty Limited, invested $19,609 in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18% ownership. K Beauty was established for sourcing, developing and producing variety of Korea-made beauty products as well as Korea - originated beauty contents for the purpose of distribution to HWH’s membership distribution channel.
As of December 31, 2025, the value of the investment is $0 as the Company written of the remaining balance. On May 31, 2021, the Company’s indirect subsidiary, UBeauty Limited, invested $19,609 in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18% ownership.
This decrease reflects the sale of multiple lots in Lakes at Black Oak project during 2024. Our cash has increased from $26,921,727 as of December 31, 2023 to $27,243,787 as of December 31, 2024. Our liabilities decreased from $9,066,700 at December 31, 2023 to $6,563,126 at December 31, 2024.
This decrease reflects depreciation expenses on the rental properties. Our cash has decreased from $27,243,787 as of December 31, 2024 to $25,184,990 as of December 31, 2025. Our liabilities increased from $6,563,126 at December 31, 2024 to $6,923,965 at December 31, 2025.

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