Mergers and Acquisitions - Alset Inc. completed the merger with HWH International Inc. on January 9, 2024, resulting in the issuance of 12,500,000 shares of New HWH common stock, with Alset International receiving 10,900,000 shares[140]. - The acquisition of Hapi Travel Limited on June 14, 2023, was accounted for as a business combination, generating a deemed dividend of $214,174 due to the purchase price exceeding identifiable equity[144]. - Alset Inc. purchased 112 single-family rental homes in Texas for a total consideration of $26,250,933, which included debt forgiveness of $13,900,000[142]. Revenue and Financial Performance - For the three months ended June 30, 2024, the company reported revenue of $1,127,046, a decrease from $19,153,848 for the same period in 2023[157]. - Total revenue for the three months ended June 30, 2024, was $1,127,046, a decrease of 94% from $19,153,848 in the same period of 2023[159]. - Revenue from the real estate segment for the six months ended June 30, 2024, was $6,458,005, down 67% from $19,515,728 in 2023[159]. - Revenue from rental business increased to $705,011 for the three months ended June 30, 2024, compared to $690,967 in 2023[159]. - The company recognized $0 in revenue from its biohealth segment for the three months ended June 30, 2024, down from $12,786 in 2023[159]. Expenses and Losses - Operating expenses for the three months ended June 30, 2024, were $3,936,518, compared to $14,044,352 for the same period in 2023[157]. - The net loss for the three months ended June 30, 2024, was $1,149,965, down from a net loss of $5,813,406 for the same period in 2023[157]. - Operating expenses increased by 35% to $3,106,560 for the three months ended June 30, 2024, compared to $2,305,859 in 2023[162]. - The gross margin decreased from $7,415,355 to $297,088 for the three months ended June 30, 2023, and 2024, respectively[161]. - Total cost of revenues decreased by 93% to $829,958 for the three months ended June 30, 2024, from $11,738,493 in 2023[161]. Cash Flow and Financial Position - Cash decreased from $26,921,727 as of December 31, 2023, to $18,932,861 as of June 30, 2024[165]. - Net cash used in operating activities was $5,897,249 in the first six months of 2024, compared to $7,409,770 provided in the same period of 2023[167]. - Net cash provided by investing activities was $19,616,855 in the first six months of 2024, a significant increase from $606,983 used in the same period of 2023[168]. - Net cash used in financing activities was $21,351,570 in the first six months of 2024, compared to $3,416,971 provided in the same period of 2023[169]. - The company issued $1,118,864 in loans to related parties and withdrew $21,102,871 from a trust account for redemption of shares in the first six months of 2024[168]. Investments and Ownership - The company currently owns 21,179,275 shares of VEII, representing approximately 48.7% of VEII's common stock[150]. - Alset Inc. holds a 36.9% equity interest in American Pacific Financial, Inc., and a 44.4% equity interest in DSS Inc., among other investments[139]. - On May 4, 2023, DSS distributed approximately 280 million shares of SHRG, resulting in the company receiving 70,426,832 shares directly and an additional 55,197,696 shares indirectly[151]. - The company and its subsidiaries now collectively own 125,624,528 shares of SHRG, representing 33.4% of the issued and outstanding shares of SHRG[151]. - Hapi Metaverse loaned VEII $1,400,000 on February 23, 2023, which can be converted into shares of VEII for a period of three years[150]. - Hapi Metaverse converted $1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII's Common Stock on September 6, 2023[150]. - The company entered into a Convertible Promissory Note with SHRG for a $250,000 loan, convertible into shares at an average closing market price[152]. Strategic Focus and Challenges - The company is facing challenges in improving revenue through cross-selling and identifying complementary businesses for acquisition[155]. - The company plans to focus on lot sales to improve liquidity and strengthen its financial position[159]. - New HWH is implementing a new membership model that operates on a yearly subscription basis, offering exclusive discounts and passive income opportunities for members[141]. Other Considerations - The company expects foreign exchange rate fluctuations to significantly impact operations in 2024, with intercompany loans of approximately $37 million as of June 30, 2024[171]. - The company is classified as an "emerging growth company" and is utilizing exemptions from certain reporting requirements under the JOBS Act[172]. - The real estate business is subject to seasonal shifts, which may impact expenses and sales spikes when commencing new projects[173].

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) Presents unaudited financial statements, management's discussion, market risk, and controls for Q1 2024 [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Presents Alset Inc.'s unaudited condensed consolidated financial statements for Q1 2024, showing increased revenue but a wider net loss [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$96.7 million** from **$126.3 million**, primarily due to reduced trust account cash after redemptions Condensed Consolidated Balance Sheet Highlights (in USD) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $48,132,390 | $55,461,235 | | **Total Assets** | **$96,710,288** | **$126,314,028** | | **Total Current Liabilities** | $4,635,740 | $8,114,304 | | **Total Liabilities** | **$6,670,132** | **$9,066,700** | | **Total Stockholders' Equity** | **$90,040,156** | **$96,790,317** | - The significant decrease in total assets was mainly driven by the reduction of 'Cash and Marketable Securities Held in Trust Account' from **$21.3 million** to **$0** after the HWH International Inc. business combination and related redemptions[6](index=6&type=chunk)[27](index=27&type=chunk) [Condensed Consolidated Statements of Operations and Other Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Other%20Comprehensive%20Loss) Revenue increased to **$6.1 million**, but net loss widened to **$6.8 million** due to unrealized investment losses Q1 2024 vs Q1 2023 Performance (in USD) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **Total Revenue** | $6,086,207 | $926,936 | | **Loss from Operations** | ($2,266,513) | ($2,089,730) | | **Net Loss** | ($7,313,792) | ($4,323,182) | | **Net Loss Attributable to Common Stockholders** | ($6,769,658) | ($3,857,886) | | **Net Loss Per Share (Basic and Diluted)** | ($0.73) | ($0.46) | - The increase in net loss was significantly impacted by a **$5.4 million** unrealized loss on related-party securities investments in Q1 2024, compared to a **$1.3 million** gain in Q1 2023[8](index=8&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity decreased to **$90.0 million** from **$96.8 million**, primarily due to net loss and foreign currency translation - Total stockholders' equity decreased by approximately **$6.8 million** during Q1 2024, from **$96,790,317** to **$90,040,156**[10](index=10&type=chunk)[11](index=11&type=chunk) - Key changes in equity included a net loss of **$7.3 million** and an other comprehensive loss of **$1.2 million** from foreign currency translation adjustments[11](index=11&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities decreased to **$1.5 million**, while investing activities reversed to a net use of **$1.8 million** Cash Flow Summary (in USD) | Cash Flow Activity | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | ($1,509,247) | ($3,289,083) | | **Net Cash (Used in) Provided by Investing Activities** | ($1,758,503) | $671,484 | | **Net Cash (Used in) Provided by Financing Activities** | ($240,182) | $3,433,921 | | **Net (Decrease) Increase in Cash** | ($3,507,932) | $816,322 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed accounting policies, significant events including the HWH business combination, related-party transactions, and segment information - The company operates through four segments: real estate, digital transformation technology, biohealth, and other business activities, with a significant portion managed through its **85.5%** owned subsidiary, Alset International Limited[19](index=19&type=chunk)[66](index=66&type=chunk) - On January 9, 2024, the business combination between Alset Capital Acquisition Corp. and HWH International Inc. was completed, with HWH surviving as a subsidiary[86](index=86&type=chunk) - The company has agreements to sell a total of **205 lots** (142 lots and 63 lots) from its Lakes at Black Oak and Alset Villas projects, with closings expected in Q2 2024[118](index=118&type=chunk) - For the three months ended March 31, 2024, one customer accounted for approximately **100%** of the Company's property development revenue[65](index=65&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses diversified operations, strategic developments, and financial performance, highlighting increased revenue but wider net loss [Business Overview and Recent Developments](index=37&type=section&id=Business%20Overview%20and%20Recent%20Developments) Details the company's diversified holdings and recent strategic actions, including the HWH merger and convertible loan issuances - The company is a diversified holding company with significant equity interests in APF (**36.9%**), Holista (**13%**), DSS (**44.4%**), VEII (**48.7%**), and SHRG (**33.4%**)[126](index=126&type=chunk) - Completed the merger of Alset Capital Acquisition Corp. and HWH International Inc. on January 9, 2024, with the combined entity named HWH International Inc. ("New HWH")[127](index=127&type=chunk)[128](index=128&type=chunk) - Issued convertible loans to affiliates Value Exchange International, Inc. (VEII) and Sharing Services Global Corp. (SHRG) in Q1 2024 and late 2023[137](index=137&type=chunk)[139](index=139&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Revenue surged **557%** to **$6.1 million** driven by real estate sales, but net loss increased to **$7.3 million** due to higher expenses Revenue by Segment (in USD) | Segment | Q1 2024 | Q1 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Real Estate | $5,752,994 | $633,811 | 808% | | Biohealth | $535 | $12,786 | -96% | | Digital Transformation Technology | $0 | $14,040 | -100% | | Other | $332,678 | $266,299 | 25% | | **Total Revenue** | **$6,086,207** | **$926,936** | **557%** | - The increase in property sales from the Lakes at Black Oak Project was the primary contributor to the significant revenue growth in Q1 2024[143](index=143&type=chunk) - Gross margin increased from **$237,655** in Q1 2023 to **$1,427,840** in Q1 2024 due to higher sales from the Lakes at Black Oak Project[145](index=145&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) Cash decreased to **$23.7 million**, and total assets declined to **$96.7 million**, though management expects sufficient liquidity for 12 months Key Liquidity Metrics (in USD) | Metric | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash | $23,727,542 | $26,921,727 | | Total Assets | $96,710,288 | $126,314,028 | | Total Liabilities | $6,670,132 | $9,066,700 | - Management believes that available cash and favorable cash revenue from real estate projects are sufficient to fund operations for at least the next 12 months[147](index=147&type=chunk) - Future development of the Lakes at Black Oak project is contingent on funds raised from capital markets, third-party loans, and government reimbursements[147](index=147&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company is exempt from market risk disclosure requirements due to its status as a smaller reporting company - The company is exempt from this disclosure requirement due to its status as a "smaller reporting company" as defined by Regulation S-K[156](index=156&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective as of March 31, 2024, with no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2024[156](index=156&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[156](index=156&type=chunk) [PART II OTHER INFORMATION](index=46&type=section&id=PART%20II%20OTHER%20INFORMATION) Covers legal proceedings, risk factors, exhibits, and other required disclosures for the reporting period [Items 1-5: Legal Proceedings, Risk Factors, and Other Disclosures](index=46&type=section&id=Items%201-5) No legal proceedings, unregistered sales, defaults, or other material information to report, with risk factors not applicable - Item 1. Legal Proceedings: Not applicable[156](index=156&type=chunk) - Item 1A. Risk Factors: Not applicable to smaller reporting companies[156](index=156&type=chunk) - Items 2, 3, 4, 5: No information to report[156](index=156&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) Lists filed exhibits, including CEO and CFO certifications and Inline XBRL documents for interactive data - Exhibits filed include certifications from the Chief Executive Officers and Chief Financial Officers pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[157](index=157&type=chunk) - The filing includes Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents[157](index=157&type=chunk)

Part I [Business](index=4&type=section&id=Item%201.%20Business.) Alset Inc. is a diversified holding company primarily engaged in real estate development, digital transformation technologies, and biohealth, with real estate being the largest revenue contributor in 2023 - The company is a diversified holding company with three main segments: Real Estate, Digital Transformation Technology, and Biohealth, primarily managed through its **85.5% owned subsidiary, Alset International Limited**[6](index=6&type=chunk) - The real estate segment, focused on developing EHome communities and single-family rentals near Houston, Texas, was the **primary revenue driver in 2023**[6](index=6&type=chunk)[9](index=9&type=chunk) - The company's growth strategy focuses on acquiring majority stakes in businesses where its management, led by Chairman and CEO Chan Heng Fai, can add value, particularly in expanding to Asian markets[6](index=6&type=chunk) Revenue Contribution by Business Segment (2023 vs 2022) | Business Segment | 2023 Revenue % | 2022 Revenue % | | :--- | :--- | :--- | | Property Development | 82% | 29% | | Other Business Activities | 5% | 13% | [Our Current Operations](index=6&type=section&id=Our%20Current%20Operations) The company's operations are segmented into Real Estate, Digital Transformation Technology, Biohealth, and Other Business Activities, encompassing property development, B2B e-commerce, health product distribution, and diverse strategic investments - The Real Estate business consists of two main activities: property development (selling developed lots to builders) and a home rental business with **132 single-family homes in Texas**[9](index=9&type=chunk)[13](index=13&type=chunk) - In 2023, the company entered into agreements to sell a combined **434 lots** from its 'Lakes at Black Oak' project and **63 lots** from 'Alset Villas', with closings occurring in 2023 and extending into 2024[10](index=10&type=chunk)[11](index=11&type=chunk) - The Digital Transformation business, through Hapi Metaverse, focuses on B2B solutions including e-commerce, social media, and metaverse services, and holds a significant stake in Value Exchange International Inc. (VEII)[15](index=15&type=chunk) - The Biohealth segment, primarily through HWH World, distributes dietary supplements in South Korea using a direct sales model[17](index=17&type=chunk) - Other business activities include corporate advisory services via BMI Capital Partners, operating Killiney Kopitiam restaurant franchises and Hapi Cafes in Asia, and a planned acquisition of New Energy Asia Pacific Inc. for **$103.75 million** via a convertible note[18](index=18&type=chunk)[19](index=19&type=chunk) [Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors.) The company faces significant risks including material weakness in internal controls, a history of net losses, challenges in integrating acquisitions, reliance on key personnel, and high stock concentration by the CEO - Management has identified a **material weakness in internal controls** due to a limited number of staff, preventing proper segregation of duties and potentially affecting the accuracy and timeliness of financial reporting[33](index=33&type=chunk) - The company has a history of significant net losses, which may continue and negatively impact its ability to achieve business objectives[34](index=34&type=chunk) Recent Financial Performance (in USD) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Revenue | $22,088,507 | $4,480,442 | | Net Loss | ($61,278,733) | ($46,212,505) | - The company's success is highly dependent on its founder, Chairman, and CEO, Chan Heng Fai; the loss of his services could have a material adverse effect on the business[43](index=43&type=chunk) - Principal stockholder Chan Heng Fai owns approximately **53.5%** of the outstanding common stock, giving him significant influence over corporate decisions[68](index=68&type=chunk) [Unresolved Staff Comments](index=33&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) This item is not applicable as the company qualifies as a smaller reporting company - Not applicable to smaller reporting companies[72](index=72&type=chunk) [Cybersecurity](index=33&type=section&id=Item%201C.%20Cybersecurity.) Cybersecurity risk management is integrated into the company's overall framework, and no material cybersecurity challenges have impacted operations or financial condition to date - Cybersecurity risk management is integrated into the company's broader risk management framework[73](index=73&type=chunk) - The company reports that it has not encountered any cybersecurity challenges that have materially impaired its operations or financial standing[73](index=73&type=chunk) [Properties](index=33&type=section&id=Item%202.%20Properties.) The company's key properties include the Lakes at Black Oak and Alset Villas residential developments, alongside a portfolio of 132 single-family rental homes in Texas, many featuring sustainable technologies - The Lakes at Black Oak property in Magnolia, Texas, is a key residential land development project where the company has been selling developed lots[74](index=74&type=chunk) - The Alset Villas community, also near Houston, consists of **19.5 acres** where **63 lots** are being developed for sale[75](index=75&type=chunk) - The company owns a portfolio of **132 rental homes** in Montgomery and Harris Counties, Texas, with an aggregate purchase cost of **$30,998,258**; many of these homes feature smart and sustainable technologies, including Tesla solar panels and Powerwalls[76](index=76&type=chunk) [Legal Proceedings](index=33&type=section&id=Item%203.%20Legal%20Proceedings) Litigation involving former subsidiary iGalen International Inc. was resolved via a settlement agreement in April 2022, and the company does not anticipate material adverse effects from current legal matters - Litigation involving former subsidiary iGalen International Inc. and Gara Group, Inc. was resolved via a settlement agreement on **April 13, 2022**[77](index=77&type=chunk) - The company does not currently believe that the final outcome of any ongoing legal matters will have a material adverse effect on its business, financial condition, or results of operations[77](index=77&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[78](index=78&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=35&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "AEI", has seven shareholders of record, has never paid dividends, and did not repurchase shares in 2023 - The company's common stock is traded on the Nasdaq Capital Market under the symbol **\"AEI\"**[80](index=80&type=chunk) - The company has never paid dividends and does not plan to in the foreseeable future, retaining earnings for growth[81](index=81&type=chunk) - In January 2022, a convertible promissory note of **$6,250,000** held by Chairman Chan Heng Fai was converted into **500,000 shares** of common stock[83](index=83&type=chunk) - In July 2022, the company issued **1,765,964 shares** of common stock to Chan Heng Fai to purchase **293,428,200 ordinary shares** of Alset International Limited[84](index=84&type=chunk) - No shares of the company's common stock were repurchased during 2023[85](index=85&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2023, revenue surged to **$22.1 million** driven by real estate sales, yet net loss widened to **$61.3 million** due to increased other expenses, while operating cash flow improved to **$7.5 million** and cash position increased to **$26.9 million** [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Total revenue increased by **393%** to **$22.1 million** in 2023, primarily from real estate sales, but net loss widened to **$61.3 million** due to increased operating and other expenses, including significant investment losses Revenue by Segment | Segment | 2023 (USD) | 2022 (USD) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Real Estate | $20,963,661 | $3,088,628 | $17,875,033 | 579% | | Digital Transformation Technology | $28,117 | $69,915 | ($41,798) | -60% | | Biohealth | $12,758 | $753,651 | ($740,893) | -98% | | Other | $1,083,971 | $568,248 | $515,723 | 91% | | **Total Revenue** | **$22,088,507** | **$4,480,442** | **$17,608,065** | **393%** | Consolidated Operations Summary | Metric | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Total Revenue | $22,088,507 | $4,480,442 | | Operating Expenses | ($24,961,161) | ($11,569,816) | | Other Expenses | ($58,313,729) | ($39,123,131) | | **Net Loss** | **($61,278,733)** | **($46,212,505)** | - The increase in Other Expenses was primarily driven by a realized loss on securities investment of **$11.4 million**, a loss on equity method investment of **$24.5 million**, and a loss on the consolidation of Alset Capital Acquisition Corp. of **$21.7 million**[111](index=111&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2023, cash increased to **$26.9 million**, total assets decreased to **$126.3 million**, and net cash from operations significantly improved to **$7.5 million**, with management confident in funding future operations Key Balance Sheet Items | Item | Dec 31, 2023 (USD) | Dec 31, 2022 (USD) | | :--- | :--- | :--- | | Cash | $26,921,727 | $17,827,383 | | Real Estate Assets | $42,137,152 | $54,618,729 | | Total Assets | $126,314,028 | $153,490,336 | | Total Liabilities | $9,066,700 | $4,827,221 | Summary of Cash Flows | Cash Flow Activity | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net cash from operating activities | $7,478,823 | ($31,855,435) | | Net cash used in investing activities | ($2,128,986) | ($15,123,041) | | Net cash from financing activities | $3,187,489 | $6,057,481 | - Management believes that available cash, along with debt and equity financing, is sufficient to fund operations for at least the next **12 months**[114](index=114&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2023 and 2022, including the independent auditor's report, balance sheets, statements of operations, equity, cash flows, and accompanying notes - The independent auditor's report highlights significant transactions with related parties, noting that such transactions cannot be presumed to be at arm's length[136](index=136&type=chunk) [Notes to Consolidated Financial Statements](index=60&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, consolidation basis, revenue recognition, investment valuation, significant related-party transactions, and disclose a material weakness in internal controls due to limited staff - The company's ownership of its primary operating subsidiary, Alset International, was **85.5%** as of December 31, 2023[142](index=142&type=chunk) - The company has elected the fair value option for equity securities where it has significant influence but not control, including its investments in DSS, Inc. (**44.4% ownership**) and Sharing Services Global Corp. (**33.4% ownership**)[158](index=158&type=chunk) - The company's investment in American Pacific Bancorp Inc. (APB) is accounted for under the equity method, and it recognized a loss of **$24.2 million** from this investment in 2023[162](index=162&type=chunk) - On January 13, 2023, the company reorganized its home rental business, acquiring direct ownership of American Home REIT Inc. (AHR) from a subsidiary for a total consideration of **$26.3 million**, which included forgiveness of debt and a promissory note[211](index=211&type=chunk) [Controls and Procedures](index=102&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2023, due to a material weakness from limited staff, with plans to remediate by hiring additional qualified personnel - Management concluded that disclosure controls and procedures were **ineffective** as of December 31, 2023[259](index=259&type=chunk) - A **material weakness** was identified due to limited staff, which prevents segregation of duties and hinders timely and accurate financial statement disclosure evaluation[259](index=259&type=chunk) - The company plans to remediate the material weakness by appointing additional qualified personnel with financial accounting, GAAP, and SEC experience[260](index=260&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=103&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) The company's leadership, including founder Chairman and CEO Chan Heng Fai, comprises experienced professionals, many with roles in affiliated companies, and the Board maintains independent Audit, Nominations, and Compensation Committees - The leadership team is headed by founder, Chairman, and CEO Chan Heng Fai, age **79**[261](index=261&type=chunk) - Many executive officers and directors hold concurrent positions in affiliated or subsidiary companies, such as Alset International, DSS, Inc., and HWH International Inc[261](index=261&type=chunk)[262](index=262&type=chunk) - The Board of Directors maintains an Audit Committee, a Nominations and Corporate Governance Committee, and a Compensation Committee, each composed of independent directors Wong Tat Keung, William Wu, and Wong Shui Yeung[270](index=270&type=chunk) [Executive Compensation](index=108&type=section&id=Item%2011.%20Executive%20Compensation.) Executive compensation, particularly for CEO Chan Heng Fai, is heavily performance-based, with bonuses tied to market capitalization and net asset value growth, while other executives and directors receive salaries and fees Summary Compensation for Named Executive Officers | Name | Position | Total Compensation (2022 USD) | | :--- | :--- | :--- | | Chan Heng Fai | Chairman and CEO | $7,836,133 | | Chan Tung Moe | Co-CEO & Director | $289,536 | | Charles MacKenzie | Chief Development Officer | $350,000 | - CEO Chan Heng Fai's compensation is primarily driven by bonuses tied to **5%** of the annual growth in the company's market capitalization and **5%** of the annual growth in its Net Asset Value (NAV)[276](index=276&type=chunk) - No stock options or other equity awards were granted to any named executive officers during the year ended December 31, 2023[276](index=276&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=111&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) As of April 1, 2024, Chairman and CEO Chan Heng Fai is the principal stockholder, beneficially owning **53.3%** of outstanding common stock, granting him significant influence over corporate matters - As of April 1, 2024, Chairman and CEO Chan Heng Fai beneficially owned **4,922,818 shares**, constituting **53.3%** of the outstanding common stock[282](index=282&type=chunk) - All directors and executive officers as a group beneficially own **53.3%** of the common stock, with the ownership concentrated in Mr. Chan[282](index=282&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=112&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) The company engages in numerous related-party transactions, primarily with entities affiliated with CEO Chan Heng Fai, including significant acquisitions, share purchases, loans, and exchanges, all subject to audit committee review - The company has a planned acquisition of New Energy Asia Pacific Inc. from Chairman Chan Heng Fai for a **$103.75 million** convertible promissory note with a conversion price of **$12.00 per share**[304](index=304&type=chunk) - In January 2023, the company reorganized its rental business by purchasing American Home REIT Inc. from its subsidiary, Alset EHome Inc., for **$26.3 million**, a transaction involving debt forgiveness and a promissory note[299](index=299&type=chunk) - The company's subsidiary, Hapi Metaverse, provided convertible loans to and purchased shares of Value Exchange International Inc. (VEII), an affiliated company where several Alset directors also serve on the board[299](index=299&type=chunk)[300](index=300&type=chunk)[301](index=301&type=chunk) - In 2022, the company sold its shares of True Partner Limited to affiliated company DSS, Inc. in exchange for **17.6 million shares** of DSS common stock[291](index=291&type=chunk) [Principal Accounting Fees and Services](index=119&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) For fiscal year 2023, the company paid its independent registered public accounting firm, Grassi & Co., CPAs, P.C., a total of **$330,341** for audit, audit-related, and tax services Accounting Fees | Fee Category | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Audit Fees | $275,370 | $294,750 | | Audit-Related Fees | $48,806 | $24,500 | | Tax Fees | $6,165 | $6,000 | | All Other Fees | $0 | $0 | | **Total** | **$330,341** | **$325,250** | Part IV [Exhibit and Financial Statement Schedules](index=120&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements and a comprehensive array of exhibits filed with or incorporated by reference into the Form 10-K, including corporate governance and material contracts - This section lists the financial statements and all exhibits filed with the report, such as material contracts and corporate documents[309](index=309&type=chunk)[310](index=310&type=chunk) [Form 10-K Summary](index=121&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - None[314](index=314&type=chunk)

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) The unaudited financial statements for Alset Inc. as of September 30, 2023, reflect increased assets and liabilities, with a reduced net loss on significantly higher revenue driven by property sales [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show total assets increased to **$157.0 million**, driven by cash, while liabilities rose and equity decreased due to net loss Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | Sep 30, 2023 ($) | Dec 31, 2022 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | 28,038,818 | 17,827,383 | | Properties under Development | 8,775,951 | 23,449,698 | | Total Assets | 157,014,408 | 153,490,336 | | **Liabilities & Equity** | | | | Total Current Liabilities | 6,501,992 | 3,244,738 | | Total Liabilities | 8,149,184 | 4,827,221 | | Total Stockholders' Equity | 128,482,259 | 148,663,115 | | Total Liabilities and Stockholders' Equity | 157,014,408 | 153,490,336 | [Condensed Consolidated Statements of Operations and Other Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Other%20Comprehensive%20Loss) Statements of operations show a significant revenue increase to **$21.1 million**, primarily from property sales, leading to a reduced net loss of **$27.2 million** Statement of Operations Highlights (Unaudited) | Metric | Nine Months Ended Sep 30, 2023 ($) | Nine Months Ended Sep 30, 2022 ($) | | :--- | :--- | :--- | | Total Revenue | 21,070,983 | 3,600,482 | | (Loss) Income from Operations | 942,862 | (5,378,815) | | Net Loss | (27,162,596) | (30,994,705) | | Net Loss Attributable to Common Stockholders | (25,677,321) | (27,166,771) | | Net Loss Per Share - Basic and Diluted | (2.86) | (4.38) | [Condensed Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity declined to **$128.5 million** due to net loss and foreign currency translation, partially offset by common stock issuance - Stockholders' equity declined to **$128.5 million** due to a net loss of **$25.7 million** and other comprehensive losses, despite a **$3.4 million** capital infusion from a common stock issuance[6](index=6&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow statements show a positive shift in operating cash flow to **$8.3 million**, driven by property sales, and **$3.4 million** from financing activities Cash Flow Summary (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2023 ($) | Nine Months Ended Sep 30, 2022 ($) | | :--- | :--- | :--- | | Net Cash Provided by (Used in) Operating Activities | 8,255,675 | (28,331,829) | | Net Cash Used in Investing Activities | (748,188) | (15,031,318) | | Net Cash Provided by Financing Activities | 3,408,560 | 5,996,133 | | **Net Increase (Decrease) in Cash** | **10,916,047** | **(37,367,014)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes provide details on the company's diversified segments, accounting policies, related-party transactions, and recent consolidation events impacting financial results - The company operates through four segments: real estate, digital transformation technology, biohealth, and other business activities, managed largely via its **85.4%** owned subsidiary, Alset International Limited[13](index=13&type=chunk) - On May 1, 2023, the company's ownership in Alset Capital Acquisition Corp. increased to **58.0%**, leading to its consolidation and the recognition of a **$21.7 million** loss[79](index=79&type=chunk) - The company has significant influence over several publicly traded companies, including DSS Inc. (**44.8%** ownership), Value Exchange International Inc. (**48.7%** ownership), and Sharing Services Global Corp. (**33.4%** ownership), and accounts for them using the fair value option[24](index=24&type=chunk)[78](index=78&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant revenue growth from property sales, improved net loss, strengthened liquidity, and ongoing operational challenges - The company is a diversified holding company with four main segments: real estate development (EHome communities), financial services, digital transformation technologies, and biohealth/consumer products[115](index=115&type=chunk) - A significant portion of the business is managed through its **85.4%** owned subsidiary, Alset International Limited, which is traded on the Singapore Stock Exchange[115](index=115&type=chunk) - Management believes available cash and revenue from real estate projects are sufficient to fund operations for at least the next **12 months**[131](index=131&type=chunk) [Recent Developments](index=43&type=section&id=Recent%20Developments) Recent developments include the consolidation of Alset Capital, a **$3.3 million** public offering, and strategic real estate sales generating approximately **$18.1 million** - The company's sponsored SPAC, Alset Capital Acquisition Corp., is working to close a business combination with HWH International Inc., an indirect subsidiary of the company[116](index=116&type=chunk) - In February 2023, the company closed a public offering of **1,727,273** shares of common stock at **$2.20** per share, with net proceeds of approximately **$3.3 million**[118](index=118&type=chunk) - The company closed the sale of **335** lots from its Black Oak project in the first half of 2023, generating approximately **$18.1 million** in revenue[127](index=127&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Results of operations show a **485%** revenue increase to **$21.1 million**, driven by real estate sales, improving gross margin and reducing net loss Revenue by Segment - Nine Months Ended Sep 30 | Segment | 2023 Revenue ($) | 2022 Revenue ($) | % Change | | :--- | :--- | :--- | :--- | | Real Estate | 20,227,362 | 2,494,707 | 711% | | Biohealth | 12,786 | 771,847 | -98% | | Digital Transformation Technology | 28,094 | 14,066 | 100% | | Other | 802,741 | 319,862 | 151% | | **Total Revenue** | **21,070,983** | **3,600,482** | **485%** | Cost of Revenues by Segment - Nine Months Ended Sep 30 | Segment | 2023 Cost of Revenues ($) | 2022 Cost of Revenues ($) | % Change | | :--- | :--- | :--- | :--- | | Real Estate | 12,755,702 | 1,880,914 | 578% | | Biohealth | 21,516 | 512,931 | -96% | | Digital Transformation Technology | 9,145 | 4,574 | 100% | | Other | 222,470 | 80,177 | 177% | | **Total Cost of Revenues** | **13,008,833** | **2,478,596** | **425%** | - The change in net loss was primarily driven by volatility in securities investments and a **$21.7 million** loss on the consolidation of Alset Capital Acquisition Corp. in Q2 2023[131](index=131&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved with cash increasing to **$28.0 million**, primarily from operating activities driven by real estate sales and financing activities Summary of Cash Flows - Nine Months Ended | Cash Flow Activity | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | 8,255,675 | (28,331,829) | | Net cash used in investing activities | (748,188) | (15,031,318) | | Net cash provided by financing activities | 3,408,560 | 5,996,133 | - The positive shift in operating cash flow in 2023 was mainly due to property sales from the Black Oak project[133](index=133&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a "smaller reporting company," the company is exempt from providing disclosures about market risk[139](index=139&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of September 30, 2023, with no material changes to internal controls during the quarter - Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2023[139](index=139&type=chunk) - No material changes to internal controls over financial reporting occurred during the quarter[139](index=139&type=chunk) [PART II OTHER INFORMATION](index=51&type=section&id=PART%20II%20OTHER%20INFORMATION) This section covers other required information including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings for the period - The company reported no legal proceedings for the period[139](index=139&type=chunk) [Item 1A. Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, this section on risk factors is not applicable - As a smaller reporting company, this section is not applicable[139](index=139&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds - The company reported no unregistered sales of equity securities[139](index=139&type=chunk) [Item 6. Exhibits](index=52&type=section&id=Item%206.%20Exhibits) The report includes standard filings such as CEO and CFO certifications and Inline XBRL data files - Exhibits filed include certifications from the CEO and CFOs pursuant to Sarbanes-Oxley Act Sections 302 and 906[140](index=140&type=chunk) - Inline XBRL instance documents and related taxonomy files were also filed as part of the report[140](index=140&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to _________ 001-39732 Commission File Number Alset Inc. (Exact name of registrant as specified in its charter) TEXAS 83-1079861 State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to _________ 001-39732 Commission File Number Alset Inc. (Exact name of registrant as specified in its charter) TEXAS 83-1079861 State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-39732 ALSET INC. (Exact name of registrant as specified in its charter) Texas 83-1079861 | --- | --- | --- | |-- ...